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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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restated Operating Agreement of Buyer, consistent with the terms contained in
the LLC Terms Sheet attached hereto as Exhibit A (the "LLC Terms Sheet"), which
shall be entered into by Seller and the other parties thereto contemplated by
the LLC Terms Sheet and delivered at Closing (the "Operating Agreement"). At
Closing, if requested by Buyer, (a) Buyer and an Affiliate of Seller shall enter
into a program management agreement (the "Program Management Agreement")
relating to programming services to be provided by Seller's Affiliate to Buyer
in substantially the form agreed to by Buyer and Seller, and (b) Buyer, Seller,
or a Seller Subsidiary and CSG Systems, Inc. or an Affiliate thereof shall enter
into an agreement or agreements in substantially the form attached hereto as
Exhibit B (the "CSG Assignments") relating to the assignment and assumption by
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Buyer of certain Seller or Seller Subsidiary's rights and obligations with
respect to the Systems under subscriber billing service agreements with CSG
Systems, Inc. or an Affiliate thereof. Notwithstanding anything in the Agreement
to the contrary, if Buyer elects not to enter into the Program Management
Agreement, it shall so notify Seller at least 45 days prior to the first
scheduled Closing Date and nothing herein shall be deemed to prohibit Buyer from
negotiating or entering into retransmission consent agreements or programming
agreements for the Systems relating to the period on and after Closing. Buyer
acknowledges that an Affiliate of Seller has developed a branded package of user
interfaces, browsers and other navigational tools, and content that provides a
template for high-speed cable modem-enabled online services to be offered on
cable televisions systems (the "Roadrunner Product"). Buyer agrees that if it
determines to offer services on the Systems after Closing which are similar to
the Roadrunner Product, it will enter into non-exclusive good faith negotiations
with Seller's Affiliate concerning an affiliation agreement by which the
Roadrunner Product would be offered on the Systems taking into account all
circumstances at the relevant time; provided, however, that to the extent the
parties are unable to agree in good faith on the terms of such agreement that
are mutually satisfactory to the parties for any reason whatsoever, neither
party shall be deemed to be in breach in any respect hereof.

     Section 6.17 Guaranty of Seller's Post-Closing Obligations. If, during the
period ending on the second anniversary of the Closing Date, (a) Seller's net
equity shall fall below $300,000,000 for two or more consecutive quarters, or
(b) Seller shall consummate an asset transfer with the result that Seller's net
equity shall fall below $300,000,000, then Seller shall so notify Buyer and
designate an Affiliate with a net equity in excess of $300,000,000 (the
"Guarantor") who shall, execute and deliver a guaranty agreement by and between
Guarantor and Buyer, guaranteeing the full and punctual performance of Seller's
remaining obligations under Section 11.1 hereof.

     Section 6.18  Special Provisions for Franchise Transfers.

         (a)    If Closing has occurred and any Material Consent required with
respect to the transfer of a Franchise has not been obtained on or prior to the
Closing Date (such Franchise, a "Nonconsent Franchise"), subject to the
provisions of Section 6.18(e) below, the parties shall continue to use their
respective commercially reasonable efforts after Closing to obtain such consent
or consents as promptly as practicable after Closing, and shall otherwise treat
any Nonconsent Franchise in