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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     or (y) an interest in the U.S. Global Notes, the transfer of such interest
     may be effected only through the book entry system maintained by the
     Depositary.

          (ii) If the proposed transferee is an Agent Member, and the Note to be
     transferred consists of U.S. Physical Notes, upon receipt by the Registrar
     of the documents referred to in clause (i) above and 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 an increase
     in the principal amount at maturity of the U.S. Global Notes in an amount
     equal to the principal amount at maturity of the U.S. Physical Notes to be
     transferred, and the Trustee shall cancel the U.S. Physical Notes so
     transferred.

     (c) Transfers of Interests in the Temporary Offshore Global Notes.  The
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following provisions shall apply with respect to registration of any proposed
transfer of interests in the Temporary Offshore Global Notes:

          (i)  The Registrar shall register the transfer of any Note (x) if the
     proposed transferee is a Non-U.S. Person and the proposed transferor has
     delivered to the Registrar a certificate substantially in the form of
     Exhibit D hereto or (y) if the proposed transferee is a QIB and the
     proposed transferor 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.

          (ii) If the proposed transferee is an Agent Member, upon receipt by
     the Registrar of the documents referred to in clause (i)(y) above and
     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 an increase in the principal amount at maturity of the U.S. Global
     Notes in an amount equal to the principal amount at maturity of the
     Temporary Offshore Global Notes to be transferred, and the Trustee shall
     decrease the amount of the Temporary Offshore Global Notes in such an
     amount.

     (d) Transfers of Interests in the Permanent Offshore Global Notes or
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Unlegended Offshore Physical Notes.  The following provisions shall apply with
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respect to any transfer of