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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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Legal Defeasance and Covenant Defeasance

   The Issuers may, at their option and at any time, elect to have all of their
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for:

  . the rights of Holders of outstanding Notes to receive payments in respect
    of the principal of, premium, if any, and interest and Liquidated Damages
    on such Notes when such payments are due from the trust referred to
    below,

  . the Issuers' obligations with respect to the Notes concerning issuing
    temporary Notes, registration of Notes, mutilated, destroyed, lost or
    stolen Notes and the maintenance of an office or agency for payment and
    money for security payments held in trust,

  . the rights, powers, trusts, duties and immunities of the Trustee, and the
    Issuers' obligations in connection therewith and

  . the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have
the obligations of the Issuers released with respect to certain covenants that
are described in the Indenture ("Covenant Defeasance") and thereafter any
omission to comply with such obligations shall not constitute a Default or
Event of Default with respect to the Notes. In the event Covenant Defeasance
occurs, certain events (not including non-payment, bankruptcy, receivership and
insolvency events) described under "Events of Default" will no longer
constitute an Event of Default with respect to the Notes.

   In order to exercise either Legal Defeasance or Covenant Defeasance:

  . the Issuers must irrevocably deposit with the Trustee, in trust, for the
    benefit of the Holders of the Notes, cash in U.S. dollars, non-callable
    Government Securities, or a combination thereof, in such amounts as will
    be sufficient, in the opinion of a nationally recognized firm of
    independent public accountants, to pay the principal of, premium, if any,
    and interest and Liquidated Damages on the outstanding Notes on the
    stated maturity or on the applicable redemption date, as the case may be,
    and the Issuers must specify whether the Notes are being defeased to
    maturity or to a particular redemption date;

  . in the case of Legal Defeasance, the Issuers shall have delivered to the
    Trustee an opinion of counsel in the United States reasonably acceptable
    to the Trustee confirming that (A) the Issuers have received from, or
    there has been published by, the Internal Revenue Service a ruling or (B)
    since the Issue Date, there has been a change in the applicable federal
    income tax law, in either case to the effect that, and based thereon such
    opinion of counsel shall confirm that, the Holders of the outstanding
    Notes will not recognize income, gain or loss for federal income tax
    purposes as a result of such Legal Defeasance and will be subject to
    federal income tax on the same amounts, in the same manner and at the
    same times as would have been the case if such Legal Defeasance had not
    occurred;

  . in the case of Covenant Defeasance, the Issuers shall have delivered to
    the Trustee an opinion of counsel in the United States reasonably
    acceptable to the Trustee confirming that the Holders of the outstanding
    Notes will not recognize income, gain or loss for federal income tax
    purposes as a result of such Covenant Defeasance and will be subject to
    federal income tax on the same amounts, in the same manner and at the
    same times as would have been the case if such Covenant Defeasance had
    not occurred;

  . no Default or Event of Default shall have occurred and be continuing on
    the date of such deposit (other than a Default or Event of Default
    resulting from the borrowing of funds to be applied to such deposit) or
    insofar as Events of Default from bankruptcy or insolvency events are
    concerned, at any time in the period ending on the 91st day after the
    date of deposit;

  . such Legal Defeasance or Covenant Defeasance will not result in a breach
    or violation of, or constitute a default under any material agreement or
    instrument (other than the Indenture) to which any of the Issuers or any
    of their Restricted Subsidiaries is a party or by which any of the
    Issuers or any of their Restricted Subsidiaries is bound;

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