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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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     "Designated Cable System" means any cable television system located in the
United States or any business or Person whose assets consist (either directly or
through its Subsidiaries) of any such cable television system.

     "EBITDA" means, for any period, the net income of the Company for such
period, adjusted to exclude the effect of any extraordinary or other non-
recurring gain or loss for such period plus, to the extent deducted in
determining the net income of the Company for such period, (i) the aggregate
amount of interest expense for such period, (ii) the aggregate amount of income
tax for such period and (iii) the aggregate amount of depreciation, amortization
(including amortization of goodwill and other intangibles) and other similar
non-cash charges for such period.

     "Invest" means to participate in (as a partner, stockholder, founder, or
other equityholder), make a loan or provide financial assistance to, invest in,
purchase or otherwise acquire an interest in, directly or indirectly, any
Designated Cable System, and "Investment" means any such participation, making
of a loan or provision of financial assistance, investment, purchase or other
acquisition of an interest in, directly or indirectly, any Designated Cable
System.

     "Manage" means to manage, operate or develop, participate in (as a
director, officer, employee or consultant), or provide services to, directly or
indirectly, any Designated Cable System.

     "Subscriber" has the meaning assigned to such term in the Asset Purchase
Agreement dated as of November 14, 1997, as amended, between Renaissance
Holdings and TWI Cable Inc., except that (i) the definition of "System" as used
in such term shall be deemed to include any Designated Cable System acquired by
the Company following the date hereof and (ii) the definition of "Tier Cable" as
used in such term shall be deemed to include cable television services offered
to subscribers within any such additional Designated Cable System, which
services are comparable to those currently identified in the definition of "Tier
Cable."

     Section 2.  Management Investors Exclusivity.  (a) Prior to the third
anniversary of the date hereof for so long as any Management Investor is
employed by the Company or its Affiliates, such Management Investor and his or
her Affiliates will not Manage or Invest in any Designated Cable System without
the prior written consent of the MSCP Funds.  Following the third anniversary of
the date hereof for so long as any Management Investor is employed by the
Company or its Affiliates, such Management Investor and his or her Affiliates
(i) will not Manage any Designated Cable System without the prior written
consent of the MSCP Funds and (ii) may Invest in a Designated Cable System
(other than as a holder of less than 1% of the outstanding capital stock of a

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