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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 
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                      DESCRIPTION OF CERTAIN INDEBTEDNESS
 
THE SENIOR CREDIT FACILITY
 
  General
 
  Renaissance Media is a party to a senior secured credit facility with MSSF,
an affiliate of the Morgan Stanley Entities and the Placement Agent, as lender
and agent (the "Senior Credit Facility").
 
  The following summary of the material provisions of the Senior Credit
Facility does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the Senior Credit Facility Commitment Letter
and the definitive loan document therefor (the "Senior Credit Facility
Agreement"), copies of which are available from the Company upon request.
 
  The Senior Credit Facility establishes (i) the $40.0 million Revolver, an
eight-year revolving credit facility (including a $4.0 million letter of
credit facility) and (ii) the Term Loans, consisting of a $60.0 million,
eight-year term loan facility (the "Term Loan A Facility"), and a $50.0
million, eight and one-half-year term loan facility (the "Term Loan B
Facility"). Availability under the Revolver is subject to compliance with all
covenants contained in the Senior Credit Facility Agreement (as hereinafter
defined), including a minimum combined interest coverage ratio and a maximum
combined total leverage ratio as described below.
 
  Loans under the Senior Credit Facility bear interest at the option of
Renaissance Media, subject to certain limitations, based upon a base rate or
LIBOR, plus an interest rate margin. The initial interest rate margins for
borrowing under the Revolver and the Term Loan A Facility are between 1.25%
and 1.625% for base rate loans and between 2.25% and 2.625% for LIBOR loans;
and the initial interest rate margins for borrowing under the Term Loan B
Facility will be between 1.625% and 1.875% for base rate loans and between
2.625% and 2.875% for LIBOR loans. Beginning six months after the
effectiveness of the Senior Credit Facility Agreement, the interest rate
margins for borrowings under the Revolver and the Term Loan A Facility will be
between .625% and 1.625% for base rate loans and between 1.625% and 2.625% for
LIBOR loans and for borrowing under the Term Loan B Facility will be between
1.375% and 1.875% for base rate loans and between 2.375% and 2.875% for LIBOR
loans. The actual margins will be based on the ratio of Renaissance Media's
consolidated senior leverage ratio as determined in accordance with the Senior
Credit Facility Agreement.
 
  The Term Loans were drawn in full to purchase the Systems and pay related
fees and expenses. No amount was drawn under the Revolver to finance the
Acquisition. The Revolver is available to fund working capital requirements,
capital expenditures and acquisitions.
 
  Amortization
 
  Revolver. The loans under the Revolver shall be repaid in full, on or prior
to, and all letters of credit shall expire prior to, the eighth anniversary of
the Closing Date, and the sum of revolving credit loans and letter of credit
exposure shall at no time exceed the total commitments under the Revolver. The
commitments under the Revolver shall be reduced by $2,000,000 each quarter
from June 30, 2002 through March 31, 2005 and by $4,000,000 each quarter
thereafter.
 
  Term Loan A Facility. The loans under the Term A Loan Facility shall be
amortized in quarterly installments aggregating 1% per annum of the amount
thereof in each of the first three years, 5% per annum of the amount thereof
in the fourth year, 20% per annum of the amount thereof in each of the fifth,
six and seventh years, and 32% per annum of the amount thereof in the eighth
year.
 
  Term Loan B Facility. The loan under the Term Loan B Facility shall be
amortized in quarterly installments aggregating 1% per annum of the amount
thereof in each of the first seven years, 63% per annum of the amount thereof
in the eighth year and 30% per annum of the amount thereof in the last six
months.
 
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