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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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Guarantor or their order pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered Holder or on any other
person) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption from such taxes is not submitted with this
Letter of Transmittal, the amount of such transfer taxes will be billed directly
to such tendering Holder.

     Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.

     8.  TAX IDENTIFICATION NUMBER. Under the federal income tax laws, payments 
that may be made by the Obligors and the Guarantor on account of New Notes
issued pursuant to the Exchange Offer may be subject to backup withholding at
the rate of 31%. In order to avoid such backup withholding, each tendering
Holder should complete and sign the Substitute Form W-9 included in this Letter
of Transmittal and either (a) provide the correct taxpayer identification number
("TIN") and certify, under penalties of perjury, that the TIN provided is
correct and that (i) the Holder has not been notified by the Internal Revenue
Service (the "IRS") that the Holder is subject to backup withholding as a result
of failure to report all interest or dividends or (ii) the IRS has notified the
Holder that the Holder is no longer subject to backup withholding; or (b)
provide an adequate basis for exemption. If the tendering Holder has not been
issued a TIN and has applied for one, or intends to apply for one in the near
future, such holder should write "Applied For" in the space provided for the TIN
in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and
sign the Certificate of Payee Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part I, the Obligors and the Guarantor (or the
Exchange Agent with respect to the New Notes or a broker or custodian) may still
withhold 31% of the amount of any payments made on account of the New Notes
until the Holder furnishes the Obligors and the Guarantor or the Exchange Agent
with respect to the New Notes, broker or custodian with its TIN. In general, if
a Holder is an individual, the taxpayer identification number is the Social
Security number of such individual. If the Exchange Agent or the Obligors and
the Guarantor are not provided with the correct TIN, the Holder may be subject
to a $50 penalty imposed by the IRS. Certain Holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. In order for a foreign individual
to qualify as an exempt recipient, such Holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the Exchange
Agent.

     Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Obligors and the
Guarantor or the Exchange Agent with respect to the New Notes, broker or
custodian to withhold 31% of the amount of any payments made on account of the
New Notes. Backup withholding is not an additional federal income tax. Rather,
the federal income tax liability of a person subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.

     9.  VALIDITY OF TENDERS. All questions as to the validity, form, 
eligibility (including time of receipt), and acceptance of tendered Old Notes
will be determined by the Obligors and the Guarantor, in their sole discretion,
which determination will be final and binding. The Obligors and the Guarantor
reserve the right to reject any and all Old Notes not validly tendered or any
Old Notes, the acceptance of which would, in the opinion of the Obligors and the
Guarantor or their counsel, be unlawful. The Obligors and the Guarantor also
reserve the right to waive any conditions of the Exchange Offer or defects or
irregularities in tenders of Notes as to any ineligibility of any Holder who
seeks to tender Old Notes in the Exchange Offer. The interpretation of the terms
and conditions of the Exchange Offer (including this Letter of Transmittal and
the instructions hereto) by the Obligors and the Guarantor shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Obligors and the Guarantor shall determine. The Obligors and the Guarantor will
use reasonable efforts to give notification of defects or irregularities with
respect to tenders of Old Notes, but shall not incur any liability for failure
to give such notification.

     10. WAIVER OF CONDITIONS. The Obligors and the Guarantor reserve the 
absolute right to amend, waive, or modify specified conditions in the Exchange
Offer in the case of any tendered Old Notes.

     11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Old Notes will be accepted.

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