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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         establishing (A) the basis for such certification and (B) that after
         giving effect to such acquisition and the financing therefor, the
         Borrower shall be in compliance on a pro forma basis until the end of
         the twelve-month period immediately following the last day of the month
         in which such acquisition is proposed to be consummated with the
         covenants contained in Sections 6.12, 6.13 (if applicable at such
         time), 6.14 and 6.15; provided that if the assumptions referred to in
         subclause (2) above include anticipated cost savings (calculated for
         the twelve-month period following the last day of the month in which
         such acquisition is proposed to be consummated) that exceed 10% of the
         actual cost of operations of the entity or attributable to the assets
         proposed to be acquired for the period of four consecutive fiscal
         quarters of such entity or the seller of such assets, as the case may
         be, most recently ended prior to the date of such report, then such
         report of the chief financial officer or chief accounting officer
         (including the assumptions referred to in clause (2) above) shall
         require the approval of at least two of the Agents, after completion of
         reasonable due diligence (such approval not to be unreasonably

                  (z) at the time such acquisition is consummated, (i) any
         property acquired by the Borrower or its Subsidiaries in connection
         therewith shall be made subject to the Liens of the Collateral
         Documents in accordance with Section 6.11 and (ii) any new wholly owned
         Subsidiary of the Borrower acquired or created in connection therewith
         or resulting therefrom shall become a Subsidiary Guarantor hereunder in
         accordance with Section 5.09.

         "Permitted Asset Swap" means a swap of cable systems or cable system
assets by the Borrower or any of its Subsidiaries with any Person other than the
Borrower and its Subsidiaries to the extent such swap involves a like-kind
exchange and (subject to the last proviso of this definition) no other
consideration; provided that:

                  (v) the disposition of the systems or assets of the Borrower
         or its Subsidiary which are the subject of such swap and the receipt by
         the Borrower or such Subsidiary of the like-kind consideration therefor
         shall occur substantially simultaneously;

                  (w) the Borrower shall be in compliance with Sections 6.12,
         6.13, 6.14 and 6.15 after the Adjusted Consolidated Senior Leverage
         Ratio, 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 swap on the date of consummation or