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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         proposed consummation thereof (the "Swap 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 swap 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 "Swap Reference Period"), (2) pro forma effect
         shall be given to any swap (including adjustments to operating results
         required to be made in accordance with GAAP) which occurs during the
         Swap Reference Period or subsequent to the Swap Reference Period and
         prior to the Swap Transaction Date as if such acquisition had occurred
         on the first day of the Swap Reference Period, (3) the incurrence of
         any Indebtedness during the Swap Reference Period or subsequent to the
         Reference Period and prior to the Swap Transaction Date and the
         application of the proceeds therefrom shall be assumed to have occurred
         on the first day of such Swap 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 Swap 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;

                  (x) at least 15 days prior to the closing date for any such
         swap (or, in the case of any swap 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 swap as required in clause
         (w) 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, establishing (A) the basis for such
         certification and (B) that after giving effect to such swap 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 swap is proposed to be
         consummated

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