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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     opinions, in form, scope and substance, shall be reasonably satisfactory to
     the Holders and such Underwriters and their respective counsel) addressed
     to each selling Holder and Underwriter of Registrable Notes, covering the
     matters customarily covered in opinions requested in underwritten
     offerings, (iii) obtain "cold comfort" letters from the independent
     certified public accountants of the Guarantor and the Obligors (and, if
     necessary, any other certified public accountant of any subsidiary of the
     Guarantor or the Obligors, or of any business acquired by the Guarantor or
     any of the Obligors for which financial statements and financial data are
     or are required to be included in the Registration Statement) addressed to
     each selling Holder and Underwriter of Registrable Notes, such letters to
     be in customary form and covering matters of the type customarily covered
     in "cold comfort" letters in connection with underwritten offerings, and
     (iv) deliver such documents and certificates as may be reasonably requested
     by the Holders of a majority in principal amount at maturity of the
     Registrable Notes being sold or the Underwriters, and which are customarily
     delivered in underwritten offerings, to evidence the continued validity of
     the representations and warranties of the Guarantor and the Obligors made
     pursuant to clause (i) above and to evidence compliance with any customary
     conditions contained in an underwriting agreement.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Guarantor or any Obligor of the
happening of any event of the kind described in Section 3(e)(v) hereof, such
Holder will forthwith discontinue disposition of Registrable Notes pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Guarantor or any Obligor, such Holder will deliver to the
Guarantor and the Obligors (at their expense) all copies in its possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Notes current at the time of receipt of
such notice.  If the Guarantor or any Obligor shall give any such notice to
suspend the disposition of Registrable Notes pursuant to a Registration
Statement, the Guarantor and the Obligors shall extend the period during which
the Registration Statement shall be maintained effective pursuant to this
Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions.  The Guarantor and the Obligors shall not suspend the
disposition of Registrable Notes for more than an aggregate of 60 days during
any 365 day period.

          The Holders of Registrable Notes covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Notes in an Underwritten
Offering.  In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers (the "Underwriters") that will
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administer the offering will be selected by the Majority Holders