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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Exchange Act) becomes the ultimate "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of more than 35% of the total voting power of the Voting
Stock of the Company on a fully diluted basis and such ownership represents a
greater percentage of the total voting power of the Voting Stock of the Company,
on a fully diluted basis, than is held by the Existing Stockholders on such
date; or (ii) individuals who on the Closing Date constitute the Board of
Directors of Holdings or the Company (together with any new directors (x) whose
election by such Board of Directors or whose nomination by such Board of
Directors for election by Holdings' or the Company's equityholders was approved
by a vote of at least two-thirds of the members of such Board of Directors then
in office who either were members of such Board of Directors on the Closing Date
or whose election or nomination for election was previously so approved or (y)
so long as no person beneficially owns a greater proportion of the total voting
power of the Voting Stock of Holdings than is beneficially owned by the Morgan
Stanley Entities and Time Warner and their Affiliates, whose election was
approved by Holdings with respect to the Company) cease for any reason to
constitute a majority of the members of the Board of Directors then in office.

          "Closing Date" means the date on which the Notes are originally issued
under this Indenture.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the TIA, then the body performing
such duties at such time.

          "Common Stock" means, with respect to any Person, such Person's
equity, other than Preferred Stock of such Person, whether outstanding on the
Closing Date or issued thereafter, including, without limitation, all series and
classes of such common stock, including any and all shares, interests,
participations or other equivalents (however designated, whether voting or non-
voting) thereof.

          "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to Article Five of this
Indenture and thereafter means the successor.

          "Consolidated EBITDA" means, for any period, Adjusted Consolidated Net
Income for such period (x) plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income, (i) Consolidated Interest
Expense, (ii) income taxes (other than income taxes (either positive or
negative) attributable to extraordinary and non-recurring gains or losses or
sales of assets), (iii) depreciation expense, (iv) amortization expense and (v)
all other non-cash items reducing Adjusted Consolidated Net Income (other than
items that will require cash payments and for which an accrual or reserve is, or
is required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income, all as determined on a consolidated