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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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corporation), or sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Issuers on a combined
basis in one or more related transactions, to another Person unless:
 
  .  such Issuer is the surviving corporation or the Person formed by or
     surviving any such consolidation or merger (if other than such Issuer)
     or to which such sale, assignment, transfer, conveyance or other
     disposition shall have been made is a Person organized or existing under
     the laws of the United States, any state thereof or the District of
     Columbia; provided that the Issuers agree that so long as the Notes are
     outstanding at least one of the Issuers shall be a corporation organized
     or existing under the laws of the United States, any state thereof or
     the District of Columbia;
 
  .  the Person formed by or surviving any such consolidation or merger (if
     other than such Issuer) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition shall have been made assumes
     all the obligations of such Issuer under the Notes and the Indenture
     pursuant to a supplemental indenture in a form reasonably satisfactory
     to the Trustee;
 
  .  immediately before and after such transaction no Default or Event of
     Default shall have occurred; and
 
  .  except in the case of a merger of such Issuer with or into a Restricted
     Subsidiary of such Issuer, the Issuer or the Person formed by or
     surviving any such consolidation or merger (if other than such Issuer),
     or to which such sale, assignment, transfer, conveyance or other
     disposition shall have been made, together with the surviving Issuers,
     will, immediately before and after such transaction after giving pro
     forma effect thereto and any related financing transactions as if the
     same had occurred at the beginning of the applicable quarter, be
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the test set forth in the first paragraph of covenant described above
     under the caption "--Incurrence of Indebtedness and Issuance of
     Preferred Stock."
 
   The Indenture also provides that none of the Issuers may, directly or
indirectly, lease all or substantially all of its properties or assets, in one
or more related transactions, to any other Person.
 
   Notwithstanding the foregoing, (a) any or all of the Issuers may merge or
consolidate with or transfer substantially all of its assets to an Affiliate
that has no significant assets or liabilities and was formed solely for the
purpose of changing the jurisdiction of organization of such Issuer or the form
of organization of such Issuer, provided that the amount of Indebtedness of
such Issuer and its Restricted Subsidiaries is not increased thereby and
provided, further, that the successor assumes all obligations of such Issuer
under the Indenture and the Registration Rights Agreement and (b) nothing in
this section shall be deemed to prevent the consummation of the Reorganization.
 
   Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties
or assets of the Issuers in accordance with this covenant, the successor
corporation formed by such consolidation or into or with which an Issuer or
Issuers are merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted
for and may exercise every right and power of such Issuer or Issuers under the
Indenture with the same effect as if such successor Person had been named as
such Issuer or Issuers therein (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of the Indenture referring to the "Issuers" shall refer instead to
the successor corporation and not to such Issuer or Issuers), and may exercise
every right and power of such Issuer or Issuers under the Indenture with the
same effect as if such successor Person had been named as such Issuer or
Issuers therein; provided, however, that the predecessor Issuer shall not be
relieved from the obligation to pay the principal of and interest on the Notes
except in the case of a sale, assignment, transfer, conveyance or other
disposition of all or substantially all of the properties or assets of the
Issuers on a combined basis that meets the requirements of this covenant.
 
 Transactions with Affiliates
 
   The Issuers will not, and will not permit any of their Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any properties or assets to, or purchase any property or assets
from, or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or Guarantee
 
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