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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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which in the aggregate total in excess of $4.7 Million, plus interest computed
in accordance with FCC requirements for subscriber refunds, and shall implement
CPST rate reductions, on the terms and conditions, and in the manner, set forth
below.

          1. In settlement of all CPST complaints involving the review of an FCC
Form 393 and/or FCC Form 1200 submitted by TWC which are pending as of the
Publication Date, TWC will provide a Refund to each Eligible Subscriber as set
forth in Appendix A to this Contract.

          2. TWC agrees to waive its right to a credit for the franchise fee
paid to the LFA on the CPST Refund amount.

          3. Communities which receive CPST reductions to Current Rates, in
accordance with Section III.C.4. of this Contract, are set forth in Appendix A
to this Contract.

     F.   INFRASTRUCTURE UPGRADE REQUIREMENT.
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          1.   UPGRADE REQUIREMENT.
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          TWC will upgrade all its cable systems so as to meet the following
technical standards:  each TWC cable system with a present capacity of at least
550 MHz will have a bandwidth capacity of at least 750 MHz within five years
after the Effective Date; all other TWC cable systems will have a bandwidth
capacity of at least 550 MHz within five years after the Effective Date.  At
least 50% of all TWC subscribers will be served by a system with a capacity of
at least 750 MHz, of which at least 200 MHz is expected to be allocated to
digital distribution.  Fiber-to-the-node architecture will be deployed to
improve signal quality and reliability of such systems.  At least 60% of the new
analog services added