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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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                  (exclusive of (w) the portion of net income allocable to
                  minority interests in unconsolidated Persons to the extent
                  that cash distributions have not actually been received from
                  such Persons, (x) the effect of any extraordinary or
                  non-recurring gain or loss, (y) the effect during such quarter
                  of (i) payment of franchise taxes relating to prior periods,
                  (ii) acquisition deposits forfeited during such quarter, (iii)
                  sales and use tax assessments relating to prior periods and
                  (iv) payment of insurance deductibles, and (z) subject to the
                  consent of at least two of the Agents (such consent not to be
                  unreasonably withheld), certain other non-ordinary operating
                  expenses that would not qualify as extraordinary or
                  non-recurring if construed in accordance with GAAP), plus

                           (2) to the extent deducted in determining such net
                  income, the aggregate amount of (i) Parent Companies Interest
                  Expense, (ii) income tax expense, (iii) depreciation and
                  amortization (including without limitation amortization of
                  debt issuance costs) and (iv) other non-cash charges;

         provided that, if any Permitted Acquisition has occurred during such
fiscal quarter, the calculation of Combined Operating Cash Flow shall give
effect, on a pro forma basis, to Combined Operating Cash Flow which the Borrower
has reasonably determined would have been attributable (after giving effect to
pro forma adjustments) to any assets acquired by the Borrower or its
Subsidiaries as a result of such Permitted Acquisition (any such determination,
a "Pro Forma Cash Flow Determination"); and provided further that if the
assumptions on the basis of which the Borrower has made such Pro Forma Cash Flow
Determination include anticipated cost savings for such fiscal quarter that
exceed 10% of the actual cost of operations of the entity or attributable to the
assets proposed to be acquired for the fiscal quarter of such entity or the
seller of such assets, as the case may be, most recently ended prior to the date
of such Pro Forma Cash Flow Determination, then any such Pro Forma Cash Flow
Determination shall be made only if, and only to the extent that, at least two
of the Agents shall have consented (such consent not to be unreasonably
withheld) to the assumptions (including pro forma adjustments) on the basis of
which the Borrower has made such Pro Forma Cash Flow Determination; and provided
further that, for purposes of calculating Combined Operating Cash Flow for the
first fiscal quarter of Parent Companies to end after the Effective Date, net
income of the Parent Companies for such fiscal quarter shall be deemed equal to
the net income of Parent Companies for the period from the Effective Date to the
last day of such fiscal quarter multiplied by 1.125 (the "First Quarter