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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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                              plus accrued interest, if any. There can be no
                              assurance that the Obligors will have sufficient
                              funds available at the time of any Change of
                              Control to make any required debt repayment
                              (including repurchases of the Notes). See
                              "Description of the Notes--Repurchase of Notes
                              upon a Change of Control."
 
Ranking.....................  The New Notes will be unsecured, unsubordinated
                              indebtedness of the Obligors, will rank pari
                              passu in right of payment with all unsecured,
                              unsubordinated indebtedness of the Obligors and
                              will be senior in right of payment to all
                              subordinated indebtedness of the Obligors. At
                              March 31, 1998, after giving pro forma effect to
                              the Transactions, the Obligors would have had
                              approximately $210.0 million of indebtedness
                              outstanding and the Obligors' subsidiaries would
                              have had $114.0 million of liabilities (including
                              $110.0 million of indebtedness under the Senior
                              Credit Facility). See "Risk Factors--Substantial
                              Leverage" and "--Holding Company Structure;
                              Structural Subordination."
 
Guaranty....................  All payments with respect to the New Notes
                              (including principal and interest) will be fully
                              and unconditionally guaranteed on a senior basis
                              by the Guarantor. The New Guaranty will rank pari
                              passu with all existing and future unsecured,
                              unsubordinated indebtedness of the Guarantor and
                              will be effectively subordinated to all
                              liabilities of the Guarantor's subsidiaries,
                              including the Obligors and Renaissance Media.
 
Certain Covenants...........  The Indenture contains certain covenants that,
                              among other things, restrict the ability of the
                              Company and its Restricted Subsidiaries (as
                              defined herein) to incur additional indebtedness,
                              create liens, engage in sale-leaseback
                              transactions, pay dividends or make distributions
                              in respect of their capital stock, redeem capital
                              stock, make investments or certain other
                              restricted payments, sell assets, issue or sell
                              stock of Restricted Subsidiaries, enter into
                              transactions with stockholders or affiliates or
                              effect a consolidation or merger. However, these
                              limitations are subject to a number of important
                              qualifications and exceptions. See "Risk
                              Factors--Restrictions Imposed by Terms of the
                              Company's Indebtedness" and "Description of the
                              Notes--Covenants."
 
Registration Rights.........  The Obligors and the Guarantor are required to
                              commence this exchange offer (the "Exchange
                              Offer") pursuant to an effective registration
                              statement or cause resales of the Notes to be
                              registered under the Securities Act pursuant to
                              an effective shelf registration statement. If one
                              of such events does not occur prior to the date
                              that is six months after the initial sale of the
                              Notes (the "Closing Date"), interest on the Notes
                              will increase by .5% per annum until the
                              consummation of the Exchange Offer or the
                              effectiveness of such shelf registration
                              statement. Holders who do not participate in the
                              Exchange Offer may thereafter hold a less liquid
                              security. See "Description of the Notes--
                              Registration Rights."
 
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