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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
Entire Document

   The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an Asset Sale Offer.

Certain Covenants

 Restricted Payments

   The Issuers will not, and will not permit any of their Restricted
Subsidiaries to, directly or indirectly:

  . declare or pay any dividend or make any other payment or distribution on
    account of the Issuers' or any of their Restricted Subsidiaries' Equity
    Interests (including, without limitation, any payment in connection with
    any merger or consolidation involving any Issuer) or to the direct or
    indirect holders of the Issuers' or any of their Restricted Subsidiaries'
    Equity Interests in their capacity as such (other than dividends or
    distributions payable in Equity Interests (other than Disqualified Stock)
    of any Issuer and other than dividends or distributions payable to any
    Issuer or another Restricted Subsidiary and if such Restricted Subsidiary
    has equity holders other than any of the Issuers or other Restricted
    Subsidiaries, to its other equity holders on a pro rata basis);

  . purchase, redeem or otherwise acquire or retire for value (including
    without limitation, in connection with any merger or consolidation
    involving any Issuer) any Equity Interests of any Issuer or any direct or
    indirect parent of any Issuer or other Affiliate of any Issuer;

  . make any payment on or with respect to, or purchase, redeem, defease or
    otherwise acquire or retire for value any Indebtedness of any Issuer that
    is subordinated to the Notes, except a payment of interest or principal
    at Stated Maturity, or a payment of interest made through the issuance of
    additional Indebtedness of the same kind as the Indebtedness on which
    such interest shall have accrued or payment on Indebtedness owed to
    another Issuer and except any payment in respect of the ABRY Subordinated
    Debt; or

  . make any Restricted Investment (all such payments and other actions set
    forth in the clauses above being collectively referred to as "Restricted
    Payments"), unless, at the time of and after giving effect to such
    Restricted Payment:

            (a) no Default or Event of Default shall have occurred and be
              continuing or would occur as a consequence thereof; and

            (b) the Issuers would, at the time of such Restricted Payment and
              after giving pro forma effect thereto as if such Restricted
              Payment had been made at the beginning of the applicable
              quarter, have been permitted to incur at least $1.00 of
              additional Indebtedness pursuant to the test set forth in the
              first paragraph of the covenant described below under the
              caption "--Incurrence of Indebtedness and Issuance of Preferred
              Stock"; and

     (c) such Restricted Payment, together with the aggregate amount of all
  other Restricted Payments made by the Issuers and their Restricted
  Subsidiaries after the Issue Date (excluding Restricted Payments permitted
  by clauses (2), (3), (4), (7), (8), (9), (10), (11), (12) and (13) of the
  next succeeding paragraph), is less than the sum of:

     . 100% of the aggregate Consolidated Cash Flow of the Issuers (or, in
       the event such Consolidated Cash Flow shall be a deficit, minus 100%
       of such deficit) accrued for the period beginning on the first day
       of the Issuers' first fiscal quarter commencing after the Issue Date
       and ending on the last day of the Issuers' most recent calendar
       month for which financial information is available to the Issuers
       ending prior to the date of such proposed Restricted Payment, taken
       as one accounting period, less

     . 1.4 times Consolidated Interest Expense for the same period, plus

     . 100% of the aggregate Net Cash Proceeds received by the Issuers as a
       contribution to the equity capital of the Issuers or from the issue
       or sale since the Issue Date of Equity Interests of the