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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 10-Q on 05/17/1999
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                   vi)   amend this Agreement;

                   vii)  approve a merger or consolidation with another Person;

                   viii) sell all or substantially all of the assets of the

                   ix)   change the status of the Company from one in which
management is vested in the Manager to one in which management is vested in the
Members or in any other manager, other than as may be delegated to the Board and
the officers hereunder;

                   x)    possess any Company property or assign the rights of 
the Company in specific Company property for other than a Company purpose;

                   xi)   operate the Company in such a manner that the Company
becomes an investment company" for purposes of the Investment Company Act of

                   xii)  except as otherwise provided or contemplated herein,
enter into any agreement to acquire property or services from any Person who is
a director or officer;

                   xiii) settle any litigation or arbitration with any third
party, any Member, or any Affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will exceed $5,000,000;

                   xiv)  materially change any of the tax reporting positions or
elections of the Company;

                   xv)   make or commit to any expenditures which, individually 
or in the aggregate, exceed or are reasonably expected to exceed the Company's
total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000); or

                   xvi)  make or incur any secured or unsecured indebtedness
which individually or in the aggregate exceeds Five Million Dollars
($5,000,000), provided that this restriction shall not apply to (i) any
refinancing of or amendment to existing indebtedness which does increase total
borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any
company controlled by or under common control with the Company ("Intercompany
Indebtedness"), (iii) the pledge of any assets to support any otherwise
permissable indebtedness of the Company or any Intercompany Indebtedness or (iv)
indebtedness necessary to finance a transaction or purchase approved by he

         (d) Board of Director Meetings.