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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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right. Upon request of the other, at Closing, Buyer and Seller shall
enter into an agency agreement in a form mutually satisfactory to each party
specifying the terms of such agency.

     Section 6.9  Social Contract.
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         (a)    Social Contract Election. Buyer has elected to have the
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provisions of the Social Contract apply to the Systems after Closing. No later
than 30 days after the date hereof, Buyer shall notify the FCC of its election
to have the provisions of the Social Contract apply to the Systems after
Closing. Buyer shall then use commercially reasonable efforts to obtain the
FCC's concurrence thereto prior to Closing, in accordance with the terms of the
Social Contract.

         (b)    Social Contract Refund. If the FCC does not concur with Buyer's
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election to have the provisions of the Social Contract apply to the Systems
after Closing, and because the upgrade commitment described in Section III.F.1.
of the Social Contract will not have been completed prior to Closing, Section
III.F.6.b. of the Social Contract provides that the "Cable Programming Service
Tier" subscribers of the Systems as of Closing (the "CPST Subscribers") will be
eligible for refunds (in the form of prospective bill credits) of any CPST rate
increases taken by Seller or a Seller Subsidiary pursuant to the Social
Contract, with interest computed in accordance with FCC requirements for
subscriber refunds, and a liquidated damages penalty of 15% of such refund
amount, calculated pursuant to Section III.F.5. of the Social Contract (the
"Social Contract Refund"). Accordingly, with respect to the Social Contract
Refund, if Buyer elects to waive its condition precedent to Closing set forth in
Section 7.1(h)(ii) with respect to the Social Contract:

                (i) At Closing, pursuant to Section 2.5(a)(v), Buyer shall
receive a credit in an amount equal to the Social Contract Refund, calculated by
Seller in accordance with the Social Contract as of the 30th day after the
Closing Date (the "Social Contract Refund Credit"). Buyer shall be responsible
for any additional interest to be paid to CPST Subscribers calculated in
accordance with the Social Contract if the Social Contract Refunds are not made
within 30 days after the Closing Date.

                (ii) As soon as reasonably practicable after Closing (and taking
into account the time reasonably required for Buyer to complete arrangements to
make the Social Contract Refund and any rate adjustments proposed by Buyer),
Buyer shall give each CPST Subscriber a prospective bill credit in the aggregate
amount calculated by Seller as appropriate for (A) the portion of the Social
Contract Refund Credit that is properly payable to such CPST Subscriber, plus
(B) any additional interest, computed in accordance with FCC requirements for
subscriber refunds, that may be owing to such CPST Subscriber for the period
between the 30th day after the Closing Date and the effective date of such
refund. Buyer shall reflect such prospective bill credit on a regular monthly
billing statement by Buyer and shall describe such bill credit as the refund
required and calculated pursuant to the Social Contract.

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