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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
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the Company or any Obligor evidenced by a promissory note or (B) to any other
Restricted Subsidiary; provided that any event which results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
transfer of such Indebtedness (other than to the Company or another Restricted
Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such
Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in
exchange for, or the net proceeds of which are used to refinance or refund,
then outstanding Indebtedness (other than Indebtedness Incurred under clause
(i), (ii), (iv), (vi), (vii) or (viii) of this paragraph) and any refinancings
thereof in an amount not to exceed the amount so refinanced or refunded (plus
premiums, accrued interest, fees and expenses); provided that Indebtedness the
proceeds of which are used to refinance or refund the Notes and the Guaranty
or Indebtedness that is pari passu with, or subordinated in right of payment
to, the Notes and the Guaranty shall only be permitted under this clause (iii)
if (A) in case the Notes and the Guaranty are refinanced in part or the
Indebtedness to be refinanced is pari passu with the Notes and the Guaranty,
such new Indebtedness, by its terms or by the terms of any agreement or
instrument pursuant to which such new Indebtedness is outstanding, is
expressly made pari passu with, or subordinate in right of payment to, the
remaining Notes and the Guaranty, (B) in case the Indebtedness to be
refinanced is subordinated in right of payment to the Notes and the Guaranty,
such new Indebtedness, by its terms or by the terms of any agreement or
instrument pursuant to which such new Indebtedness is issued or remains
outstanding, is expressly made subordinate in right of payment to the Notes
and the Guaranty at least to the extent that the Indebtedness to be refinanced
is subordinated to the Notes and the Guaranty and (C) such new Indebtedness,
determined as of the date of Incurrence of such new Indebtedness, does not
mature prior to the Stated Maturity of the Indebtedness to be refinanced or
refunded, and the Average Life of such new Indebtedness is at least equal to
the remaining Average Life of the Indebtedness to be refinanced or refunded;
and provided further that in no event may Indebtedness of the Company or the
Obligors be refinanced by means of any Indebtedness of any Restricted
Subsidiary other than the Obligors pursuant to this clause (iii); (iv)
Indebtedness (A) in respect of performance, surety or appeal bonds,
performance guarantees or similar obligations securing the Company's or any
Restricted Subsidiary's obligations under any cable television franchise, pole
attachment agreement or lease or other similar agreement incurred in the
ordinary course of business and entered into in connection with the day-to-day
operations of such business, (B) under Currency Agreements and Interest Rate
Agreements; provided that such agreements (a) are designed solely to protect
the Company or its Restricted Subsidiaries against fluctuations in foreign
currency exchange rates or interest rates and (b) do not increase the
Indebtedness of the obligor outstanding at any time other than as a result of
fluctuations in foreign currency exchange rates or interest rates or by reason
of fees, indemnities and compensation payable thereunder; and (C) arising from
agreements providing for indemnification, adjustment of purchase price or
similar obligations, or from Guarantees or letters of credit, surety bonds or
performance bonds securing any obligations of the Company or any of its
Restricted Subsidiaries pursuant to such agreements, in any case Incurred in
connection with the disposition of any business, assets or Restricted
Subsidiary (other than Guarantees of Indebtedness Incurred by any Person
acquiring all or any portion of such business, assets or Restricted Subsidiary
for the purpose of financing such acquisition), in a principal amount not to
exceed the gross proceeds actually received by the Company or any Restricted
Subsidiary in connection with such disposition; (v) Indebtedness of the
Company or the Obligors, to the extent the net proceeds thereof are promptly
(A) used to purchase Notes tendered in an Offer to Purchase made as a result
of a Change in Control or (B) deposited to defease the Notes as described
below under "Defeasance"; (vi) Guarantees of the Notes and Guarantees of
Indebtedness of the Company or the Obligors by any Restricted Subsidiary
provided the Guarantee of such Indebtedness is permitted by and made in
accordance with the "Limitation on Issuance of Guarantees by Restricted
Subsidiaries" covenant described below; (vii) Indebtedness Incurred to finance
the cost to acquire equipment, inventory or other assets used or useful in the
business of the Company and its Restricted Subsidiaries (including
acquisitions by way of a Capitalized Lease and the acquisition of the Capital
Stock of a Person that becomes a Restricted Subsidiary), in an aggregate
principal amount outstanding at any time not to exceed 5% of the Company's
total assets as set forth on the most recently available quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries
filed with the Commission; (viii) Indebtedness of the Company or any Obligor
not to exceed, at any one time outstanding, two times the sum of (A) the Net
Cash Proceeds received by the Company or an Obligor after the Closing Date as
a capital contribution (other than a capital contribution by the Company or
any Subsidiary of the Company) or from the sale of its Capital Stock (other
than Disqualified Stock) to a Person other than the Company or any
 
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