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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/28/1998
Entire Document
 
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                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
                PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
 
Ladies and Gentlemen:
   
  Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation (collectively, the
"Obligors") and Renaissance Media Group LLC (the "Guarantor") the principal
amount at maturity of Old Notes indicated above.     
   
  Subject to and effective upon the acceptance for exchange of the principal
amount at maturity of Old Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the
order of, the Obligors and the Guarantor all right, title and interest in and
to the Old Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent its agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as the agent of the
Obligors and the Guarantor) with respect to the tendered Old Notes with the
full power of substitution to (i) present such Old Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Old Notes on the
account books maintained by DTC to, or upon, the order of, the Obligors and
the Guarantor, (ii) deliver certificates for such Old Notes to the Obligors
and the Guarantor and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Obligors and the Guarantor and
(iii) present such Old Notes for transfer on the books of the Obligors and the
Guarantor and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms of
the Exchange Offer.     
   
  The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Obligors and the Guarantor will acquire good,
valid and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claims
when the same are acquired by the Obligors and the Guarantor. The undersigned
hereby further represents that (i) the New Notes are to be acquired by the
Holder or the person receiving such New Notes, whether or not such person is
the Holder, in the ordinary course of business, (ii) the Holder or any such
other person is not engaging and does not intend to engage in the distribution
of the New Notes, (iii) the Holder or any such other person has no arrangement
or understanding with any person to participate in the distribution of the New
Notes, and (iv) neither the Holder nor any such other person is an "affiliate"
of the Obligors and the Guarantor within the meaning of Rule 405 under the
Securities Act. As indicated above, each Participating Broker-Dealer that
receives a New Note for its own account in exchange for Old Notes must
acknowledge that it (i) acquired the Old Notes for its own account as a result
of market-making activities or other trading activities, (ii) has not entered
into any arrangement or understanding with the Obligors and the Guarantor or
any "affiliate" of the Obligors and the Guarantor (within the meaning of Rule
405 under the Securities Act) to distribute the New Notes to be received in
the Exchange Offer and (iii) will deliver a Prospectus in connection with any
resale of such New Notes; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. If applicable, the
undersigned shall use its reasonable best efforts to notify the Obligors and
the Guarantor when it is no longer subject to such Prospectus delivery
requirements. Unless otherwise notified in accordance with the instructions
set forth herein in Box 4 under "Broker-Dealer Status," the Obligors and the
Guarantor will assume that the undersigned is not a Participating Broker-
Dealer. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in and does not intend to engage in, a distribution of
New Notes.     
 
  For purposes of the Exchange Offer, the Obligors and the Guarantor shall be
deemed to have accepted validly tendered Old Notes when, as and if the
Obligors and the Guarantor have given oral or written notice thereof to the
Exchange Agent.
 
  If any Old Notes tendered herewith are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Old
Notes will be returned (except as noted below with respect to tenders through
DTC), without expense, to the undersigned at the address shown below or to a
different address as may be indicated herein in Box 3 under "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.
 
  All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
 
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