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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
     if to any MSCP Fund, to:

          MSCP III
          c/o Morgan Stanley Capital Partners III, Inc.
          1221 Avenue of the Americas
          New York, New York 10021
          Facsimile No.: (212) 762-7951
          Attention: General Counsel

     with a copy to:

          Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York 10017
          Facsimile: (212) 450-4800
          Attention: Carole Schiffman, Esq.

     if to any Management Investor, to the
     address of such Management Investor
     indicated on the signature pages hereto,

or to such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties.  All such notices, requests and
other communications shall be deemed received on the date of receipt by the
recipient thereof if received prior to 5 p.m. in the place of receipt and such
day is a Business Day in the place of receipt.  Otherwise, any such notice,
request or communication shall be deemed not to have been received until the
next succeeding Business Day in the place of receipt.

     (b)  Amendments; Waivers.  Any provision of this Agreement may be amended
or waived if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by (i) the MSCP Funds and (ii) either all of the
Management Investors or all but one of the Management Investors, or in the case
of a waiver, by the party or parties against whom the waiver is to be effective;
provided that any amendment that adversely affects a Management Investor and
does not affect other Management Investors in a similar manner shall also
require the consent of the Management Investor so affected in addition to the
required consents described above.  Except as expressly set forth herein, no
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  Except as otherwise provided herein,
the rights and remedies herein