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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Agreement) and any other instruments or agreements executed pursuant to any of
the foregoing.

         "Combined Basis" has the meaning assigned to such term in Section 1.04.

         "Combined Fixed Charges" means, for any period, the sum of (i) Parent
Companies Interest Expense for such period, (ii) actual capital expenditures of
Parent Companies during such period (excluding (A) expenditures of insurance
proceeds to restore damaged fixed assets and (B) for any period or portion
thereof ending on or before December 31, 2002, Permitted Special Capital
Expenditures), (iii) the aggregate principal amount of scheduled amortization of
Combined Total Debt (other than the Revolving Loans) during such period, (iv)
the aggregate amount by which the Revolving Commitments have been reduced during
such period to the extent the Revolving Loans have been concurrently repaid in
corresponding amounts, (v) cash taxes actually paid or payable by Parent
Companies during such period, in each case on a Combined Basis and (vi) the
aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(ii).

         "Combined Fixed Charge Coverage Ratio" means, as of the last day of any
fiscal quarter of Parent Companies, the ratio of (i) Annualized Quarterly
Combined Operating Cash Flow to (ii) Combined Fixed Charges for the period of
four consecutive fiscal quarters then ended (or, in the case of the first three
fiscal quarters of Parent Companies to end after the Effective Date, Combined
Fixed Charges for the period from the Effective Date to the end of the fiscal
quarter then ended, multiplied by four, and divided by the number of fiscal
quarters ended during such period).

         "Combined Interest Coverage Ratio" means, as of the last day of any
fiscal quarter of Parent Companies, the ratio of (i) Annualized Quarterly
Combined Operating Cash Flow to (ii) Parent Companies Interest Expense for the
period of four consecutive fiscal quarters then ended (or, in the case of the
first three fiscal quarters of Parent Companies ending after the Effective Date,
Parent Companies Interest Expense for the period from the Effective Date to the
end of the fiscal quarter then ended, multiplied by four, and divided by the
number of fiscal quarters ended during such period).

         "Combined Operating Cash Flow" means, at any date, the sum of:

                           (1) net income of Parent Companies for the most
                  recently ended fiscal quarter of Parent Companies for which
                  the Borrower has delivered to the Administrative Agent and the
                  Lenders the financial statements required to be delivered by
                  the Borrower pursuant to Section 5.01(a) or 5.01(b), as the
                  case may be

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