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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          "Obligors" shall have the meaning set forth in the preamble and shall
     also include each of the Obligor's successors.

          "Person" shall mean an individual, partnership, corporation, limited
     liability company, trust or unincorporated organization, or a government or
     agency or political subdivision thereof.

          "Placement Agent" shall have the meaning set forth in the preamble.

          "Placement Agreement" shall have the meaning set forth in the

          "Prospectus" shall mean the prospectus included in a Registration
     Statement, including any preliminary prospectus, and any such prospectus as
     amended or supplemented by any prospectus supplement, including a
     prospectus supplement with respect to the terms of the offering of any
     portion of the Registrable Notes covered by a Shelf Registration Statement,
     and by all other amendments and supplements to such prospectus, and in each
     case including all material incorporated by reference therein.

          "Registrable Notes" shall mean the Notes, including the Guaranty;
     provided, however, that the Notes shall cease to be Registrable Notes (i)
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     when a Registration Statement with respect to such Notes and the Guaranty
     shall have been declared effective under the 1933 Act and such Notes shall
     have been disposed of pursuant to such Registration Statement, (ii) when
     such Notes have been sold to the public pursuant to Rule 144 (or any
     similar provision then in force, but not Rule 144A) under the 1933 Act or
     (iii) when such Notes shall have ceased to be outstanding.

          "Registration Expenses" shall mean any and all expenses incident to
     performance of or compliance by the Guarantor and the Obligors with this
     Agreement, including without limitation:  (i) all SEC, stock exchange or
     National Association of Securities Dealers, Inc. registration and filing
     fees, (ii) all fees and expenses incurred in connection with compliance
     with state securities or blue sky laws (including reasonable fees and
     disbursements of counsel for any underwriters or Holders in connection with
     blue sky qualification of any of the Exchange Notes or Registrable Notes),
     (iii) all expenses of any Persons in preparing or assisting in preparing,
     word processing, printing and distributing any Registration Statement, any
     Prospectus, any amendments or supplements thereto, any underwriting
     agreements, securities sales agreements and other documents relating to the
     performance of and compliance with this Agreement, (iv) all rating agency
     fees, (v) all fees and disbursements relating to the qualification of the
     Indenture under applicable securities laws, (vi) the fees and disbursements
     of the Trustee and its counsel, (vii) the fees and disbursements of counsel
     for the Guarantor and the Obligors and, in the case of a Shelf Registration