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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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               (i)   FIRST, to the payment of the Company's debts and
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                     obligations to its creditors, including sales commissions
                     and other expenses incident to any sale of the assets of
                     the Company.

               (ii)  SECOND, to the establishment of and additions to such
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                     reserves as the Managers deem necessary or appropriate.

               (iii) THIRD, to the Unitholders, pro rata in accordance with
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                     their positive Capital Account balances. In the case of a
                     liquidation of the Company pursuant to this Section 10.2,
                     prior to the distribution of the proceeds of liquidation,
                     the Capital Accounts of the Unitholders shall first be
                     revalued and adjusted pursuant to the provisions of
                     Treasury Regulation Sections 1.704-1(b)(2)(iv)(e)-(g).

     The reserves established pursuant to clause (ii) above will be paid over by
     the Liquidator to a bank or other financial institution, to be held in
     escrow for the purpose of paying any contingent or unforeseen liabilities
     or obligations and, at the expiration of such period as the Managers deem
     advisable, such reserves will be distributed to the Unitholders in
     accordance with Section 7.1.

          (c)  The Members which own Class B-2 Units shall in connection with
     the liquidation of the Company be liable for the repayment to the Company,
     in cash, of the amount (if any) by which the balance in such Member's
     Capital Account is less than zero. Any such repayment shall be made before
     the later of: (i) the end of the taxable year in which the date of the
     liquidation of the Company occurs; or (ii) the 90th day after the date of
     the liquidation of the Company. For purposes of this Section 10.2(c), the
     date of the liquidation of the Company shall be the earlier of: (x) the
     date the Company is terminated under Section 708(b)(1)(B) of the Code as a
     result of transfers of 50% or more of the capital or profits interests in
     the Company within a 12-month period; or (y) the date on which the Company
     has ceased to be a going concern. In addition, for the purposes of this
     Section 10.2(c), the Company shall not be deemed to have ceased to be going
     concern until it has sold, distributed or otherwise disposed of
     substantially all of its assets. Amounts returned to the Company pursuant
     to this Section 10.2(c) by the Members which own Class B-2 Units shall be
     paid to creditors of the Company or distributed to the other Members in
     accordance with the positive balances in such other Members' Capital
     Accounts.

          (d)  DISTRIBUTION IN KIND.  The provisions of Section 10.2(b) which
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     require the liquidation of the assets of the Company notwithstanding, but
     subject to the order of priorities set forth in Section 10.2(b), if upon
     dissolution of the Company the Managers and Members which own a majority of
     the Class A Units held by Members determine that an immediate sale of part
     or all of the Company's assets would be impractical or could cause undue
     loss to the Unitholders, then the Managers may, only with the consent of
     the Members which own a majority of the Class A Units held by Members,
     defer the liquidation of any

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