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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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defeased or refunded (plus the amount of reasonable fees and expenses incurred
in connection therewith); (B) for Indebtedness other than Indebtedness incurred
pursuant to the Credit Facility, such Permitted Refinancing Indebtedness has a
final maturity date the same as or later than the final maturity date of, and
has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; (C) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Senior Discount Notes, such Permitted Refinancing Indebtedness
has a final maturity date later than the final maturity date of, and is
subordinated in right of payment to, the Senior Discount Notes on terms at least
as favorable to the Holders of Senior Discount Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and (D) such Indebtedness is incurred either by
the Issuer or the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded or by the
parent company of such obligor.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental Authority or any other entity.

          "Principal" means (i) Permitted Investors and (ii) the members of
management of the Issuers or any of the Subsidiaries of the Issuers as of the
Issue Date, in each case, together with any spouse or immediate family member
(including adoptive children), estate, heirs, executors, personal
representatives and administrators of such Person.

          "Private Placement Legend" means the legend set forth in Section
2.6(g)(i) to be placed on all Senior Discount Notes issued under this Indenture
except where otherwise permitted by the provisions of this Indenture.

          "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of December 10, 1998, by and among the Issuers and the
Initial Purchasers, as such agreement may be amended, modified or supplemented
from time to time.

          "Regulation S" means Regulation S promulgated under the Securities
Act.

          "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

          "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.