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SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
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          (i)  the Senior Discount Notes Accreted Value; plus

          (ii) the Senior Debt Amount; plus

          (iii) the principal amount and any accrued but unpaid interest as of
               the Adjustment Time in respect of any other indebtedness for
               borrowed money (not included in the foregoing clauses (b)(i) and
               (ii) of this Section 2.3), if any, of the Renaissance Companies
               as of the Closing Date; minus
                                    
          (iv) Working Capital if such number is greater than zero; plus

          (v)  the absolute value of Working Capital if such number is less than
               zero.

          (1) Subject to the other provisions of this Section 2.3(b), "Working
     Capital" means Current Assets as of the Adjustment Time minus Current
     Liabilities as of the Adjustment Time.

          (2) Subject to the other provisions of this Section 2.3(b), "Current
     Assets" means the total current assets of the Renaissance Companies as
     defined for purposes of GAAP, and prepayments in respect of performance
     bonds and long term rights of way with a maturity in excess of one year,
     computed for the Renaissance Companies as of the Adjustment Time on a
     consolidated basis and without duplication in accordance with GAAP.

          (3) Subject to the other provisions of this Section 2.3(b) and Section
     3.12(a), "Current Liabilities" means the total current liabilities of the
     Renaissance Companies as defined for purposes of GAAP, including, without
     limitation, vacation pay, computed for the Renaissance Companies as of the
     Adjustment Time on a consolidated basis and without duplication in
     accordance with GAAP; provided, however, that notwithstanding GAAP, or
     anything to the contrary in this Agreement, Current Liabilities shall not
     include and no adjustment to the Cash Consideration shall be made in
     respect of: (A) any amount payable in respect of or pursuant to the Debt
     Documents; (B) any prepayment penalty or premium, breakage costs, change of
     control penalty or premium or other payment arising out of or resulting
     from the consummation of the transactions contemplated by this Agreement,
     including the termination of any Contract, under or pursuant to the Debt
     Documents or any other Contract or other obligation to which any of the
     Renaissance Companies is a party or by which it may be bound; or (C) any
     Taxes to be paid by the Buyer pursuant to Section 6.10.

     2.4 Payments at Closing. No later than ten (10) days prior to the date
scheduled for the Closing, Holdings shall prepare and deliver to Buyer a written
report (the "Preliminary Closing Statement") setting forth Holdings' estimates
of Closing Net Liabilities and Closing Equivalent Subscribers, determined in
accordance with Section 2.3, and the Cash Consideration, as adjusted pursuant to
Section 2.3 and a list and description of the principal methodologies and the
principal accounting policies and practices used in the preparation thereof. The
Preliminary Closing Statement shall be prepared by Holdings in good faith and
shall be certified by Holdings to be its good faith estimate of the Closing Net
Liabilities and Closing Equivalent Subscribers as