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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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      Issuers (other than Disqualified Stock), or of Disqualified Stock or
      debt securities (including the ABRY Subordinated Debt) of the Issuers
      that have been converted into such Equity Interests (other than
      Equity Interests (or Disqualified Stock or convertible debt
      securities) sold to a Restricted Subsidiary of the Issuers and other
      than Disqualified Stock or convertible debt securities that have been
      converted into Disqualified Stock), plus

     . to the extent that any Restricted Investment that was made after the
       Issue Date is sold for cash or otherwise liquidated or repaid for
       cash, the amount of such Net Cash Proceeds plus

     . to the extent that any Unrestricted Subsidiary is redesignated as a
       Restricted Subsidiary after the Issue Date, the fair market value of
       the Investment of the applicable Issuer or Restricted Subsidiary of
       such Issuer in such Subsidiary as of the date of such redesignation.

   The foregoing provisions shall not prohibit:

            (1) the payment of any dividend within 60 days after the date of
                declaration thereof, if at said date of declaration such
                payment would have complied with the provisions of the
                Indenture;

            (2) the redemption, repurchase, retirement, defeasance or other
                acquisition of any Indebtedness of any of the Issuers which is
                subordinated to the Notes or Equity Interests of any of the
                Issuers in exchange for, or out of the Net Cash Proceeds of
                the substantially concurrent sale (other than to a Restricted
                Subsidiary of any of the Issuers) of, other Equity Interests
                of any of the Issuers (other than any Disqualified Stock) or
                capital contributions to any of the Issuers; provided that the
                amount of any such Net Cash Proceeds that are utilized for any
                such redemption, repurchase, retirement, defeasance or other
                acquisition shall be excluded from clause (c) (2) of the
                preceding paragraph;

            (3) the defeasance, redemption, repurchase or other acquisition of
                Indebtedness of any of the Issuers which is subordinated to
                the Notes with the Net Cash Proceeds from an incurrence of
                Permitted Refinancing Indebtedness;

            (4) the payment of any dividend or distribution by a Restricted
                Subsidiary of any of the Issuers to the holders of its common
                Equity Interests so long as the applicable Issuer or such
                Restricted Subsidiary receives at least its pro rata share of
                such dividend or distribution in accordance with its Equity
                Interests;

            (5) the repurchase, redemption or other acquisition or retirement
                for value of any Equity Interests of any of the Issuers or the
                payment of a dividend to any Affiliates of the Issuers to
                effect the repurchase, redemption, acquisition or retirement
                of an Affiliate's equity interest, that are held by any member
                of any of the Issuers' (or any of their respective Restricted
                Subsidiaries) management pursuant to any management equity
                subscription or purchase agreement or stock option agreement
                or similar agreement; provided that the aggregate price paid
                for all such repurchased, redeemed, acquired or retired Equity
                Interests shall not exceed $2 million in any fiscal year;

            (6) from and after the time that the aggregate Consolidated Cash
                Flow of the Issuers (calculated on a pro forma basis as
                described in the definition of "Leverage Ratio") for any full
                fiscal quarter multiplied by four exceeds $60 million,
                payments or distributions to any Affiliate of the Issuers to
                permit such Affiliate to pay for the performance of management
                functions by an Affiliate of the Issuers in an aggregate
                amount not to exceed the greater of (A) $250,000 in any fiscal
                year and (B) 0.25% of Total Revenues for such year;

            (7) any payments or distributions or other transactions to be made
                in connection with the Merger, the Mercom Acquisition or the
                Reorganization (including fees and expenses incurred in
                connection therewith);

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