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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     systems owned and managed by TWC or its Affiliates that launch such Program
     Service at the same time as such Program Service is launched by
     Renaissance. In addition, with respect to any System listed on Exhibit A on
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     the Effective Date only, which System was acquired by Renaissance from an
     Affiliate of TWC, if a Qualified Program Service was previously launched on
     such System by a TWC Affiliate, then the Qualified Single Program Amount
     for such Qualified Program Service as provided by TWC to Renaissance
     hereunder shall be no greater than the net effective rate per subscriber
     that TWC would have charged to such System if TWC had not conveyed an
     ownership interest in such System to Renaissance.

         (e) Except as set forth in Sections 4.1(c) and 4.1(d) above, TWC shall
     have no obligation to provide any individual Program Service at any
     particular rate or subject to any particular discount.

         (f) TWC agrees to submit a request to each provider of a Program
     Service which TWC determines is not a Qualified Program Service (a "Non-
     Qualified Program Service") that such provider allow TWC to treat the
     applicable Non-Qualified Program Service as a Qualified Program Service. In
     addition, TWC shall use its commercially reasonable efforts to negotiate
     favorable rates and terms for all Non-Qualified Program Services. All fees
     and charges for Non-Qualified Program Services shall, except as otherwise
     agreed in writing by TWC, be negotiated by TWC on behalf of Renaissance.
     Renaissance shall pay all such fees and charges to TWC or, if so requested
     by TWC, to the applicable Program Service provider on a monthly basis on
     the same dates as it pays the Programming Amount to TWC.

     4.2  Programming Fee.  The programming fee ("Programming Fee") shall be an
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amount equal to the product of (i) of the sum of (X) the aggregate of the
Qualified Single Program Amounts for each and every Qualified Program Service
carried by the Systems during such month, plus (Y) the aggregate of all fees and
charges payable for each and every Non-Qualified Program Service carried by the
Systems during such month, multiplied by (ii) 0.5%.

     4.3  Pro-ration of Qualified Single Program Amount.  If the Systems shall
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discontinue carriage of any continuing Qualified Program Service on any day
other than the last day of a month, or shall commence carriage of any continuing
Qualified Program Service on any day other than the first day of a month then,
to the extent permitted by the agreement with the provider of such Program
Service, the Qualified Single Program Amount for the month in which the Systems'
carriage of such continuing Qualified Program Service is either discontinued or
commenced shall be adjusted and prorated to reflect the actual number of days
during such month that such continuing Qualified Program Service is carried by
the Systems.

     4.4  Late Fees; Termination Rights.
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