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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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     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 (A)
     money in an amount, (B) 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 (i), money in an
     amount or (C) 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 all federal, state and local taxes or other charges and
     assessments in respect thereof payable by the Trustee, the principal of,
     premium, if any, and interest on the outstanding Notes on the Stated
     Maturity of such principal or interest; provided that the Trustee shall
     have been irrevocably instructed to apply such money or the proceeds of
     such U.S. Government Obligations to the payment of such principal, premium,
     if any, and interest with respect to the Notes;

          (ii) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Obligors, the Company or any of their Subsidiaries
     is a party or by which the Obligors, the Company or any of their
     Subsidiaries is bound;

          (iii)  immediately after giving effect to such deposit on a pro forma
     basis, no Default or Event of Default shall have occurred and be continuing
     on the date of such deposit or during the period ending on the 123/rd/ day
     after such date of such deposit;

          (iv) the Obligors have delivered to the Trustee an Opinion of Counsel
     to the effect that (A) the creation of the defeasance trust does not
     violate the Investment Company Act of 1940, (B) the Trustee, for the
     benefit of the Holders, has a valid first-priority security interest in the
     trust funds, (C) the Holders will not recognize income, gain or loss for
     federal income tax purposes as a result of such deposit and defeasance of
     certain obligations and will be subject to federal income tax on the same
     amount and in the same manner and at the same times as would have been the
     case if such deposit and defeasance had not occurred and (D) after the
     passage of 123 days following the deposit (except, with respect to any
     trust funds for the account of any Holder who may be deemed to be an
     "insider" for purposes of the United States Bankruptcy Code, after one year
     following the deposit), the trust funds will not be subject to the effect
     of Section 547 of the United States Bankruptcy Code or Section 15 of the
     New York Debtor and Creditor Law in a case commenced by or against the
     Obligors or the Company under either such statute, and either (1) the trust
     funds will no longer remain the property of the Obligors or the Company
     (and therefore will not be subject to the effect of any applicable
     bankruptcy, insolvency, reorganization or similar laws affecting creditors'
     rights generally) or (2) if a court were