Print Page  Close Window

SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
any change that would provide any additional rights or benefits to the Holders
of Notes or that does not, in the good faith determination of the Board of
Directors, adversely affect the legal rights under the Indenture of any such
Holder in any material respect, or to comply with requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act. Other modifications and amendments of the
Indenture may be made by the Company, the Obligors and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal
amount of the outstanding Notes; provided, however, that no such modification
or amendment may, without the consent of each Holder affected thereby, (i)
change the Stated Maturity of the principal of, or any installment of interest
on, any Note, (ii) reduce the Accreted Value or principal of, or premium, if
any, or interest on, any Note, (iii) change the place or currency of payment
of principal of, or premium, if any, or interest on, any Note, (iv) impair the
right to institute suit for the enforcement of any payment on or after the
Stated Maturity (or, in the case of a redemption, on or after the Redemption
Date) of any Note, (v) reduce the above-stated percentage of outstanding Notes
the consent of whose Holders is necessary to modify or amend the Indenture,
(vi) waive a default in the payment of principal of, premium, if any, or
interest on the Notes (except a rescission of acceleration of the Notes by the
Holders as provided in the Indenture and a waiver of the payment default that
resulted from such acceleration), (vii) modify the Guaranty in a manner
adverse to the Holders or (viii) reduce the percentage of aggregate principal
amount of outstanding Notes the consent of whose Holders is necessary for
waiver of compliance with certain provisions of the Indenture or for waiver of
certain defaults.
  The Indenture provides that no recourse for the payment of the principal of,
premium, if any, or interest on any of the Notes or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company or the Obligors in the
Indenture, or in any of the Notes or the Guaranty or because of the creation
of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, member, officer, director, member of the board of
representatives, employee or controlling person of the Company or any Obligor
or of any successor Person thereof. Each Holder, by accepting the Notes,
waives and releases all such liability.
  The Indenture provides that, except during the continuance of a Default, the
Trustee will not be liable, except for the performance of such duties as are
specifically set forth in such Indenture. If an Event of Default has occurred
and is continuing, the Trustee will use the same degree of care and skill in
its exercise of the rights and powers vested in it under the Indenture as a
prudent person would exercise under the circumstances in the conduct of such
person's own affairs.
  The Indenture and provisions of the Trust Indenture Act incorporated by
reference therein contain limitations on the rights of the Trustee, should it
become a creditor of the Company or any Obligor, to obtain payment of claims
in certain cases or to realize on certain property received by it in respect
of any such claims, as security or otherwise. The Trustee is permitted to
engage in other transactions; provided, however, that if it acquires any
conflicting interest (as defined in the Indenture or the Trust Indenture Act),
it must eliminate such conflict or resign.
  Old Notes sold in reliance on Rule 144A and Old Notes sold pursuant to
Regulation S will be exchanged for one or more permanent global New Notes in
definitive, fully registered form without interest coupons (each a "Global
Note"; and collectively, the "Global Notes") and will be deposited with the
Trustee as custodian for, and registered in the name of a nominee of, DTC.
  Old Notes originally purchased by or transferred to Institutional Accredited
Investors who are not Qualified Institutional Buyers ("Non-Global Purchasers")
will be exchanged for New Notes in fully registered form without interest
coupons ("Certificated Notes"). Upon the transfer of Certificated Notes by a