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SEC Filings

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



          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
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entered into April 6, 1998, among RENAISSANCE MEDIA (LOUISIANA) LLC, a Delaware
limited liability company ("Renaissance Louisiana"), RENAISSANCE MEDIA
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(TENNESSEE) LLC, a Delaware limited liability company ("Renaissance Tennessee"),
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RENAISSANCE MEDIA CAPITAL CORPORATION, a Delaware corporation ("Renaissance
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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
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"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
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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
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guaranteed on a senior basis by the Guarantor (the "Guaranty").  In order to
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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
follows:

          1.   Definitions.
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          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
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     to time.

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

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

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