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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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                           DESCRIPTION OF THE NOTES
  The Old Notes were issued under an Indenture, dated as of the Closing Date
(the "Indenture"), among Renaissance Louisiana, Renaissance Tennessee and
Renaissance Capital, as joint and several Obligors (the "Obligors"), the
Company, as guarantor, and United States Trust Company of New York (the
"Trustee"). The New Notes will be issued under the Indenture, which shall
thereupon be subject to and governed by the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). A copy of the Indenture is available upon
request from the Company. The following summary of certain provisions of the
Indenture does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the Indenture,
including the definitions of certain terms therein and those terms made a part
thereof by the Trust Indenture Act. For purposes of this section, all
references to the Company are to Renaissance Media Group LLC, excluding its
subsidiaries. Whenever particular defined terms of the Indenture not otherwise
defined herein are referred to, such defined terms are incorporated herein by
reference. For definitions of certain capitalized terms used in the following
summary, see "--Certain Definitions."
  The form and terms of the New Notes are the same in all material respects as
the form and terms of the Old Notes (which they replace) except that (i) the
issuance of the New Notes have been registered under the Securities Act and,
therefore, the New Notes will not bear legends restricting the transfer
thereof, and (ii) the holders of New Notes will not be entitled to certain
rights under the Registration Rights Agreement, including the provisions
providing for an increase in the interest rate on the Old Notes in certain
circumstances relating to the timing of the Exchange Offer, which rights will
terminate when the Exchange Offer is consummated. A copy of the Indenture has
been filed as an exhibit to the Exchange Offer Registration Statement of which
this Prospectus forms a part. Certain definitions of terms used in the
following summary are set forth under "--Certain Definitions" below. The Old
Notes and the New Notes are sometimes referred to herein collectively as the
  The New Notes will be unsecured unsubordinated obligations of the Obligors,
initially limited to $163,175,000 aggregate principal amount at maturity, and
will mature on April 15, 2008. Although for U.S. federal income tax purposes a
significant amount of original issue discount, taxable as ordinary income,
will be recognized by a Holder as such discount accrues from the issue date of
the Old Notes, no interest will be payable on the New Notes prior to October
15, 2003. From and after April 15, 2003, interest on the New Notes will accrue
at the rate shown on the front cover of this Prospectus from April 15, 2003 or
from the most recent Interest Payment Date to which interest has been paid or
provided for, payable semiannually (to Holders of record at the close of
business on April 1 or October 1 immediately preceding the Interest Payment
Date) on April 15 and October 15 of each year, commencing October 15, 2003.
The New Notes will fully accrete to face value on April 15, 2003. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
  Old Notes that remain outstanding after the consummation of the Exchange
Offer and New Notes issued in connection with the Exchange Offer will be
treated as a single class of securities under the Indenture.
  Principal of, premium, if any, and interest on the New Notes will be
payable, and the New Notes may be exchanged or transferred, at the office or
agency of the Obligors in the Borough of Manhattan, the City of New York
(which initially will be the corporate trust office of the Trustee); provided
that, at the option of the Obligors payment of interest may be made by check
mailed to the Holders at their addresses as they appear in the Security
  The New Notes will be issued only in fully registered form, without coupons,
in denominations of $1,000 of principal amount at maturity and any integral
multiple thereof. See "--Book-Entry; Delivery and Form." No service charge
will be made for any registration of transfer or exchange of Notes, but the
Obligors may require payment of a sum sufficient to cover any transfer tax or
other similar governmental charge payable in connection therewith.