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DEPENDENCE ON BILLING, ACCOUNTING AND INFORMATION SYSTEMS
The Company relies on CSG Systems International Inc. ("CSG") for the
provision of its billing and subscriber management information systems. As
there are only a limited number of companies providing these services, the
loss of CSG's services would have a material adverse effect on the Company.
While the Company believes CSG will resolve its Year 2000 concerns prior to
1999, there can be no assurance that the systems of companies on which the
Company's Systems and operations rely, including CSG, will be converted on a
timely basis and will not have a material adverse effect on the Company.
YEAR 2000 ISSUES
The Company relies on computer systems, related software applications and
other control devices in operating and monitoring all major aspects of its
business, including, but not limited to, its financial systems (such as
general ledger, accounts payable and payroll modules), subscriber billing
systems, internal networks and telecommunications equipment. The Company also
relies, directly and indirectly, on the external systems of various
independent business enterprises, such as its suppliers and financial
organizations, for the accurate exchange of date and related information.
The Company cannot be certain that it or third parties supporting its
systems have resolved or will resolve all Year 2000 issues in a timely manner.
Failure by the Company or any such third party to successfully address the
relevant Year 2000 issues could result in disruptions of the Company's
business and the incurrence of significant expenses by the Company.
Additionally, the Company could be affected by any disruption to third parties
with which the Company does business if such third parties have not
successfully addressed their Year 2000 issues.
CONTROL BY THE MORGAN STANLEY ENTITIES; CONFLICTS OF INTEREST
The Morgan Stanley Entities, each of which is an affiliate of Morgan
Stanley, beneficially own 87.6% and Time Warner beneficially owns 8.8% of the
outstanding equity of Holdings. The Guarantor, the Obligors and Renaissance
Media are directly or indirectly wholly owned by Holdings. Currently, two of
the seven members of the Board of Representatives of Holdings are employed
with Morgan Stanley. The Morgan Stanley Entities and the Management Investors
each have the right to appoint three Representatives (only one of whom shall
have the right to vote) to the Board of Holdings. Time Warner has the right to
appoint one Representative to the Board of Holdings. Representatives who have
the right to vote shall have the right to cast votes which are proportional to
the respective equity ownership interests in Holdings of the entities which
appointed them. See "Management" and "Certain Relationships and Related
As a result of their ownership interest in Holdings, the Morgan Stanley
Entities control the management policies of the Company and matters requiring
securityholder approval. See "Principal Securityholders." Certain decisions
concerning the operations or financial structure of the Company may present
conflicts of interest between the Morgan Stanley Entities and the holders of
the Notes. For example, if the Company encounters financial difficulties or is
unable to pay its debts as they mature, the interests of the Morgan Stanley
Entities may conflict with those of the holders of Notes. In addition, the
Morgan Stanley Entities may have an interest in pursuing acquisitions,
divestitures, financings or other transactions that, in their judgment, could
enhance their equity investment in the Company, even though such transactions
might involve increased risk to the holders of the Notes.
The employment and related agreements of the Management Investors permit the
Management Investors to own or manage other cable television systems after
2001, although the Management Investors are obligated to first offer
acquisition opportunities to the Morgan Stanley Entities. In the event that
the Management Investors acquire or manage other cable television systems, the
competing claims on their time and energy could divert their attention from
the affairs of the Company.