[REVERSE SIDE OF NOTE]
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION
10% Senior Discount Note due 2008
1. Principal and Interest.
The Obligors will, jointly and severally, pay the principal of this Note on
April 15, 2008.
The Obligors promise, jointly and severally, to pay interest on the
principal amount of this Note on each Interest Payment Date, as set forth below,
at the rate per annum shown above.
Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the April 1 or October 1 immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing October 15,
2003; provided that no interest shall accrue on the principal amount of this
Note prior to April 15, 2003 and no interest shall be paid on this Note prior
to October 15, 2003, except as provided in the next paragraph.
If an exchange offer (the "Exchange Offer") registered under the Securities
Act is not consummated and a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
Notes is not declared effective by the Commission, on or before October 9, 1998
in accordance with the terms of the Registration Rights Agreement dated April 6,
1998 between the Obligors, the Company and Morgan Stanley & Co. Incorporated,
interest (in addition to the accrual of original issue discount during the
period ending April 15, 2003 and in addition to the interest otherwise due on
the Notes after such date) will accrue, at an annual rate of 0.5% of Accreted
Value on the preceding Semiannual Accrual Date on the Notes from October 9,
1998, payable in cash semiannually, in arrears, on each Interest Payment Date,
commencing April 15, 1999 until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.
Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from April 15, 2003;
provided that, if there is no existing default in the payment of interest and
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from