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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          (iii)  If the MSCP Funds do not deliver a Notice of Exercise within 15
     Business Days after delivery of an Offer Notice, such Management Investor
     shall have the right for a period of 270 days from the earlier of (x) the
     15th Business Day following delivery of such Offer Notice and (y) the date
     on which such Management Investor receives written notice from the MSCP
     Funds to the effect that they have elected not to participate in such
     Investment on the terms described in the Offer Notice, to consummate the
     Investment described in the Offer Notice on the terms and conditions
     specified therein.  In the event that such Management Investor shall not
     have consummated such Investment in accordance with the immediately
     preceding sentence before the expiration of the 270-day period described
     therein, then such Management Investor may not consummate such Investment
     without again complying with the provisions of this Section 2(b).

     Section 3.  MSCP III Exclusivity.  Prior to the third anniversary of the
date hereof, the MSCP Funds will not purchase or acquire (other than through
Renaissance Holdings or its Subsidiaries or otherwise together with the
Management Investors), directly or indirectly, a controlling interest in any
Person that owns or manages a Designated Cable System the purchase or
acquisition of which would be consistent with the Company's business plan and
acquisition strategy in effect at such time; provided that the foregoing
prohibition shall not apply (i) if the Company has failed to achieve the
Benchmarks as of the date of the definitive documentation entered into by the
MSCP Funds with respect to such purchase or acquisition, (ii) if the Company has
at least 400,000 Subscribers as of the date of such definitive documentation,
(iii) to any acquisition of a diversified business having cable television
systems included among its assets unless the gross revenues of such diversified
business are primarily attributable to such cable television systems, or (iv) to
any transaction that is not reasonably likely to be offered or made available to
the Company (including, without limitation, any opportunity offered only to
financial investors or only to the MSCP Funds directly, any opportunity that is
of a size or scale that would not be reasonably possible for the Company to
undertake given the size and resources of the Company, or any opportunity that
is inconsistent with the Company's business plan and business strategy at such

     Section 4.  Miscellaneous.  (a) Notices.  All notices, requests and other
communications to any party shall be in writing (including facsimile or similar
writing) and shall be given,