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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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successor statute, rule or regulation, or published clarifications or
interpretations with respect thereto, in each case as from time to time in
effect, (g) references to Schedules and Exhibits shall, unless otherwise
indicated, refer to the Schedules and Exhibits attached to this Agreement, which
shall be incorporated in and constitute a part of this Agreement by such
reference, (h) references to a Person include such person's successors and
assigns to the extent not prohibited by this Agreement, and (i) references to a
"day" or number of "days" (without the explicit qualification "business") shall
be interpreted as a reference to a calendar day or number of calendar days, and
if any action or notice is to be taken or given on or by a particular calendar
day, and such calendar day is not a business day, then such action or notice
shall be deferred until, or may be taken or given on, the next business day.

     Section 1.2  Certain Defined Terms. As used in this Agreement:
     "Adjustment Time" means 11:59 p.m., local time, on the Closing Date.

     "Affiliate" means, with respect to a Person, any other Person controlling,
controlled by or under common control with the Person, with "control" for such
purpose meaning the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities or voting interests, by contract or

     "Benefit Arrangement" means any material benefit arrangement that is not an
Employee Benefit Plan, including (a) any employment or consulting agreement, (b)
any arrangement providing for insurance coverage or workers' compensation
benefits, (c) any incentive or deferred bonus arrangement, (d) any arrangement
providing termination allowance, severance or similar benefits, (e) any equity
compensation plan, (f) any deferred compensation plan and (g) any compensation
policy or practice.

     "Cable Act" means Title VI of the Communications Act of 1934, 47 U.S.C. (S)
151 et. seq., and all other provisions of the Cable Communications Policy Act of
1984, Pub. L. No. 98-549, and the Cable Television Consumer Protection and
Competition Act of 1992, Pub. L. No. 102-385.

     "Closing Date" means the date of Closing.

     "Code" means the Internal Revenue Code of 1986.

     "Communications Act" means the Communications Act of 1934.

     "Contract" means any written contract, mortgage, deed of trust, bond,
indenture, lease, license, note, franchise, certificate, option, warrant, right
or other instrument, document, obligation or agreement, and any oral obligation,
right or agreement.

     "Copyright Act" means the Copyright Act of 1976.