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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Beneficial Arrangement, Buyer shall elect, within 30 days after the third
anniversary of the Closing Date, whether to continue or to terminate the
Management Agreement or Beneficial Arrangement. If Buyer elects to continue the
Management Agreement or Beneficial Arrangement, the Equity Value shall be
reduced by an amount equal to the product of (A) 20% times (B) the Subscriber
Valuation times (C) the Subscriber Total covered by such Nonconsent Franchise as
of September 30, 1997, and Seller shall, on such date as shall be designated by
Buyer but in any event no later than the seventh anniversary of the Closing
Date, transfer that percentage of the LLC Interest to Buyer as shall be
necessary to reflect such reduction in Equity Value or, if Seller then owns an
insufficient percentage LLC Interest, Seller shall transfer its entire LLC
Interest to Buyer and pay Buyer an amount in cash equal to the difference
between the Equity Value of the LLC Interest conveyed and the amount so owed
pursuant to this Section 6.18(f).

         (g)    If (i) Buyer elects under subsection (f) to terminate the
Management Agreement or the Beneficial Arrangement, or (ii) at any time after
Closing (A) Buyer or Seller is advised in writing by any Governmental Authority
that continued operation or management of the Nonconsent Franchise under the
Management Agreement, or the existence of the Beneficial Arrangement, violates a
Franchise, System Contract or Legal Requirement and Buyer's counsel concurs with
such advice, (B) any Governmental Authority revokes the Nonconsent Franchise, or
(C) Buyer is not receiving and has not for a period of 90 days been receiving
cash flow to which it is entitled hereunder (positive or negative) attributable
to the Nonconsent Franchise through no fault of its own, and (D) such violation,
revocation or loss of Nonconsent Franchise Cash Flow Amounts are not
attributable to an act or omission of Buyer in violation of its agreements
hereunder or under the Management Agreement, and (E) Buyer thereafter elects to
terminate the Management Agreement or Beneficial Arrangement, the Equity Value
shall be reduced by an amount equal to the sum of (1) the amount of interest
which accrues on unpaid positive cash flow, if any, to which Buyer is entitled
hereunder (between the date on which Buyer is entitled to receive such cash flow
and the date of such termination) at a rate equal to the prime rate of interest
of The Chase Manhattan Bank plus 2.0%, and (2) the product of (aa) the
Subscriber Valuation times (bb) (X) the lesser of (yy) the Subscriber Total
covered by such Nonconsent Franchise as of September 30, 1997 or (zz) the
Subscriber Total covered by such Nonconsent Franchise as of the date the
Management Agreement is terminated, in the event Buyer has operated the
Nonconsent Franchise under a Management Agreement, (Y) the Subscriber Total
covered by such Nonconsent Franchise as of September 30, 1997, in the event
Seller has operated the Nonconsent Franchise for the use and benefit of Buyer
under a Beneficial Arrangement, or (Z) notwithstanding (x) or (y) and
irrespective of whether the Nonconsent Franchise is operated by Buyer under a
Management Agreement or by Seller for the use and benefit of Buyer under a
beneficial arrangement, the average of (yy) the Subscriber Total covered by such
Nonconsent Franchise as of September 30, 1997 and (zz) the Subscriber Total
covered by such Nonconsent Franchise as of the date the Management Agreement or
beneficial arrangement is terminated, in the event (yy) exceeds (zz) due to
conditions affecting the cable television industry generally, either nationally
or regionally. In such events Seller shall, on such date as shall be designated

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