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complied in all material respects with the must carry and retransmission consent
provisions of the 1992 Cable Act, including (i) duly and timely notifying "local
commercial television stations" of inadequate signal strength or increased
copyright liability, if applicable, (ii) duly and timely notifying
non-commercial educational stations of the location of the Systems' principal
headend, (iii) duly and timely notifying subscribers of changes in the channel
alignment on the Systems, (iv) duly and timely notifying "local commercial and
non-commercial television stations" of the broadcast signals carried on the
Systems and their channel positions, (v) maintaining the requisite public file
identifying broadcast signal carriage, (vi) carrying the broadcast signals after
June 1, 1993, on the Systems for all "local commercial television stations"
which elected must carry status and, if required, up to two "qualified low power
stations" and (vii) obtaining retransmission consents for all broadcast signals
carried on the Systems after October 5, 1993, except for the non-exempt signals
carried pursuant to a must carry election. No must carry complaint is pending
against any System at the FCC, nor, to RMG's Knowledge, is any threatened except
as set forth in Schedule 5.8. RMG has delivered to Charter copies of any pending
petitions it has on file with the FCC, including requests for market
modifications or petitions for special relief or any market modification
requests or special relief petitions affecting any System that have been served
on RMG. The FCC has not issued any decision with respect to a must carry
complaint finding any System in violation of the must carry rules except as set
forth on Schedule 5.8.

            5.8.4 RMG has used commercially reasonable efforts to establish
rates charged and a la carte packages provided to subscribers, effective as of
September 1, 1993, that would be allowable under rules and regulations
promulgated by the FCC under the 1992 Cable Act, and any authoritative
interpretation thereof, whether or not such rates or packages were subject to
regulation at that date by any Governmental Authority, including any state
regulatory agency, local franchising authority and/or the FCC. Notwithstanding
the foregoing, RMG makes no representation or warranty that either the rates
charged to subscribers or the a la carte packages provided would be allowable
under any rules and regulations of the FCC, or any authoritative interpretation
thereof, promulgated after the date of the Closing. RMG has delivered to Charter
complete and correct copies of (i) the most recent FCC Forms 328, 329, 393,
1200, 1205, 1210, 1215, 1220, 1235 and 1240 and other FCC rate forms
(collectively, the "FCC Rate Forms") filed with the local franchising authority
and/or the FCC and will deliver as soon as available all such FCC forms that are
prepared with respect to the Systems, (ii) all historical FCC Rate Forms with
respect to any System in which there is currently a rate issue pending,
including any accounting order or any rate order on appeal, (iii) copies of all
complaints, petitions, answers, responses and other filings made with or by any
Governmental Authority in connection with any rate orders issued by such
Governmental Authority or any appeal therefrom, and (iv) any documentation
supporting an exemption from the rate regulation provisions of the 1992 Cable
Act claimed by RMG with respect to the Systems. Except as set forth on Schedule
5.8, RMG has not made any election with respect to any cost of service
proceeding conducted in accordance with Part 76.922 of Title 47 of the Code of
Federal Regulations or any similar proceeding (a "Cost of Service Election")
with respect to any of the Systems.

            5.8.5 Except as set forth on Schedule 5.8, all necessary FAA
approvals have been