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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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(excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (vii),
(viii), (ix), (x), (xi), (xii) and (xiii) of the next succeeding paragraph), is
less than the sum of (i)(A) 100% of the aggregate Consolidated Cash Flow of the
Issuers (or, in the event such Consolidated Cash Flow shall be a deficit, minus
100% of such deficit) accrued for the period beginning on the first day of the
Issuers' first fiscal quarter commencing after the Issue Date and ending on the
last day of the Issuers' most recent calendar month for which financial
information is available to the Issuers ending prior to the date of such
proposed Restricted Payment, taken as one accounting period, less (B) 1.4 times
Consolidated Interest Expense for the same period, plus (ii) 100% of the
aggregate Net Cash Proceeds received by the Issuers as a contribution to the
equity capital of the Issuers or from the issue or sale since the Issue Date of
Equity Interests of the Issuers (other than Disqualified Stock), or of
Disqualified Stock or debt securities (including the ABRY Subordinated Debt) of
the Issuers that have been converted into such Equity Interests (other than
Equity Interests (or Disqualified Stock or convertible debt securities) sold to
a Restricted Subsidiary of the Issuers and other than Disqualified Stock or
convertible debt securities that have been converted into Disqualified Stock),
plus (iii) to the extent that any Restricted Investment that was made after the
Issue Date is sold for cash or otherwise liquidated or repaid for cash, the
amount of such Net Cash Proceeds plus (iv) to the extent that any Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary after the Issue Date, the
fair market value of the Investment of the applicable Issuer or Restricted
Subsidiary of such Issuer in such Subsidiary as of the date of such
redesignation.

          The foregoing provisions shall not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of the
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any Indebtedness of any of the Issuers which is subordinated to
the Senior Discount Notes or Equity Interests of any of the Issuers in exchange
for, or out of the Net Cash Proceeds of the substantially concurrent sale (other
than to a Restricted Subsidiary of any of the Issuers) of, other Equity
Interests of any of the Issuers (other than any Disqualified Stock) or capital
contributions to any of the Issuers; provided that the amount of any such Net
Cash Proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (c) (ii) of the
preceding paragraph; (iii) the defeasance, redemption, repurchase or other
acquisition of Indebtedness of any of the Issuers which is subordinated to the
Senior Discount Notes with the Net Cash Proceeds from an incurrence of Permitted
Refinancing Indebtedness; (iv) the payment of any dividend or distribution by a
Restricted Subsidiary of any of the Issuers to the holders of its common Equity
Interests so long as the applicable Issuer or such Restricted Subsidiary
receives at least its pro rata share of such dividend or distribution in
accordance with its Equity Interests; (v) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of any of the
Issuers or the payment of a dividend to any Affiliates of the Issuers to effect
the repurchase, redemption, acquisition or retirement of an Affiliate's equity
interest, that are held by any member of any of the Issuers' (or any of their
respective Restricted Subsidiaries) management pursuant to any management equity
subscription or purchase agreement or stock option agreement or similar
agreement; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests shall not exceed $2 million in
any