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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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     D.   MIGRATED PRODUCT TIERS.
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          1. The Commission and TWC acknowledge (i) that certain TWE-A/N systems
(the "Migration Systems") have been providing collective offerings of a la carte
channels which were created between April 1, 1993 and September 30, 1994 and
which consist of one or more (a) low-priced collective offerings, containing
primarily superstations, at an average price of less than $0.29 per channel,
excluding copyright fees (a "Superstation Tier"), and (b) low-penetrated
collective offerings predominantly containing channels which had been
affirmatively marketed as a separate tier before being offered on an a la carte
basis (a "Preferred Tier") and (ii) that such offerings provided by such
Migration Systems cumulatively contain in excess of six channels migrated from
BST and/or CPST.

          2. Any Superstation Tier offered by a Migration System shall be
treated as a separate MPT. The initial price of such MPT will be based on the
Current Rate of the Superstation Tier. Where neighboring TWC systems each offer
an NPT or MPT consisting primarily of superstations and such NPT or MPT would be
priced differently under the Commission's regulations and this Contract, an
adjustment may be made between or among such Current Rates on a revenue neutral
basis so that a uniform rate for such NPTs/MPTs may be established. In selecting
services to be returned to a CPST in accordance with paragraph 3 below, the
Migration System serving Charlotte, North Carolina and surrounding areas may
move services from a Superstation Tier in an effort to achieve a more uniform
line-up among such adjacent NPTs and MPTs. All such uniformly priced NPTs/MPTs
shall be subject to the price cap set forth in paragraph 7 below.

          3. Any Migration System shall select services from the Preferred
Tier(s) to return to a CPST so that the cumulative number of migrated services
remaining on any