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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
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other obligations received by such Issuer or any such Restricted Subsidiary
from such transferee that are promptly converted by such Issuer or such
Restricted Subsidiary into cash (to the extent of the cash received), shall be
deemed to be cash for purposes of the foregoing and the next paragraph.
 
   Notwithstanding the immediately preceding paragraph, the Issuers and their
Restricted Subsidiaries will be permitted to consummate an Asset Sale without
complying with the prior paragraph if:
 
  . such Issuer or such Restricted Subsidiary receives consideration at the
    time of such Asset Sale at least equal to the fair market value of the
    assets or other property sold, issued or otherwise disposed of (as
    evidenced by a resolution of its Board of Directors, which shall be
    conclusive, set forth in an Officers' Certificate delivered to the
    Trustee) and
 
  . at least 75% of the consideration for such Asset Sale constitutes a
    controlling interest in a Permitted Business, assets used or useful in a
    Permitted Business and/or cash or Cash Equivalents;
 
provided that any cash (other than any amount deemed cash under clause (ii) (x)
of the preceding paragraph) or Cash Equivalents received by such Issuer or such
Restricted Subsidiary in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Cash Proceeds subject to
the provisions of the next paragraph.
 
   Within 360 days after the receipt of any Net Cash Proceeds from an Asset
Sale, the Issuer or such Restricted Subsidiary, as the case may be, may apply
such Net Cash Proceeds, at its option, (a) to repay Indebtedness of the Company
Issuers (and to correspondingly permanently reduce the commitments with respect
thereto under the Credit Facility) or (b) to the acquisition of a controlling
interest in a Permitted Business, the making of a capital expenditure or the
acquisition of assets used or useful in a Permitted Business. Pending the final
application of any such Net Cash Proceeds, the Issuers or such Restricted
Subsidiary, as the case may be, may temporarily reduce revolving credit
borrowings or otherwise invest such Net Cash Proceeds in any manner that is not
prohibited by the Indenture. Any Net Cash Proceeds from Asset Sales that are
not applied or invested as provided in the first sentence of this paragraph
within the applicable period shall be deemed to constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers
shall be required, to the extent permitted by the Senior Subordinated Note
Indenture, to make an offer to all Holders of Notes and all holders of other
pari passu Indebtedness of the Issuers containing provisions similar to those
set forth in the Indenture with respect to offers to purchase or redeem with
the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes and such other pari passu Indebtedness of the Issuers
that may be purchased out of the Excess Proceeds, at an offer price in cash in
an amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the date of repurchase (or,
in the case of repurchases of Notes prior to the Full Accretion Date, at a
purchase price equal to 100% of the Accreted Value thereof as of the date of
repurchase), in accordance with the procedures set forth in the Indenture and
such other Indebtedness. To the extent that any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Issuers may use such Excess Proceeds
for any purpose not otherwise prohibited by the Indenture (including as
provided in the next paragraph). If the aggregate principal amount at maturity
or Accreted Value (as applicable) of Notes and such other Indebtedness tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
shall select the Notes and such other Indebtedness to be purchased on a pro
rata basis, by lot or by any other customary method; provided that no Notes of
$1,000 or less shall be redeemed in part. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.
 
   If any of the Issuers is, or may be, required to make an Asset Sale Offer,
the Company Issuers may be required to make a similar offer to purchase the
Senior Subordinated Notes (and pari passu Indebtedness) from the holders
thereof. In such event, the Issuers and the Company Issuers may make
simultaneous similar offers to purchase the Notes (and any pari passu
Indebtedness containing similar provisions) and the Senior Subordinated Notes
(and pari passu Indebtedness), respectively. If such simultaneous offers are
made, the Excess Proceeds shall first be utilized to redeem any Senior
Subordinated Notes (and pari passu Indebtedness) tendered pursuant to such
offer by the Company Issuers. To the extent that any Excess Proceeds are
remaining after such offer by the Company Issuers, such remaining Excess
Proceeds shall be utilized to redeem a pro rata portion of the Notes and any
pari passu Indebtedness containing similar provisions.
 
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