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To: Candle stick who wrote (4460)	5/18/1998 12:56:00 PM
From: Jan Crawley	Read Replies (1) \| Respond to of 164684

It's 87 1/4 now. Very weak!! Yhoo is weak also> :))

To: Candle stick who wrote (4460)	5/18/1998 7:48:00 PM
From: Brad Davies	Respond to of 164684

CS, the following is taken from the latest 10Q describing the terms of the debt offering. Unfortunatley I couldn't find the full 10Q to see the actual indenture. It appears to me that the debt can only be redeemed at a premium of some kind (ie for more than the principal and accrued interest). I think the size of that premium would be very telling. It also appears to me from this synopsis that there are some restrictive covenants in the deal. If, for example the indenture requires that the company meet certain financial ratios, and the cosequence of failing to meet those ratios is acceleration of the debt together with a premium, that would be potentially very dangerous. Have you looked at the actual indenture? "The Senior Discount Notes are redeemable, at the option of the Company, in whole or in part, at any time on or after May 1, 2003, at the redemption prices set forth in the Indenture for the Senior Discount Notes (the "Indenture"), plus accrued interest, if any, to the date of redemption. At any time prior to May 1, 2001, the Company also may redeem up to 35% of the aggregate principal amount at maturity of the Senior Discount Notes with the proceeds of one or more sales of Capital Stock (as defined in the Indenture) (other than Disqualified Stock (as defined in the Indenture)), at 110 % of their Accreted Value (as defined in the Indenture) on the redemption date, plus accrued and unpaid interest, if any, to the date of redemption; provided that after any such redemption at least 65% of the aggregate principal amount at maturity of Senior Discount Notes originally issued remains outstanding. In addition, at any time prior to May 1, 2003, the Company may redeem all, but not less than all, of the Senior Discount Notes at a redemption price equal to the sum of (i) the Accreted Value (as defined in the Indenture) on the redemption date, plus (ii) accrued and unpaid interest, if any, to the redemption date, plus (iii) the Applicable Premium (as defined in the Indenture). Upon a Change of Control (as defined in the Indenture), the Company will be required to make an offer to purchase the Senior Discount Notes at a purchase price equal to 101% of their Accreted Value on the date of purchase, plus accrued interest, if any. There can be no assurance that the Company will have sufficient funds available at the time of any Change of Control to make any required debt repayment (including repurchases of the Senior Discount Notes). The Senior Discount Notes are and will be senior unsecured indebtedness of the Company ranking pari passu with the Company's existing and future unsubordinated, unsecured indebtedness and senior in right of payment to all subordinated indebtedness of the Company. The Senior Discount Notes are and will be effectively subordinated to all secured indebtedness and to all existing and future liabilities of the Company's subsidiaries, including trade payables. As of December 31, 1997, as adjusted for the offering of the Senior Discount Notes and application of the net proceeds therefrom, the Company would have had $3.2 million of indebtedness outstanding (other than the Senior Discount Notes), all of which would have been secured indebtedness. The Indenture contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries (as defined in the Indenture) to incur indebtedness, pay dividends, prepay subordinated indebtedness, repurchase capital stock, make investments, create liens, engage in transactions with stockholders and affiliates, sell assets and engage in mergers and consolidations. However, these limitations are subject to a number of important qualifications and exceptions.