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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 10-K405 on 03/31/1999
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                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                               December 31, 1997
8. Income Taxes
   Holdings and Media are limited liability companies and are not subject to
Federal or State Income Tax. Any income earned by these entities will be taxed
to their respective members.
9. Subsequent Events (Unaudited)
   On April 9, 1998, the Acquisition described in Note 3 was completed. At
that time Holdings assigned its rights and obligations under the Time Warner
Asset Purchase Agreement to Media.
   The capitalization of Holdings was modified with respect to the financing
aspects of the transaction such that the Acquisition Debt described in Note 4
was reduced to $150 million of which $110 million was drawn and $40 million is
available under a revolving credit facility. In addition, Renaissance Media
Group LLC, Renaissance Media (Louisiana) LLC, Renaissance (Tennessee) LLC and
Renaissance Media Capital Corporation (collectively, the "Obligors") issued
$163 million principal amount of senior discount notes due 2008 (the "Notes")
and received net cash proceeds of approximately $100 million. The Notes will
fully accrete to face value on April 15, 2003, and after such date will bear
interest, payable semi-annually in cash, at a rate of 10% per annum on April
15 and October 15 of each year commencing October 15, 2003. The Notes are
redeemable at the option of the Obligors at any time on or after April 15,
2003 at 105.0% of the principal amount thereof at maturity until April 15,
2004 and declining in accordance with a schedule to 100.0% of the principal
amount thereof at maturity in 2006 and thereafter. The payment of the Notes
will be guaranteed by Renaissance Media Group LLC and will be effectively
subordinated to all liabilities of Renaissance Media Group LLC's subsidiaries.
The indenture for the Notes contains certain restrictive covenants. Additional
equity contributions of $93.5 million, were made by MSCP III, L.P., MSCP III
892, MSCI L.P., TWI Cable and the Management Investors on April 9, 1998 to the