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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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waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "Event of Default" has the meaning assigned to such term in Article 7.

         "Excess Cash Flow" means, for any period, the excess (if any),
determined without duplication, of:

                  the sum of (i) Borrower Consolidated EBITDA for such fiscal
         period, and (ii) cash interest income and extraordinary cash income of
         the Borrower and its Consolidated Subsidiaries for such fiscal period
         (to the extent not included in Borrower Consolidated EBITDA);

minus

                  the sum of (i) Consolidated Capital Expenditures made in cash
         in accordance with Section 6.11 during such period, (ii) cash interest
         expense (including, without limitation, cash dividends paid to Parent
         Companies in accordance with Section 6.06(a)(vi)) of the Borrower and
         its Consolidated Subsidiaries for such period (to the extent not
         included in Borrower Consolidated EBITDA), (iii) mandatory repayments
         or prepayments of long-term Indebtedness (and optional prepayments of
         long-term Indebtedness, the amounts of which cannot be reborrowed or
         redrawn under the instruments evidencing such long-term Indebtedness)
         of the Borrower and its Consolidated Subsidiaries during such period
         (adjusted to eliminate the effect of prepayments on account of Excess
         Cash Flow for a prior period), (iv) repayments during such period of
         the revolving credit

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