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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
     3.3  Franchise or Legal Requirements.  If, at any time during the term of
this Agreement, Renaissance delivers to TWC a written legal opinion from counsel
with recognized expertise in programming matters affecting the cable television
industry (a "Required Action Opinion") stating that an action, which is
otherwise under TWC's control pursuant to this Agreement, is required to be
taken in order to comply with a valid requirement imposed by a franchise
authority for any System or to comply with any statute, regulation or other
legal requirement applicable to any System, then TWC, in its sole discretion
shall, subject to Section 3.2 above, elect to take one of the following actions:

          (a) take the required action or cause it to be taken in accordance
with this Agreement; or

          (b) appoint Renaissance as TWC's agent with authority to take such
action or cause it to be taken in accordance with this Agreement.

Renaissance shall keep TWC informed on a current basis regarding all material
programming related issues which may arise with franchise or other governmental
authorities relating to the Systems or the programming provided by TWC under
this Agreement, whether in the context of franchise renewal negotiations or
otherwise.  Renaissance shall not take or omit to take any actions inconsistent
with any position with respect to such programming related issues as TWC shall
have previously communicated to Renaissance.  In addition, except with the prior
written consent of TWC, Renaissance shall not:

        (X) initiate or take any action seeking, or

        (Y) except in response to an unsolicited request from the applicable
            franchise or other governmental authority, initiate or take any
            action which Renaissance knows or reasonably should know is likely
            to result in, the imposition by a franchise or other governmental
            authority of any requirement to modify the channel line-up of any
            System, or to carry or not carry, as the case may be, any particular
            Program Service on any System.

     3.4  Exhibit A.  The Systems to which this Agreement applies are listed on
Exhibit A attached hereto. Exhibit A may be amended at any time by the mutual
written agreement of Renaissance and TWC; provided, however, that neither
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Renaissance nor TWC shall unreasonably withhold its consent with respect to an
amendment to Exhibit A proposed by the other for the addition to Exhibit A of
additional systems which are wholly owned, directly or indirectly, by
Renaissance Holdings.