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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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 Sale or Issuance of Capital Stock of Restricted Subsidiaries
 
   Other than pursuant to the Reorganization, the Issuers:
 
  .  will not, and will not permit any of their Restricted Subsidiaries to,
     transfer, convey, sell, lease or otherwise dispose of any Equity
     Interests in any such Restricted Subsidiary to any Person (other than an
     Issuer or a Restricted Subsidiary of an Issuer), unless (a)(1) such
     transfer, conveyance, sale, lease or other disposition is of all the
     Equity Interests in such Restricted Subsidiary or after giving effect
     thereto, such Restricted Subsidiary will still constitute a Restricted
     Subsidiary and (b) the Net Cash Proceeds from such transfer, conveyance,
     sale, lease or other disposition are applied in accordance with the
     covenant described above under the caption "Repurchase at the Option of
     Holders--Asset Sales," and
 
  .  will not permit any of their Restricted Subsidiaries to issue any of its
     Equity Interests (other than, if necessary, shares of its Capital Stock
     constituting directors' qualifying shares) to any Person other than to
     such Issuer or a Wholly Owned Restricted Subsidiary of such Issuer if,
     after giving effect thereto, such Restricted Subsidiary will not be a
     direct or indirect Subsidiary of an Issuer.
 
 Reports
 
   The Indenture provides that whether or not the Issuers are required by the
rules and regulations of the Commission, so long as any Notes are outstanding,
the Issuers, on a combined consolidated basis, will furnish to each of the
Holders of Notes:
 
  .  quarterly and annual financial statements substantially equivalent to
     financial statements that would have been included in a filing with the
     Commission on Forms 10-Q and 10-K if the Issuers were required to file
     such financial information, including a "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" that
     describes the financial condition and results of operations of the
     Issuers and, with respect to the annual information only, reports
     thereon by the Issuers' independent public accountants (which shall be
     firm(s) of established national reputation) and
 
  .  all information that would be required to be filed with the Commission
     on Form 8-K if the Issuers were required to file such reports.
 
   All such information and reports shall be provided on or prior to the dates
on which such filings would have been required to be made had such Issuer been
subject to the rules and regulations of the Commission. In addition, the
Issuers shall make such information available to securities analysts and
prospective investors upon request. For so long as any Notes remain
outstanding, the Issuers shall furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
 
Events of Default and Remedies
 
   The Indenture provides that each of the following constitutes an Event of
Default:
 
  .  default for 30 days in the payment when due of interest on, or
     Liquidated Damages with respect to, the Notes;
 
  .  default in payment when due of the Accreted Value of or the principal of
     or premium, if any, on the Notes;
 
  .  failure by any of the Issuers or any of their Restricted Subsidiaries to
     comply with the provisions described under the captions "--Restricted
     Payments," "--Incurrence of Indebtedness and Issuance of Preferred
     Stock" or "--Merger Consolidation or Sale of Assets";
 
  .  failure by any of the Issuers or any of their Restricted Subsidiaries
     for 30 days after notice to comply with the provisions described under
     the captions "Repurchase at the Option of Holders--Asset Sales" or
     "Repurchase at the Option of Holders--Change of Control";
 
  .  failure by any of the Issuers or any of their Restricted Subsidiaries
     for 60 days after notice to comply with any of its other agreements in
     the Indenture or the Notes;
 
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