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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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controlling the Guarantor or any Obligor, (iii) acceptance of any of the
Exchange Notes and (iv) any sale of Registrable Notes pursuant to a Shelf
Registration Statement.

          6.   Miscellaneous.
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          (a)  No Inconsistent Agreements.  Neither the Guarantor nor any of the
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Obligors has entered into, and on or after the date of this Agreement will not
enter into, any agreement which conflicts with the rights granted to the Holders
of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted to the Holders hereunder do not in any
way conflict with the rights granted to the holders of the Guarantor's or the
Obligors' other issued and outstanding securities under any such agreements.

          (b)  Amendments and Waivers.  The provisions of this Agreement,
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including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Guarantor and the Obligors have obtained the written
consent of Holders of at least a majority in aggregate principal amount at
maturity of the outstanding Registrable Notes affected by such amendment,
modification, supplement, waiver or consent; provided, however, that no
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amendment, modification, supplement, waiver or consents to any departure from
the provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Notes unless consented to in writing by such Holder.

          (c)  Notices.  All notices and other communications provided for or
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permitted hereunder shall be made in writing by hand-delivery, registered first-
class mail, telex, telecopier, or any courier guaranteeing overnight delivery
(i) if to a Holder, at the most current address given by such Holder to the
Guarantor and the Obligors by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the
Placement Agent, the address set forth in the Placement Agreement; and (ii) if
to the Guarantor and the Obligors, initially at the Guarantor's and the
Obligors' address set forth in the Placement Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 6(c).

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.