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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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         Combined Total Leverage Ratio, Combined Interest Coverage Ratio,
         Combined Fixed Charge Coverage Ratio and Combined Operating Cash Flow
         (after giving effect to any Pro Forma Cash Flow Determination) are each
         adjusted with respect to such acquisition on the date of consummation
         or proposed consummation thereof (the "Transaction Date") as follows:
         in calculating Combined Operating Cash Flow and Parent Companies
         Interest Expense, (1) the incurrence of any Indebtedness in connection
         with such acquisition and the application of the proceeds therefrom
         shall be assumed to have occurred on the first day of the period of
         four consecutive fiscal quarters (or other period) for which such
         amounts are required to be determined in accordance with the
         definitions of Adjusted Consolidated Senior Leverage Ratio, Combined
         Total Leverage Ratio, Combined Interest Coverage Ratio and Combined
         Fixed Charge Coverage Ratio (the "Reference Period"), (2) pro forma
         effect shall be given to any acquisition (including adjustments to
         operating results required to be made in accordance with GAAP) which
         occurs during the Reference Period or subsequent to the Reference
         Period and prior to the Transaction Date as if such acquisition had
         occurred on the first day of the Reference Period, (3) the incurrence
         of any Indebtedness during the Reference Period or subsequent to the
         Reference Period and prior to the Transaction Date and the application
         of the proceeds therefrom shall be assumed to have occurred on the
         first day of such Reference Period and (4) Parent Companies Interest
         Expense attributable to any Indebtedness (whether existing or being
         incurred) bearing a floating interest rate shall be computed on a pro
         forma basis as if the rate in effect on the date of computation had
         been the applicable rate for the entire period, unless the obligor with
         respect to such Indebtedness is a party to an interest rate swap or cap
         or similar agreement (which shall remain in effect for the twelve month
         period after the Transaction Date) which has the effect of fixing the
         interest rate on the date of computation, in which case such rate
         (whether higher or lower) shall be used;

                  (y) at least 15 days prior to the closing date for any such
         acquisition (or, in the case of any acquisition that occurs within 15
         days after the Effective Date, within such time as the Borrower and the
         Syndication Agent agree), the Borrower shall have delivered to each of
         the Lenders (1) a compliance certificate certifying the Borrower's
         compliance with the covenants of this Agreement, including, without
         limitation, Sections 6.12, 6.13 (if applicable at such time), 6.14 and
         6.15, after giving effect on a pro forma basis to such acquisition as
         required in clause (x) above and (2) a report of the chief financial
         officer or chief accounting officer of the Borrower, in a form and
         providing sufficient detail and justification for the information
         provided therein, including assumptions,

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