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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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      2.   Franchising Authority does hereby consent to the transfer of the 
Franchise and all of Franchisee's rights, powers and privileges under the 
Franchise from Franchisee to Renaissance. 

      3.   The foregoing consent to the transfer and assignment of the Franchise
shall be effective upon the consummation of the transfer of the assets of the 
System by Franchisee to Renaissance, at which time Franchising Authority shall 
automatically release Franchisee and its predecessors from all obligations and 
liabilities under the Franchise that relate to periods from and after such date.
Notice of the date of 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 an 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 May 18, 2008; (b)
Franchisee is currently 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 the County of Madison, Tennessee on this 20th day of January, 
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                                      [SIGNATURE APPEARS HERE]
                                           COUNTY MAYOR


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