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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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during the term of the Contract will be added to the CPST and not to BST, NPT or
MPT.  On average (weighted by CPST subscribers), CPST service offered on the
upgraded systems will contain at least 15 additional channels by the end of the
Contract.  TWC agrees to invest $4 Billion in capital costs in connection with
the upgrade of its cable systems.  At least 60% of all capital expended in
connection with the upgrade commitment described herein shall be applied for the
benefit of BST and CPST subscribers.  TWC has selected, and will select, its
systems to be upgraded without discrimination based on socio-economic status.

          2.   NO IMPAIRMENT OF LOCAL AUTHORITY.
               -------------------------------- 
          Nothing herein shall restrict the legal authority of LFAs to negotiate
upgrades for their particular franchise areas which exceed the scope of this
Contract.

          3.   REPORTING REQUIREMENTS.
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          No later than 90 days following the end of each calendar year during
     all of which the Contract is in effect, and within 90 days following the
     end of the last month following expiration of this Contract other than
     calendar year end, TWC will provide a progress report to the FCC, for the
     year or such shorter period then ended during which this Contract was in
     effect, setting forth the extent of progress TWC has made to upgrade
     systems in compliance with Section III.F.1.; the number of BST and CPST
     subscribers benefitting from such upgrades; system reliability and service
     improvements resulting from such upgrades completed during the previous
     calendar year; and TWC's projected system upgrade activities during the
     following year of the Contract.  Such report will be served on each LFA.
     The FCC reserves the right to inspect the books and records of TWC and
     interview corporate employees for the purpose of determining compliance
     with this Contract.