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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          "Exchange Notes" shall mean securities issued by the Obligors and
     guaranteed by the Guarantor under the Indenture containing terms identical
     to the Notes, including the Guaranty (except that the Exchange Notes will
     not contain restrictions on transfer) and to be offered to Holders of Notes
     in exchange for Notes pursuant to the Exchange Offer.

          "Exchange Offer" shall mean the exchange offer by the Companies of
     Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.

          "Exchange Offer Registration" shall mean a registration under the 1933
     Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
     registration statement on Form S-4 (or, if applicable, on another
     appropriate form) and all amendments and supplements to such registration
     statement, in each case including the Prospectus contained therein and all
     exhibits thereto.

          "Guarantor" shall have the meaning set forth in the preamble and shall
     also include the Guarantor's successors.

          "Holder" shall mean the Placement Agent, for so long as it owns any
     Registrable Notes, and each of its successors, assigns and direct and
     indirect transferees who become registered owners of Registrable Notes
     under the Indenture; provided that for purposes of Sections 4 and 5 of this
     Agreement, the term "Holder" shall include Participating Broker-Dealers (as
     defined in Section 4(a)).

          "Indenture" shall mean the Indenture relating to the Notes dated as of
     April 9, 1998 among the Guarantor, the Obligors and United States Trust
     Company of New York, trustee, and as the same may be amended from time to
     time in accordance with the terms thereof.

          "Majority Holders" shall mean the Holders of a majority of the
     aggregate principal amount at maturity of outstanding Registrable Notes;
     provided that whenever the consent or approval of Holders of a specified
     percentage of Registrable Notes is required hereunder, Registrable Notes
     held by the Obligors or any of their affiliates (as such term is defined in
     Rule 405 under the 1933 Act) (other than the Placement Agent or subsequent
     holders of Registrable Notes if such subsequent holders are deemed to be
     such affiliates solely by reason of their holding of such Registrable
     Notes) shall not be counted in determining whether such consent or approval
     was given by the Holders of such required percentage or amount.