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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.
                         -------------------------------------------------  
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.  The following
TIA terms used in this Indenture have the following meanings:

               "indenture securities" means the Notes;

               "indenture security holder" means a Holder or a Noteholder;

               "indenture to be qualified" means this Indenture;

               "indenture trustee" or "institutional trustee" means the Trustee;
     and

               "obligor" on the indenture securities means the Obligors, the
     Company or any other obligor on the Notes.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.

          SECTION 1.03.  Rules of Construction. Unless the context otherwise
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requires:

               (i)    a term has the meaning assigned to it;

               (ii)   an accounting term not otherwise defined has the meaning
     assigned to it in accordance with GAAP;

               (iii)  "or" is not exclusive;

               (iv)   words in the singular include the plural, and words in the
     plural include the singular;

               (v)    provisions apply to successive events and transactions;

               (vi)   "herein," "hereof" and other words of similar import refer
     to this Indenture as a whole and not to any particular Article, Section or
     other subdivision;

               (vii)  all ratios and computations based on GAAP contained in
     this Indenture shall be computed in accordance with the definition of GAAP
     set forth in Section 1.01; and

               (viii) all references to Sections or Articles refer to Sections
     or Articles of this Indenture unless otherwise indicated.