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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document

                                                                   Exhibit 10.25

                              RESOLUTION NO. 0398

     WHEREAS, by Ordinance No. 418 and Franchise Agreement effective May 5, 
1993, the City of Selmer Tennessee ("Franchising Authority") granted a cable 
television franchise (the "Franchise") which is held by TWI Cable, Inc. 
("Franchisee"), a subsidiary of Time Warner Inc. and the successor-in-interest 
to Cablevision Industries of Tennessee, L.P.;

     WHEREAS, Franchisee has negotiated an asset purchase agreement (the 
"Agreement") with Renaissance Media Holdings LLC ("Holdings"), pursuant to which
Franchisee has agreed to transfer to Renaissance Media LLC, an affiliate of 
Holdings ("Renaissance"), substantially all of the assets of its cable 
television system serving the Franchising Authority (the "System"), including 
its rights under the Franchise;

     WHEREAS, Franchisee and Renaissance have filed a Form 394 (the "Transfer 

     WHEREAS, the Franchise requires that Franchising Authority grant its 
consent to an assignment of the Franchise by Franchisee, which consent shall not
be unreasonably withheld;

     WHEREAS, Franchisee and Renaissance have requested that Franchising 
Authority consent to the assignment and transfer of the Franchise by Franchisee 
to Renaissance;

     WHEREAS, Franchising
 Authority has reviewed the Transfer Application, 
examined the legal, financial and technical qualifications of Renaissance, 
followed all required procedures to consider and act upon the Transfer 
Application, and considered the comments of all interested parties;

     WHEREAS, the Franchise is in full force and effect without default 
thereunder by Franchisee as of the date hereof in accordance with its terms and
conditions as set forth therein, and Renaissance has agreed to comply with the
Franchise and applicable law from and after the completion of the transfer, and

     WHEREAS, Renaissance will need to grant one or more security interests 
and/or liens in or upon the Franchise and the System from time to time on or 
after the closing date of the transfer in order to secure the present and future
indebtedness of Renaissance.


     1.  Franchising Authority acknowledges that it has received a complete 
Transfer Application.


     2.  Franchising Authority does hereby consent to the transfer of the 
Franchise and all of Franchisee's rights, powers and privileges under the 
Franchise from Franchisee to Renaissance.

     3.  The foregoing consent to the transfer and assignment of the Franchise 
shall be effective upon the consummation of the transfer of the assets of the 
System by Franchisee to Renaissance, at which time Franchising Authority shall 
automatically release Franchisee and its predecessors from al obligations and 
liabilities under the Franchise that relate to periods from and after such date.
Notice of the date of such consummation shall be given to Franchising Authority.

     4.  Franchising Authority hereby consents to a transfer of the Franchise or
control related thereto to any entity controlling, controlled by or under 
common control with Renaissance.

     5.  Renaissance is authorized to pledge, mortgage, transfer in trust and 
otherwise hypothecate the property and assets used or held for use in 
connection with the ownership and operation of the System, including the 
Franchise, and the parties owning or controlling Renaissance are authorized to 
pledge, mortgage, transfer in trust an otherwise hypothecate their equity 
interest in Renaissance as collateral security for such loans and financing (or 
for guarantees of such loans and financing) as may be incurred or assumed by 
Renaissance from time to time in connection with the ownership and operation of 
the System.

     6.  Franchising Authority hereby confirms that, to its knowledge: (a) the 
Franchise is currently in full force and effect and expires on May 6, 2003; (b) 
Franchise is currently the valid holder and authorized grantee of the Franchise;
(c) Franchisee is in compliance in all material respects with the Franchise; and
(d) no event has occurred or exists that would constitute a default under the 
Franchise or that would permit Franchising Authority to revoke or terminate the 
Franchise.  Subject to compliance with the terms of this Resolution, all action 
necessary to approve the transfer of the Franchise to Renaissance has been duly 
and validly taken.

     Adopted by the City of Selmer, Tennessee on this 10th day of March, 1998.

     ATTEST /s/                          /s/
            Recorder                     Mayor