Whereas, BY Ordinance No. 418 And Franchise Agreement

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 Application");


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 ...