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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     and (E) the Obligors have delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, in each case stating that all conditions
     precedent provided for herein relating to the satisfaction and discharge of
     this Indenture have been complied with.

     With respect to the foregoing clause (i), the Obligors' obligations under
Section 7.07 shall survive.  With respect to the foregoing clause (ii), the
Obligors' and the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05,
2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 and
Article Ten shall survive until the Notes are no longer outstanding.
Thereafter, only the Obligors' and the Company's obligations in Sections 7.07,
8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the
Trustee, on demand of the Obligors accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Obligors, shall execute
proper instruments acknowledging such satisfaction of and discharging of the
Obligors and the Company's obligations under the Notes and this Indenture except
for those surviving obligations specified above.  The Obligors and the Company
jointly and severally agree to reimburse the Trustee for any costs or expenses
(including, without limitation, the reasonable fees of its counsel) thereafter
reasonably and properly incurred, to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Notes and to indemnify the trust referred to in Section
8.02(a) for any tax liability and pay any expenses of such trust not otherwise
provided for pursuant to such Section.

      SECTION 8.02.  Defeasance and Discharge of Indenture.  The Obligors will
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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 date of the deposit referred to
in clause (A) of this Section 8.02, and the provisions of this Indenture will no
longer be in effect with respect to the Notes, and the Trustee, at the expense
of the Obligors, shall execute proper instruments acknowledging the same, except
as provided in the penultimate paragraph of this Section 8.02; provided that the
following conditions shall have been satisfied:

          (A) with reference to this Section 8.02, the Obligors have irrevocably
     deposited or caused to be irrevocably deposited with the Trustee (or
     another trustee satisfying the requirements of Section 7.10 of this
     Indenture) and conveyed all right, title and interest to the Trustee for
     the benefit of the Holders, under the terms of an irrevocable trust
     agreement in form and substance satisfactory to the Trustee as trust funds
     in trust, specifically pledged to the Trustee for the benefit of the
     Holders as security for payment of the principal of, premium, if any, and
     interest, if any, on the Notes, and dedicated solely to, the benefit of the
     Holders, in and to (1) money in an amount, (2) U.S. Government Obligations
     that, through the payment of interest, premium, if any, and principal in
     respect thereof in accordance with their terms, will provide, not later
     than one day before the due date of any payment referred to in this clause
     (A), money in an amount or (3) a combination thereof in an amount
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, without consideration of the
     reinvestment of such interest and after payment of