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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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the Borrower may declare and pay dividends or distributions with respect to its
equity securities payable solely in additional equity securities of the
Borrower, (ii) so long as no Default has occurred and is continuing or would
occur immediately after giving effect thereto, the Borrower may declare and pay
dividends or distributions with respect to its equity securities in cash in an
aggregate amount after the Effective Date not to exceed the excess of (A)
Borrower Consolidated EBITDA over (B) 130% of Company Total Interest Expense, in
each case, determined on a cumulative basis during the period (taken as one
accounting period) beginning on the first day of the fiscal quarter immediately
following the Effective Date and ending on the last day of the most recently
ended fiscal quarter prior to the date of such Restricted Payment for which the
Borrower has delivered to the Administrative Agent and the Lenders the financial
statements required to be delivered by the Borrower pursuant to Section 5.01(a)
or 5.01(b), (iii) Subsidiaries may declare and pay dividends or distributions
ratably with respect to their equity securities, (iv) the Borrower may make
Restricted Payments pursuant to and in accordance with option plans or other
benefit plans for management or employees of the Borrower and its Subsidiaries
in an aggregate amount not to exceed $2,500,000 during the term of this
Agreement, (v) the Borrower may purchase equity securities of the Borrower or
RMH (and/or, if applicable, any limited liability company that directly holds
limited liability company interests of RMH), from any employee of the Borrower
in connection with the termination of such employee's employment, so long as the
aggregate amount paid in respect of such purchases during the term of this
Agreement does not exceed $2,500,000, (vi) so long as no Default has occurred
and is continuing or would occur immediately after giving effect thereto, the
Borrower may declare and pay dividends or distributions to Parent Companies (or,
if applicable, to any wholly owned Parent Companies Subsidiary that holds equity
securities of the Borrower) solely at such times and in such amounts as required
to pay interest on Indebtedness of the Parent Companies, (vii) so long as it is
treated as a partnership for United States federal, state or local income tax
purposes, the Borrower may declare and pay dividends or distributions to Parent
Companies solely at such times and in such amounts as required to permit the
payment of taxes by Parent Companies on (or, if applicable, by such Parent
Companies Subsidiary) their distributive shares of income of the Borrower, net
of their distributive shares of losses of the Borrower, (viii) the Borrower may
declare and pay dividends or distributions to Parent Companies solely (or, if
applicable, to any wholly owned Parent Companies Subsidiary that holds equity
securities of the Borrower) at such times and in such amounts as required to
permit payment of reasonable corporate overhead that would otherwise be incurred
by the Borrower, (ix) so long as no Default has occurred and is continuing or
would occur immediately after giving effect thereto, the Borrower may declare
and pay dividends or distributions to Parent Companies (or, if applicable, to
any wholly owned Parent Companies Subsidiary that holds equity securities of the
Borrower) to effect the return of

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