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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender with a Commitment of the relevant
Class of the details thereof and of the amount of such Lender's Loan to be made
as part of the requested Borrowing.

         SECTION 2.04. Letters of Credit. (a) Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit (payable on a sight (not a delayed) basis and denominated in U.S.
Dollars) for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
prior to the date that is 30 days before the last day of the Revolving Credit
Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

         (b) Request to Issue, Amend, Extend; Certain Conditions. To request
the issuance of a Letter of Credit, the Borrower shall hand deliver or telecopy
(or transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the proposed issuance date) a Request to Issue in the
form of Exhibit N, which will be accompanied by such other documentation that
the Issuing Bank may reasonably require. The making of each Request to Issue a
Letter of Credit shall be deemed to be a representation and warranty by the
Borrower that such issuance shall not violate the requirements of this Agreement
applicable to Letters of Credit and that after giving effect to such issuance
(i) the LC Exposure shall not exceed $4,000,000 and (ii) the total Revolving
Credit Exposures shall not exceed the total Revolving Commitments. To request
the amendment or extension of a Letter of Credit, the Borrower shall hand
deliver or telecopy (or transmit by electronic communications, if arrangements
for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the proposed amendment or
extension date) a notice, in a form acceptable to the Issuing Bank, identifying
the affected Letter of Credit and setting forth appropriate details of the
requested amendment and/or extension. The making of each request to amend or
extend a Letter of Credit shall be deemed to be a representation and warranty by
the Borrower that such amendment or extension shall not violate the requirements
of this Agreement applicable to Letters of Credit.

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