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SEC Filings

424B1
RENAISSANCE MEDIA GROUP LLC filed this Form 424B1 on 09/10/1998
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to or greater than the Consolidated Net Worth of the Company or the Obligor
immediately prior to such transaction; provided that this clause (iii) shall
only apply to a sale of substantially all, but less than all, of the assets of
the Company or an Obligor; (iv) immediately after giving effect to such
transaction on a pro forma basis the Company or such Obligor, or any Person
becoming the successor obligor on the Guaranty or the Notes, as the case may
be, could Incur at least $1.00 of Indebtedness under the first paragraph of
the "Limitation on Indebtedness" covenant; provided that this clause (iv)
shall not apply to a consolidation, merger or sale of all (but not less than
all) of the assets of the Company or an Obligor if all Liens and Indebtedness
of the Company or any Person becoming the successor obligor on the Guaranty,
as the case may be, and its Restricted Subsidiaries, including the Obligors or
any Person becoming a successor Obligor on the Notes, outstanding immediately
after such transaction would, if Incurred at such time, have been permitted to
be Incurred (and all such Liens and Indebtedness, other than Liens and
Indebtedness of the Company and its Restricted Subsidiaries outstanding
immediately prior to the transaction, shall be deemed to have been Incurred)
for all purposes of the Indenture; and (v) the Company or such Obligor
delivers to the Trustee an Officers' Certificate (attaching the arithmetic
computations to demonstrate compliance with clauses (iii) and (iv), if either
is applicable) and Opinion of Counsel, in each case stating that such
consolidation, merger or transfer and such supplemental indenture complies
with this provision and that all conditions precedent provided for herein
relating to such transaction have been complied with; provided, however, that
clauses (iii) and (iv) above do not apply if, in the good faith determination
of the Board of Directors of the Company, whose determination shall be
evidenced by a Board Resolution, the principal purpose of such transaction is
to change the state of incorporation of the Company and such transaction shall
not have as one of its purposes the evasion of the foregoing limitations.
 
RELEASE OF OBLIGORS UPON SALE
 
  The Indenture will provide that Renaissance Louisiana and/or Renaissance
Tennessee will be automatically, completely and unconditionally released and
discharged from its obligations in respect of the Notes upon the sale or other
disposition (in compliance with the first sentence of the "Limitation on
Assets Sales" covenant) of all of the Company's and each of its Restricted
Subsidiary's Capital Stock in such Obligor to any Person that is not an
Affiliate of the Company; provided that such sale is not governed by the
provisions of the Indenture described under "Consolidation, Merger and Sale of
Assets" and after any such release and discharge at least one Obligor shall
remain an obligor on the Notes.
 
  For U.S. federal income tax purposes, a Holder will be treated as having
exchanged the Notes for new notes if there is "significant modification" of
the debt instrument within the meaning of the Treasury regulations and in such
case the Holder will be faxed on any gain or loss determined in accordance
with the discussion contained in "--Sale, Exchange or Redemption of the Notes"
above. The deletion of a co-obligor on the Notes will result in a "significant
modification" if, (i) as a result of the deletion, there is a substantial
impairment of the Company's capacity to meet the payment obligations under the
Notes, and (ii) the Company's capacity to meet the payment obligations under
the Notes was adequate prior to the deletion and is primarily speculative
after the deletion. The Company's capacity to meet the payment obligations
under the Notes includes any source for payment, including collateral,
guarantees, or other credit enhancement. There are limitations placed on the
ability of the Company to dispose of the Capital Stock in Renaissance
Louisiana or Renaissance Tennessee (see "Limitation on Assets Sales" covenant
described above). If such a disposition occurs, resulting in the release of
one of the Obligors, the Company does not believe that there will be a
substantial impairment of its capacity to meet the payment obligations under
the Notes or that such capacity will be primarily speculative, and thus such
deletion of an Obligor should not be a "significant modification" of the
Notes.
 
DEFEASANCE
 
  Defeasance and Discharge. The Indenture will provide that the Obligors will
be deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the deposit referred to below, and
the provisions of the Indenture will no longer be in effect with respect to
the Notes (except for, among other matters, certain obligations to register
the transfer or exchange of the Notes, to replace stolen, lost or mutilated
Notes, to maintain paying agencies and to hold monies for payment in trust)
if, among other things,
 
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