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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          (viii)  reduce the percentage or aggregate principal amount of
     outstanding Notes the consent of whose Holders is necessary for waiver of
     compliance with certain provisions of this Indenture or for waiver of
     certain defaults.

     It shall not be necessary for the consent of the Holders under this Section
9.02 to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Obligors shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver.  The Obligors will mail
supplemental indentures to Holders upon request. Any failure of the Obligors to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.

      SECTION 9.03.  Revocation and Effect of Consent.  Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the Note of the consenting
Holder, even if notation of the consent is not made on any Note.  Subject to the
following paragraph, any such Holder or subsequent Holder may revoke the consent
as to its Note or portion of its Note.  Such revocation shall be effective only
if the Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective.  An amendment, supplement or waiver
shall become effective on receipt by the Registrar of written consents from the
Holders of the requisite percentage in principal amount of the outstanding Notes
and notification to the Trustee thereof.

     The Obligors may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver.  If a record date is fixed, then, notwithstanding the last
two sentences of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies) and only those
persons shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such persons continue to
be Holders after such record date.  No such consent shall be valid or effective
for more than 90 days after such record date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it is of the type described in any of clauses (i) through
(viii) of Section 9.02.  In case of an amendment or waiver of the type described
in clauses (i) through (viii) of Section 9.02, the amendment or waiver shall
bind each Holder who has consented to it and every subsequent Holder of a Note
that evidences the same indebtedness as the Note of the consenting Holder.

      SECTION 9.04.  Notation on or Exchange of Notes.  If an amendment,
supplement or waiver changes the terms of a Note, the Trustee may require the
Holder to deliver such Note to the Trustee.  At the Obligors' expense, the
Trustee may place an appropriate notation on the Note