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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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publicly traded corporation) only if such Management Investor first offers the
MSCP Funds the opportunity to participate in such Investment by delivery of
written notice (the "Investment Notice") to MSCP III describing such opportunity
and the terms of the proposed investment or participation therein; provided that
such Management Investor may, without the prior written consent of the MSCP
Funds, Manage a Designated Cable System in which such Management Investor has
Invested in accordance with this Section 2.  Within 30 days following receipt of
the Investment Notice, MSCP III shall deliver written notice (the "Response
Notice") to the Management Investor stating whether or not the MSCP Funds (or
Renaissance Media, as assignee) wish to participate in such Investment.  If the
MSCP Funds decline to pursue such Investment, then, subject to Section 2(b)
below, such Management Investor may pursue the Investment independently;
provided that (i) the terms of any such Investment, taken as a whole, are not
materially more favorable than those offered to the MSCP Funds, (ii) the
Benchmarks were achieved as of the third anniversary of the date hereof, (iii)
the obligations of such Management Investor in connection with such Investment
would not be inconsistent with his or her obligations under any employment
agreement entered into with the Company or any of its Affiliates, (iv) the scope
and nature of the Designated Cable System which is the subject of such
Investment are consistent with the strategic objective (described in Section
2.03(b) of the Holdings LLC Agreement) of Renaissance Holdings and its
Affiliates, including the Company, (v) the Designated Cable System which is the
subject of such Investment does not involve cable television systems that are
contiguous to the cable television systems then owned by the Company or that are
located within 100 miles of the principal headend of an existing cable
television system then owned by the Company, and (vi) the Company has fewer than
400,000 Subscribers as of the date of the Response Notice.

     (b)  (i)  If the MSCP Funds decline to participate in any Investment
     offered to them pursuant to Section 2(a) and if any Management Investor
     intends to pursue such Investment independently, then prior to consummating
     such Investment such Management Investor must deliver written notice (an
     "Offer Notice") of such transaction to MSCP III setting forth the terms and
     conditions of such Investment to the extent that the terms of such
     Investment, taken as a whole, are materially more favorable than those
     initially offered to the MSCP Funds.

          (ii) The MSCP Funds shall have the right, exercisable by the delivery
     of written notice (a "Notice of Exercise") to such Management Investor
     within 15 Business Days after the date of delivery of such Offer Notice, to
     participate in such Investment on such terms and conditions set forth in
     such Offer Notice.

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