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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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result in the creation or imposition of any Lien on any asset of the Borrower or
any of its Subsidiaries (other than the Liens created by the Collateral
Documents).

         SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders (i) the combined balance sheet
and audited combined financial statements of the Systems as of and for the year
ending December 31, 1997, reported on by Ernst & Young LLP, independent public
accountants, (ii) the combined balance sheet and audited combined financial
statements of RMH and the Borrower as of and for the year ending December
31,1997, reported on by Ernst & Young LLP, independent public accountants and
(iii) the unaudited pro forma combined balance sheet and combined financial
statements of RMG (based on the historical financial statements of the Systems
and the combined historical statements of RMH and the Borrower) as of and for
the year ending December 31, 1997. Such financial state statments present
fairly, in all material respects, the financial position and results of
operations of the Systems, and RMH and the Borrower, as the case may be, as of
such dates and for such periods in accordance with GAAP, subject to normal
recurring year-end adjustments and the absence of a statement of cash flows and
footnotes.

         (b)   Since December 31, 1997, there has been no material adverse
change in the business, operations, assets, liabilities, operations or
condition, financial or otherwise, of the Systems, taken as a whole, or the
Borrower and its Subsidiaries, taken as a whole.

         (c)   The Borrower has heretofore furnished to the Lenders the pro
forma combined balance sheet of RMG (based on the historical financial
statements of the Systems and the combined historical statements of RMH and the
Borrower) as of December 31, 1997, referred to in clause (a)(iii) of this
Section. Such balance sheet presents fairly, in all material respects, the
financial position of the Borrower and its Consolidated Subsidiaries as of
December 31, 1997 in accordance with GAAP on a pro forma basis, adjusted to give
effect (as if such events had occurred on such date) to (i) the formation of the
Parent Companies, Capital Corporation and RMG, (ii) the consummation of the
Acquisition, (iii) the Transactions contemplated to occur on the Effective Date
(including without limitation the making of Term Loans), (iv) the application of
the proceeds therefrom as contemplated by the Acquisition Documents and the Loan
Documents and (v) the payment of all legal, accounting and other fees related
thereto to the extent known at the time of the preparation of such balance
sheet. As of the date of such balance sheet and the Effective Date, the Borrower
had and has no material liabilities, contingent or otherwise, including
liabilities for taxes, long-term leases or forward or long-term commitments,
which are not properly reflected on such balance sheet.

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