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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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from the rate regulation provisions of the Cable Act claimed by the Systems by
parties other than the Renaissance Companies. Notwithstanding the foregoing or
any other provision of this Agreement to the contrary, and without limiting the
provisions of Sections 6.14 and 10.2(b), Group does not make any representation
or warranty with respect to compliance with any Legal Requirements dealing with,
limiting or affecting the rates which can be charged by cable television systems
to their customers (whether for programming, equipment, installation, service or
otherwise) or any other Rate Regulatory Matter.

     3.17 Transactions with Affiliates. Except to the extent disclosed in the
Financial Statements and the notes thereto or Schedule 3.17, none of the
Renaissance Companies is involved in any business arrangement or business
relationship or is a party to any agreement, contract, commitment or transaction
with any Affiliate of any of the Renaissance Companies (other than another
Renaissance Company), and no Affiliate of any of the Renaissance Companies
(other than another Renaissance Company) owns any property or right, tangible or
intangible, that is used in the business of the Renaissance Companies (other
than in its capacity as a direct or indirect equity or debt holder of the
Renaissance Companies).

     3.18 Certain Fees. No finder, broker, agent, financial advisor or other
intermediary has acted on behalf of any Renaissance Company in connection with
this Agreement, any Transaction Document or the transactions contemplated hereby
or thereby, or is entitled to any payment in connection herewith or therewith
which, in either case, would result in any obligation or liability to Buyer or
Charter, except that Holdings has retained certain brokers and advisors and will
pay all fees and expenses of such brokers and advisors in connection with the
transactions contemplated hereby.

     3.19 Inventory. Each Renaissance Company has inventory, spare parts and
materials relating to the Systems of the type and nature and maintained at a
level consistent with past practice (the "Inventory"), and such Inventory will
be sufficient to operate their respective businesses in the ordinary course for
at least thirty (30) days after the Closing.

     3.20 Overbuilds; Competition. Except as set forth in Schedule 3.20, as of
the date of this Agreement, (i) no construction programs have been undertaken by
any Governmental Authority or other active cable television, multichannel
multipoint distribution system (as defined by the rules and regulations of FCC),
or multipoint distribution system provider in any of the Franchise Areas and, to
Group's Knowledge, without investigation but upon inquiry of its regional
managers and as should reasonably be known to a reasonable cable television
operator, no such construction programs are proposed or threatened to be
undertaken; (ii) no franchise or other applications or requests of any Person to
provide cable television service in the Franchise Areas have been filed more
than two (2) weeks prior to the date hereof or, to Group's Knowledge (subject to
the same limitation referred to in clause (i) above), have been filed less than
two (2) weeks prior to the date hereof or are pending, threatened, or proposed;
(iii) there is no other cable television or other video services provider within
any of the Franchise Areas which is providing or, to Group's Knowledge (subject
to the same limitation referred to in clause (i) above), has applied for a
franchise to provide cable television services or other video services to any of