1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
Securities Exchange Act of 1934
For the Transition Period From to .
------ ------
COMMISSION FILE NUMBER:
Renaissance Media Group LLC - 333-56679
Renaissance Media (Louisiana) LLC - 333-56679-02
Renaissance Media (Tennessee) LLC - 333-56679-01
Renaissance Media Capital Corporation - 333-56679-03
(Exact names of Registrants as specified in their charters)
Delaware 14-1803051
Delaware 14-1801165
Delaware 14-1801164
Delaware 14-1803049
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Numbers)
12444 Powerscourt Drive - Suite 100
St. Louis, Missouri 63131
(Address of principal executive offices)
(314) 965-0555
(Registrants' telephone number including area code)
Indicate by check mark whether the Registrants: (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:
Yes X No
------ ------
State the aggregate market value of the voting equity securities held by
non-affiliates of the Registrants:
All of the limited liability company membership interests of
Renaissance Media (Louisiana) LLC and Renaissance Media (Tennessee) LLC
are held by Renaissance Media Group LLC. All of the issued and
outstanding shares of capital stock of Renaissance Media Capital
Corporation are held by Renaissance Media Group LLC. All of the limited
liability company membership interests of Renaissance Media Group LLC
are held by one member. There is no public trading market for any of
the aforementioned limited liability company membership interests or
shares of capital stock.
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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
QUARTERLY REPORT
FOR THE THREE MONTHS ENDED MARCH 31, 1999
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements of 1
Renaissance Media Group LLC and
Subsidiaries and Notes to Consolidated
Financial Statements - Unaudited
Item 2. Management's Discussion and Analysis 12
of Financial Condition and Results of Operations
PART II OTHER INFORMATION
Items 1. - 4. None --
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signature Page 17
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RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS March 31, 1999 December 31, 1998
(unaudited) (audited)
--------------------- ---------------------
Cash and cash equivalents $ 8,901 $ 8,482
Accounts receivable - trade (less allowance for doubtful accounts
of $76 in 1999 and $94 in 1998) 731 726
Accounts receivable - other 552 584
Prepaid expenses and other assets 381 340
Escrow deposit -- 150
Investment in cable television systems:
Property, plant and equipment 74,435 71,246
Less: accumulated depreciation (9,841) (7,294)
---------- ----------
64,594 63,952
---------- ----------
Cable television franchises 238,407 236,489
Less: accumulated amortization (15,436) (11,473)
---------- ----------
222,971 225,016
---------- ----------
Intangible assets 17,540 17,559
Less: accumulated amortization (1,411) (1,059)
---------- ----------
16,129 16,500
---------- ----------
Total investment in cable television systems 303,694 305,468
---------- ----------
TOTAL ASSETS $ 314,259 $ 315,750
========== =========
LIABILITIES AND MEMBERS' EQUITY
Accounts payable $ $ 2,042
587
Accrued expenses 7,062 6,670
Subscriber advance payments and deposits 651 608
Deferred marketing support 755 800
Advances from affiliates 135 135
Debt 212,503 209,874
---------- ---------
TOTAL LIABILITIES 221,693 220,129
---------- ---------
MEMBERS' EQUITY:
Paid-in capital 108,600 108,600
Accumulated deficit (16,034) (12,979)
---------- ---------
Total members' equity 92,566 95,621
---------- ---------
TOTAL LIABILITIES & MEMBERS' EQUITY $ 314,259 $ 315,750
========== =========
See accompanying notes to consolidated financial statements
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RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
Three Months Ended
March 31, 1999
(unaudited)
-------------------------
Revenues $ 15,254
Cost and expenses:
Service costs 4,596
Selling, general and administrative 2,293
Depreciation and amortization 6,655
-----------
Operating income 1,710
-----------
Interest (income) (90)
Interest expense 4,797
-----------
Loss before provision for taxes (2,997)
-----------
Provision for taxes 58
-----------
Net loss $ (3,055)
===========
See accompanying notes to consolidated financial statements
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RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY
(DOLLARS IN THOUSANDS)
Total
Paid-in Accumulated Member's
Capital Deficit Equity
--------------- ------------- ------------
Balance December 31, 1998 (Audited) $108,600 $ (12,979) $ 95,621
Net loss (Unaudited) -- (3,055) (3,055)
-------------- ------------- ------------
Balance March 31, 1999 (Unaudited) $108,600 $ (16,034) $ 92,566
============== ============= ============
See accompanying notes to consolidated financial statements
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RENAISSANCE MEDIA GROUP LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Three Months Ended
March 31, 1999
(unaudited)
-----------------------
Operating Activities:
Net loss $ (3,055)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 6,655
Accretion on senior discount notes and non-cash interest expense 2,630
Other non-cash expenses 239
Deferred marketing support (45)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable - trade, net (5)
Accounts receivable - other 32
Prepaid expenses and other assets (41)
Accounts payable (1,455)
Accrued expenses 392
Subscriber advance payments and deposits 43
-----------------------
Net cash provided by operating activities 5,390
-----------------------
Investing Activities:
Purchases of cable television systems:
Property, plant and equipment (830)
Cable television franchises (1,918)
Escrow deposit 150
Capital expenditures (2,393)
Other intangible assets 20
------------------------
Net cash used in investing activities (4,971)
------------------------
Financing Activities:
Net cash provided by financing activities --
------------------------
Net increase in cash and cash equivalents 419
Cash and cash equivalents at beginning of period 8,482
========================
Cash and cash equivalents at end of period $ 8,901
========================
See accompanying notes to consolidated financial statements
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RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
(UNAUDITED)
1. ORGANIZATION
Renaissance Media Group LLC ("Group") was formed on March 13, 1998 by
Renaissance Media Holdings LLC ("Holdings"). Holdings formed Renaissance Media
Capital Corporation on March 12, 1998. On March 20, 1998, Holdings contributed
to Group its membership interests in two wholly owned subsidiaries; Renaissance
Media (Louisiana) LLC ("Louisiana") and Renaissance Media (Tennessee) LLC
("Tennessee"), both of which were formed on January 7, 1998. Louisiana and
Tennessee acquired a 76% interest and 24% interest, respectively, in Renaissance
Media LLC ("Media") from Morgan Stanley Capital Partners III, Inc. ("MSCP III")
on February 13, 1998 for a nominal amount. As a result, Media became a
subsidiary of Holdings. The transfer was accounted for as a reorganization of
entities under common control similar to a pooling of interests since an entity
affiliated with MSCP III had a controlling interest in Holdings. Group and its
aforementioned subsidiaries are collectively referred to as the "Company"
herein. On April 9, 1998, the Company acquired (the "Acquisition") six cable
television systems (the "TWI Systems") from TWI Cable, Inc. ("TWI Cable") a
subsidiary of Time Warner Inc. ("Time Warner"). Prior to this Acquisition, the
Company had no operations other than start-up related activities. For further
information, refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 for additional disclosures and information regarding the
formation of the Company.
2. BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles. The interim financial statements
are unaudited but include all adjustments, which are of normal recurring nature
that the Company considers necessary for a fair presentation of the financial
position and the results of operations and cash flows for such period. Operating
results of interim periods are not necessarily indicative of results for a full
year.
3. SALE OF THE COMPANY
On February 23, 1999, Holdings, Charter Communications, Inc.
("Charter") and Charter Communications, LLC ("Buyer") executed a purchase
agreement (the "Charter Purchase Agreement"), providing for Holdings to sell and
Buyer to purchase, all the outstanding limited liability company membership
interests in Group held by Holdings (the "Charter Transaction") subject to
certain covenants and restrictions pending closing and satisfaction of certain
conditions prior to closing. On April 30, 1999, the Charter Transaction was
consummated. In connection therewith all amounts outstanding, including accrued
interest and fees, under the Credit Agreement, (as defined herein, see Note 5),
were paid in full and the Credit Agreement was terminated on April 30, 1999.
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RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999
(DOLLARS IN THOUSANDS EXCEPT WHERE INDICATED)
(UNAUDITED)
4. ACQUISITIONS
On April 9, 1998, the Company commenced operations with the acquisition
of the TWI Systems (the "TWI Acquisition"). Unaudited pro forma summarized
results of operations for the Company for the three months ended March 31, 1998,
assuming the TWI Acquisition had been consummated on January 1, 1998 are as
follows:
Three Months Ended
March 31, 1998
--------------------------
Revenues.................................. $ 13,973
Costs and expenses........................ 13,531
------------
Operating income.......................... 442
Interest and other expenses............... 4,954
============
Net loss $ (4,512)
============
5. DEBT
Media maintained a credit agreement (the "Credit Agreement"). The
aggregate commitments under the Credit Agreement totaled $150,000, consisted of
a $40,000 revolver, $60,000 Tranche A Term Loans and $50,000 Tranche B Term
Loans. The revolving credit facility and term loans were collateralized by a
first lien position on all present and future assets and members' interest of
Media, Louisiana and Tennessee. The Credit Agreement provided for interest at
varying rates based upon various borrowing options and the attainment of certain
financial ratios and for commitment fees of 1/2% on the unused portion of the
revolver. The effective interest rate for the quarter ended March 31, 1999 was
7.67%.
On April 9, 1998, $110,000 was borrowed under the Credit Agreement's
Tranche A and B Term Loans. On June 23, 1998, $7,500 was repaid resulting in
$102,500 of outstanding Tranche A and B Term Loans as of March 31, 1999.
On March 31, 1999, the Company had unrestricted use of the $40,000
revolver. No borrowings had been made by the Company through that date.
As required by the Credit Agreement, Media purchased an interest rate
cap agreement from Morgan Stanley Capital Services Inc., an affiliate of MSCP
III. The agreement effectively fixed or set a maximum LIBOR rate of 7.25% on
bank debt borrowings up to $100,000 through December 1999. As of March 31, 1999,
the fair value of the interest rate cap agreement was $-0-.
As a result of the Charter Transaction (i.e., change of control) and in
accordance with the terms and conditions of the indenture governing the 10 %
senior discount notes due 2008 (the "Notes"), the Company will offer to
repurchase the Notes at a redemption price of 101% of Accreted Value (as defined
in the indenture) plus accrued interest.
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RENAISSANCE MEDIA GROUP LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999
(DOLLARS IN 000's EXCEPT WHERE INDICATED)
(UNAUDITED)
6. RELATED PARTY TRANSACTIONS
In connection with the Acquisition, Media entered into an agreement
with Time Warner, pursuant to which Time Warner manages the Company's
programming in exchange for providing the Company access to certain Time Warner
programming arrangements. Management believes that these programming rates made
available through its relationship with Time Warner are lower than the Company
could obtain separately. Such volume rates will not continue to be available
after the Charter Transaction.
For the quarter ended March 31, 1999, the Company incurred
approximately $2,009 for programming services under this agreement. In addition,
the Company has incurred programming costs of approximately $713 for programming
services owned directly or indirectly by Time Warner entities for the quarter
ended March 31, 1999.
The Company has utilized the law firm of one of its board members for
various ongoing legal matters. These fees totaled approximately $154 for the
quarter ended March 31, 1999.
7. EMPLOYEE BENEFIT PLAN
The Company sponsors a defined contribution plan that covers
substantially all employees (the "Plan"). The Plan provides for contributions
from eligible employees up to 15% of their compensation subject to a maximum
limit as determined by the Internal Revenue Service. The Company's contribution
to the Plan is limited to 50% of each eligible employee's contribution up to 10%
of his or her compensation. The Company has the right to change the amount of
the Company's matching contribution percentage. The Company matching
contributions approximated $38 for the quarter ended March 31, 1999.
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PART I FINANCIAL INFORMATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, and is subject to the safe harbors
created by those sections. The Company's actual results could differ materially
from those discussed herein and its current business plans could be altered in
response to market conditions and other factors beyond the Company's control.
The forward-looking statements within this Form 10-Q are identified by words
such as "believes", "anticipates", "accepts", "intends", "may", "will" and other
similar expressions. However, these words are not the exclusive means of
identifying such statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. The Company undertakes no
obligation to release publicly the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
occurring subsequent to the filing of this Form 10-Q with the SEC. Readers are
urged to review and consider carefully the various disclosures made by the
Company in this report and in the Company's other reports filed with the SEC
that attempt to advise interested parties of the risks and factors that may
effect the Company's business.
INTRODUCTION AND RECENT DEVELOPMENTS
Renaissance Media Group LLC ("Group") was formed by Renaissance Media
Holdings LLC ("Holdings") on March 13, 1998. Group was formed to acquire,
operate and develop cable television systems through its subsidiaries in markets
within the United States. Group and its wholly owned subsidiaries are
collectively referred to as the "Company" herein. Prior to March 13, 1998, the
Company's start-up activities were conducted by Holdings and Renaissance Media
LLC ("Media").
On April 9, 1998, the Company completed its first acquisition. Pursuant
to the Asset Purchase Agreement dated November 14, 1997 with TWI Cable, the
Company acquired cable television systems clustered in southern Louisiana,
western Mississippi and western Tennessee (the "TWI Systems").
On February 23, 1999, Holdings, Charter Communications, Inc.
("Charter") and Charter Communications, LLC ("Buyer" or "CC LLC") executed a
purchase agreement (the "Charter Purchase Agreement"), providing for Holdings to
sell and Buyer to purchase, all the outstanding limited liability company
membership interests in Group held by Holdings (the "Charter Transaction")
subject to certain covenants and restrictions pending closing, and satisfaction
of certain conditions prior to closing. On April 30, 1999, the Charter
Transaction was consummated. In connection therewith, all amounts outstanding,
including accrued interest and fees, under the Credit Agreement were paid in
full and the Credit Agreement was terminated.
Overview
Historically, the Company's strategy has been to increase its revenues
and EBITDA, (as defined herein), by acquiring, operating and developing cable
television systems and capitalizing on the expertise of management, as well as
the Company's relationship with the Management Investors and Time Warner.
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Following the completion of the Charter Transaction, the Company
intends to continue to increase its subscriber base and operating cash flow by
improving and upgrading its technical plant and expanding its service offerings.
The Company believes that by clustering systems it is able to realize economies
of scale, such as reduced payroll, reduced billing and technical costs per
subscriber, reduced advertising sales costs, increased local advertising sales,
more efficient roll-out and utilization of new technologies and consolidation of
its customer service functions. The Company plans to improve and upgrade its
technical plant, which should allow it to provide a wide array of new services
and service tiers, as well as integrate new interactive features into advanced
analog and digital set-top consumer equipment. The Company also plans to develop
and provide new cable and broadband services and develop ancillary businesses
including digital video and high-speed Internet access services.
Three Months Ended March 31, 1999 (Actual) Compared with Three Months Ended
March 31, 1998 (Pro Forma)
The following discussion and table give pro forma effect to the
offering of the Notes, Credit Agreement and the Acquisition (collectively the
"Transactions") as if they had occurred as of January 1, 1998, and is provided
for informational purposes. It does not purport to be indicative of the results
which would have actually been obtained had the Transactions been completed on
the dates indicated or which may be expected to occur in the future. As the
Company had no operations prior to the acquisition of the TWI Systems discussed
above and in Note 4 to the Company's Consolidated Financial Statements the
following discussion and table compare the three months ended March 31, 1998,
Pro Forma Results of Operations to the three months ended March 31, 1999 Actual
Results of Operations. The discussion and table relating to the pro forma
comparisons has been condensed due to different grouping of expenses between TWI
Cable and the Company.
Three Months Ended
March 31,
----------------------------
1999 1998
(Actual) (Pro Forma)
------------ ---------------
Revenues $15,254 $13,973
Expenses 13,544 13,531
------------ ---------------
Operating income 1,710 442
Interest and other expenses 4,765 4,954
------------ ---------------
Net loss $(3,055) $(4,512)
============ ===============
The Systems served 132,205 basic subscribers at March 31, 1999 compared
with 127,191 basic subscribers at March 31, 1998, an increase of 5,014
subscribers or 3.9%. Homes passed increased to 189,449 at March 31, 1999 from
179,402 at March 31, 1998, an increase of 10,047 homes passed or 5.6%. Premium
service units decreased to 55,041 at March 31, 1999 from 61,053 at March 31,
1998. Of the total homes passed and basic subscriber increases, approximately
3,000 and 2,000 respectively, were due to the Gulf South and Bayou Vision
acquisition in February 1999.
Revenues. Revenues increased $1.3 million, or 9.2%, to $15.3 million
for the three months ended March 31, 1999 from $14.0 million for the three
months ended March 31, 1998. The increase in revenues for the three months ended
March 31, 1999 resulted primarily from increases in basic revenue. Basic revenue
increased due to an increase in the weighted average monthly subscription rate
for basic service to $8.20 in 1999 from $7.88 in 1998 and an increase in the
weighted average monthly subscription rate for CPST to $22.58 in 1999 from
$20.28 in 1998. In addition, basic
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revenue increased due to the increase in subscribers during the three months
ended March 31, 1999 over the comparable period in 1998. Partially offsetting
the increase in basic revenue was a decrease in pay-per-view revenue of $.1
million from $1.6 million to $1.5 million.
Expenses. Expenses that include service costs, selling, general and
administrative and depreciation and amortization were unchanged for the quarter
ended March 31, 1999 compared to the quarter March 31, 1998. This is due to a
combination of offsetting factors. Programming costs increased approximately $.4
million due to annual rate increases and the addition of new programming
services. This increase was offset by: (1) lower marketing costs due to
increased marketing support reimbursement from vendors; (2) the reduction of
certain expense accruals based on actual expense levels being lower than
previously estimated and (3) lower bad debt expense due to improved collection
procedures.
Operating Income. Operating income increased $1.3 million to $1.7
million for the three months ended March 31, 1999 from $.4 million for the three
months ended March 31, 1998. The increase in operating income resulted from the
increase in revenue of $1.3 million for the three month period ended March 31,
1999, over the three month period ended March 31, 1998.
Interest Expense. Interest expense, decreased $.1 million or 2.0% to
$4.8 million for the three months ended March 31, 1999 from $4.9 million for the
three months ended March 31, 1998. This decrease was due to the decrease in bank
debt outstanding from $110.0 million during the three month period ended March
31, 1998 to $102.5 million during the three month period ended March 31, 1999
and lower borrowing rates.
Net Loss. For the reasons discussed above, net loss decreased $1.4
million, or 32.3%, to $3.1 million for the three months ended March 31, 1999
from $4.5 million for the three months ended March 31, 1998
LIQUIDITY AND CAPITAL RESOURCES
The cable television business requires substantial capital for the
upgrading, expansion and maintenance of signal distribution equipment, as well
for home subscriber devices and wiring, and service vehicles. The Company will
continue to deploy fiber optic technology and to upgrade the Systems to a
minimum of 550 MHz. The deployment of fiber optic technology will allow the
Company to complete future upgrades to the Systems in a cost-effective manner.
The working capital requirements of a cable television business are
generally not significant since subscribers are billed for services monthly in
advance, while the majority of expenses incurred (except for payroll) are paid
generally 30-60 days after their incurrence.
The Systems' net cash provided by operations was $5.4 million for the
three months ended March 31, 1999. The Systems' net cash used in investing
activities was $5.0 million for the three months ended March 31, 1999. The
Systems' did not provide or use any cash in financing activities for the three
months ended March 31, 1999.
EBITDA represents operating income before interest, taxes, depreciation
and amortization. EBITDA is not intended to be a performance measure that should
be regarded as an alternative either to operating income or net income as an
indicator of operating performance or to the statement of cash flows as a
measure of liquidity, as determined in accordance with generally accepted
accounting principles. EBITDA is included herein because the Company believes
that EBITDA is a meaningful
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measure of performance as it is commonly used in the cable television industry
to analyze and compare cable television companies on the basis of operating
performance, leverage and liquidity. In addition, the primary debt instruments
of the Company contain certain covenants, compliance with which is measured by
computations similar to determining EBITDA. The Company's definition of EBITDA
may not be identical to similarly titled measures by other companies. The
Systems' EBITDA was $8.4 million (54.8% of revenue) for the three months ended
March 31, 1999.
The Company expects to make substantial investments in capital to: (i)
upgrade its cable plant; (ii) build line extensions; (iii) purchase new
equipment; and (iv) acquire the equipment necessary to implement its digital,
Internet and data transmission strategy. In 1999, the Company estimates capital
expenditures will range from approximately $14 million to $17 million. However,
the actual amount and timing of the Company's capital requirements may differ
materially from the Company's estimates as a result of, among other things, the
demand for the Company's services and regulatory, technological and competitive
developments (including additional market developments and new opportunities) in
the Company's industry. During the three months ended March 31, 1999, the
Company made capital expenditures of approximately $2.4 million.
Borrowings under the Credit Agreement bore interest at floating rates,
although the Company was required to maintain interest rate protection programs.
Media's obligations under the Credit Agreement were secured by substantially all
the assets of Media. On April 30, 1999, all outstanding indebtedness under the
Credit Agreement was repaid and the facility was terminated.
As a result of the Charter Transaction (i.e., change of control) and in
accordance with the terms and conditions of the indenture governing the 10 %
senior discount notes due 2008 (the "Notes"), the Company will offer to
repurchase all the Notes at a redemption price of 101% of Accreted Value (as
defined in the indenture) plus accrued interest.
The Indenture governing the 10% senior discount notes limits cash
payments by the Company to the sum of: i) the amount by which consolidated
EBITDA (as defined) exceeds 130% of consolidated interest expense (as defined)
determined on a cumulative basis, ii) capital contributions, and iii) an amount
equal to the net reduction in investments (as defined). Excess cash will be made
available to Charter Communications Operating, LLC ("CCO"), parent entity of CC
LLC, as permitted by the Indenture, including the funding of CCO's credit
facility (the "CCO Credit Agreement").
The Company and all subsidiaries of CCO have guaranteed payment and
performance by CCO of its obligations inherent in the CCO Credit Agreement. In
addition, Group and its wholly owned subsidiaries, Renaissance (Louisiana) Media
LLC and Renaissance (Tennessee) Media LLC, and all subsidiaries of CCO have
pledged their ownership interests as collateral to the CCO Credit Agreement.
YEAR 2000 ISSUES
The Company relies on computer systems, related software applications
and other control devices in operating and monitoring all major aspects of its
business, including, but not limited to, its financial systems (such as general
ledger, accounts payable, payroll and fixed asset modules), subscriber billing
systems, internal networks and telecommunications equipment. The Company also
relies, directly and indirectly, on the external systems of various independent
business enterprises, such as its suppliers and financial organizations, for the
accurate exchange of data.
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The Company continues to assess the likely impact of Year 2000 issues
on its business operations, including its material information technology ("IT")
and non-IT applications. These material applications include all billing and
subscriber information systems, general ledger software, payroll systems,
accounting software, phone switches and certain headend applications, all of
which are third party supported.
The Company believes it has identified all systems that may be affected
by Year 2000 Issues. Concurrent with the identification phase, the Company is
securing compliance determinations relative to all identified systems. For those
systems that the Company believes are material, compliance programs have been
received or such systems have been certified by independent parties as Year 2000
compliant. For those material systems that are subject to compliance programs,
the Company expects to receive Year 2000 certifications from independent parties
by the second quarter of 1999. Determinations of Year 2000 compliance
requirements for less mission critical systems are in progress and are expected
to be completed in the second quarter of 1999.
With respect to third parties with which the Company has a material
relationship, the Company believes its most significant relationships are with
financial institutions, who receive subscriber monthly payments and maintain
Company bank accounts, and subscriber billing and management systems providers.
We have received compliance programs, which, if executed as planned, should
provide a high degree of assurance that all Year 2000 third party issues
described herein will be addressed by mid 1999.
The Company has not incurred any material Year 2000 costs to date, and
excluding the need for contingency plans, does not expect to incur any material
Year 2000 costs in the future because most of its applications are maintained by
third parties who have borne Year 2000 compliance costs.
The Company cannot be certain that it or third parties supporting its
systems have resolved or will resolve all Year 2000 issues in a timely manner.
Failure by the Company or any such third party to successfully address the
relevant Year 2000 issues could result in disruptions of the Company's business
and the incurrence of significant expenses by the Company. Additionally, the
Company could be affected by any disruption to third parties with which the
Company does business if such third parties have not successfully addressed
their Year 2000 issues.
Failure to resolve Year 2000 issues could result in improper billing to
the Company's subscribers which could have a major impact on the recording of
revenue and the collection of cash as well as create significant customer
dissatisfaction. In addition, failure on the part of the financial institutions
with which the Company relies on for its cash collection and management services
could also have significant impact on collections, results of operations and the
liquidity of the Company.
The Company has not yet finalized contingency plans necessary to handle
the most likely worst case scenarios. Before concluding as to possible
contingency plans, the Company must determine whether the material service
providers contemplate having such plans in place. In the event that contingency
plans from material service providers are not in place or are deemed inadequate,
management expects to have such plans in place by the third quarter of 1999.
IMPACT OF INFLATION
With the exception of programming costs, the Company does not believe
that inflation has had or will likely have a significant effect on its results
of operations or capital expenditure programs. Programming cost increases in the
past have tended to exceed inflation and may continue to do so in the future.
The Company, in accordance with FCC regulations, may pass along programming cost
increases to its subscribers.
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PART II OTHER INFORMATION
ITEM 5. OTHER INFORMATION
(a) CHANGE IN CONTROL
As a result of the Charter Transaction and on April 30,
1999, the direct owner of 100% of Group's membership interests
was Charter Communications, LLC and the ultimate beneficial
owner was Paul G. Allen.
In addition to a beneficial ownership interest in Group,
Charter Communications, Inc. ("Charter"), an entity
substantially owned by Paul G. Allen, was named manager of Group
and each of its subsidiaries pursuant to the terms of Amended
and Restated Limited Liability Company Agreements (the "LLC
Agreements"), dated April 30, 1999. Furthermore, Charter now
provides management services to Group and its subsidiaries by
virtue of an Amended and Restated Management Agreement between
Charter and Charter Communications Holdings, LLC ("Charter
Holdings"); this agreement covers all subsidiaries of Charter
Holdings.
(b) CHANGE OF DIRECTORIES
Effective April 30, 1999, pursuant to the LLC Agreements
Jerald L. Kent was appointed as the sole member of the Board of
Directors of Group and each of its subsidiaries.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Included in this report:
3.9 Amended and Restated Limited Liability Agreement of
Renaissance Media Group LLC, dated April 29, 1999
3.10 Amended and Restated Limited Liability Agreement of
Renaissance Media (Louisiana) LLC, dated April 29, 1999
3.11 Amended and Restated Limited Liability Agreement of
Renaissance Media (Tennessee) LLC, dated April 29, 1999
3.12 Amended and Restated Limited Liability Agreement of
Renaissance Media LLC, dated April 29, 1999
10.28 Assumption Agreement, dated as of April 30, 1999, made by
Renaissance Media Group LLC in favor of NationsBank, N.A.
10.29 Assumption Agreement, dated as of April 30, 1999, made by
Renaissance (Louisiana) Media LLC in favor of NationsBank,
N.A.
10.30 Assumption Agreement, dated as of April 30, 1999, made by
Renaissance (Tennessee) Media LLC in favor of NationsBank,
N.A.
10.31 Assumption Agreement, dated as of April 30, 1999, made by
Renaissance Media Capital Corporation in favor of
NationsBank, N.A.
15
16
10.32 Assumption Agreement, dated as of April 30, 1999, made by
Renaissance (Tennessee) Media LLC in favor of NationsBank,
N.A.
10.33 Assumption Agreement, dated as of April 30, 1999, made by
Renaissance Media LLC in favor of NationsBank, N.A.
27.1 Financial Data Schedule (supplied for the information of
the Commission)
(b) REPORTS OF FORM 8-K
The registrant filed a current report on Form 8-K on March
1, 1999, which announced: (1) signing of the Purchase Agreement
among Charter Communications, Inc., Charter Communications, LLC
, Renaissance Media Holdings LLC ("Holdings"), and Renaissance
Media Group LLC ("Group"), pursuant to which Holdings agreed to
sell and Buyer agree to purchase from Holdings, all of the
outstanding limited liability company membership interests in
Group, (2) the issuance of a press release on February 26, 1999
by Group announcing its results of operations for the quarter
ended December 31, 1998 and (3) the issuance of Group's audited
consolidated financial statements for the year ended December
31, 1998.
16
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
Dated May 14, 1999 By: CHARTER COMMUNICATIONS, INC.
----------------------------
its Manager
By: /s/ JERALD L. KENT
----------------------------
Name: Jerald L. Kent
Title: President, Chief Executive Officer
RENAISSANCE MEDIA CAPITAL CORPORATION
Dated May 14, 1999 By: /s/ JERALD L. KENT
----------------------------
Name: Jerald L. Kent
Title: President, Chief Executive Officer
By: /s/ JERALD L. KENT May 14, 1999
----------------------------------------------
Name: Jerald L. Kent
Title: President, Chief Executive Officer
By: /s/ KENT D. KALKWARF May 14, 1999
----------------------------------------------
Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
17
1
EXHIBIT 3.9
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
RENAISSANCE MEDIA GROUP LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
RENAISANCE MEDIA GROUP LLC (this "Agreement"), is entered into as of April 29,
1999 by Charter Communications, LLC, a Delaware limited liability company
("Member") as the sole member of Renaissance Media Group 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
Company Act").
(b) The name of the Company shall be "Renaissance Media Group 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.
2
(f) The execution of the Certificate by Charter and the filing thereof
in the office of the Secretary of State of the State of Delaware, are hereby
ratified, confirmed and approved by the members.
(g) The Manager shall cause the Company to be qualified, formed or
registered under assumed or fictitious name statutes or similar laws in any
jurisdiction in which the Company transacts business in which such
qualification, formation or registration is required or desirable. The Manager,
as an authorized person within the meaning of the Delaware Limited Liability
Company Act, shall execute, deliver and file any 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.
SECTION 2. Purposes. The Company is formed for the object and purpose
of, and the nature of the business to be conducted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Delaware Limited Liability Company Act and engaging in any and
all activities necessary, convenient, desirable or incidental to the foregoing.
SECTION 3. Powers. The Company shall have all powers necessary,
appropriate or incidental to the accomplishment of its purposes and all other
powers conferred upon a limited liability company pursuant to the Delaware
Limited Liability Company Act.
SECTION 4. Management.
(a) Management by Managers. The Members hereby unanimously elect
Charter Communications, Inc. ("CCI"), a Delaware corporation, or its
successor-in-interest, as the Company's Manager. CCI shall be the Manager until
the Members unanimously elect otherwise. No additional person may be elected as
Manager without the unanimous approval of the Members. Except as otherwise
required by applicable law and as provided below with respect to the Board of
Directors, the powers of the Company shall at all times be exercised by or under
the authority of, and the business, property and affairs of the Company shall be
managed by, or under the direction of, the Manager.
The Manager shall be authorized to elect, remove or replace directors
and officers of the Company, who shall have such authority with respect to the
management of the business and affairs of the Company as set forth herein or as
otherwise specified by the Manager in the resolution or resolutions pursuant to
which such directors or officers were elected.
Except as otherwise required by applicable law, CCI, in its capacity as
Manager, shall be authorized to execute or endorse any check, draft, evidence of
indebtedness, instrument, obligation, note, mortgage, contract, agreement,
certificate or other document on behalf of the Company.
No annual or regular meetings of the Manager or the members are
required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.
(b) Board of Directors.
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i) Notwithstanding paragraph (a) above, the Manager may
delegate its power to manage the business of the Company to a Board of Directors
(the "Board") which, subject to the limitations set forth below, shall have the
authority to exercise all such powers of the Company and do all such lawful acts
and things as may be done by a manager of a limited liability company under the
Delaware Limited Liability Company Act and as are not by statute, by the
Certificate, or by this Agreement directed or required to be exercised or done
by the Manager. The rights and duties of the members of the Board may not be
assigned or delegated to any person or entity.
ii) Except as otherwise provided herein, members of the
Board shall possess and may exercise all the powers and privileges and shall
have all of the obligations and duties to the Company and the Members granted to
or imposed on directors of a corporation organized under the laws of the State
of Delaware.
iii) The number of directors shall initially be one (1),
which number may be changed from time to time by the Manager. The initial
director shall be Jerald L. Kent.
iv) Each director shall be appointed by the Manager and
shall serve in such capacity until the earlier of his resignation, removal or
replacement by the Manager.
v) No director shall be entitled to any compensation for
serving as a director. No fee shall be paid to any director for attendance at
any meeting of the Board; provided, however, that the Company may reimburse
directors for the actual reasonable costs incurred in such attendance.
(c) Consent Required. The affirmative vote, approval, consent or
ratification of the Manager shall be required to:
i) alter the primary purposes of the Company as set forth
in Section 2;
ii) issue membership interests in the Company to any Person
and admit such Person as a Member;
iii) do any act in contravention of this Agreement or any
resolution of the Members, or cause the Company to engage in any business not
authorized by the Certificate or the terms of this Agreement or that which would
make it impossible to carry on the usual course of business of the Company;
iv) enter into or amend any agreement which provides for
the management of the business or affairs of the Company by a person other than
the Manager;
v) change or reorganize the Company into any other legal
form;
vi) amend this Agreement;
vii) approve a merger or consolidation with another Person;
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viii) sell all or substantially all of the assets of the
Company;
ix) change the status of the Company from one in which
management is vested in the Manager to one in which management is vested in the
Members or in any other manager, other than as may be delegated to the Board and
the officers hereunder;
x) possess any Company property or assign the rights of
the Company in specific Company property for other than a Company purpose;
xi) operate the Company in such a manner that the Company
becomes an investment company" for purposes of the Investment Company Act of
1940;
xii) except as otherwise provided or contemplated herein,
enter into any agreement to acquire property or services from any Person who is
a director or officer;
xiii) settle any litigation or arbitration with any third
party, any Member, or any Affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will exceed $5,000,000;
xiv) materially change any of the tax reporting positions or
elections of the Company;
xv) make or commit to any expenditures which, individually
or in the aggregate, exceed or are reasonably expected to exceed the Company's
total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000); or
xvi) make or incur any secured or unsecured indebtedness
which individually or in the aggregate exceeds Five Million Dollars
($5,000,000), provided that this restriction shall not apply to (i) any
refinancing of or amendment to existing indebtedness which does increase total
borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any
company controlled by or under common control with the Company ("Intercompany
Indebtedness"), (iii) the pledge of any assets to support any otherwise
permissible indebtedness of the Company or any Intercompany Indebtedness or (iv)
indebtedness necessary to finance a transaction or purchase approved by he
Manager.
(d) Board of Director Meetings.
i) Regular Meetings. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board, but not less often than annually.
ii) Special Meetings. Special meetings of the Board may be
called by the president or any member of the Board on twenty-four (24) hours'
notice to each director; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of Members
holding a majority of the Common Units held by all Members. Notice of a special
meeting may be given by facsimile.
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iii) Telephonic Meetings. Members of the Board may
participate in any regular or special meeting of the Board, by means of
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.4(c) will constitute presence in person at
such meeting.
iv) Quorum. Subject to the provisions of Section 4.3, at
all meetings of the Board, a majority of the directors shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board,
except as may be otherwise specifically provided by statute, the Certificate or
this Agreement. If a quorum is not present at any meeting of the Board, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present. Notice of such adjournment shall be given to any
director not present at such meeting.
v) Action Without Meeting. Unless otherwise restricted by
the Certificate of Formation or this Agreement, any action required or permitted
to be taken at any meeting of the Board may be taken without a meeting if all
members of the Board consent thereto in writing and such written consent is
filed with die minutes of proceedings of the Board.
(e) Board's Duty of Care. The Board's duty of care in the discharge of
its duties to the Company and the Members is limited to discharging its duties
pursuant to this Agreement in good faith, with the care a corporate director of
like position would exercise under similar circumstances, in the manner it
reasonably believes to be in the best interests of the Company. In discharging
its duties, the Board shall not be liable to the Company or to any Member for
any mistake or error in judgment or for any act or omission believed in good
faith to be within the scope of authority conferred by this Agreement or
approved by the Manager.
SECTION 5. Officers.
(a) Officers. The officers shall be a President, a Treasurer and a
Secretary, and such other additional officers, including a Chairman of the
Board, one or more Chairmen, Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board, the Manager or the President may from time to
time elect. Any two or more offices may be held by the same individual.
(b) Election and Term. The President, Treasurer and Secretary shall be
elected by and shall hold office at the pleasure of the Board or the Manager.
The Board, the Manager or the President may elect such other officers and agents
as it shall deem desirable, who shall hold office at the pleasure of the Board,
the Manager or the President, and who shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board, the
Manager or the President.
(c) Removal. Any officer may be removed by the affirmative vote of the
Manager or the affirmative vote of at least a majority of the directors then in
office, with or without cause, for any reason or for no reason. Any officer
other than the President, the Treasurer or the Secretary may be removed by the
President, with or without cause, for any reason or for no reason.
(d) Duties and Authority of Officers.
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i) President. The President shall be the chief executive
officer and (if no other person has been appointed as such) the chief operating
officer of the Company; shall preside at all meetings of the Members and
directors; shall have general supervision and active management of the business
and finances of the Company; shall see that all orders and resolutions of the
Board or the Manager are carried into effect; subject, however, to the right of
the directors to delegate any specific powers to any other officer or officers.
In the absence of direction by the Board or Manager to the contrary, the
President shall have the power to vote all securities held by the Company and to
issue proxies therefor. In the absence or disability of the President, any
Chairman (if any) or, if there is no Chairman, the most senior available officer
appointed by the Board or the Manager shall perform the duties and exercise the
powers of the President with the same force and effect as if performed by the
President, and shall be subject to all restrictions imposed upon him.
ii) Vice President. Each Vice President, if any, shall
perform such duties as shall be assigned to him or her and shall exercise such
powers as may be granted to him or her by the Manager, the Board or by the
President of the Company. In the absence of direction by the Board, the Manager
or the President to the contrary, the any Senior Vice President shall have the
power to vote all securities held by the Company and to issue proxies therefor.
iii) The Secretary. The Secretary shall give, or cause to be
given, a notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of Directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof. The Secretary shall perform such other duties as
may be prescribed from time to time by the Manager or the Board.
iv) The Treasurer. The Treasurer shall have custody of the
Company funds and securities and shall keep or cause to be kept full and
accurate accounts of receipts and disbursements in books of the Company to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the Company in the name and to the credit of the Company in depositories
designated by the Manager or the Board; and shall disburse the funds of the
Company as may be ordered by the Manager or the Board.
v) The Chairmen. Each Chairman, if any, shall perform such
duties as shall be assigned, and shall exercise such powers as may be granted to
him or her by the Manager or the Board.
SECTION 6. Members.
(a) The members of the Company shall be set forth on Exhibit A hereto.
Other persons may be admitted as members from time to time pursuant to the
provisions of this Agreement.
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(b) No member shall be liable for the debts, liabilities and
obligations of the Company, including any debts, liabilities and obligations
under a judgment, decree or order of a court.
(c) Neither a member nor any of its affiliates, partners, members,
directors, managers, officers or employees shall be expressly or impliedly
restricted or prohibited by virtue of this Agreement or the relationships
created hereby from engaging in other activities or business ventures of any
kind or character whatsoever. Except as otherwise agreed in writing, each member
and its affiliates, partners, members, directors, managers, officers and
employees shall have the right to conduct, or to possess a direct or indirect
ownership interest in, activities and business ventures of every type and
description, including activities and business ventures in direct competition
with the Company.
SECTION 7. Percentage Interests. Each member has heretofore made the
capital contribution or has the percentage interest described in the Limited
Liability Company Agreement dated March 20, 1998. As of the date hereof, the
Percentage Interests or number of membership units held by each Member shall be
as set forth in Exhibit A attached hereto.
SECTION 8. Distributions. The Company may from time to time distribute
to the members such amounts in cash and other assets as shall be determined by
the members. Each such distribution, including liquidating distributions, shall
be divided among the members in accordance with their Percentage Interests.
SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the members in accordance with their Percentage Interests or number
of membership units.
SECTION 10. Dissolution; Winding Up.
(a) The Company shall be dissolved upon (i) the adoption of a plan of
dissolution by the members or (ii) the occurrence of any event required to cause
the dissolution of the Company under the Delaware Limited Liability Company Act.
(b) Any dissolution of the Company shall be effective as of the date on
which the event occurs giving rise to such dissolution, but the Company shall
not terminate unless and until all its affairs have been wound up and its assets
distributed in accordance with the provisions of the Delaware Limited Liability
Company Act.
(c) Upon dissolution of the Company, the Company shall continue solely
for the purposes of winding up its business and affairs as soon as reasonably
practicable. Promptly after the dissolution of the Company, the Manager shall
immediately commence to wind up the affairs of the Company in accordance with
the provisions of this Agreement and the Delaware Limited Liability Company Act.
In winding up the business and affairs of the Company, the Manager may take any
and all actions that they determine in its sole discretion to be in the best
interests of the members, including, but not limited to, any actions relating to
(i) causing written notice by registered or certified mail of the Company's
intention to dissolve to be mailed to each known creditor of and claimant
against the Company, (ii) the payment, settlement or compromise of existing
claims against the Company, (iii) the making of reasonable provisions for
payment of contingent claims against the Company and (iv) the sale or
disposition of the properties and
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assets of the Company. It is expressly understood and agreed that a reasonable
time shall be allowed for the orderly liquidation of the assets of the Company
and the satisfaction of claims against the Company so as to enable the Manager
to minimize the losses that may result from a liquidation.
SECTION 11. Transfer. For so long as the Company has more than one
member, no member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other members; provided,
however, that this Section 11 shall not restrict the ability of any member to
transfer (at any time) all or a portion of its limited liability company
interest in the Company to another member. Upon the transfer of a member's
limited liability company interest, the Manager shall provide notice of such
transfer to each of the other members and shall amend Exhibit A hereto to
reflect the transfer.
SECTION 12. Admission of Additional Members. The admission of
additional members to the Company shall be accomplished by the amendment of this
Agreement and, if required by the Delaware Limited Liability Company Act.
SECTION 13. Tax Matters. The members agree that, so long as the Company
has more than one member, it is intended that the Company shall be treated as a
partnership for purposes of United States federal, state and local income tax
laws, and further agree not to take any position or make any election, in a tax
return or otherwise, inconsistent therewith. So long as the Company is a
partnership for federal income tax purposes, the "tax matters partner" of the
Company (the "Tax Matters Member") for purposes of section 6231(a)(7) of the
Internal Revenue Code of 1986, as amended, shall be as set forth in Exhibit A,
attached hereto. The Tax Matters Member shall have the power to manage and
control, on behalf of the Company, any administrative proceeding at the Company
level with the Internal Revenue Service relating to the determination of any
item of Company income, gain, loss, deduction or credit for federal income tax
purposes. In the event that the Company becomes a sole member entity, it is
intended that for federal income tax purposes its assets be deemed to be owned
by the sole member in accordance with the applicable Treasury Regulations.
SECTION 14. Exculpation and Indemnification.
(a) Neither the members, the Manager, the directors, their affiliates,
nor any person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any member or any such affiliate and who, in
such capacity, shall engage, or shall have engaged, in activities on behalf of
the Company (a "Specified Agent") shall be liable, in damages or otherwise, to
the Company or to any member for, and neither the Company nor any member shall
take any action against such members, their affiliates or any Specified Agent,
in respect of any loss which arises out of any acts or omissions performed or
omitted by it pursuant to the authority granted by this Agreement, or otherwise
performed on behalf of the Company, if such member, such affiliate, or such
Specified Agent, as applicable, in good faith, determined that such course of
conduct was in the best interests of the Company. Each member shall look solely
to the assets of the Company for return of his, her or its investment, and if
the property of the Company remaining after the discharge of the debts and
liabilities of the Company is insufficient to return such investment, each
member shall have no recourse against the Company, the other
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members or their affiliates, except as expressly provided herein; provided,
however, that the foregoing shall not relieve any member of any fiduciary duty
or duty of fair dealing to the other members that it may have under applicable
law.
(b) In any threatened, pending or completed claim, action, suit or
proceeding to which a member, any of such member's affiliates, or any Specified
Agent was or is a party or is threatened to be made a party by reason of the
fact that such person is or was engaged in activities on behalf of the Company,
including without limitation any action or proceeding brought under the
Securities Act of 1933, as amended, against a member, any of such member's
affiliates, or any Specified Agent relating to the Company, the Company shall
indemnify and hold harmless the members, any such affiliates, and any such
Specified Agents against losses, damages, expenses (including attorneys' fees),
judgments and amounts paid in settlement actually and reasonably incurred by or
in connection with such claim, action, suit or proceeding; provided, however,
that none of the members, any of their affiliates or any Specified Agent shall
be indemnified for actions constituting bad faith, willful misconduct, or fraud.
Any act or omission by any member, any of such member's affiliates or any
Specified Agent, if done in reliance upon the opinion of independent legal
counsel or public accountants selected with reasonable care by such member, such
affiliate or such Specified Agent, as applicable, shall not constitute bad
faith, willful misconduct, or fraud on the part of such member, affiliate or
Specified Agent.
(c) The termination of any claim, action, suit or proceeding by
judgment, order or settlement shall not, of itself, create a presumption that
any act or failure to act by a member, such member's affiliate or any Specified
Agent constituted bad faith, willful misconduct or fraud under this Agreement.
(d) Any such indemnification under this Section 13 shall be recoverable
only out of the assets of the Company and not from the members.
SECTION 15. Miscellaneous.
(a) A member's limited liability company interest may be evidenced by a
certificate of limited liability company interest executed by the Manager or an
officer and in substantially the form attached hereto as Exhibit B (or in such
other form as the Manager may approve).
(b) The terms and provisions set forth in this Agreement may be
amended, and compliance with any term or provision set forth herein may be
waived, only by a written instrument executed by each member. No failure or
delay on the part of any member in exercising any right, power or privilege
granted hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
granted hereunder.
(c) This Agreement shall be binding upon and inure to the benefit of
the members and their respective successors and assigns.
(d) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to any conflicts of law
principles that would require the application of the laws of any other
jurisdiction.
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(e) In the event that any provision contained in this Agreement shall
be held to be invalid, illegal or unenforceable for any reason, the invalidity,
illegality or unenforceability thereof shall not affect any other provision
hereof.
(f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the party has caused this Agreement to be duly
executed on the date first above written.
RENAISSANCE MEDIA GROUP LLC
By: /s/Curtis S. Shaw
---------------------------------
Curtis S. Shaw
Senior Vice President
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EXHIBIT A
MEMBER NAME NUMBER OF UNITS/PERCENTAGE INTEREST
- ----------- -----------------------------------
Charter Communications, LLC 100%
TAX MATTERS MEMBER
- ------------------
Charter Communications, Inc.
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EXHIBIT B
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EXHIBIT 3.10
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
RENAISSANCE MEDIA (LOUISIANA) LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
RENAISANCE MEDIA (LOUISIANA) 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 (Louisiana) 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
Company Act").
(b) The name of the Company shall be "Renaissance Media (Louisiana)
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.
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(f) The execution of the Certificate by Charter and the filing thereof
in the office of the Secretary of State of the State of Delaware, are hereby
ratified, confirmed and approved by the members.
(g) The Manager shall cause the Company to be qualified, formed or
registered under assumed or fictitious name statutes or similar laws in any
jurisdiction in which the Company transacts business in which such
qualification, formation or registration is required or desirable. The Manager,
as an authorized person within the meaning of the Delaware Limited Liability
Company Act, shall execute, deliver and file any 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.
SECTION 2. Purposes. The Company is formed for the object and purpose
of, and the nature of the business to be conducted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Delaware Limited Liability Company Act and engaging in any and
all activities necessary, convenient, desirable or incidental to the foregoing.
SECTION 3. Powers. The Company shall have all powers necessary,
appropriate or incidental to the accomplishment of its purposes and all other
powers conferred upon a limited liability company pursuant to the Delaware
Limited Liability Company Act.
SECTION 4. Management.
(a) Management by Managers. The Members hereby unanimously elect
Charter Communications, Inc. ("CCI"), a Delaware corporation, or its
successor-in-interest, as the Company's Manager. CCI shall be the Manager until
the Members unanimously elect otherwise. No additional person may be elected as
Manager without the unanimous approval of the Members. Except as otherwise
required by applicable law and as provided below with respect to the Board of
Directors, the powers of the Company shall at all times be exercised by or under
the authority of, and the business, property and affairs of the Company shall be
managed by, or under the direction of, the Manager.
The Manager shall be authorized to elect, remove or replace directors
and officers of the Company, who shall have such authority with respect to the
management of the business and affairs of the Company as set forth herein or as
otherwise specified by the Manager in the resolution or resolutions pursuant to
which such directors or officers were elected.
Except as otherwise required by applicable law, CCI, in its capacity as
Manager, shall be authorized to execute or endorse any check, draft, evidence of
indebtedness, instrument, obligation, note, mortgage, contract, agreement,
certificate or other document on behalf of the Company.
No annual or regular meetings of the Manager or the members are
required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.
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(b) Board of Directors.
i) Notwithstanding paragraph (a) above, the Manager may
delegate its power to manage the business of the Company to a Board of Directors
(the "Board") which, subject to the limitations set forth below, shall have the
authority to exercise all such powers of the Company and do all such lawful acts
and things as may be done by a manager of a limited liability company under the
Delaware Limited Liability Company Act and as are not by statute, by the
Certificate, or by this Agreement directed or required to be exercised or done
by the Manager. The rights and duties of the members of the Board may not be
assigned or delegated to any person or entity.
ii) Except as otherwise provided herein, members of the
Board shall possess and may exercise all the powers and privileges and shall
have all of the obligations and duties to the Company and the Members granted to
or imposed on directors of a corporation organized under the laws of the State
of Delaware.
iii) The number of directors shall initially be one (1),
which number may be changed from time to time by the Manager. The initial
director shall be Jerald L. Kent.
iv) Each director shall be appointed by the Manager and
shall serve in such capacity until the earlier of his resignation, removal or
replacement by the Manager.
v) No director shall be entitled to any compensation for
serving as a director. No fee shall be paid to any director for attendance at
any meeting of the Board; provided, however, that the Company may reimburse
directors for the actual reasonable costs incurred in such attendance.
(c) Consent Required. The affirmative vote, approval, consent or
ratification of the Manager shall be required to:
i) alter the primary purposes of the Company as set forth
in Section 2;
ii) issue membership interests in the Company to any Person
and admit such Person as a Member;
iii) do any act in contravention of this Agreement or any
resolution of the Members, or cause the Company to engage in any business not
authorized by the Certificate or the terms of this Agreement or that which would
make it impossible to carry on the usual course of business of the Company;
iv) enter into or amend any agreement which provides for
the management of the business or affairs of the Company by a person other than
the Manager;
v) change or reorganize the Company into any other legal
form;
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vi) amend this Agreement;
vii) approve a merger or consolidation with another Person;
viii) sell all or substantially all of the assets of the
Company;
ix) change the status of the Company from one in which
management is vested in the Manager to one in which management is vested in the
Members or in any other manager, other than as may be delegated to the Board and
the officers hereunder;
x) possess any Company property or assign the rights of
the Company in specific Company property for other than a Company purpose;
xi) operate the Company in such a manner that the Company
becomes an investment company" for purposes of the Investment Company Act of
1940;
xii) except as otherwise provided or contemplated herein,
enter into any agreement to acquire property or services from any Person who is
a director or officer;
xiii) settle any litigation or arbitration with any third
party, any Member, or any Affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will exceed $5,000,000;
xiv) materially change any of the tax reporting positions or
elections of the Company;
xv) make or commit to any expenditures which, individually
or in the aggregate, exceed or are reasonably expected to exceed the Company's
total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000); or
xvi) make or incur any secured or unsecured indebtedness
which individually or in the aggregate exceeds Five Million Dollars
($5,000,000), provided that this restriction shall not apply to (i) any
refinancing of or amendment to existing indebtedness which does increase total
borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any
company controlled by or under common control with the Company ("Intercompany
Indebtedness"), (iii) the pledge of any assets to support any otherwise
permissible indebtedness of the Company or any Intercompany Indebtedness or (iv)
indebtedness necessary to finance a transaction or purchase approved by he
Manager.
(d) Board of Director Meetings.
i) Regular Meetings. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board, but not less often than annually.
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ii) Special Meetings. Special meetings of the Board may be
called by the president or any member of the Board on twenty-four (24) hours'
notice to each director; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of Members
holding a majority of the Common Units held by all Members. Notice of a special
meeting may be given by facsimile.
iii) Telephonic Meetings. Members of the Board may
participate in any regular or special meeting of the Board, by means of
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.4(c) will constitute presence in person at
such meeting.
iv) Quorum. Subject to the provisions of Section 4.3, at
all meetings of the Board, a majority of the directors shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board,
except as may be otherwise specifically provided by statute, the Certificate or
this Agreement. If a quorum is not present at any meeting of the Board, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present. Notice of such adjournment shall be given to any
director not present at such meeting.
v) Action Without Meeting. Unless otherwise restricted by
the Certificate of Formation or this Agreement, any action required or permitted
to be taken at any meeting of the Board may be taken without a meeting if all
members of the Board consent thereto in writing and such written consent is
filed with die minutes of proceedings of the Board.
(e) Board's Duty of Care. The Board's duty of care in the discharge of
its duties to the Company and the Members is limited to discharging its duties
pursuant to this Agreement in good faith, with the care a corporate director of
like position would exercise under similar circumstances, in the manner it
reasonably believes to be in the best interests of the Company. In discharging
its duties, the Board shall not be liable to the Company or to any Member for
any mistake or error in judgment or for any act or omission believed in good
faith to be within the scope of authority conferred by this Agreement or
approved by the Manager.
SECTION 5. Officers.
(a) Officers. The officers shall be a President, a Treasurer and a
Secretary, and such other additional officers, including a Chairman of the
Board, one or more Chairmen, Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board, the Manager or the President may from time to
time elect. Any two or more offices may be held by the same individual.
(b) Election and Term. The President, Treasurer and Secretary shall be
elected by and shall hold office at the pleasure of the Board or the Manager.
The Board, the Manager or the President may elect such other officers and agents
as it shall deem desirable, who shall hold office at the pleasure of the Board,
the Manager or the President, and who shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board, the
Manager or the President.
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(c) Removal. Any officer may be removed by the affirmative vote of the
Manager or the affirmative vote of at least a majority of the directors then in
office, with or without cause, for any reason or for no reason. Any officer
other than the President, the Treasurer or the Secretary may be removed by the
President, with or without cause, for any reason or for no reason.
(d) Duties and Authority of Officers.
i) President. The President shall be the chief executive
officer and (if no other person has been appointed as such) the chief operating
officer of the Company; shall preside at all meetings of the Members and
directors; shall have general supervision and active management of the business
and finances of the Company; shall see that all orders and resolutions of the
Board or the Manager are carried into effect; subject, however, to the right of
the directors to delegate any specific powers to any other officer or officers.
In the absence of direction by the Board or Manager to the contrary, the
President shall have the power to vote all securities held by the Company and to
issue proxies therefor. In the absence or disability of the President, any
Chairman (if any) or, if there is no Chairman, the most senior available officer
appointed by the Board or the Manager shall perform the duties and exercise the
powers of the President with the same force and effect as if performed by the
President, and shall be subject to all restrictions imposed upon him.
ii) Vice President. Each Vice President, if any, shall
perform such duties as shall be assigned to him or her and shall exercise such
powers as may be granted to him or her by the Manager, the Board or by the
President of the Company. In the absence of direction by the Board, the Manager
or the President to the contrary, the any Senior Vice President shall have the
power to vote all securities held by the Company and to issue proxies therefor.
iii) The Secretary. The Secretary shall give, or cause to be
given, a notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of Directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof. The Secretary shall perform such other duties as
may be prescribed from time to time by the Manager or the Board.
iv) The Treasurer. The Treasurer shall have custody of the
Company funds and securities and shall keep or cause to be kept full and
accurate accounts of receipts and disbursements in books of the Company to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the Company in the name and to the credit of the Company in depositories
designated by the Manager or the Board; and shall disburse the funds of the
Company as may be ordered by the Manager or the Board.
v) The Chairmen. Each Chairman, if any, shall perform such
duties as shall be assigned, and shall exercise such powers as may be granted to
him or her by the Manager or the Board.
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SECTION 6. Members.
(a) The members of the Company shall be set forth on Exhibit A hereto.
Other persons may be admitted as members from time to time pursuant to the
provisions of this Agreement.
(b) No member shall be liable for the debts, liabilities and
obligations of the Company, including any debts, liabilities and obligations
under a judgment, decree or order of a court.
(c) Neither a member nor any of its affiliates, partners, members,
directors, managers, officers or employees shall be expressly or impliedly
restricted or prohibited by virtue of this Agreement or the relationships
created hereby from engaging in other activities or business ventures of any
kind or character whatsoever. Except as otherwise agreed in writing, each member
and its affiliates, partners, members, directors, managers, officers and
employees shall have the right to conduct, or to possess a direct or indirect
ownership interest in, activities and business ventures of every type and
description, including activities and business ventures in direct competition
with the Company.
SECTION 7. Percentage Interests. Each member has heretofore made the
capital contribution or has the percentage interest described in the Limited
Liability Company Agreement dated March 20, 1998. As of the date hereof, the
Percentage Interests or number of membership units held by each Member shall be
as set forth in Exhibit A attached hereto.
SECTION 8. Distributions. The Company may from time to time distribute
to the members such amounts in cash and other assets as shall be determined by
the members. Each such distribution, including liquidating distributions, shall
be divided among the members in accordance with their Percentage Interests.
SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the members in accordance with their Percentage Interests or number
of membership units.
SECTION 10. Dissolution; Winding Up.
(a) The Company shall be dissolved upon (i) the adoption of a plan of
dissolution by the members or (ii) the occurrence of any event required to cause
the dissolution of the Company under the Delaware Limited Liability Company Act.
(b) Any dissolution of the Company shall be effective as of the date on
which the event occurs giving rise to such dissolution, but the Company shall
not terminate unless and until all its affairs have been wound up and its assets
distributed in accordance with the provisions of the Delaware Limited Liability
Company Act.
(c) Upon dissolution of the Company, the Company shall continue solely
for the purposes of winding up its business and affairs as soon as reasonably
practicable. Promptly after the dissolution of the Company, the Manager shall
immediately commence to wind up the affairs of the Company in accordance with
the provisions of this Agreement and the Delaware Limited Liability Company Act.
In winding up the business and affairs of the Company, the Manager
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may take any and all actions that they determine in its sole discretion to be in
the best interests of the members, including, but not limited to, any actions
relating to (i) causing written notice by registered or certified mail of the
Company's intention to dissolve to be mailed to each known creditor of and
claimant against the Company, (ii) the payment, settlement or compromise of
existing claims against the Company, (iii) the making of reasonable provisions
for payment of contingent claims against the Company and (iv) the sale or
disposition of the properties and assets of the Company. It is expressly
understood and agreed that a reasonable time shall be allowed for the orderly
liquidation of the assets of the Company and the satisfaction of claims against
the Company so as to enable the Manager to minimize the losses that may result
from a liquidation.
SECTION 11. Transfer. For so long as the Company has more than one
member, no member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other members; provided,
however, that this Section 11 shall not restrict the ability of any member to
transfer (at any time) all or a portion of its limited liability company
interest in the Company to another member. Upon the transfer of a member's
limited liability company interest, the Manager shall provide notice of such
transfer to each of the other members and shall amend Exhibit A hereto to
reflect the transfer.
SECTION 12. Admission of Additional Members. The admission of
additional members to the Company shall be accomplished by the amendment of this
Agreement and, if required by the Delaware Limited Liability Company Act.
SECTION 13. Tax Matters. The members agree that, so long as the Company
has more than one member, it is intended that the Company shall be treated as a
partnership for purposes of United States federal, state and local income tax
laws, and further agree not to take any position or make any election, in a tax
return or otherwise, inconsistent therewith. So long as the Company is a
partnership for federal income tax purposes, the "tax matters partner" of the
Company (the "Tax Matters Member") for purposes of section 6231(a)(7) of the
Internal Revenue Code of 1986, as amended, shall be as set forth in Exhibit A,
attached hereto. The Tax Matters Member shall have the power to manage and
control, on behalf of the Company, any administrative proceeding at the Company
level with the Internal Revenue Service relating to the determination of any
item of Company income, gain, loss, deduction or credit for federal income tax
purposes. In the event that the Company becomes a sole member entity, it is
intended that for federal income tax purposes its assets be deemed to be owned
by the sole member in accordance with the applicable Treasury Regulations.
SECTION 14. Exculpation and Indemnification.
(a) Neither the members, the Manager, the directors, their affiliates,
nor any person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any member or any such affiliate and who, in
such capacity, shall engage, or shall have engaged, in activities on behalf of
the Company (a "Specified Agent") shall be liable, in damages or otherwise, to
the Company or to any member for, and neither the Company nor any member shall
take any action against such members, their affiliates or any Specified Agent,
in respect of any loss which arises out of any acts or omissions performed or
omitted by it pursuant to the
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authority granted by this Agreement, or otherwise performed on behalf of the
Company, if such member, such affiliate, or such Specified Agent, as applicable,
in good faith, determined that such course of conduct was in the best interests
of the Company. Each member shall look solely to the assets of the Company for
return of his, her or its investment, and if the property of the Company
remaining after the discharge of the debts and liabilities of the Company is
insufficient to return such investment, each member shall have no recourse
against the Company, the other members or their affiliates, except as expressly
provided herein; provided, however, that the foregoing shall not relieve any
member of any fiduciary duty or duty of fair dealing to the other members that
it may have under applicable law.
(b) In any threatened, pending or completed claim, action, suit or
proceeding to which a member, any of such member's affiliates, or any Specified
Agent was or is a party or is threatened to be made a party by reason of the
fact that such person is or was engaged in activities on behalf of the Company,
including without limitation any action or proceeding brought under the
Securities Act of 1933, as amended, against a member, any of such member's
affiliates, or any Specified Agent relating to the Company, the Company shall
indemnify and hold harmless the members, any such affiliates, and any such
Specified Agents against losses, damages, expenses (including attorneys' fees),
judgments and amounts paid in settlement actually and reasonably incurred by or
in connection with such claim, action, suit or proceeding; provided, however,
that none of the members, any of their affiliates or any Specified Agent shall
be indemnified for actions constituting bad faith, willful misconduct, or fraud.
Any act or omission by any member, any of such member's affiliates or any
Specified Agent, if done in reliance upon the opinion of independent legal
counsel or public accountants selected with reasonable care by such member, such
affiliate or such Specified Agent, as applicable, shall not constitute bad
faith, willful misconduct, or fraud on the part of such member, affiliate or
Specified Agent.
(c) The termination of any claim, action, suit or proceeding by
judgment, order or settlement shall not, of itself, create a presumption that
any act or failure to act by a member, such member's affiliate or any Specified
Agent constituted bad faith, willful misconduct or fraud under this Agreement.
(d) Any such indemnification under this Section 13 shall be recoverable
only out of the assets of the Company and not from the members.
SECTION 15. Miscellaneous.
(a) A member's limited liability company interest may be evidenced by a
certificate of limited liability company interest executed by the Manager or an
officer and in substantially the form attached hereto as Exhibit B (or in such
other form as the Manager may approve).
(b) The terms and provisions set forth in this Agreement may be
amended, and compliance with any term or provision set forth herein may be
waived, only by a written instrument executed by each member. No failure or
delay on the part of any member in exercising any right, power or privilege
granted hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
granted hereunder.
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(c) This Agreement shall be binding upon and inure to the benefit of
the members and their respective successors and assigns.
(d) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to any conflicts of law
principles that would require the application of the laws of any other
jurisdiction.
(e) In the event that any provision contained in this Agreement shall
be held to be invalid, illegal or unenforceable for any reason, the invalidity,
illegality or unenforceability thereof shall not affect any other provision
hereof.
(f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the party has caused this Agreement to be duly
executed on the date first above written.
RENAISSANCE MEDIA (LOUISIANA) LLC
By: /s/Curtis S. Shaw
-------------------------------
Curtis S. Shaw
Senior Vice President
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EXHIBIT A
MEMBER NAME NUMBER OF UNITS/PERCENTAGE INTEREST
- ----------- -----------------------------------
Renaissance Media Group LLC 100%
TAX MATTERS MEMBER
- ------------------
Charter Communications, Inc.
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EXHIBIT B
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EXHIBIT 3.11
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
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
Company Act").
(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.
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(f) The execution of the Certificate by Charter and the filing thereof
in the office of the Secretary of State of the State of Delaware, are hereby
ratified, confirmed and approved by the members.
(g) The Manager shall cause the Company to be qualified, formed or
registered under assumed or fictitious name statutes or similar laws in any
jurisdiction in which the Company transacts business in which such
qualification, formation or registration is required or desirable. The Manager,
as an authorized person within the meaning of the Delaware Limited Liability
Company Act, shall execute, deliver and file any 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.
SECTION 2. Purposes. The Company is formed for the object and purpose
of, and the nature of the business to be conducted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Delaware Limited Liability Company Act and engaging in any and
all activities necessary, convenient, desirable or incidental to the foregoing.
SECTION 3. Powers. The Company shall have all powers necessary,
appropriate or incidental to the accomplishment of its purposes and all other
powers conferred upon a limited liability company pursuant to the Delaware
Limited Liability Company Act.
SECTION 4. Management.
(a) Management by Managers. The Members hereby unanimously elect
Charter Communications, Inc. ("CCI"), a Delaware corporation, or its
successor-in-interest, as the Company's Manager. CCI shall be the Manager until
the Members unanimously elect otherwise. No additional person may be elected as
Manager without the unanimous approval of the Members. Except as otherwise
required by applicable law and as provided below with respect to the Board of
Directors, the powers of the Company shall at all times be exercised by or under
the authority of, and the business, property and affairs of the Company shall be
managed by, or under the direction of, the Manager.
The Manager shall be authorized to elect, remove or replace directors
and officers of the Company, who shall have such authority with respect to the
management of the business and affairs of the Company as set forth herein or as
otherwise specified by the Manager in the resolution or resolutions pursuant to
which such directors or officers were elected.
Except as otherwise required by applicable law, CCI, in its capacity as
Manager, shall be authorized to execute or endorse any check, draft, evidence of
indebtedness, instrument, obligation, note, mortgage, contract, agreement,
certificate or other document on behalf of the Company.
No annual or regular meetings of the Manager or the members are
required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.
(b) Board of Directors.
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i) Notwithstanding paragraph (a) above, the Manager may
delegate its power to manage the business of the Company to a Board of Directors
(the "Board") which, subject to the limitations set forth below, shall have the
authority to exercise all such powers of the Company and do all such lawful acts
and things as may be done by a manager of a limited liability company under the
Delaware Limited Liability Company Act and as are not by statute, by the
Certificate, or by this Agreement directed or required to be exercised or done
by the Manager. The rights and duties of the members of the Board may not be
assigned or delegated to any person or entity.
ii) Except as otherwise provided herein, members of the
Board shall possess and may exercise all the powers and privileges and shall
have all of the obligations and duties to the Company and the Members granted to
or imposed on directors of a corporation organized under the laws of the State
of Delaware.
iii) The number of directors shall initially be one (1),
which number may be changed from time to time by the Manager. The initial
director shall be Jerald L. Kent.
iv) Each director shall be appointed by the Manager and
shall serve in such capacity until the earlier of his resignation, removal or
replacement by the Manager.
v) No director shall be entitled to any compensation for
serving as a director. No fee shall be paid to any director for attendance at
any meeting of the Board; provided, however, that the Company may reimburse
directors for the actual reasonable costs incurred in such attendance.
(c) Consent Required. The affirmative vote, approval, consent or
ratification of the Manager shall be required to:
i) alter the primary purposes of the Company as set forth
in Section 2;
ii) issue membership interests in the Company to any Person
and admit such Person as a Member;
iii) do any act in contravention of this Agreement or any
resolution of the Members, or cause the Company to engage in any business not
authorized by the Certificate or the terms of this Agreement or that which would
make it impossible to carry on the usual course of business of the Company;
iv) enter into or amend any agreement which provides for
the management of the business or affairs of the Company by a person other than
the Manager;
v) change or reorganize the Company into any other legal
form;
vi) amend this Agreement;
vii) approve a merger or consolidation with another Person;
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viii) sell all or substantially all of the assets of the
Company;
ix) change the status of the Company from one in which
management is vested in the Manager to one in which management is vested in the
Members or in any other manager, other than as may be delegated to the Board and
the officers hereunder;
x) possess any Company property or assign the rights of
the Company in specific Company property for other than a Company purpose;
xi) operate the Company in such a manner that the Company
becomes an investment company" for purposes of the Investment Company Act of
1940;
xii) except as otherwise provided or contemplated herein,
enter into any agreement to acquire property or services from any Person who is
a director or officer;
xiii) settle any litigation or arbitration with any third
party, any Member, or any Affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will exceed $5,000,000;
xiv) materially change any of the tax reporting positions or
elections of the Company;
xv) make or commit to any expenditures which, individually
or in the aggregate, exceed or are reasonably expected to exceed the Company's
total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000); or
xvi) make or incur any secured or unsecured indebtedness
which individually or in the aggregate exceeds Five Million Dollars
($5,000,000), provided that this restriction shall not apply to (i) any
refinancing of or amendment to existing indebtedness which does increase total
borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any
company controlled by or under common control with the Company ("Intercompany
Indebtedness"), (iii) the pledge of any assets to support any otherwise
permissible indebtedness of the Company or any Intercompany Indebtedness or (iv)
indebtedness necessary to finance a transaction or purchase approved by he
Manager.
(d) Board of Director Meetings.
i) Regular Meetings. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board, but not less often than annually.
ii) Special Meetings. Special meetings of the Board may be
called by the president or any member of the Board on twenty-four (24) hours'
notice to each director; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of Members
holding a majority of the Common Units held by all Members. Notice of a special
meeting may be given by facsimile.
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iii) Telephonic Meetings. Members of the Board may
participate in any regular or special meeting of the Board, by means of
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.4(c) will constitute presence in person at
such meeting.
iv) Quorum. Subject to the provisions of Section 4.3, at
all meetings of the Board, a majority of the directors shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board,
except as may be otherwise specifically provided by statute, the Certificate or
this Agreement. If a quorum is not present at any meeting of the Board, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present. Notice of such adjournment shall be given to any
director not present at such meeting.
v) Action Without Meeting. Unless otherwise restricted by
the Certificate of Formation or this Agreement, any action required or permitted
to be taken at any meeting of the Board may be taken without a meeting if all
members of the Board consent thereto in writing and such written consent is
filed with die minutes of proceedings of the Board.
(e) Board's Duty of Care. The Board's duty of care in the discharge of
its duties to the Company and the Members is limited to discharging its duties
pursuant to this Agreement in good faith, with the care a corporate director of
like position would exercise under similar circumstances, in the manner it
reasonably believes to be in the best interests of the Company. In discharging
its duties, the Board shall not be liable to the Company or to any Member for
any mistake or error in judgment or for any act or omission believed in good
faith to be within the scope of authority conferred by this Agreement or
approved by the Manager.
SECTION 5. Officers.
(a) Officers. The officers shall be a President, a Treasurer and a
Secretary, and such other additional officers, including a Chairman of the
Board, one or more Chairmen, Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board, the Manager or the President may from time to
time elect. Any two or more offices may be held by the same individual.
(b) Election and Term. The President, Treasurer and Secretary shall be
elected by and shall hold office at the pleasure of the Board or the Manager.
The Board, the Manager or the President may elect such other officers and agents
as it shall deem desirable, who shall hold office at the pleasure of the Board,
the Manager or the President, and who shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board, the
Manager or the President.
(c) Removal. Any officer may be removed by the affirmative vote of the
Manager or the affirmative vote of at least a majority of the directors then in
office, with or without cause, for any reason or for no reason. Any officer
other than the President, the Treasurer or the Secretary may be removed by the
President, with or without cause, for any reason or for no reason.
(d) Duties and Authority of Officers.
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i) President. The President shall be the chief executive
officer and (if no other person has been appointed as such) the chief operating
officer of the Company; shall preside at all meetings of the Members and
directors; shall have general supervision and active management of the business
and finances of the Company; shall see that all orders and resolutions of the
Board or the Manager are carried into effect; subject, however, to the right of
the directors to delegate any specific powers to any other officer or officers.
In the absence of direction by the Board or Manager to the contrary, the
President shall have the power to vote all securities held by the Company and to
issue proxies therefor. In the absence or disability of the President, any
Chairman (if any) or, if there is no Chairman, the most senior available officer
appointed by the Board or the Manager shall perform the duties and exercise the
powers of the President with the same force and effect as if performed by the
President, and shall be subject to all restrictions imposed upon him.
ii) Vice President. Each Vice President, if any, shall
perform such duties as shall be assigned to him or her and shall exercise such
powers as may be granted to him or her by the Manager, the Board or by the
President of the Company. In the absence of direction by the Board, the Manager
or the President to the contrary, the any Senior Vice President shall have the
power to vote all securities held by the Company and to issue proxies therefor.
iii) The Secretary. The Secretary shall give, or cause to be
given, a notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of Directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof. The Secretary shall perform such other duties as
may be prescribed from time to time by the Manager or the Board.
iv) The Treasurer. The Treasurer shall have custody of the
Company funds and securities and shall keep or cause to be kept full and
accurate accounts of receipts and disbursements in books of the Company to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the Company in the name and to the credit of the Company in depositories
designated by the Manager or the Board; and shall disburse the funds of the
Company as may be ordered by the Manager or the Board.
v) The Chairmen. Each Chairman, if any, shall perform such
duties as shall be assigned, and shall exercise such powers as may be granted to
him or her by the Manager or the Board.
SECTION 6. Members.
(a) The members of the Company shall be set forth on Exhibit A hereto.
Other persons may be admitted as members from time to time pursuant to the
provisions of this Agreement.
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(b) No member shall be liable for the debts, liabilities and
obligations of the Company, including any debts, liabilities and obligations
under a judgment, decree or order of a court.
(c) Neither a member nor any of its affiliates, partners, members,
directors, managers, officers or employees shall be expressly or impliedly
restricted or prohibited by virtue of this Agreement or the relationships
created hereby from engaging in other activities or business ventures of any
kind or character whatsoever. Except as otherwise agreed in writing, each member
and its affiliates, partners, members, directors, managers, officers and
employees shall have the right to conduct, or to possess a direct or indirect
ownership interest in, activities and business ventures of every type and
description, including activities and business ventures in direct competition
with the Company.
SECTION 7. Percentage Interests. Each member has heretofore made the
capital contribution or has the percentage interest described in the Limited
Liability Company Agreement dated March 20, 1998. As of the date hereof, the
Percentage Interests or number of membership units held by each Member shall be
as set forth in Exhibit A attached hereto.
SECTION 8. Distributions. The Company may from time to time distribute
to the members such amounts in cash and other assets as shall be determined by
the members. Each such distribution, including liquidating distributions, shall
be divided among the members in accordance with their Percentage Interests.
SECTION 9. Allocations. The profits and losses of the Company shall be
allocated to the members in accordance with their Percentage Interests or number
of membership units.
SECTION 10. Dissolution; Winding Up.
(a) The Company shall be dissolved upon (i) the adoption of a plan of
dissolution by the members or (ii) the occurrence of any event required to cause
the dissolution of the Company under the Delaware Limited Liability Company Act.
(b) Any dissolution of the Company shall be effective as of the date on
which the event occurs giving rise to such dissolution, but the Company shall
not terminate unless and until all its affairs have been wound up and its assets
distributed in accordance with the provisions of the Delaware Limited Liability
Company Act.
(c) Upon dissolution of the Company, the Company shall continue solely
for the purposes of winding up its business and affairs as soon as reasonably
practicable. Promptly after the dissolution of the Company, the Manager shall
immediately commence to wind up the affairs of the Company in accordance with
the provisions of this Agreement and the Delaware Limited Liability Company Act.
In winding up the business and affairs of the Company, the Manager may take any
and all actions that they determine in its sole discretion to be in the best
interests of the members, including, but not limited to, any actions relating to
(i) causing written notice by registered or certified mail of the Company's
intention to dissolve to be mailed to each known creditor of and claimant
against the Company, (ii) the payment, settlement or compromise of existing
claims against the Company, (iii) the making of reasonable provisions for
payment of contingent claims against the Company and (iv) the sale or
disposition of the properties and
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assets of the Company. It is expressly understood and agreed that a reasonable
time shall be allowed for the orderly liquidation of the assets of the Company
and the satisfaction of claims against the Company so as to enable the Manager
to minimize the losses that may result from a liquidation.
SECTION 11. Transfer. For so long as the Company has more than one
member, no member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other members; provided,
however, that this Section 11 shall not restrict the ability of any member to
transfer (at any time) all or a portion of its limited liability company
interest in the Company to another member. Upon the transfer of a member's
limited liability company interest, the Manager shall provide notice of such
transfer to each of the other members and shall amend Exhibit A hereto to
reflect the transfer.
SECTION 12. Admission of Additional Members. The admission of
additional members to the Company shall be accomplished by the amendment of this
Agreement and, if required by the Delaware Limited Liability Company Act.
SECTION 13. Tax Matters. The members agree that, so long as the Company
has more than one member, it is intended that the Company shall be treated as a
partnership for purposes of United States federal, state and local income tax
laws, and further agree not to take any position or make any election, in a tax
return or otherwise, inconsistent therewith. So long as the Company is a
partnership for federal income tax purposes, the "tax matters partner" of the
Company (the "Tax Matters Member") for purposes of section 6231(a)(7) of the
Internal Revenue Code of 1986, as amended, shall be as set forth in Exhibit A,
attached hereto. The Tax Matters Member shall have the power to manage and
control, on behalf of the Company, any administrative proceeding at the Company
level with the Internal Revenue Service relating to the determination of any
item of Company income, gain, loss, deduction or credit for federal income tax
purposes. In the event that the Company becomes a sole member entity, it is
intended that for federal income tax purposes its assets be deemed to be owned
by the sole member in accordance with the applicable Treasury Regulations.
SECTION 14. Exculpation and Indemnification.
(a) Neither the members, the Manager, the directors, their affiliates,
nor any person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any member or any such affiliate and who, in
such capacity, shall engage, or shall have engaged, in activities on behalf of
the Company (a "Specified Agent") shall be liable, in damages or otherwise, to
the Company or to any member for, and neither the Company nor any member shall
take any action against such members, their affiliates or any Specified Agent,
in respect of any loss which arises out of any acts or omissions performed or
omitted by it pursuant to the authority granted by this Agreement, or otherwise
performed on behalf of the Company, if such member, such affiliate, or such
Specified Agent, as applicable, in good faith, determined that such course of
conduct was in the best interests of the Company. Each member shall look solely
to the assets of the Company for return of his, her or its investment, and if
the property of the Company remaining after the discharge of the debts and
liabilities of the Company is insufficient to return such investment, each
member shall have no recourse against the Company, the other
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members or their affiliates, except as expressly provided herein; provided,
however, that the foregoing shall not relieve any member of any fiduciary duty
or duty of fair dealing to the other members that it may have under applicable
law.
(b) In any threatened, pending or completed claim, action, suit or
proceeding to which a member, any of such member's affiliates, or any Specified
Agent was or is a party or is threatened to be made a party by reason of the
fact that such person is or was engaged in activities on behalf of the Company,
including without limitation any action or proceeding brought under the
Securities Act of 1933, as amended, against a member, any of such member's
affiliates, or any Specified Agent relating to the Company, the Company shall
indemnify and hold harmless the members, any such affiliates, and any such
Specified Agents against losses, damages, expenses (including attorneys' fees),
judgments and amounts paid in settlement actually and reasonably incurred by or
in connection with such claim, action, suit or proceeding; provided, however,
that none of the members, any of their affiliates or any Specified Agent shall
be indemnified for actions constituting bad faith, willful misconduct, or fraud.
Any act or omission by any member, any of such member's affiliates or any
Specified Agent, if done in reliance upon the opinion of independent legal
counsel or public accountants selected with reasonable care by such member, such
affiliate or such Specified Agent, as applicable, shall not constitute bad
faith, willful misconduct, or fraud on the part of such member, affiliate or
Specified Agent.
(c) The termination of any claim, action, suit or proceeding by
judgment, order or settlement shall not, of itself, create a presumption that
any act or failure to act by a member, such member's affiliate or any Specified
Agent constituted bad faith, willful misconduct or fraud under this Agreement.
(d) Any such indemnification under this Section 13 shall be recoverable
only out of the assets of the Company and not from the members.
SECTION 15. Miscellaneous.
(a) A member's limited liability company interest may be evidenced by a
certificate of limited liability company interest executed by the Manager or an
officer and in substantially the form attached hereto as Exhibit B (or in such
other form as the Manager may approve).
(b) The terms and provisions set forth in this Agreement may be
amended, and compliance with any term or provision set forth herein may be
waived, only by a written instrument executed by each member. No failure or
delay on the part of any member in exercising any right, power or privilege
granted hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
granted hereunder.
(c) This Agreement shall be binding upon and inure to the benefit of
the members and their respective successors and assigns.
(d) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to any conflicts of law
principles that would require the application of the laws of any other
jurisdiction.
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(e) In the event that any provision contained in this Agreement shall
be held to be invalid, illegal or unenforceable for any reason, the invalidity,
illegality or unenforceability thereof shall not affect any other provision
hereof.
(f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the party has caused this Agreement to be duly
executed on the date first above written.
RENAISSANCE MEDIA (TENNESSEE) LLC
By: /s/Curtis S. Shaw
-------------------------------
Curtis S. Shaw
Senior Vice President
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EXHIBIT A
MEMBER NAME NUMBER OF UNITS/PERCENTAGE INTEREST
- ----------- -----------------------------------
Renaissance Media Group LLC 100%
TAX MATTERS MEMBER
- ------------------
Charter Communications, Inc.
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EXHIBIT B
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Exhibit 3.12
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
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 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 Company
Act").
(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.
2
(e) The term of the Company commenced 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.
(f) The Manager shall cause the Company to be qualified, formed or
registered under assumed or fictitious name statutes or similar laws in any
jurisdiction in which the Company transacts business and in which such
qualification, formation or registration is required or desirable. The Manager,
as an authorized person within the meaning of the Delaware Limited Liability
Company Act, shall execute, deliver and file any 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.
SECTION 2. Purposes. The Company is formed for the object and purpose
of, and the nature of the business to be conducted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Delaware Limited Liability Company Act and engaging in any and
all activities necessary, convenient, desirable or incidental to the foregoing.
SECTION 3. Powers. The Company shall have all powers necessary,
appropriate or incidental to the accomplishment of its purposes and all other
powers conferred upon a limited liability company pursuant to the Delaware
Limited Liability Company Act.
SECTION 4. Management.
(a) Management by Managers. The Members hereby unanimously elect
Charter Communications, Inc. ("CCI"), a Delaware corporation, or its
successor-in-interest, as the Company's Manager. CCI shall be the Manager until
the Members unanimously elect otherwise. No additional person may be elected as
Manager without the unanimous approval of the Members. Except as otherwise
required by applicable law and as provided below with respect to the Board of
Directors, the powers of the Company shall at all times be exercised by or under
the authority of, and the business, property and affairs of the Company shall be
managed by, or under the direction of, the Manager.
The Manager shall be authorized to elect, remove or replace directors
and officers of the Company, who shall have such authority with respect to the
management of the business and affairs of the Company as set forth herein or as
otherwise specified by the Manager in the resolution or resolutions pursuant to
which such directors or officers were elected.
Except as otherwise required by applicable law, CCI, in its capacity as
Manager, shall be authorized to execute or endorse any check, draft, evidence of
indebtedness, instrument, obligation, note, mortgage, contract, agreement,
certificate or other document on behalf of the Company.
No annual or regular meetings of the Manager or the members are
required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.
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(b) Board of Directors.
i) Notwithstanding paragraph (a) above, the Manager may
delegate its power to manage the business of the Company to a Board of Directors
(the "Board") which, subject to the limitations set forth below, shall have the
authority to exercise all such powers of the Company and do all such lawful acts
and things as may be done by a manager of a limited liability company under the
Delaware Limited Liability Company Act and as are not by statute, by the
Certificate, or by this Agreement directed or required to be exercised or done
by the Manager. The rights and duties of the members of the Board may not be
assigned or delegated to any person or entity.
ii) Except as otherwise provided herein, members of the
Board shall possess and may exercise all the powers and privileges and shall
have all of the obligations and duties to the Company and the Members granted to
or imposed on directors of a corporation organized under the laws of the State
of Delaware.
iii) The number of directors shall initially be one (1),
which number may be changed from time to time by the Manager. The initial
director shall be Jerald L. Kent.
iv) Each director shall be appointed by the Manager and
shall serve in such capacity until the earlier of his resignation, removal or
replacement by the Manager.
v) No director shall be entitled to any compensation for
serving as a director. No fee shall be paid to any director for attendance at
any meeting of the Board; provided, however, that the Company may reimburse
directors for the actual reasonable costs incurred in such attendance.
(c) Consent Required. The affirmative vote, approval, consent or
ratification of the Manager shall be required to:
i) alter the primary purposes of the Company as set forth
in Section 2;
ii) issue membership interests in the Company to any Person
and admit such Person as a Member;
iii) do any act in contravention of this Agreement or any
resolution of the Members, or cause the Company to engage in any business not
authorized by the Certificate or the terms of this Agreement or that which would
make it impossible to carry on the usual course of business of the Company;
iv) enter into or amend any agreement which provides for
the management of the business or affairs of the Company by a person other than
the Manager;
v) change or reorganize the Company into any other legal
form;
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vi) amend this Agreement;
vii) approve a merger or consolidation with another Person;
viii) sell all or substantially all of the assets of the
Company;
ix) change the status of the Company from one in which
management is vested in the Manager to one in which management is vested in the
Members or in any other manager, other than as may be delegated to the Board and
the officers hereunder;
x) possess any Company property or assign the rights of
the Company in specific Company property for other than a Company purpose;
xi) operate the Company in such a manner that the Company
becomes an investment company" for purposes of the Investment Company Act of
1940;
xii) except as otherwise provided or contemplated herein,
enter into any agreement to acquire property or services from any Person who is
a director or officer;
xiii) settle any litigation or arbitration with any third
party, any Member, or any Affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will exceed $5,000,000;
xiv) materially change any of the tax reporting positions or
elections of the Company;
xv) make or commit to any expenditures which, individually
or in the aggregate, exceed or are reasonably expected to exceed the Company's
total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000); or
xvi) make or incur any secured or unsecured indebtedness
which individually or in the aggregate exceeds Five Million Dollars
($5,000,000), provided that this restriction shall not apply to (i) any
refinancing of or amendment to existing indebtedness which does increase total
borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any
company controlled by or under common control with the Company ("Intercompany
Indebtedness"), (iii) the pledge of any assets to support any otherwise
permissable indebtedness of the Company or any Intercompany Indebtedness or (iv)
indebtedness necessary to finance a transaction or purchase approved by he
Manager.
(d) Board of Director Meetings.
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i) Regular Meetings. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board, but not less often than annually.
ii) Special Meetings. Special meetings of the Board may be
called by the president or any member of the Board on twenty-four (24) hours'
notice to each director; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of Members
holding a majority of the Common Units held by all Members. Notice of a special
meeting may be given by facsimile.
iii) Telephonic Meetings. Members of the Board may
participate in any regular or special meeting of the Board, by means of
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.4(c) will constitute presence in person at
such meeting.
iv) Quorum. Subject to the provisions of Section 4.3, at
all meetings of the Board, a majority of the directors shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board,
except as may be otherwise specifically provided by statute, the Certificate or
this Agreement. If a quorum is not present at any meeting of the Board, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present. Notice of such adjournment shall be given to any
director not present at such meeting.
v) Action Without Meeting. Unless otherwise restricted by
the Certificate of Formation or this Agreement, any action required or permitted
to be taken at any meeting of the Board may be taken without a meeting if all
members of the Board consent thereto in writing and such written consent is
filed with die minutes of proceedings of the Board.
(e) Board's Duty of Care. The Board's duty of care in the discharge of
its duties to the Company and the Members is limited to discharging its duties
pursuant to this Agreement in good faith, with the care a corporate director of
like position would exercise under similar circumstances, in the manner it
reasonably believes to be in the best interests of the Company. In discharging
its duties, the Board shall not be liable to the Company or to any Member for
any mistake or error in judgment or for any act or omission believed in good
faith to be within the scope of authority conferred by this Agreement or
approved by the Manager.
SECTION 5. Officers.
(a) Officers. The officers shall be a President, a Treasurer and a
Secretary, and such other additional officers, including a Chairman of the
Board, one or more Chairmen, Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board, the Manager or the President may from time to
time elect. Any two or more offices may be held by the same individual.
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(b) Election and Term. The President, Treasurer and Secretary shall be
elected by and shall hold office at the pleasure of the Board or the Manager.
The Board, the Manager or the President may elect such other officers and agents
as it shall deem desirable, who shall hold office at the pleasure of the Board,
the Manager or the President, and who shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board, the
Manager or the President.
(c) Removal. Any officer may be removed by the affirmative vote of the
Manager or the affirmative vote of at least a majority of the directors then in
office, with or without cause, for any reason or for no reason. Any officer
other than the President, the Treasurer or the Secretary may be removed by the
President, with or without cause, for any reason or for no reason.
(d) Duties and Authority of Officers.
i) President. The President shall be the chief executive
officer and (if no other person has been appointed as such) the chief operating
officer of the Company; shall preside at all meetings of the Members and
directors; shall have general supervision and active management of the business
and finances of the Company; shall see that all orders and resolutions of the
Board or the Manager are carried into effect; subject, however, to the right of
the directors to delegate any specific powers to any other officer or officers.
In the absence of direction by the Board or Manager to the contrary, the
President shall have the power to vote all securities held by the Company and to
issue proxies therefor. In the absence or disability of the President, any
Chairman (if any) or, if there is no Chairman, the most senior available officer
appointed by the Board or the Manager shall perform the duties and exercise the
powers of the President with the same force and effect as if performed by the
President, and shall be subject to all restrictions imposed upon him.
ii) Vice President. Each Vice President, if any, shall
perform such duties as shall be assigned to him or her and shall exercise such
powers as may be granted to him or her by the Manager, the Board or by the
President of the Company. In the absence of direction by the Board, the Manager
or the President to the contrary, the any Senior Vice President shall have the
power to vote all securities held by the Company and to issue proxies therefor.
iii) The Secretary. The Secretary shall give, or cause to be
given, a notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of Directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof. The Secretary shall perform such other duties as
may be prescribed from time to time by the Manager or the Board.
iv) The Treasurer. The Treasurer shall have custody of the
Company funds and securities and shall keep or cause to be kept full and
accurate accounts
-6-
7
of receipts and disbursements in books of the Company to be maintained for such
purpose; shall deposit all moneys and other valuable effects of the Company in
the name and to the credit of the Company in depositories designated by the
Manager or the Board; and shall disburse the funds of the Company as may be
ordered by the Manager or the Board.
v) The Chairmen. Each Chairman, if any, shall perform such
duties as shall be assigned, and shall exercise such powers as may be granted to
him or her by the Manager or the Board.
SECTION 6. Members.
(a) The members of the Company shall be set forth on Exhibit A hereto.
Other persons may be admitted as members from time to time pursuant to the
provisions of this Agreement.
(b) No member shall be liable for the debts, liabilities and
obligations of the Company, including any debts, liabilities and obligations
under a judgment, decree or order of a court.
(c) Neither a member nor any of its affiliates, partners, members,
directors, managers, officers or employees shall be expressly or impliedly
restricted or prohibited by virtue of this Agreement or the relationships
created hereby from engaging in other activities or business ventures of any
kind or character whatsoever. Except as otherwise agreed in writing, each member
and its affiliates, partners, members, directors, managers, officers and
employees shall have the right to conduct, or to possess a direct or indirect
ownership interest in, activities and business ventures of every type and
description, including activities and business ventures in direct competition
with the Company.
SECTION 7. Percentage Interests. Each member has heretofore made the
capital contributions and has the percentage interest described in Article 3 of
the Amended and Restated Limited Liability Company Agreement of the Company
dated as of April 9, 1998. No Member may make any capital contribution, in cash
or property, to the Company in excess of the capital contributions previously
made pursuant to such Agreement. As of the date hereof, the Percentage Interests
or number of membership units held by each Member shall be as set forth in
Exhibit A attached hereto. The Manager may adjust the Members' Percentage
Interests from time to time (i) to reflect increases or decreases in the fair
market value of the Louisiana or Tennessee cable systems owned by the Company,
(ii) in connection with the acquisition of a membership interest in the Company
by a third party, in which event, (x) the initial Percentage Interest of such
third party will be equal to the fair market value of the systems contributed by
such third party divided by the fair market value of all cable systems owned by
the Company, and (y) the Percentage Interests of the other Members shall be
diluted on a pro rata basis, or (iii) as the Manager may otherwise deem
appropriate.
SECTION 8. Distributions. The Company may from time to time distribute
to the members such amounts in cash and other assets as shall be determined by
the Manager. Each such distribution, including liquidating distributions, shall
be divided among the members in accordance with their Percentage Interests.
-7-
8
SECTION 9. Allocations.
(a) The profits and losses of the Company shall be allocated to the
members in accordance with their Percentage Interests or number of membership
units, provided, however, that items of the Company's income and gain shall be
specially allocated among the Members at such times and in such amounts required
to satisfy the qualified income offset requirement of Treasury Regulations
Section 1.704-1(b)(2)(ii)(d). Any such special allocations shall be taken into
account in allocating items of income, gain, loss and deduction among the
Members so that, to the extent possible (without violating the qualified income
offset requirement above), the net amount of such allocations of other items and
such special allocations shall be equal to the net amount that would have been
allocated to each such Member if such special allocations had not occurred.
(b) Except as otherwise required by the Internal Revenue Code or the
Treasury Regulations, all items of Company income, gain, loss, expense,
deduction and any other items shall be allocated among the Members for federal
income tax purposes in the same proportions as the share the corresponding items
pursuant to this Article 9. Income, gain, loss, and deduction with respect to
any property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes and its initial or adjusted book value, as the case may be, as
reflected in the Members' capital accounts in accordance with applicable
provisions of the Internal Revenue Code and the Treasury Regulations. Any
elections or other decisions relating to allocations pursuant to this Section
9(b) shall be made by the Tax Matters Member, in any manner that reasonably
reflects the purpose and intention of this Agreement. Allocations pursuant to
this Section 9(b) are solely for purposes of federal, state and local taxes and
shall not affect, or in any way be taken into account in computing, any Member's
capital account or share of book income, gain, loss, expense, deduction, other
items, or distributions pursuant to any provision of this Agreement.
SECTION 10. Dissolution; Winding Up.
(a) The Company shall be dissolved upon (i) the adoption of a plan of
dissolution by the members or (ii) the occurrence of any event required to cause
the dissolution of the Company under the Delaware Limited Liability Company Act.
(b) Any dissolution of the Company shall be effective as of the date on
which the event occurs giving rise to such dissolution, but the Company shall
not terminate unless and until all its affairs have been wound up and its assets
distributed in accordance with the provisions of the Delaware Limited Liability
Company Act.
(c) Upon dissolution of the Company, the Company shall continue solely
for the purposes of winding up its business and affairs as soon as reasonably
practicable. Promptly after the dissolution of the Company, the Manager shall
immediately commence to wind up the affairs of the Company in accordance with
the provisions of this Agreement and the Delaware Limited Liability Company Act.
In winding up the business and affairs of the Company, the Manager may take any
and all actions that they determine in its sole discretion to be in the best
interests of the members, including, but not limited to, any
-8-
9
actions relating to (i) causing written notice by registered or certified mail
of the Company's intention to dissolve to be mailed to each known creditor of
and claimant against the Company, (ii) the payment, settlement or compromise of
existing claims against the Company, (iii) the making of reasonable provisions
for payment of contingent claims against the Company and (iv) the sale or
disposition of the properties and assets of the Company. It is expressly
understood and agreed that a reasonable time shall be allowed for the orderly
liquidation of the assets of the Company and the satisfaction of claims against
the Company so as to enable the Manager to minimize the losses that may result
from a liquidation.
SECTION 11. Transfer. For so long as the Company has more than one
member, no member shall transfer (whether by sale, assignment, gift, pledge,
hypothecation, mortgage, exchange or otherwise) all or any part of his, her or
its limited liability company interest in the Company to any other person
without the prior written consent of each of the other members; provided,
however, that this Section 11 shall not restrict the ability of any member to
transfer (at any time) all or a portion of its limited liability company
interest in the Company to another member. Upon the transfer of a member's
limited liability company interest, the Manager shall provide notice of such
transfer to each of the other members and shall amend Exhibit A hereto to
reflect the transfer.
SECTION 12. Admission of Additional Members. The admission of
additional members to the Company shall be accomplished by the amendment of this
Agreement and, if required by the Delaware Limited Liability Company Act.
SECTION 13. Tax Matters. The members agree that, so long as the Company
has more than one member, it is intended that the Company shall be treated as a
partnership for purposes of United States federal, state and local income tax
laws, and further agree not to take any position or make any election, in a tax
return or otherwise, inconsistent therewith. So long as the Company is a
partnership for federal income tax purposes, the "tax matters partner" of the
Company (the "Tax Matters Member") for purposes of section 6231(a)(7) of the
Internal Revenue Code of 1986, as amended, shall be as set forth in Exhibit A,
attached hereto. The Tax Matters Member shall have the power to manage and
control, on behalf of the Company, any administrative proceeding at the Company
level with the Internal Revenue Service relating to the determination of any
item of Company income, gain, loss, deduction or credit for federal income tax
purposes. In the event that the Company becomes a sole member entity, it is
intended that for federal income tax purposes its assets be deemed to be owned
by the sole member in accordance with the applicable Treasury Regulations.
SECTION 14. Exculpation and Indemnification.
(a) Neither the members, the Manager, the directors, their affiliates,
nor any person who at any time shall serve, or shall have served, as a director,
officer, employee or other agent of any member or any such affiliate and who, in
such capacity, shall engage, or shall have engaged, in activities on behalf of
the Company (a "Specified Agent") shall be liable, in damages or otherwise, to
the Company or to any member for, and neither the Company nor any member shall
take any action against such members, their affiliates or any Specified Agent,
in respect of any loss which arises out of any acts or omissions performed or
omitted by it pursuant to the authority granted by this Agreement, or otherwise
performed
-9-
10
on behalf of the Company, if such member, such affiliate, or such Specified
Agent, as applicable, in good faith, determined that such course of conduct was
in the best interests of the Company. Each member shall look solely to the
assets of the Company for return of his, her or its investment, and if the
property of the Company remaining after the discharge of the debts and
liabilities of the Company is insufficient to return such investment, each
member shall have no recourse against the Company, the other members or their
affiliates, except as expressly provided herein; provided, however, that the
foregoing shall not relieve any member of any fiduciary duty or duty of fair
dealing to the other members that it may have under applicable law.
(b) In any threatened, pending or completed claim, action, suit or
proceeding to which a member, any of such member's affiliates, or any Specified
Agent was or is a party or is threatened to be made a party by reason of the
fact that such person is or was engaged in activities on behalf of the Company,
including without limitation any action or proceeding brought under the
Securities Act of 1933, as amended, against a member, any of such member's
affiliates, or any Specified Agent relating to the Company, the Company shall
indemnify and hold harmless the members, any such affiliates, and any such
Specified Agents against losses, damages, expenses (including attorneys' fees),
judgments and amounts paid in settlement actually and reasonably incurred by or
in connection with such claim, action, suit or proceeding; provided, however,
that none of the members, any of their affiliates or any Specified Agent shall
be indemnified for actions constituting bad faith, willful misconduct, or fraud.
Any act or omission by any member, any of such member's affiliates or any
Specified Agent, if done in reliance upon the opinion of independent legal
counsel or public accountants selected with reasonable care by such member, such
affiliate or such Specified Agent, as applicable, shall not constitute bad
faith, willful misconduct, or fraud on the part of such member, affiliate or
Specified Agent.
(c) The termination of any claim, action, suit or proceeding by
judgment, order or settlement shall not, of itself, create a presumption that
any act or failure to act by a member, such member's affiliate or any Specified
Agent constituted bad faith, willful misconduct or fraud under this Agreement.
(d) Any such indemnification under this Section 14 shall be recoverable
only out of the assets of the Company and not from the members.
SECTION 15. Miscellaneous.
(a) A member's limited liability company interest may be evidenced by a
certificate of limited liability company interest executed by the Manager or an
officer and in substantially the form attached hereto as Exhibit B (or in such
other form as the Manager may approve).
(b) The terms and provisions set forth in this Agreement may be
amended, and compliance with any term or provision set forth herein may be
waived, only by a written instrument executed by each member. No failure or
delay on the part of any member in exercising any right, power or privilege
granted hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or privilege preclude any
-10-
11
other or further exercise thereof or the exercise of any other right, power or
privilege granted hereunder.
(c) This Agreement shall be binding upon and inure to the benefit of
the members and their respective successors and assigns.
(d) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to any conflicts of law
principles that would require the application of the laws of any other
jurisdiction.
(e) In the event that any provision contained in this Agreement shall
be held to be invalid, illegal or unenforceable for any reason, the invalidity,
illegality or unenforceability thereof shall not affect any other provision
hereof.
(f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
-11-
12
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date first above written.
MEMBERS:
RENAISSANCE MEDIA (LOUISIANA) LLC
By: /s/Curtis S. Shaw
------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President
RENAISSANCE MEDIA (TENNESSEE) LLC
By: /s/Curtis S. Shaw
------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President
-12-
13
EXHIBIT A
MEMBER NAME NUMBER OF UNITS
- ----------- ---------------
- --------- 100
TAX MATTERS MEMBER
- ------------------
Charter Communications, Inc.
-13-
14
EXHIBIT B
-14-
1
EXHIBIT 10.28
ASSUMPTION AGREEMENT, dated as of April 30, 1999, made by RENAISSANCE
MEDIA GROUP LLC (the "Additional Grantor") in favor of NATIONSBANK, N.A., as
Funding Agent (in such capacity, the "Funding Agent") for the banks and other
financial institutions or entities (the "Lenders") parties to the Credit
Agreement referred to below. All capitalized terms not defined herein shall have
the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Charter Communications Operating, LLC (the "Borrower"),
Charter Communications Holdings LLC, the Lenders, the Funding Agent and the
other Agents named therein have entered into a Credit Agreement, dated as of
March 18, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Guarantee and Collateral Agreement, dated as of March 18, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), in favor of the Funding Agent for the benefit of the
Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 9.15 of the
Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in the Schedules to the Guarantee and
Collateral Agreement. The Additional Grantor hereby represents and warrants that
each of the representations and warranties contained in Section 5 of the
Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
RENAISSANCE MEDIA GROUP LLC
By: /s/Eloise A. Engman
------------------------
Name: Eloise A. Engman
Title: Vice President
3
Annex 1-A to the
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
Supplement to Schedule 4
1
1
EXHIBIT 10.29
ASSUMPTION AGREEMENT, dated as of April 30, 1999, made by RENAISSANCE
MEDIA (LOUISIANA) LLC (the "Additional Grantor") in favor of NATIONSBANK, N.A.,
as Funding Agent (in such capacity, the "Funding Agent") for the banks and other
financial institutions or entities (the "Lenders") parties to the Credit
Agreement referred to below. All capitalized terms not defined herein shall have
the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Charter Communications Operating, LLC (the "Borrower"),
Charter Communications Holdings LLC, the Lenders, the Funding Agent and the
other Agents named therein have entered into a Credit Agreement, dated as of
March 18, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Guarantee and Collateral Agreement, dated as of March 18, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), in favor of the Funding Agent for the benefit of the
Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 9.15 of the
Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in the Schedules to the Guarantee and
Collateral Agreement. The Additional Grantor hereby represents and warrants that
each of the representations and warranties contained in Section 5 of the
Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
RENAISSANCE MEDIA (LOUISIANA) LLC
By: /s/Eloise A. Engman
------------------------------
Name: Eloise A. Engman
Title: Vice President
3
Annex 1-A to the
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
Supplement to Schedule 4
1
1
EXHIBIT 10.30
ASSUMPTION AGREEMENT, dated as of April 30, 1999, made by RENAISSANCE
MEDIA (TENNESSEE) LLC (the "Additional Grantor") in favor of NATIONSBANK, N.A.,
as Funding Agent (in such capacity, the "Funding Agent") for the banks and other
financial institutions or entities (the "Lenders") parties to the Credit
Agreement referred to below. All capitalized terms not defined herein shall have
the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Charter Communications Operating, LLC (the "Borrower"),
Charter Communications Holdings LLC, the Lenders, the Funding Agent and the
other Agents named therein have entered into a Credit Agreement, dated as of
March 18, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Guarantee and Collateral Agreement, dated as of March 18, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), in favor of the Funding Agent for the benefit of the
Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 9.15 of the
Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in the Schedules to the Guarantee and
Collateral Agreement. The Additional Grantor hereby represents and warrants that
each of the representations and warranties contained in Section 5 of the
Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
RENAISSANCE MEDIA (TENNESSEE) LLC
By: /s/Eloise A. Engman
------------------------------
Name: Eloise A. Engman
Title: Vice President
3
Annex 1-A to the
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
Supplement to Schedule 4
1
1
EXHIBIT 10.31
ASSUMPTION AGREEMENT, dated as of April 30, 1999, made by RENAISSANCE
MEDIA CAPITAL CORPORATION (the "Additional Grantor") in favor of NATIONSBANK,
N.A., as Funding Agent (in such capacity, the "Funding Agent") for the banks and
other financial institutions or entities (the "Lenders") parties to the Credit
Agreement referred to below. All capitalized terms not defined herein shall have
the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Charter Communications Operating, LLC (the "Borrower"),
Charter Communications Holdings LLC, the Lenders, the Funding Agent and the
other Agents named therein have entered into a Credit Agreement, dated as of
March 18, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Guarantee and Collateral Agreement, dated as of March 18, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), in favor of the Funding Agent for the benefit of the
Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 9.15 of the
Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in the Schedules to the Guarantee and
Collateral Agreement. The Additional Grantor hereby represents and warrants that
each of the representations and warranties contained in Section 5 of the
Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
RENAISSANCE MEDIA CAPITAL CORPORATION
By: /s/Eloise A. Engman
----------------------------------
Name: Eloise A. Engman
Title: Vice President
3
Annex 1-A to the
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
Supplement to Schedule 4
1
1
EXHIBIT 10.32
ASSUMPTION AGREEMENT, dated as of April 30, 1999, made by RENAISSANCE
MEDIA LLC (the "Additional Grantor") in favor of NATIONSBANK, N.A., as Funding
Agent (in such capacity, the "Funding Agent") for the banks and other financial
institutions or entities (the "Lenders") parties to the Credit Agreement
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Charter Communications Operating, LLC (the "Borrower"),
Charter Communications Holdings LLC, the Lenders, the Funding Agent and the
other Agents named therein have entered into a Credit Agreement, dated as of
March 18, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Guarantee and Collateral Agreement, dated as of March 18, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee and
Collateral Agreement"), in favor of the Funding Agent for the benefit of the
Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantor to become
a party to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Guarantee and Collateral
Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 9.15 of the
Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and
Collateral Agreement as a Grantor thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in the Schedules to the Guarantee and
Collateral Agreement. The Additional Grantor hereby represents and warrants that
each of the representations and warranties contained in Section 5 of the
Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such
date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
RENAISSANCE MEDIA LLC
By: /s/Eloise A. Engman
-----------------------
Name: Eloise A. Engman
Title: Vice President
3
Annex 1-A to the
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
Supplement to Schedule 4
1
5
0001062363
Renaissance Media
1,000
3-MOS
DEC-31-1999
JAN-01-1999
MAR-31-1999
8,901
0
1,359
76
0
10,565
74,435
9,841
314,259
9,966
110,003
0
0
0
92,566
314,259
15,254
15,254
4,596
13,544
0
0
4,797
(2,997)
58
(3,055)
0
0
0
(3,055)
0
0