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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
                         REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into April 6, 1998, among RENAISSANCE MEDIA (LOUISIANA) LLC, a Delaware
limited liability company ("Renaissance Louisiana"), RENAISSANCE MEDIA
(TENNESSEE) LLC, a Delaware limited liability company ("Renaissance Tennessee"),
RENAISSANCE MEDIA CAPITAL CORPORATION, a Delaware corporation ("Renaissance
Capital" and together with Renaissance Louisiana and Renaissance Tennessee, the
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"Obligors"), RENAISSANCE MEDIA GROUP LLC (the "Guarantor" and together with the
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Obligors, the "Companies"), and MORGAN STANLEY & CO. INCORPORATED (the
"Placement Agent").
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          This Agreement is made pursuant to the Placement Agreement dated April
6, 1998, between the Companies and the Placement Agent (the "Placement
Agreement"), which provides for the sale by the Obligors to the Placement Agent
of an aggregate of $163,175,000 aggregate principal amount at maturity of 10%
Senior Discount Notes Due 2008
 (the "Notes"), to be fully and unconditionally
guaranteed on a senior basis by the Guarantor (the "Guaranty").  In order to
induce the Placement Agent to enter into the Placement Agreement, the Companies
have agreed to provide to the Placement Agent and its direct and indirect
transferees the registration rights set forth in this Agreement.  The execution
of this Agreement is a condition to the closing under the Placement Agreement.

          In consideration of the foregoing, the parties hereto agree as

          1.   Definitions.

          As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
     to time.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
     from time to time.

          "Closing Date" shall mean the Closing Date as defined in the Placement

          "Companies" shall have the meaning set forth in the preamble and shall
     also include each of the Companies' successors.