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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

         SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time (subject to
Section 6.10); provided that, if the Borrower notifies the Agents that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower and the other Agents that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith. The term "Combined Basis", when used with respect to the
determination of any amount, means that such amount is to be determined by
combining (i) the relevant amount determined with respect to Renaissance Media
(Louisiana) LLC and its consolidated subsidiaries on a consolidated basis and
(ii) the relevant amount determined with respect to Renaissance Media
(Tennessee) LLC and its consolidated subsidiaries on a consolidated basis, all
in accordance with GAAP. Unless the context otherwise requires, whenever an
amount herein is expressly to be determined with respect to Parent Companies,
such amount shall be determined on a Combined Basis.



                                   ARTICLE 2

                                  THE CREDITS

         SECTION 2.01.  Commitments.  (a) Tranche A Term Loans.  Subject to the
terms and conditions set forth herein, each Lender agrees to make a loan to the
Borrower on the Effective Date in an aggregate principal amount that will not
result in such Lender's Tranche A Term Loans exceeding such Lender's Tranche

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