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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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securities held by officers or employees or former officers or employees (or
their estates or beneficiaries under their estates), upon death, disability,
retirement or termination of employment or pursuant to any agreement under
which such shares of stock or related rights were issued; provided that the
aggregate consideration paid for such purchase, redemption, acquisition,
cancellation or other retirement of such shares or related rights after the
Closing Date does not exceed $2 million; (viii) the declaration or payment of
dividends on the Common Stock of the Company or an Obligor following a Public
Equity Offering of such Common Stock, of up to 6% per annum of the Net Cash
Proceeds received by the Company or such Obligor in such Public Equity
Offering; (ix) for so long as the Company or any Restricted Subsidiary is
treated as a pass-through entity for United States federal income tax
purposes, distributions to equity holders of the Company or any Restricted
Subsidiary in an amount not to exceed the Tax Amount for such period; or (x)
other Restricted Payments in an aggregate amount not to exceed $10 million;
provided that, except in the case of clauses (i) and (iii), no Default or
Event of Default shall have occurred and be continuing or occur as a
consequence of the actions or payments set forth therein.
 
  Each Restricted Payment permitted pursuant to the preceding paragraph (other
than the Restricted Payment referred to in clause (ii) thereof, an exchange of
Capital Stock for Capital Stock or Indebtedness referred to in clause (iii) or
(iv) thereof and an Investment referred to in clause (vi) thereof), and the
Net Cash Proceeds from any issuance of Capital Stock referred to in clauses
(iii) and (iv), shall be included in calculating whether the conditions of
clause (C) of the first paragraph of this "Limitation on Restricted Payments"
covenant have been met with respect to any subsequent Restricted Payments. In
the event the proceeds of an issuance of Capital Stock of the Company or an
Obligor are used for the redemption, repurchase or other acquisition of the
Notes, or Indebtedness that is pari passu with the Notes or the Guaranty, then
the Net Cash Proceeds of such issuance shall be included in clause (C) of the
first paragraph of this "Limitation on Restricted Payments" covenant only to
the extent such proceeds are not used for such redemption, repurchase or other
acquisition of Indebtedness.
 
  Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries
 
  The Company will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions
permitted by applicable law on any Capital Stock of such Restricted Subsidiary
owned by the Company or any other Restricted Subsidiary, (ii) pay any
Indebtedness owed to the Company or any other Restricted Subsidiary, (iii)
make loans or advances to the Company or any other Restricted Subsidiary or
(iv) transfer any of its property or assets to the Company or any other
Restricted Subsidiary.
 
  The foregoing provisions shall not restrict any encumbrances or
restrictions:   (i) existing on the Closing Date in the Credit Agreement, the
Indenture or any other agreements in effect on the Closing Date, and any
extensions, refinancings, renewals or replacements of such agreements;
provided that (x) the encumbrances and restrictions in any such extensions,
refinancings, renewals or replacements are no less favorable in any material
respect to the Holders than those encumbrances or restrictions that are then
in effect and that are being extended, refinanced, renewed or replaced or (y)
the encumbrances and restrictions in any such modifications, extensions,
refinancings, renewals, restructurings, substitutions or replacements (A) do
not prevent the Company or any of its Restricted Subsidiaries from paying
interest on the Notes and (B) will be no more restrictive in any material
respect than encumbrances and restrictions which could be obtained by a Person
comparable to the Company or such Restricted Subsidiary under then prevailing
market conditions; (ii) existing under or by reason of applicable law; (iii)
existing with respect to any Person or the property or assets of such Person
acquired by the Company or any Restricted Subsidiary, existing at the time of
such acquisition and not incurred in contemplation thereof, which encumbrances
or restrictions are not applicable to any Person or the property or assets of
any Person other than such Person or the property or assets of such Person so
acquired; (iv) in the case of clause (iv) of the first paragraph of this
"Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries" covenant, (A) that restrict in a customary manner the
subletting, assignment or transfer of any property or asset that is a lease,
license, conveyance or contract or similar property or asset, (B) existing by
virtue of any transfer of, agreement to transfer, option or right with respect
to, or Lien on, any property or assets of the Company or
 
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