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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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as the case may be, could Incur at least $1.00 of Indebtedness under the first
paragraph of the "Limitation on Indebtedness" covenant; provided that this
clause (iv) shall not apply to a consolidation, merger or sale of all (but not
less than all) of the assets of the Company or an Obligor if all Liens and
Indebtedness of the Company or any Person becoming the successor obligor on
the Guaranty, as the case may be, and its Restricted Subsidiaries, including
the Obligors or any Person becoming a successor Obligor on the Notes,
outstanding immediately after such transaction would, if Incurred at such
time, have been permitted to be Incurred (and all such Liens and Indebtedness,
other than Liens and Indebtedness of the Company and its Restricted
Subsidiaries outstanding immediately prior to the transaction, shall be deemed
to have been Incurred) for all purposes of the Indenture; and (v) the Company
or such Obligor delivers to the Trustee an Officers' Certificate (attaching
the arithmetic computations to demonstrate compliance with clauses (iii) and
(iv), if either is applicable) and Opinion of Counsel, in each case stating
that such consolidation, merger or transfer and such supplemental indenture
complies with this provision and that all conditions precedent provided for
herein relating to such transaction have been complied with; provided,
however, that clauses (iii) and (iv) above do not apply if, in the good faith
determination of the Board of Directors of the Company, whose determination
shall be evidenced by a Board Resolution, the principal purpose of such
transaction is to change the state of incorporation of the Company and such
transaction shall not have as one of its purposes the evasion of the foregoing
  The Indenture will provide that Renaissance Louisiana and/or Renaissance
Tennessee will be automatically, completely and unconditionally released and
discharged from its obligations in respect of the Notes upon the sale or other
disposition (in compliance with the first sentence of the "Limitation on
Assets Sales" covenant) of all of the Company's and each of its Restricted
Subsidiary's Capital Stock in such Obligor to any Person that is not an
Affiliate of the Company; provided that such sale is not governed by the
provisions of the Indenture described under "Consolidation, Merger and Sale of
Assets" and after any such release and discharge at least one Obligor shall
remain an obligor on the Notes.
  For U.S. federal income tax purposes, a Holder will be treated as having
exchanged the Notes for new notes if there is "significant modification" of
the debt instrument within the meaning of the Treasury regulations and in such
case the Holder will be faxed on any gain or loss determined in accordance
with the discussion contained in "--Sale, Exchange or Redemption of the Notes"
above. The deletion of a co-obligor on the Notes will result in a "significant
modification" if, (i) as a result of the deletion, there is a substantial
impairment of the Company's capacity to meet the payment obligations under the
Notes, and (ii) the Company's capacity to meet the payment obligations under
the Notes was adequate prior to the deletion and is primarily speculative
after the deletion. The Company's capacity to meet the payment obligations
under the Notes includes any source for payment, including collateral,
guarantees, or other credit enhancement. There are limitations placed on the
ability of the Company to dispose of the Capital Stock in Renaissance
Louisiana or Renaissance Tennessee (see "Limitation on Assets Sales" covenant
described above). If such a disposition occurs, resulting in the release of
one of the Obligors, the Company does not believe that there will be a
substantial impairment of its capacity to meet the payment obligations under
the Notes or that such capacity will be primarily speculative, and thus such
deletion of an Obligor should not be a "significant modification" of the
  Defeasance and Discharge. The Indenture will provide that the Obligors will
be deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the deposit referred to below, and
the provisions of the Indenture will no longer be in effect with respect to
the Notes (except for, among other matters, certain obligations to register
the transfer or exchange of the Notes, to replace stolen, lost or mutilated
Notes, to maintain paying agencies and to hold monies for payment in trust)
if, among other things, (A) the Obligors have deposited with the Trustee, in
trust, money and/or U.S. Government Obligations that through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of, premium, if
any, and accrued interest on the Notes on the