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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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such consummation shall be given to Franchising Authority.

     4. Franchising Authority hereby consents to a transfer of the Franchise or 
control related thereto to any entity controlling, controlled by or under common
control with Renaissance.

     5. Renaissance is authorized to pledge, mortgage, transfer in trust and
otherwise hypothecate the property and assets used or held for use in connection
with the ownership and operation of the System, including the Franchise, and the
parties owning or controlling Renaissance are authorized to pledge, mortgage,
transfer in trust and otherwise hypothecate their equity interest in Renaissance
as collateral security for such loans and financing (or for guarantees of such
loans and financing) as may be incurred or assumed by Renaissance from time to
time in connection with the ownership and operation of the System.

     6. Franchising Authority hereby confirms that, to its knowledge: (a) the
Franchise is currently in full force and effect and expires on July 14, 2012;
(b) Franchisee is correctly the valid holder and authorized grantee of the
Franchise; (c) Franchisee is in compliance in all material respects with the
Franchise; and (d) no event has occurred or exists that would constitute a
default under the Franchise or that would permit Franchising Authority to revoke
or terminate the Franchise. Subject to compliance with the terms of this
Resolution, all action necessary to approve the transfer of the Franchise to
Renaissance has been duly and validly taken.

Adopted by St. Landry Parish Police Jury, Louisiana, on this 9th day of 
February, 1998.

ATTEST:

  /s/ Kathy Moreau                          /s/ Ronald Dugan
- ---------------------                      ------------------------------
Kathy Moreau, Secretary                        Ronald Dugan, President

                                     *****

I, Kathy Moreau, Secretary, St. Landry Parish Police Jury, do hereby certify the
above and foregoing to be a true and correct copy of excerpt of the minutes of a
meeting held by said body on Monday, February 9th, 1998 in Opelousas, Louisiana.

(SEAL)

                                           /s/ Kathy Moreau
                                           -----------------------------
                                           Kathy Moreau, Secretary
                                           St. Landry Parish Police Jury

cc: Mr. Joseph R. Matte, General Manager, Time Warner
      Cable, P. O. Box 1047, Eunice, LA  70535