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RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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          organization relating to the Systems and preserve for Buyer the
          goodwill of the Renaissance Companies' suppliers, customers and others
          having business relations with them.

               (7) Capital Expenditure Program. Continue capital expenditures in
          the ordinary course of business in a manner substantially consistent
          with Schedule 6.1.

               (8) Earth Stations. Within seven (7) days of the date hereof, use
          commercially reasonable efforts to contract for frequency coordination
          studies in preparation of filing an application to register with the
          FCC at least one receive-only earth station ("TVRO") at each Systems'
          headend or other site at which one or more TVROs are located as of the
          date hereof and which are used to provide programming to such
          headends, and within seven (7) days of receiving each coordination
          study, file such registration applications with the FCC.

          (c) Certain Permitted Actions. Notwithstanding anything in this
     Agreement (including Sections 6.1(a) and (b) above) to the contrary, Buyer
     and Charter consent and agree as follows:

               (1) Contractual Commitments. The Renaissance Companies may comply
          with all of their contractual commitments under their existing
          Contracts and under any Contracts entered into after the date of this
          Agreement in compliance with Section 6.1(a)(2) or with Buyer's and
          Charter's consent (in each case, as such Contracts may be in effect
          from time to time in accordance with Section 6.1(a)(2) or with Buyer's
          and Charter's consent). The Renaissance Companies may take such
          actions as are contemplated by the other Sections of this Agreement
          and otherwise comply with their obligations under the other Sections
          of this Agreement.

               (2) Excluded Assets. The Renaissance Companies may, prior to
          Closing, terminate, transfer or assign to Holdings, its designee or
          any other Person, each of the Excluded Assets on such terms as shall
          be determined by Holdings, in its sole discretion.

     6.2 Confidentiality; Press Release.

     (a) Buyer, Charter and Holdings are parties to a Confidentiality Agreement
dated February 12, 1999 (the "Confidentiality Agreement"). Notwithstanding the
execution, delivery and performance of this Agreement, or the termination of
this Agreement prior to Closing, the Confidentiality Agreement shall remain in
full force and effect in accordance with its terms, but shall expire
concurrently with the Closing hereunder.

     (b) No party will issue any press release or make any other public
announcements concerning this Agreement or the transactions contemplated hereby
except with the prior approval (not to be unreasonably withheld) of the other
parties, except that if any such disclosure is required by law, no party will
make such disclosure without first providing to the other parties an advance
copy of any such disclosure and a reasonable opportunity to review and comment.