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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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any Person that becomes a Subsidiary after the date hereof prior to the time
such Person becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming
a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other
property or assets of the Borrower or any Subsidiary, (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition
or the date such Person becomes a Subsidiary, as the case may be and extensions,
renewals and replacements thereof that do not increase the outstanding principal
amount thereof and (iv) the aggregate principal amount of Indebtedness secured
by all Liens permitted to exist pursuant to this clause (c) does not exceed
$5,000,000 at any time outstanding and is otherwise permitted by clause (f) of
Section 6.01;

         (d) Liens on fixed or capital assets acquired, constructed or improved
by the Borrower or any Subsidiary; provided that (i) such security interests
secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or within
90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the
cost of acquiring, constructing or improving such fixed or capital assets and
(iv) such security interests shall not apply to any other property or assets of
the Borrower or any Subsidiary;

         (e) judgment Liens in existence less than 30 days after the entry
thereof or with respect to which execution has been stayed so long as the
aggregate amount of all such judgments at any time does not exceed $5,000,000;
and

         (f) Liens not otherwise permitted by the foregoing clauses of this
Section securing Indebtedness in an aggregate principal or face amount at any
time outstanding not to exceed $5,000,000.

         SECTION 6.03. Fundamental Changes; Asset Sales. (a) The Borrower will
not, and will not permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or (except as expressly permitted under paragraph (c) of this Section) sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or any substantial part of the consolidated assets of the
Borrower and its Subsidiaries (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Person may merge into the Borrower in a transaction in which
the Borrower is the surviving company, (ii) any Person may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary
Guarantor, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose
of its assets to the Borrower or to a Subsidiary

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