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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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Purchasers against payment therefor in accordance with the terms hereof, will
have been validly issued and delivered, and will constitute valid and binding
obligations of the Issuers entitled to the benefits of the Indenture,
enforceable against the Issuers in accordance with their terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights generally from time
to time in effect and to general principals of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether in a proceeding in equity or at law).

          (j)  The New Notes have been duly and validly authorized by the
Issuers and if and when duly issued and authenticated in accordance with the
terms of the Indenture and, assuming due authentication of the New Notes by the
Trustee, upon delivery in accordance with the Exchange Offer provided for in the
Registration Rights Agreement, will constitute valid and binding obligations of
the Issuers entitled to the benefits of the Indenture, enforceable against the
Issuers in accordance with their terms (subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws affecting creditors' rights generally from time to time in effect and to
general principals of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
in a proceeding in equity or at law).

          (k)  All the limited liability company units of the Companies and all
the shares of Avalon Finance outstanding prior to the issuance of the Initial
Notes have been duly authorized and validly issued and are fully paid and
nonassessable, and the authorized capitalization of each of the Issuers conforms
in all material respects to the description thereof under the caption "Security
Ownership of Certain Beneficial Owners and Management" in the Offering
Memorandum.

          (l)  None of the Issuers nor any of their subsidiaries own capital
stock or other equity interests of any corporation or entity other than as
disclosed in the Offering Memorandum (other than a subsidiary organized for
purposes of the Mercom Acquisition and subsidiaries of Mercom).  Each of the
subsidiaries is a limited liability company or corporation duly formed or
incorporated, as the case may be, and validly existing and in good standing
under the laws of the jurisdiction of its formation or incorporation, as the
case may be, with all requisite corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the Offering
Memorandum, and is duly registered and qualified to conduct its business and is
in good standing in each jurisdiction or place where the nature of its
properties or the conduct of its business requires such registration or
qualification, except where the failure to so register or qualify or be in good
standing would not have a Material Adverse Effect.  All the outstanding shares
of capital stock of each of the Issuers' subsidiaries have been duly authorized
and validly issued, are fully paid and nonassessable, and are wholly owned by
the Issuers directly, or indirectly through one of its other subsidiaries, free
and clear of any lien, adverse claim, security interest, equity or other
encumbrance, except as specifically described in the Offering Memorandum
(including the pledges under the Credit Facility).