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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         withdrawn and applied by the Administrative Agent (x) to prepay the
         principal of the then outstanding Tranche B Term Loans of the Accepting
         Lenders and the then outstanding Tranche A Term Loans, in each case
         ratably in proportion to their then outstanding principal amounts,
         and/or (y) after all Term Loans have been repaid, to reduce the
         Revolving Commitments, all in accordance with paragraph (b) above or
         Section 2.10, as applicable.

         SECTION 2.10. Optional Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing of any Class
in whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section and, in the case of any Borrowing of Tranche B Loans, to Section
2.09(c).

         (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.07, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.07. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.12.

          (c) Subject to Section 2.09(c), each prepayment of the Term Loans made
pursuant to this Section shall be allocated pro rata on the basis of principal
amount among the then outstanding Tranche A Term Loans and Tranche B Term Loans.
The amount of any prepayment of the Term Loans made by the Borrower pursuant to
this Section shall be applied to reduce ratably first, in order of maturity, the
amount of each subsequent scheduled repayment of the Term Loans to be made
during the next twelve months pursuant to Section 2.09(a), and second, the
amount of each other subsequent scheduled repayment of the Term Loans to be made
by the Borrower pursuant to Section 2.09(a).

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