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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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Guarantor and (iv) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders;
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

         (b) The Borrower will not, and will not permit any of its Subsidiaries
to, engage to any material extent in any business other than businesses of the
type conducted by the Borrower and its Subsidiaries on the date of execution of
this Agreement and businesses related, ancillary and complementary thereto.

         (c) The Borrower will not, and will not permit any of its Subsidiaries
to, make (i) without the prior written consent of the Required Lenders, any
Asset Sale that would constitute a disposition of all or substantially all of
the assets comprising any Major System, in any transaction or related series of
transactions, or (ii) any other Asset Sale, other than (A) an Asset Sale the
fair market value of which, when combined with all other such Asset Sales
(excluding (i) Permitted Asset Swaps, (ii) Deferred Reinvestment Swaps and (iii)
any other Asset Sale to the extent the Net Cash Proceeds thereof received by the
Borrower or any Subsidiary have been reinvested within 365 days of such Asset
Sale in productive assets of a kind used or usable in the business of the
Borrower or such Subsidiary) previously made since the date of this Agreement in
reliance on this clause, does not exceed $20,000,000, (B) Permitted Asset Swaps
and (C) Deferred Reinvestment Swaps. The Borrower will not, and will not permit
any of its Subsidiaries to, make any Asset Sale, other than a Permitted Asset
Swap, unless at least 75% of the consideration received in connection therewith
consists of cash payable at the closing thereof.

         SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit (any of the foregoing, an
"Investment"), except:

         (a)  Permitted Investments;

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