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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
         an endorsement deleting the so-called "doing business" exclusion and
         (ix) a "tie-in" endorsement.

         SECTION 5.10. Year 2000 Compliance. The Borrower shall take all action
necessary to ensure that the computer based systems of the Borrower and its
Subsidiaries are able to operate and effectively process data including dates on
or after January 1, 2000. At the request of the Administrative Agent, the Parent
shall provide assurance reasonably acceptable to the Administrative Agent of the
year 2000 compatibility of the Borrower and its Subsidiaries.

                                   ARTICLE 6
                              NEGATIVE COVENANTS

         Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees and other amounts payable hereunder have
been paid in full and all Letters of Credit have expired or terminated and all
LC Disbursements shall have been reimbursed, the Borrower (and, for purposes of
Section 6.16, each of RMG and the Parent Companies) covenants and agrees with
the Lenders that:

         SECTION 6.01.  Indebtedness.  The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

         (a) Indebtedness created hereunder;

         (b) Indebtedness existing on the date hereof and set forth in Schedule
6.01, but not any extensions, renewals or replacements of any such Indebtedness;

         (c) Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary to the Borrower or any other Subsidiary;

         (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and
by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;

         (e) Indebtedness of the Borrower or any Subsidiary incurred to finance
the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets