Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
 
commissions and expenses) shall not exceed $312,000,000, and the sources and
uses of such funds (and the assumptions relating thereto) shall be as agreed
upon between the Borrower and the Syndication Agent prior to the Effective Date
and reflected in term sheets heretofore delivered to the Syndication Agent;
provided that any sources and uses of such funds (or assumptions relating
thereto) not described in or inconsistent with such term sheets shall be
reasonably satisfactory to the Syndication Agent; and (ii) prior to or
simultaneously with the initial Borrowings hereunder, the Borrower shall have
received net cash proceeds of (x) not less than $99,000,000 in the aggregate
from the issuance of its membership interests to Parent Companies, and (y) not
less than $100,000,000 (less fees payable in connection with the issuance of the
Senior Discount Notes) from Parent Companies' contribution of proceeds from the
issuance of the Senior Discount Notes.

         (k)   The Acquisition Documents shall be in full force and effect, the
Syndication Agent and the Administrative Agent shall have received a copy of
each Acquisition Document and each certificate, opinion of counsel or other
material writing delivered as a condition precedent to the consummation of the
Acquisition (and each such opinion shall be accompanied by a letter from the
Person delivering such opinion authorizing reliance thereon by the Agents and
the Lenders), and all consents, approvals, registrations, or other actions
required by the Purchase Agreement to be obtained, made or taken in connection
with the consummation of the Acquisition and the Transactions to be consummated
on the Effective Date (including without limitation any consents or approvals
required to be obtained from the management or members of the Borrower and any
consents, approvals, registrations or other actions required to be obtained
from, made with or taken by any Governmental Authority) shall have been
obtained, made or taken and shall be in full force and effect.

         (l)   Each of the Syndication Agent and the Administrative Agent shall
have received evidence satisfactory to it, which may include a certificate of
the Borrower, that (i) all conditions (including, without limitation, receipt of
FCC consent to the Borrower's assumption of the Social Contract and conditions
relating to number of subscribers and material consents) to the consummation of
the transactions contemplated by the Acquisition Documents to be consummated on
the Effective Date as set forth in the Acquisition Documents shall have been
satisfied or waived; provided that any condition to the Borrower's obligations
shall be waived only with the concurrence of the Syndication Agent and the
Administrative Agent (such concurrence not to be unreasonably withheld), (ii)
all such transactions contemplated by the Acquisition Documents will take place
prior to or simultaneously with the transactions contemplated hereby to take
place on the Effective Date (including without limitation the making of the Term
Loans) and (iii) the consummation of all such transactions and all transactions

                                      70