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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 
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                                 INSTRUCTIONS

                   FORMING PART OF THE TERMS AND CONDITIONS
                             OF THE EXCHANGE OFFER

     1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES OR
BOOK-ENTRY CONFIRMATIONS. Certificates representing the tendered Old Notes (or a
confirmation of book-entry transfer of such Old Notes into the Exchange Agent's
account with DTC), as well as a properly completed and duly executed copy of
this Letter of Transmittal (or facsimile thereof) (or, in the case of a book-
entry transfer, an Agent's Message), a Substitute Form W-9 (or facsimile
thereof) and any other documents required by this Letter of Transmittal must be
received by the Exchange Agent at its address set forth herein prior to the
Expiration Date. The method of delivery of certificates for Old Notes and all
other required documents is at the election and sole risk of the tendering
Holder and delivery will be deemed made only when actually received by the
Exchange Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. As an alternative to delivery by
mail, the Holder may wish to use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. Neither the
Obligors, the Guarantor nor the Exchange Agent is under an obligation to notify
any tendering Holder of the acceptance of tendered Old Notes prior to the
completion of the Exchange Offer.

     2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old 
Notes but whose Old Notes are not immediately available and who cannot deliver
their certificates for Old Notes (or comply with the procedures for book-entry
transfer prior to the Expiration Date), the Letter of Transmittal and any other
documents required by the Letter of Transmittal to the Exchange Agent prior to
the Expiration Date must tender their Old Notes according to the guaranteed
delivery procedures set forth below. Pursuant to such procedures:

        (i)   such tender must be made by or through a firm which is a member 
     of a registered national securities exchange or of the National Association
     of Securities Dealers, Inc., or a commercial bank or trust company having
     an office or correspondent in the United States (an "Eligible
     Institution");

        (ii)  prior to the Expiration Date, the Exchange Agent must have 
     received from the Holder and the Eligible Institution a properly completed
     and duly executed Notice of Guaranteed Delivery (by facsimile transmission,
     mail, or hand delivery) setting forth the name and address of the Holder,
     the certificate number or numbers of the tendered Old Notes, and the
     principal amount of tendered Old Notes and stating that the tender is being
     made thereby and guaranteeing that, within five New York Stock Exchange
     trading days after the Expiration Date, the Letter of Transmittal (or
     facsimile thereof) (or, in the case of a book-entry transfer, an Agent's
     Message), together with the tendered Old Notes (or a confirmation of book-
     entry transfer of such Old Notes into the Exchange Agent's account with
     DTC) and any other required documents will be deposited by the Eligible
     Institution with the Exchange Agent; and

        (iii) the certificates representing the tendered Old Notes in proper 
    form for transfer (or a confirmation of book-entry transfer of such Old
    Notes into the Exchange Agent's account with DTC), together with the Letter
    of Transmittal (or facsimile thereof), properly completed and duly executed,
    with any required signature guarantees (or, in the case of a book-entry
    transfer, an Agent's Message) and all other documents required by the Letter
    of Transmittal must be received by the Exchange Agent within five New York
    Stock Exchange trading days after the Expiration Date.

     Failure to complete the guaranteed delivery procedures outlined above will
not, of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by a Holder who attempted to
use the guaranteed delivery procedure.

     3. TENDER BY HOLDER. Only a Holder or Acting Holder of Old Notes may tender
such Old Notes in the Exchange Offer. Any beneficial owner of Old Notes who is
not the registered Holder and who wishes to tender should arrange with such
Holder to execute and deliver this Letter of Transmittal on such owner's behalf
or must, prior to completing and executing this Letter of Transmittal and
delivering such Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such owner's name or obtain a properly completed
bond power from the registered Holder.

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