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RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
Entire Document
for uncertificated Notes in addition to or in place of certificated notes, to
provide for the assumption of the Company's or an Obligor's obligations to
Holders of Notes in the case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of Notes
or that does not, in the good faith determination of the Board of Directors,
adversely affect the legal rights under the Indenture of any such Holder in
any material respect, or to comply with requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act. Other modifications and amendments of the Indenture may be made
by the Company, the Obligors and the Trustee with the consent of the Holders
of not less than a majority in aggregate principal amount of the outstanding
Notes; provided, however, that no such modification or amendment may, without
the consent of each Holder affected thereby, (i) change the Stated Maturity of
the principal of, or any installment of interest on, any Note, (ii) reduce the
Accreted Value or principal of, or premium, if any, or interest on, any Note,
(iii) change the place or currency of payment of principal of, or premium, if
any, or interest on, any Note, (iv) impair the right to institute suit for the
enforcement of any payment on or after the Stated Maturity (or, in the case of
a redemption, on or after the Redemption Date) of any Note, (v) reduce the
above-stated percentage of outstanding Notes the consent of whose Holders is
necessary to modify or amend the Indenture, (vi) waive a default in the
payment of principal of, premium, if any, or interest on the Notes (except a
rescission of acceleration of the Notes by the Holders as provided in the
Indenture and a waiver of the payment default that resulted from such
acceleration), (vii) modify the Guaranty in a manner adverse to the Holders or
(viii) reduce the percentage of aggregate principal amount of outstanding
Notes the consent of whose Holders is necessary for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults.
  The Indenture provides that no recourse for the payment of the principal of,
premium, if any, or interest on any of the Notes or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company or the Obligors in the
Indenture, or in any of the Notes or the Guaranty or because of the creation
of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, member, officer, director, member of the board of
representatives, employee or controlling person of the Company or any Obligor
or of any successor Person thereof. Each Holder, by accepting the Notes,
waives and releases all such liability.
  The Indenture provides that, except during the continuance of a Default, the
Trustee will not be liable, except for the performance of such duties as are
specifically set forth in such Indenture. If an Event of Default has occurred
and is continuing, the Trustee will use the same degree of care and skill in
its exercise of the rights and powers vested in it under the Indenture as a
prudent person would exercise under the circumstances in the conduct of such
person's own affairs.
  The Indenture and provisions of the Trust Indenture Act incorporated by
reference therein contain limitations on the rights of the Trustee, should it
become a creditor of the Company or any Obligor, to obtain payment of claims
in certain cases or to realize on certain property received by it in respect
of any such claims, as security or otherwise. The Trustee is permitted to
engage in other transactions; provided, however, that if it acquires any
conflicting interest (as defined in the Indenture or the Trust Indenture Act),
it must eliminate such conflict or resign.