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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                              (as defined) in connection with a book-entry
                              transfer, in accordance with the instructions
                              contained herein and therein, and mail or
                              otherwise deliver such Letter of Transmittal, or
                              such facsimile of such Agent's Message, together
                              with the Old Notes and any other required
                              documentation to the Exchange Agent (as defined)
                              at the address set forth herein. By executing the
                              Letter of Transmittal or Agent's Message, each
                              holder will represent to the Obligors that, among
                              other things, the New Notes acquired pursuant to
                              the Exchange Offer are being obtained in the
                              ordinary course of business of the person
                              receiving such New Notes, whether or not such
                              person is the holder, that neither the holder nor
                              any such other person has any arrangement or
                              understanding with any person to participate in
                              the distribution of such New Notes and that
                              neither the holder nor any such other person is
                              an "affiliate," as defined under Rule 405 of the
                              Securities Act, of the Obligors. See "The
                              Exchange Offer--Purpose and Effect of the
                              Exchange Offer" and "--Procedures for Tendering."
Untendered Old Notes........
                              Following the consummation of the Exchange Offer,
                              holders of Old Notes eligible to participate, but
                              who do not tender their Old Notes, will not have
                              any further exchange rights and such Old Notes
                              will continue to be subject to certain
                              restrictions on transfer. Accordingly, the
                              liquidity of the market for such Old Notes could
                              be adversely affected.
Consequences of Failure to    The Old Notes that are not exchanged pursuant to
 Exchange...................  the Exchange Offer will remain restricted
                              securities. Accordingly, such Old Notes may be
                              resold only (i) to the Obligors, (ii) pursuant to
                              Rule 144A or Rule 144 under the Securities Act or
                              pursuant to some other exemption under the
                              Securities Act, (iii) outside the United States
                              to a foreign person pursuant to the requirements
                              of Rule 904 under the Securities Act, or (iv)
                              pursuant to an effective registration statement
                              under the Securities Act. See "The Exchange
                              Offer-- Consequences of Failure to Exchange."
Shelf Registration
 Statement..................  In the event that changes in the law or the
                              applicable interpretations of the staff of the
                              Commission do not permit the Obligors to effect
                              such an Exchange Offer, or if for any other
                              reason the Exchange Offer is not commenced and
                              not consummated by October 9, 1998, the Obligors
                              will (i) file a shelf registration statement (the
                              "Shelf Registration Statement") covering resales
                              of the Old Notes; (ii) use their best efforts to
                              cause the Shelf Registration Statement to be
                              declared effective under the Securities Act and
                              (iii) use their best efforts to keep effective
                              the Shelf Registration Statement until the
                              earlier of (a) two years after the date of the
                              original issuance of the Old Notes or (b) such
                              time as all of the applicable Old Notes have been
                              sold thereunder.