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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     SECTION 2.08.  Special Transfer Provisions.  Unless and until a Note is
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exchanged for an Exchange Note or sold in connection with an effective
Registration Statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

     (a)  Transfers to Non-QIB Institutional Accredited Investors.  The 
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following provisions shall apply with respect to the registration of any
proposed transfer of a Note to any Institutional Accredited Investor which is
not a QIB (excluding Non-U.S. Persons):

          (i)  The Registrar shall register the transfer of any Note, whether or
     not such Note bears the Private Placement Legend, if (x) the transferor
     certifies that the requested transfer is after the time period referred to
     in Rule 144(k) under the Securities Act or (y) the proposed transferee has
     delivered to the Registrar (A) a certificate substantially in the form of
     Exhibit C hereto and (B) if the aggregate Accreted Value of the Notes at
     the time of transfer is less than $100,000, an opinion of counsel
     acceptable to the Obligors that such transfer is in compliance with the
     Securities Act.

          (ii) If the proposed transferor is an Agent Member holding a
     beneficial interest in the U.S. Global Notes, upon receipt by the Registrar
     of (x) the documents, if any, required by paragraph (i) above and (y)
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount at maturity of the U.S. Global Notes
     in an amount equal to the principal amount at maturity of the beneficial
     interest in the U.S. Global Notes to be transferred, and the Obligors shall
     execute, and the Trustee shall authenticate and deliver, one or more U.S.
     Physical Notes of like tenor and amount.

     (b)  Transfers to QIBs.  The following provisions shall apply with respect
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to the registration of any proposed transfer of a Note to a QIB (excluding Non-
U.S. Persons):

          (i) If the Note to be transferred consists of (x) either Offshore
     Physical Notes prior to the removal of the Private Placement Legend or U.S.
     Physical Notes, the Registrar shall register the transfer if such transfer
     is being made by a proposed transferor who has checked the box provided for
     on the form of Note stating, or has otherwise advised the Obligors and the
     Registrar in writing, that the sale has been made in compliance with the
     provisions of Rule 144A to a transferee who has signed the certification
     provided for on the form of Note stating, or has otherwise advised the
     Obligors and the Registrar in writing, that it is purchasing the Note for
     its own account or an account with respect to which it exercises sole
     investment discretion and that it and any such account is a QIB within the
     meaning of Rule 144A and is aware that the sale to it is being made in
     reliance on Rule 144A and acknowledges that it has received such
     information regarding the Obligors as it has requested pursuant to Rule
     144A or has determined not to request such information and that it is aware
     that the transferor is relying upon its foregoing representations in order
     to claim the exemption from registration provided by Rule 144A