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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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about the changed terms and return it to the Holder and the Trustee may place an
appropriate notation on any Note thereafter authenticated. Alternatively, if the
Obligors or the Trustee so determine, the Obligors in exchange for the Note
shall issue and the Trustee shall authenticate a new Note that reflects the
changed terms.

      SECTION 9.05.  Trustee to Sign Amendments, Etc.  The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article Nine is authorized or permitted by this
Indenture.  Subject to the preceding sentence, the Trustee shall sign such
amendment, supplement or waiver if the same does not adversely affect the
rights, duties or immunities of the Trustee under this Indenture or otherwise.
The Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver that affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

      SECTION 9.06.  Conformity with Trust Indenture Act.  Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.

                                  ARTICLE TEN
                               GUARANTY OF NOTES

      SECTION 10.01.  Guaranty.  Subject to the provisions of this Article Ten,
the Company hereby fully, unconditionally and irrevocably guarantees to each
Holder and to the Trustee on behalf of the Holders:  (i) the due and punctual
payment of the principal of, premium, if any, and interest on each Note, when
and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest, if any, on the Notes, to the extent lawful,
and the due and punctual performance of all other obligations of the Obligors to
the Holders or the Trustee, all in accordance with the terms of such Note and
this Indenture and (ii) in the case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, at Stated Maturity, by acceleration or otherwise.  The
Company hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Obligors, any
right to require a proceeding first against the Obligors, the benefit of
discussion, protest or notice with respect to any such Note or the debt
evidenced thereby and all demands whatsoever, and covenants that this Guaranty
will not be discharged as to any such Note except by payment in full of the
principal thereof and interest thereon and as provided in Section 8.01 and
Section 8.02 (subject to Section 8.06).  The maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six for the purposes
of this Article Ten.  In the event of any declaration of acceleration of such
obligations as provided in Article Six, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Company for the purpose
of this