(1) incurred the debt with the intent of hindering, delaying or
defrauding current or future creditors; or
(2) received less than fair consideration or reasonably equivalent value
for incurring the debt and
. was insolvent or was rendered insolvent by reason of the incurrence
of the debt,
. was engaged, or about to engage, in a business or transaction for
which its remaining assets were unreasonably small or
. intended to incur, believed or should have believed, it would incur
debts beyond its ability to pay as the debts mature,
then, in each case, a court could void all or a portion of the issuer's
obligations to you as a holder of the new notes, or subordinate the issuer's
obligations to the holders to other debt of the issuer, as the case may be.
This result would entitle other creditors to be paid in full before any payment
could be made on your notes, and possibly allow other creditors to invalidate
your notes. In that event, we could not assure you that you would ever recover
any repayment on your notes.
The definition of insolvency for purposes of the foregoing will vary
depending upon the law applied. Generally, however, an issuer would be
considered insolvent if:
. the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets; or
. the present fair saleable value of its assets was less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
. it could not pay its debts as they mature.
We believe that, for the above purposes, the old notes were issued and are
being exchanged without the intent to hinder, delay or defraud creditors, and
for proper purposes and in good faith. We also believe that after the issuance
and exchange of the notes and the application of their proceeds, the issuers
will be solvent, will have sufficient capital for carrying on their business
and will be able to pay their debts as they mature. We can give no assurance,
however, what standard a court would apply in reviewing the transactions or
that a court would agree with our conclusion.
We do not maintain insurance on our underground cable plant and thus damage to
our cable plant could have a material adverse effect on our business.
As is typical in the cable television industry, we do not maintain insurance
covering our underground cable plant. Therefore, the loss of or damage to a
significant portion of our cable plant or other uninsured properties could have
a material adverse effect on us.
Because the new notes will bear original issue discount, holders generally will
have taxable income arising from the new notes in advance of receiving related
The new notes will bear original issue discount for federal income tax
purposes. Consequently, holders of the new notes generally will be required to
include amounts in gross income for federal income tax purposes in advance of
receipt of the cash payments to which the income is attributable. Please see
the "Certain United States Federal Income Tax Considerations" section of this
prospectus for a more detailed discussion of the federal income tax
consequences of the purchase, ownership and disposition of the new notes.
If the issuers cannot deduct some of the interest on the new notes, there could
be a material adverse effect on our financial condition due to the additional
Although unlikely, it is possible that the new notes will constitute
"applicable high yield discount obligations" for federal income tax purposes.
Should the new notes be applicable high yield discount