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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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the amount of original issue discount (including daily rates and accrual
periods) accrued on outstanding Notes as of the end of such year and (ii) such
other specific information relating to such original issue discount as may then
be relevant under the Internal Revenue Code of 1986, as amended from time to
time, and requested by the Trustee.

      SECTION 4.21.  Release of Obligors Upon Sale.  Renaissance Louisiana
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and/or Renaissance Tennessee will be automatically, completely and
unconditionally released and discharged from its obligations in respect of the
Notes upon the sale or other disposition (in compliance with the first sentence
of Section 4.11) of all of the Company's and each of its Restricted Subsidiary's
Capital Stock in such Obligor to any Person that is not an Affiliate of the
Company; provided that such sale is not governed by the provisions of Article
Five and after any such release and discharge at least one Obligor shall remain
an obligor on the Notes.


                                 ARTICLE FIVE
                             SUCCESSOR CORPORATION

      SECTION 5.01.  When Obligors and the Company May Merge, Etc.  Neither the
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Company nor any Obligor that constitutes all or substantially all of the
property and assets of the Company will consolidate with, merge with or into, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of its property and assets (as an entirety or substantially an entirety in one
transaction or a series of related transactions) to, any Person or permit any
Person to merge with or into it unless: (i) the Company or such Obligor shall be
the continuing Person, or the Person (if other than the Company or such Obligor)
formed by such consolidation or into which the Company or such Obligor is merged
or that acquired or leased such property and assets of the Company or such
Obligor shall be a corporation organized and validly existing under the laws of
the United States of America or any jurisdiction thereof and shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, all
of the obligations of the Company or the Obligor, as the case may be, on all of
the Notes and under this Indenture; (ii) immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing; (iii) immediately after giving effect to such transaction on a pro
forma basis, the Company or the Obligor or any Person becoming the successor
obligor of the Notes or the Guaranty, as the case may be, shall have a
Consolidated Net Worth equal to or greater than the Consolidated Net Worth of
the Company or the Obligor immediately prior to such transaction; provided that
this clause (iii) shall only apply to a sale of substantially all, but less than
all, of the assets of the Company or an Obligor; (iv) immediately after giving
effect to such transaction on a pro forma basis the Company or such Obligor, or
any Person becoming the successor obligor on the Guaranty or the Notes, as the
case may be, could Incur at least $1.00 of Indebtedness under the first
paragraph of Section 4.03(a); provided that this clause (iv) shall not apply to
a consolidation, merger or sale of all (but not less than all) of the assets of
the Company or an Obligor if all Liens and Indebtedness of the Company or any
Person becoming the successor obligor on the Guaranty, as the case may be, and
its Restricted Subsidiaries, including the Obligors