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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
Entire Document
 
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   "Mercom Intercompany Loan" means the Term Credit Agreement between Mercom
and Cable Michigan, Inc. originally dated as of November 26, 1989, amended and
restated as of August 16, 1995, further amended and restated as of September
29, 1997 and as may be further amended from time to time; provided that any
such further amendment shall not modify the Mercom Intercompany Loan as in
effect as of September 29, 1997 in any material respect, taken as a whole,
adverse to the Issuers and their Subsidiaries or the Trustee or the Holders.
 
   "Mercom Management Agreement" means the Management Agreement between Mercom
and Cable Michigan, Inc. dated as of January 1, 1997, as may be amended from
time to time; provided that any such amendment shall not modify the Mercom
Management Agreement as in effect as of January 1, 1997 in any material
respect.
 
   "Merger" means the merger of Avalon Cable Michigan, Inc. with and into Cable
Michigan, Inc.
 
   "Net Cash Proceeds" means (a) with respect to any Asset Sale, the aggregate
cash proceeds or Cash Equivalents received by the Issuers or any of their
Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any non-
cash consideration received in any Asset Sale), net of (i) all costs relating
to such Asset Sale (including, without limitation, legal, accounting,
investment banking and brokers fees, and sales and underwriting commissions)
and any relocation expenses incurred as a result thereof, taxes paid or payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), (ii) any reserve established in
accordance with GAAP or amounts deposited in escrow for adjustment in respect
of the sale price of such asset or assets or for indemnities with respect to
any Asset Sale (provided that such amounts shall be Net Cash Proceeds to the
extent and at the time released or not required to be reserved) and (iii)
amounts required to be applied to the repayment of Indebtedness secured by a
Lien which is expressly permitted hereunder on any asset that is the subject of
such Asset Sale and (b) with respect to transactions or events other than Asset
Sales, the aggregate cash proceeds or Cash Equivalents received by the Issuers
or any of their Restricted Subsidiaries in connection therewith less the
reasonable fees, commissions and other out-of-pocket expenses incurred by the
Issuers or any of their Restricted Subsidiaries in connection with such
transaction or event and less any taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax
sharing arrangements).
 
   "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (b)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary gain (but not loss),
together with any related provision for taxes on such extraordinary gain (but
not loss).
 
   "Non-Recourse Debt" means Indebtedness (i) as to which none of the Issuers
nor any of their Restricted Subsidiaries (a) provides credit support of any
kind (including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise) or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any Indebtedness (other than the
Notes being offered hereby) of any of the Issuers or their Restricted
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity; and
(iii) as to which the lenders have been notified in writing that they will not
have any recourse to the stock or assets of any of the Issuers or their
Restricted Subsidiaries.
 
   "Obligations" means any principal, premium, if any, interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to any Issuer or any of their Restricted
 
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