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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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Equity-Funded Acquisition Deposits in respect of terminated proposed
acquisitions and (x) 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 fund the
purchase of the Seller's limited liability company interests of RMH pursuant to
the exercise of the Time Warner Put.

         (b)  The Borrower will not, and will not permit any of its Subsidiaries
to, directly or indirectly, optionally redeem, retire, purchase, acquire,
defease or otherwise make any payment, other than required interest payments, in
respect of any Indebtedness which is subordinated in right of payment to the
Indebtedness of the Borrower or such Subsidiary under the Loan Documents.

         SECTION 6.07. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) at prices and on terms and conditions not less favorable
to the Borrower or such Subsidiary than could be obtained on an arm's-length
basis from unrelated third parties, (b) transactions between or among the
Borrower and its wholly owned Subsidiaries not involving any other Affiliate,
(c) any Restricted Payment permitted by Section 6.06, (d) the payment of
reasonable and customary regular fees to directors of RMG who are not employees
of RMG, (e) any payments or other transactions pursuant to any tax-sharing
agreement between RMG and any other Person with which RMG files a consolidated
tax return or with which RMG is part of a consolidated group for tax purposes,
(f) programming agreements, marketing and promotional agreements, equipment
agreements and agreements for other goods or services related to the business of
the Renaissance Companies entered into in the ordinary course of business by RMG
or its Subsidiaries and the Seller or its Affiliates, (g) so long as no Default
has occurred and is continuing, the payment of fees to Morgan Stanley & Co.
Incorporated or its Affiliates for financial, consulting or investment banking
services that the Board of Representatives of RMH deems to be advisable or
appropriate (including, without limitation, the payment of any underwriting
discounts or commissions or placement agency fees in connection with the
issuance and sale of securities).

         SECTION 6.08. Restrictive Agreements. The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of the Borrower or any Subsidiary
to

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