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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Subsidiary of the Company, to the extent such capital contribution or sale of
Capital Stock has not been used pursuant to clause (C)(2) of the first
paragraph or clause (iii), or (iv) of the second paragraph of the "Limitation
on Restricted Payments" covenant described below to make a Restricted Payment
and (B) 80% of the fair market value of property (other than cash and cash
equivalents) received by the Company or an Obligor after the Closing Date as a
capital contribution (other than a capital contribution by the Company or any
Subsidiary of the Company) or from the sale of its Capital Stock (other than
Disqualified Stock) to a Person other than the Company or any Subsidiary of
the Company, to the extent such capital contribution or sale of Capital Stock
has not been used pursuant to clause (iii), (iv) or (vi) of the second
paragraph of the "Limitation on Restricted Payments" covenant described below
to make a Restricted Payment; provided that such Indebtedness does not mature
prior to the Stated Maturity of the Notes and has an Average Life longer than
the Notes; and (ix) Acquired Indebtedness; provided that after giving effect
to the Incurrence thereof, the Company could Incur at least $1.00 of
Indebtedness under the first paragraph of the "Limitation on Indebtedness"
covenant.
 
  (b) Notwithstanding any other provision of this "Limitation on Indebtedness"
covenant, the maximum amount of Indebtedness that the Company or a Restricted
Subsidiary may Incur pursuant to this "Limitation on Indebtedness" covenant
shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.
 
  (c) For purposes of determining any particular amount of Indebtedness under
this "Limitation on Indebtedness" covenant, (1) Indebtedness Incurred under
the Credit Agreement on or prior to the Closing Date shall be treated as
Incurred pursuant to clause (i) of the second paragraph of this "Limitation on
Indebtedness" covenant, (2) Guarantees, Liens or obligations with respect to
letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (3) any
Liens granted pursuant to the equal and ratable provisions referred to in the
"Limitation on Liens" covenant described below shall not be treated as
Indebtedness. For purposes of determining compliance with this "Limitation on
Indebtedness" covenant, in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described in the above
clauses (other than Indebtedness referred to in clause (1) of the preceding
sentence), the Company, in its sole discretion, shall classify, and from time
to time may reclassify, such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of such clauses;
provided that any Indebtedness Incurred under any of clauses (i) through (ix)
of the second paragraph of this covenant shall be deemed to be no longer
outstanding under any such clauses and shall be deemed to have been Incurred
under the first paragraph of this covenant on the first date on which the
Company could have Incurred such Indebtedness under the first paragraph of
this covenant if no Default or Event of Default would be continuing after
giving effect to such Incurrence.
 
  Limitation on Restricted Payments
 
  The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, (i) declare or pay any dividend or make any
distribution on or with respect to its Capital Stock held by Persons other
than the Company or any of its Restricted Subsidiaries (other than (x)
dividends or distributions payable solely in shares of its Capital Stock
(other than Disqualified Stock) or in options, warrants or other rights to
acquire shares of such Capital Stock and (y) pro rata dividends or
distributions on Common Stock of Restricted Subsidiaries other than the
Obligors held by minority stockholders), (ii) purchase, redeem, retire or
otherwise acquire for value any shares of Capital Stock of (A) the Company, an
Obligor or an Unrestricted Subsidiary (including options, warrants or other
rights to acquire such shares of Capital Stock) held by any Person (other than
the Company or a Wholly Owned Restricted Subsidiary) or (B) any Restricted
Subsidiary other than the Obligors (including options, warrants or other
rights to acquire such shares of Capital Stock) held by any Affiliate of the
Company or any Obligor (other than a Wholly Owned Restricted Subsidiary) or
any holder (or any Affiliate of such holder) of 5% or more of the Capital
Stock of the Company or any Obligor, (iii) make any voluntary or optional
principal payment, or voluntary or optional redemption, repurchase,
defeasance, or other acquisition or retirement for value, of Indebtedness of
the Company that is subordinated in right of payment to the Guaranty or
Indebtedness of an Obligor that is subordinated in right of payment to the
Notes or (iv) make any Investment, other than a Permitted Investment, in any
Person (such payments or any other actions described in clauses (i) through
(iv)
 
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