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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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Franchise Areas in competition with any of the Renaissance Companies; and (iv)
none of the Renaissance Companies has received any written notice that any other
provider of cable television services or other existing or prospective video
service provider intends to provide such cable television or other video service
in competition with any Renaissance Company. Except as set forth in Schedule
3.20, no Renaissance Company is, nor is any Affiliate of any Renaissance
Company, a party to any agreement restricting the ability of any third party to
operate cable television systems or any other video programming distribution
business within any of the Franchise Areas.

     3.21 Disconnections. Schedule 3.21 sets forth (i) the number of Subscribers
which each of the Renaissance Companies have disconnected from service during
each of the six (6) months prior to the date hereof and (ii) a general
description of the Renaissance Companies' policies relating to the connection
and disconnection of Subscribers from service.

     3.22 Year 2000. Each Renaissance Company has (i) initiated a review and
assessment of all areas within its business that would reasonably be expected to
be adversely affected by the "Year 2000 Problem" (that is, the risk that
computer applications used by such Renaissance Company may be unable to
recognize and perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999), (ii) developed a plan for
addressing the Year 2000 Problem on a timely basis, and (iii) to date,
implemented that plan.

     3.23 Budgets. Schedule 3.23 sets forth true, correct and complete copies of
the Renaissance Companies' capital and operating budgets for 1999.

     3.24 Cure. For all purposes under this Agreement, the existence or
occurrence of any events or circumstances which constitute or cause a breach of
a representation or warranty of Group (as modified by Renaissance's Disclosure
Schedules) on the date such representation or warranty is made shall be deemed
not to constitute a breach of such representation or warranty if such event or
circumstance is cured on or prior to the Closing Date or the earlier termination
of this Agreement.


     Subject to any provisions of this Agreement limiting, qualifying or
excluding any of the representations or warranties made herein, and to the
disclosures set forth in Renaissance's Disclosure Schedules, Holdings hereby
represents and warrants to Buyer as set forth in this Section 4.

     4.1 Organization; Authorization and Binding Obligation. Holdings is a
limited liability company, duly organized, validly existing and in good standing
under the laws of the State of Delaware.