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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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constitutes an interest in or claim against property, whether arising pursuant
to any Legal Requirement, under any Contract or otherwise.

     "Litigation" means any claim, action, suit, proceeding, arbitration,
investigation, hearing, or other similar activity or procedure.

     "LLC Interest" means the interest in Renaissance Media Holdings LLC that
Seller will acquire at Closing as described in the LLC Terms Sheet.

     "Losses" means any claims, losses, liabilities, damages, penalties, costs,
and expenses, including reasonable counsel fees and costs and expenses incurred
in the investigation, defense or settlement of any claims covered by the
indemnification provided for in herein, but shall in no event include incidental
or consequential damages.

     "Material Adverse Effect" means a material adverse effect on the business,
operations, assets or condition (financial or otherwise) of the Systems, taken
as a whole, other than matters affecting the cable television industry generally
(including legislative, regulatory or litigation matters) and matters relating
to or arising from national economic conditions (including financial and capital
markets).

     "Nonconsent Franchise Cash Flow Amount" means with respect to a Nonconsent
Franchise, for any period beginning on or after the Adjustment Time, the net
income (or loss) of, or otherwise derived from, the operation of such Nonconsent
Franchise and subscribers covered thereby and Assets related thereto, as
determined in accordance with, or otherwise consistent with, GAAP plus (to the
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extent deducted in calculating such net income) the sum of amortization and
depreciation, interest expense, management fees, corporate overhead, taxes on
income and non-cash charges to net income, minus (to the extent added in
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calculating such net income) interest income, plus, without duplication, the
                                              ----                          
proceeds of any sale or disposition of or insurance recoveries with respect to
such Nonconsent Franchise (but only to the extent such proceeds were not
invested in or otherwise used in connection with the ownership or operation of
such Nonconsent Franchise), and minus the sum of capital expenditures (made with
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the consent of Buyer, which consent shall not unreasonably be withheld)
attributable to such Nonconsent Franchise and related Assets.

     "Permitted Lien" means (a) liens for Taxes not yet past due; (b) rights of
general applicability to similarly situated property reserved to any
Governmental Authority to regulate the affected property; (c) as to leased
Assets, statutory interests of the lessors thereof or interests set forth in the
applicable lease; (d) inchoate materialmen's, mechanics', workmen's, repairmen's
or other like liens arising in the ordinary course of business (which will be
discharged by Seller or a Seller Subsidiary at or prior to the Closing Date or
in respect of which Buyer will receive a credit against the Cash Consideration
in an amount equal to the amount secured by any such lien which is not
discharged at or prior to the Closing Date); (e) any Liens to be released at or
prior to Closing; (f) as to any parcel of Real Property, any Liens that do not
in any material

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