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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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of the Registrable Notes included in such offering; provided, however, that such
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investment bankers and managers must be reasonably satisfactory to the

          4.  Participation of Broker-Dealers in Exchange Offer.

          (a) The Guarantor and the Obligors understand that the Staff of the
SEC has taken the position that any broker-dealer that receives Exchange Notes
for its own account in the Exchange Offer in exchange for Notes that were
acquired by such broker-dealer as a result of market-making or other trading
activities (a "Participating Broker-Dealer"), may be deemed to be an
"underwriter" within the meaning of the 1933 Act and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Notes.

          The Guarantor and the Obligors understand that it is the Staff's
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Notes, without naming the Participating Broker-Dealers or specifying
the amount of Exchange Notes owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the 1933

          (b) In light of the above, notwithstanding the other provisions of
this Agreement, the Guarantor and the Obligors agree that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Placement Agent or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Notes by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

          (i) neither the Guarantor nor any of the Obligors shall be required to
     amend or supplement the Prospectus contained in the Exchange Offer
     Registration Statement, as would otherwise be contemplated by Section 3(i),
     for a period exceeding 180 days after the last Exchange Date (as such
     period may be extended pursuant to the penultimate paragraph of Section 3
     of this Agreement) and Participating Broker-Dealers shall not be authorized
     by either the Guarantor or any of the Obligors to deliver and shall not
     deliver such Prospectus after such period in connection with the resales
     contemplated by this Section 4; and