CREDIT AGREEMENT dated as of April 9, 1998, among RENAISSANCE MEDIA
LLC, the LENDERS party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as
Syndication Agent, CIBC INC., as Documentation Agent, BANKERS TRUST COMPANY, as
Administrative Agent and, for purposes of Section 6.16 hereof, RENAISSANCE MEDIA
GROUP LLC and the PARENT COMPANIES referred to herein.
The parties hereto agree as follows:
SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:
"ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.
"Acquisition" means the acquisition by the Borrower of the Targets, as
contemplated by the Purchase Agreement.
"Acquisition Deposits" means deposits or escrows funded in connection
with acquisitions; provided that the aggregate amount of all such deposits and
escrows shall not exceed $10,000,000 at any one time outstanding.
"Acquisition Documents" means the Purchase Agreement, including all
exhibits (other than Exhibit A) and schedules thereto.
"Act" means the Delaware Limited Liability Company Act, as amended from
time to time.
"Adjusted Consolidated Senior Leverage Ratio" means, at any date, the
ratio of (i) Consolidated Total Senior Debt less the aggregate amount of Asset
Sale proceeds (x) then on deposit in the Cash Collateral Account pursuant to
Section 2.09(b) and subject to the Liens created by the Collateral Documents and
(y) irrevocably designated by the Borrower for prepayment of Term Loans and/or