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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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                                       24

                                  ARTICLE TWO
                                   THE NOTES

      SECTION 2.01.  Form and Dating.  The Notes and the Trustee's certificate
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of authentication shall be substantially in the form annexed hereto as Exhibit A
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture.  The Notes may have notations,
legends or endorsements required by law, stock exchange agreements to which the
Obligors are subject or usage.  The Obligors and the Trustee shall approve the
form of the Notes and any notation, legend or endorsement on the Notes.  Each
Note shall be dated the date of its authentication.

     The terms and provisions contained in the form of the Notes annexed hereto
as Exhibit A shall constitute, and are hereby expressly made, a part of this
Indenture.  To the extent applicable, the Company, each of the Obligors and the
Trustee, by its execution and delivery of this Indenture, expressly agrees to
the terms and provisions of the Notes applicable to it and to be bound thereby.

     Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Notes"),
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registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary, duly executed by the Obligors and
authenticated by the Trustee as hereinafter provided.  The aggregate principal
amount at maturity of the U.S. Global Notes may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

     Notes offered and sold in offshore transactions in reliance on Regulation S
shall be issued initially in the form of one or more temporary global Notes in
registered form substantially in the form set forth in Exhibit A (the "Temporary
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Offshore Global Notes"), registered in the name of the nominee of the
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Depositary, deposited with the Trustee, as custodian for the Depositary, duly
executed by the Obligors and authenticated by the Trustee as hereinafter
provided.  The aggregate principal amount at maturity of the Offshore Global
Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.  At any time on or after May 19, 1998, upon receipt by the
Trustee and the Obligors of a certificate substantially in the form of Exhibit B
hereto, one or more permanent global Notes in registered form substantially in
the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and
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together with the Temporary Offshore Global Notes, the "Offshore Global Notes")
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duly executed by the Obligors and authenticated by the Trustee as hereinafter
provided shall be deposited with the Trustee, as custodian for the Depositary or
its nominee, and the Registrar shall reflect on its books and records the date
and a decrease in the principal amount at maturity of the Temporary Offshore
Global Notes in an amount equal to the