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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
     INDENTURE, dated as of April 9, 1998, between RENAISSANCE MEDIA (LOUISIANA)
LLC, a Delaware limited liability company ("Renaissance Louisiana"), RENAISSANCE
MEDIA (TENNESSEE) LLC, a Delaware limited liability company ("Renaissance
Tennessee"), RENAISSANCE MEDIA CAPITAL CORPORATION, a Delaware corporation, as
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issuers ("Renaissance Capital" and together with Renaissance Louisiana and
Renaissance Tennessee, the "Obligors"), RENAISSANCE MEDIA GROUP LLC, a Delaware
limited liability company, as guarantor (the "Company"), and UNITED STATES TRUST
COMPANY OF NEW YORK, a New York banking corporation, as trustee (the "Trustee").

                            RECITALS OF THE OBLIGORS

     The Obligors have duly authorized the execution and delivery of this
Indenture to provide for the issuance initially of up to $163,175,000.00 million
aggregate principal amount at maturity of the Obligors' 10% Senior Discount
Notes due 2008 (the "Notes") issuable as provided in this Indenture.  All things
necessary to make this Indenture a valid agreement of the Obligors and the
Company, in accordance with its terms, have been done, and the Obligors and the
Company have done all things necessary to make the Notes, when executed by the
Obligors and authenticated and delivered by the Trustee hereunder and duly
issued by the Obligors, valid obligations of the Obligors as hereinafter

     This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act of 1939, as amended, that are required to be a part of
and to govern indentures qualified under the Trust Indenture Act of 1939, as


     For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows.

                                  ARTICLE ONE

     SECTION 1.01.  Definitions.

     "Accreted Value" is defined to mean, for any Specified Date, the amount
calculated pursuant to (i), (ii), (iii) or (iv) below for each $1,000 of
principal amount at maturity of the Notes:

          (i) if the Specified Date occurs on one or more of the following dates
     (each a "Semi-Annual Accrual Date"), the Accreted Value will equal the
     amount set forth below for such Semi-Annual Accrual Date: