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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         expended or committed to expend an equivalent amount for the
         restoration or replacement of the asset in respect of which such Major
         Casualty Proceeds payment was made, or to remedy the event giving rise
         to such Indemnity Proceeds payment, the excess of the amount of such
         payment (net of any fees and out-of-pocket expenses reasonably incurred
         by such Person in connection with the recovery or collection of such
         Major Casualty Proceeds Payment or Indemnity Proceeds payment, as the
         case may be) over the amount of such expenditures and commitments shall
         be applied to prepay the Term Loans and reduce the Revolving
         Commitments on such 180th day.

         The prepayments and reductions required pursuant to clauses (i) and
(ii) of this paragraph shall be effected in the following order: first (subject
to paragraph (c) of this Section, in the case of a prepayment of the Term Loans
in part), the Borrower shall prepay the Term Loans until the Term Loans have
been paid in full and second, the Revolving Commitments shall be reduced;
provided that no prepayment made pursuant to clause (b)(i)(y) shall reduce the
Revolving Commitments.

            (iii) If on the date of any reduction of the Revolving Commitments
         pursuant to clauses (i) or (ii) of this paragraph or clause (ii) of
         paragraph (a) above the aggregate Revolving Credit Exposure on such
         date exceeds the aggregate Revolving Commitments on such date as then
         reduced (or if the Revolving Commitments have terminated but there is
         still Revolving Credit Exposure), the Borrower shall apply an amount
         equal to such excess to prepay the Revolving Loans and cash
         collateralize Letters of Credit so that after giving effect thereto the
         Revolving Credit Exposure of each Lender does not exceed its Revolving
         Commitment as then reduced (or until there is no Revolving Credit
         Exposure). The prepayments and cash collateralization required pursuant
         to this clause shall be effected in the following order: first, the
         Borrower shall prepay the Revolving Loans until the Revolving Loans
         have been paid in full and second, the Borrower shall cash
         collateralize Letters of Credit by depositing any remaining amounts in
         the Cash Collateral Account. In determining Revolving Credit Exposure
         for purposes of this clause, LC Exposure shall be reduced to the extent
         that Letters of Credit have been cash collateralized as contemplated by
         the previous sentence.

            (iv) The Borrower shall notify the Administrative Agent by telephone
         (confirmed by telecopy) of any prepayment or reduction under this
         paragraph not later than 11:00 a.m., New York City time, three Business
         Days before the date of prepayment or reduction, as the case may be
         (or, solely if such prepayment will be a prepayment of ABR Loans

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