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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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         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 swap 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 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 withheld);

                  (y) at the time such swap 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; and

                  (z) any proposed swap that would result in the disposition of
         all or substantially all of the assets comprising any Major System, in
         any transaction or related series of transactions, shall not be a
         "Permitted Asset Swap" unless the Required Lenders have so agreed in
         writing; and

         provided further that if a swap of cable systems or cable system assets
is not entirely like-kind but involves the receipt or payment of other
consideration, it shall to the extent that receipt or payment of other
consideration is involved, but only to such extent, be deemed not a Permitted
Asset Swap and shall be subject to any other applicable provisions of this
Agreement.

         "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;

          (b) carriers', warehousemen's, mechanics', materialmen's, landlord's,
repairmen's and other like Liens imposed by law, arising in the ordinary course
of business or with respect to obligations that are being contested in
compliance with Section 5.04;

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