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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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amount of Pari Passu Indebtedness), plus, in each case, accrued interest (if
any) to the Payment Date.

      SECTION 4.12.  Repurchase of Notes upon a Change of Control.  The Obligors
must commence, within 30 days of the occurrence of a Change of Control, and
consummate an Offer to Purchase for all Notes then outstanding, at a purchase
price equal to 101% of the Accreted Value thereof on the relevant Payment Date,
plus accrued interest, if any, to the Payment Date.

     The Obligors will not be required to make an Offer to Purchase pursuant to
this Section 4.12 if a third party makes an Offer to Purchase in compliance with
this Section 4.12 and repurchases all Notes validly tendered and not withdrawn
under such Offer to Purchase.

      SECTION 4.13.  Existence.  Subject to Article Five of this Indenture, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its existence and the existence of each of its Restricted
Subsidiaries in accordance with the respective organizational documents of the
Company and each such Subsidiary and the rights (whether pursuant to charter,
partnership certificate, agreement, statute or otherwise), material licenses and
franchises of the Company and each such Subsidiary; provided that the Company
shall not be required to preserve any such right, license or franchise, or the
existence of any Restricted Subsidiary (other than of the Company), if the
maintenance or preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries taken as a whole.

      SECTION 4.14.  Payment of Taxes and Other Claims.  The Company will pay or
discharge and shall cause each of its Subsidiaries to pay or discharge, or cause
to be paid or discharged, before the same shall become delinquent (i) all
material taxes, assessments and governmental charges levied or imposed upon (a)
the Company or any such Subsidiary, (b) the income or profits of any such
Subsidiary which is a corporation or (c) the property of the Company or any such
Subsidiary and (ii) all material lawful claims for labor, materials and supplies
that, if unpaid, might by law become a lien upon the property of the Company or
any such Subsidiary; provided that the Company shall not be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been

      SECTION 4.15.  Maintenance of Properties and Insurance.  The Company will
cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly conducted at all times; provided that nothing in this Section 4.15
shall prevent the Company or any such Subsidiary from discontinuing the use,
operation or maintenance of any of such properties or