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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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  . the Issuers must have delivered to the Trustee an opinion of counsel
    (subject to customary qualifications and assumptions) to the effect that
    after the 91st day following the deposit, the trust funds will not be
    subject to the effect of any applicable bankruptcy, insolvency,
    reorganization or similar laws affecting creditors' rights generally;

  . the Issuers must deliver to the Trustee an Officers' Certificate stating
    that the deposit was not made by the Issuers with the intent of
    preferring the Holders of Notes over the other creditors of the Issuers
    with the intent of defeating, hindering, delaying or defrauding creditors
    of the Issuers or others; and

  . the Issuers must deliver to the Trustee an Officers' Certificate and an
    opinion of counsel, each stating that all conditions precedent provided
    for relating to the Legal Defeasance or the Covenant Defeasance have been
    complied with.

Transfer and Exchange

   A Holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Issuers may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Issuers are not required to transfer or exchange any Note
selected for redemption. Also, the Issuers are not required to transfer or
exchange any Note for a period of 15 business days before a selection of Notes
to be redeemed.

   The registered Holder of a Note will be treated as the owner of it for all
purposes.

Amendment, Supplement and Waiver

   Except as provided in the next two succeeding paragraphs, the Indenture or
the Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount at maturity of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount at maturity of the
then outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes).

   Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

  . reduce the principal amount of Notes whose Holders must consent to an
    amendment, supplement or waiver,

  . reduce the Accreted Value or principal of or change the fixed maturity of
    any Note or alter the provisions with respect to the redemption of the
    Notes (other than provisions relating to the covenants described above
    under the caption "--Repurchase at the Option of Holders"),

  . reduce the rate of or change the time for payment of interest on any
    Note,

  . waive a Default or Event of Default in the payment of principal of or
    premium, if any, or interest on the Notes (except a rescission of
    acceleration of the Notes by the Holders of at least a majority in
    aggregate principal amount at maturity of the Notes and a waiver of the
    payment default that resulted from such acceleration),

  . make any Note payable in money other than that stated in the Notes,

  . make any change in the provisions of the Indenture relating to waivers of
    past Defaults or the rights of Holders of Notes to receive payments of
    principal of or premium, if any, or interest on the Notes,

  . waive a redemption payment with respect to any Note (other than a payment
    required by one of the covenants described above under the caption "--
    Repurchase at the Option of Holders"), or

  . make any change in the foregoing amendment and waiver provisions.

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