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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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  Prepayments
 
  Mandatory Prepayments. Renaissance Media is obligated to prepay the loans
outstanding under the Senior Credit Facility with: (i) the net proceeds
received from asset sales (with certain exceptions), (ii) the net proceeds
received from the issuance of certain debt, (iii) the net proceeds received
from certain issuances of equity by Renaissance Media or any of its
subsidiaries, (iv) insurance recoveries or condemnation awards not applied
within 180 days toward repair or replacement of the damaged or condemned
property, (v) the net proceeds received from the reversion of pension plans,
and (vi) in the case of the Term Loans so long as the combined total leverage
ratio exceeds 4.0:1.0 for any fiscal year of Renaissance Media (beginning with
the fiscal year ending in 1998), 50% of Renaissance Media's excess cash flow
for such fiscal year.
 
  Voluntary Prepayments. Renaissance Media may make voluntary prepayments of
amounts outstanding under the Senior Credit Facility, in whole or in part,
with prior notice and without premium or penalty (other than payment of LIBOR
breakage costs, if any), subject to limitations as to minimum amounts of
prepayments.
 
  Covenants. The Senior Credit Facility contains certain covenants: (i)
limiting Renaissance Media's ability to incur debt; (ii) limiting Renaissance
Media's ability to create liens; (iii) restricting Renaissance Media's ability
to merge with another entity; (iv) prohibiting Renaissance Media from selling
all or any substantial part of its assets; (v) restricting Renaissance Media's
ability to make investments, loans, advances, guarantees, acquisitions and
certain payments, to engage in transactions with affiliates, and (vi) limiting
Renaissance Media's capital expenditures. These covenants are subject to
certain permitted exceptions. So long as no default under the Senior Credit
Facility Agreement has occurred and is continuing, Renaissance Media will be
permitted to make distributions to the Obligors to pay interest on the Notes.
 
  Financial Covenants. The Senior Credit Facility contains certain financial
covenants requiring Renaissance Media to (i) maintain a consolidated senior
leverage ratio initially not more than 5.5:1 and decreasing to 3.0:1 on April
1, 2005, (ii) a combined total leverage ratio after April 1, 2003 not more
than 7.0:1, (iii) a combined interest coverage ratio at the last day of any
fiscal quarter of not less than (a) 2.0:1 until March 31, 2003, (b) 1.5:1
thereafter until March 31, 2004, (c) 1.75:1 thereafter until March 31, 2005
and (d) 2.0:1 thereafter and (iv) a combined fixed charge coverage ratio at
the last day of any fiscal quarter of 1.25:1 or more until March 31, 2003 and
1.0:1 thereafter.
 
  Events of Default. The Senior Credit Facility includes customary events of
default, including, without limitation, a failure to pay any loan when due, a
cross-default to certain other indebtedness of Renaissance Media, the
Guarantor and the Obligors, the failure to satisfy any of the covenants,
including the financial covenants, under the Senior Credit Facility, the
commencement of bankruptcy proceedings or the occurrence of a change of
control with respect to the Guarantor, the Obligors and Renaissance Media. An
event of default under the Senior Credit Facility would allow the lenders
thereunder to accelerate the maturity of the indebtedness under the Senior
Credit Facility and would adversely affect the ability of the Obligors to meet
their obligations under the Notes.
 
  Security. The Senior Credit Facility, the guarantees referred to below and
any interest rate protection agreements related thereto entered into by
Renaissance Media with the lenders are secured by perfected first priority (i)
pledges of the ownership interests in Renaissance Media and its subsidiaries,
and security interests in all obligations owed to Renaissance Media from any
of its direct or indirect subsidiaries, and (ii) security interests in, and
liens upon, substantially all other assets of Renaissance Media and its
subsidiaries.
 
  Guarantees. Borrowings under the Senior Credit Facility are guaranteed, on a
joint and several basis, by Renaissance Louisiana, Renaissance Tennessee,
Renaissance Capital and all direct and indirect subsidiaries of Renaissance
Louisiana and Renaissance Tennessee.
 
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