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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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Obligor may Incur Indebtedness if, after giving effect to the Incurrence of such
Indebtedness and the receipt and application of the proceeds therefrom, the
Consolidated Leverage Ratio would be greater than zero and (x) less than or
equal to 7.25 to 1, for Indebtedness Incurred on or prior to December 31, 1999,
or (y) less than or equal to 6.75 to 1, for Indebtedness Incurred thereafter.

     Notwithstanding the foregoing, the Company and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following: (i)
Indebtedness outstanding at any time in an aggregate principal amount not to
exceed the greater of (x) $200 million, less any amount of such Indebtedness
permanently repaid as provided under Section 4.11 and (y) an amount equal to 4.5
times the Company's Consolidated EBITDA for the then most recent fiscal quarter
for which financial statements of the Company have been filed with the
Commission (giving pro forma effect to any Asset Acquisitions and Asset
Dispositions as provided under the definition of "Consolidated Leverage Ratio")
multiplied by four; (ii) Indebtedness owed (A) to the Company or any Obligor
evidenced by a promissory note or (B) to any other Restricted Subsidiary;
provided that any event which results in any such Restricted Subsidiary ceasing
to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness
(other than to the Company or another Restricted Subsidiary) shall be deemed, in
each case, to constitute an Incurrence of such Indebtedness not permitted by
this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds
of which are used to refinance or refund, then outstanding Indebtedness (other
than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (vii) or (viii)
of this paragraph) and any refinancings thereof in an amount not to exceed the
amount so refinanced or refunded (plus premiums, accrued interest, fees and
expenses); provided that Indebtedness the proceeds of which are used to
refinance or refund the Notes and the Guaranty or Indebtedness that is pari
passu with, or subordinated in right of payment to, the Notes and the Guaranty
shall only be permitted under this clause (iii) if (A) in case the Notes and the
Guaranty are refinanced in part or the Indebtedness to be refinanced is pari
passu with the Notes and the Guaranty, such new Indebtedness, by its terms or by
the terms of any agreement or instrument pursuant to which such new Indebtedness
is outstanding, is expressly made pari passu with, or subordinate in right of
payment to, the remaining Notes and the Guaranty, (B) in case the Indebtedness
to be refinanced is subordinated in right of payment to the Notes and the
Guaranty, such new Indebtedness, by its terms or by the terms of any agreement
or instrument pursuant to which such new Indebtedness is issued or remains
outstanding, is expressly made subordinate in right of payment to the Notes and
the Guaranty at least to the extent that the Indebtedness to be refinanced is
subordinated to the Notes and the Guaranty and (C) such new Indebtedness,
determined as of the date of Incurrence of such new Indebtedness, does not
mature prior to the Stated Maturity of the Indebtedness to be refinanced or
refunded, and the Average Life of such new Indebtedness is at least equal to the
remaining Average Life of the Indebtedness to be refinanced or refunded; and
provided further that in no event may Indebtedness of the Company or the
Obligors be refinanced by means of any Indebtedness of any Restricted Subsidiary
other than the Obligors pursuant to this clause (iii); (iv) Indebtedness (A) in
respect of performance, surety or appeal bonds, performance guarantees or
similar obligations securing the Company's or any Restricted Subsidiary's
obligations under any cable television franchise, pole attachment agreement or
lease or other similar agreement incurred in the ordinary course of business and
entered into in