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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
on the Letter of Transmittal by which such Old Notes were tendered (including
any required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Old Notes register the
transfer of such Old Notes into the name of the person withdrawing the tender
and (iv) specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor. All questions as to the validity, form
and eligibility (including time of receipt) of such notices will be determined
by the Obligors, whose determination shall be final and binding on all
parties. Any Old Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer and no New Notes will be issued
with respect thereto unless the Old Notes so withdrawn are validly retendered.
Any Old Notes which have been tendered but which are not accepted for exchange
will be returned to the holder thereof without cost to such holder as soon as
practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Notes may be retendered by following
one of the procedures described above under "--Procedures for Tendering" at
any time prior to the Expiration Date.
  Notwithstanding any other term of the Exchange Offer, the Obligors shall not
be required to accept for exchange, or exchange New Notes for, any Old Notes,
and may terminate or amend the Exchange Offer as provided herein before the
acceptance of such Old Notes, if:
    (a) any action or proceeding is instituted or threatened in any court or
  by or before any governmental agency with respect to the Exchange Offer
  which, in the sole judgment of the Obligors, might materially impair the
  ability of the Obligors to proceed with the Exchange Offer or any material
  adverse development has occurred in any existing action or proceeding with
  respect to the Obligors or any of their subsidiaries; or
    (b) any law, statute, rule, regulation or interpretation by the Staff of
  the Commission is proposed, adopted or enacted, which, in the sole judgment
  of the Obligors, might materially impair the ability of the Obligors to
  proceed with the Exchange Offer or materially impair the contemplated
  benefits of the Exchange Offer to the Obligors; or
    (c) any governmental approval has not been obtained, which approval the
  Obligors shall, in their sole discretion, deem necessary for the
  consummation of the Exchange Offer as contemplated hereby.
  If the Obligors determine in their sole discretion that any of the
conditions are not satisfied, the Obligors may (i) refuse to accept any Old
Notes and return all tendered Old Notes to the tendering holders, (ii) extend
the Exchange Offer and retain all Old Notes tendered prior to the expiration
of the Exchange Offer, subject, however, to the rights of holders to withdraw
such Old Notes (see "--Withdrawal of Tenders") or (iii) waive such unsatisfied
conditions with respect to the Exchange Offer and accept all properly tendered
Old Notes which have not been withdrawn.