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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                                                                   Exhibit 10.15
                             RESOLUTION NO. 98-03

     WHEREAS, by Ordinance No. 91-07 adopted March 5, 1991, as amended by 
Resolution No. R91-06 dated March 5, 1991, the City of Covington, Louisiana 
("Franchising Authority") granted a cable television franchise (the "Franchise")
to LaFourche Communications, Inc. ("Franchisee").

     WHEREAS, Franchisee has transferred the assets of its cable television 
system serving the Franchising Authority (the "System") to Cablevision 
Industries of Louisiana Partnership ("CILP"), a general partnership of which 
Franchisee is a general partner;

     WHEREAS, TWI Cable Inc., the ultimate parent entity of Franchisee and CILP,
has negotiated an asset purchase agreement with Renaissance Media Holdings LLC 
("Holdings") (the "Agreement"), pursuant to which CILP will  transfer to 
Renaissance Media LLC, an affiliate of Holdings ("Renaissance") substantially 
all of the assets of the System, including its rights under the Franchise;

     WHEREAS, Franchisee and Renaissance have filed a Form 394 (the "Transfer 

     WHEREAS, the Franchise requires that Franchising Authority grant its 
consent to an assignment of the Franchise, which consent shall not be 
unreasonably withheld;

     WHEREAS, Franchisee, CILP and Renaissance have
 requested that Franchising 
Authority consent to the assignment and transfer of the Franchise (i) by 
Franchisee to CILP, and immediately thereafter, (ii) by CILP to Renaissance;

     WHEREAS, Franchising Authority has reviewed the Transfer Application, 
examined the legal, financial and technical qualifications of Renaissance, 
followed all required procedures to consider and act upon the Transfer 
Application, and considered the comments of all interested parties;

     WHEREAS, the Franchise is in full force and effect without default 
thereunder by Franchisee as of the date hereof in accordance with its terms and 
conditions as set forth therein, and Renaissance has agreed to comply with the 
Franchise and applicable law from and after the completion of the transfer; and

     WHEREAS, Renaissance will need to grant one or more security interests 
and/or liens in or upon the Franchise and the System from time to time on or 
after the closing date of the transfer in order to secure the present and future
indebtedness of Renaissance.