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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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receiving interest (including OID) pursuant to a loan agreement entered into
in the ordinary course of its trade or business, and (D) either (1) the Non-
United States Holder certifies to the Obligors or their agent, under penalties
of perjury, that it is a Non-United States Holder and provides its name and
address, or (2) a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of its
trade or business (a "Financial Institution"), and holds the Notes in such
capacity, certifies to the Obligors or their agent, under penalties of
perjury, that such statement has been received from the beneficial owner of
the Notes by it or by a Financial Institution between it and the beneficial
owner and furnishes the Obligors or their agent with a copy thereof. The
foregoing certification may be provided by the Non-United States Holder on
Internal Revenue Service Form W-8 (or any successor form). Such certificate is
effective with respect to payments of interest (including OID) made after the
issuance of the certificate in the calendar year of its issuance and the two
immediately succeeding calendar years.
 
  On October 14, 1997, final regulations were published in the Federal
Register (the "1997 Final Regulations") that affect the United States federal
income taxation of Non-United States Holders. The 1997 Final Regulations are
effective for payments after December 31, 1999, regardless of the issue date
of the instrument with respect to which such payments are made, subject to
certain transition rules discussed below. The discussion under this heading
and under "Backup Withholding Tax and Information Reporting," below, is not
intended to be a complete discussion of the provisions of the 1997 Final
Regulations. Prospective Holders of the Notes are urged to consult their tax
advisors concerning the tax consequences of their investment in light of the
1997 Final Regulations.
 
  The 1997 Final Regulations provide documentation procedures designed to
simplify compliance by withholding agents. The 1997 Final Regulations
generally do not affect the documentation rules described above, but add other
certification options. Under one such option, a withholding agent will be
allowed to rely on an intermediary withholding certificate furnished by a
"qualified intermediary" (as defined below) on behalf of one or more
beneficial owners (or other intermediaries) without having to obtain the
beneficial owner certificate described above. Qualified intermediaries
include: (i) foreign financial institutions or foreign clearing organizations
(other than a United States branch or United States office of such institution
or organization), or (ii) foreign branches or offices of United States
financial institutions or foreign branches or offices of United States
clearing organizations, which, as to both (i) and (ii), have entered into
withholding agreements with the Service. In addition to certain other
requirements, qualified intermediaries must obtain withholding certificates,
such as revised Internal Revenue Service Form W-8 (discussed below), from each
beneficial owner. Under another option, an authorized foreign agent of a
United States withholding agent will be permitted to act on behalf of the
United States withholding agent (including the receipt of withholding
certificates, the payment of amounts of income subject to withholding and the
deposit of tax withheld); provided that certain conditions are met.
 
  For purposes of the certification requirements, the 1997 Final Regulations
generally treat as the beneficial owners of payments on a Note those persons
that, under United States federal income tax principles, are the taxpayers
with respect to such payments, rather than persons such as nominees or agents
legally entitled to such payments. In the case of payments to an entity
classified as a foreign partnership under United States tax principles, the
partners, rather than the partnership, generally must provide the required
certifications to qualify for the withholding tax exemption described above
(unless the partnership has entered into a special agreement with the
Service). A payment to a United States partnership, however, is treated for
these purposes as payment to a United States payee, even if the partnership
has one or more foreign partners. The 1997 Final Regulations provide certain
presumptions with respect to withholding for Holders not furnishing the
required certifications to qualify for the withholding tax exemption described
above. In addition, the 1997 Final Regulations will replace a number of
current tax certification forms (including Internal Revenue Service Form W-8)
with a single, revised Internal Revenue Service Form W-8 (which, in certain
circumstances, requires information in addition to that previously required).
Under the 1997 Final Regulations, this revised Form W-8 will remain valid
until the last day of the third calendar year following the year in which the
certificate is signed.
 
  The 1997 Final Regulations provide transition rules concerning existing
certificates, such as Internal Revenue Service Form W-8. Valid withholding
certificates that are held on December 31, 1999 will generally
 
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