In addition, all holders of Registrable Securities (as defined in the
Registration Agreement) will have unlimited "piggyback" registration rights,
which, subject to certain terms and conditions, entitle them to include their
registrable equity securities in any registration of securities by Avalon
(other than registrations on form S-4 or Form S-8).
All expenses incident to a Demand Registration, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, fees of counsel for Avalon and
the holders of registrable securities and all independent certified public
accountants and underwriters, will be borne by us.
Avalon Holdings Securities Purchase Agreement
Avalon, Avalon Holdings, Avalon Cable of Michigan Holdings, Inc. ("Michigan
Holdings") and Avalon Cable of New England Holdings, Inc. ("Avalon New England
Holdings"), Avalon Michigan Inc. and Avalon Investors are parties to an Amended
and Restated Securities Purchase Agreement dated as of March 26, 1999 (the
"Avalon Holdings Securities Purchase Agreement"). Pursuant to the Avalon
Holdings Securities Purchase Agreement, Avalon Holdings sold to Avalon
Investors, and Avalon Investors purchased from Avalon Holdings, all of the
outstanding Class A Units issued by Avalon Holdings for $45.0 million in cash.
In addition, pursuant to the Avalon Holdings Securities Purchase Agreement, on
March 26, 1999, Avalon Michigan Inc. transferred to Avalon Holdings, and Avalon
Holdings assumed from Avalon Michigan Inc., all right, title and interest of
Avalon Michigan Inc. in substantially all of its assets and liabilities in
exchange for 510,994 Class B-2 Units issued by Avalon Holdings. Avalon Holdings
then transferred these assets and liabilities to Avalon Michigan LLC. These
transfers of assets and liabilities were part of the Reorganization.
Avalon Holdings Members Agreement
Avalon Holdings, ABRY III, Avalon, Avalon New England Holdings, Avalon
Michigan Inc., Michigan Holdings and Avalon Investors are parties to an Amended
and Restated Members Agreement dated as of
March 26, 1999 (the "Avalon Holdings Members Agreement"). The Avalon Holdings
Members Agreement contains:
. certain "co-sale" rights exercisable by Avalon Investors in the event of
certain sales by ABRY III, Avalon and their affiliates,
. certain "drag along" sale rights exercisable by Avalon and its affiliates
in the event of an Approved Company Sale (as defined in the Avalon
Holdings Members Agreement),
. certain restrictions on transfers by interest holders in Avalon Holdings
. certain "pre-emptive rights" provisions and
. obligations to enter into a Registration Rights Agreement immediately
before an initial public offering.
Avalon Michigan Inc. and Michigan Holdings became parties to the Avalon
Holdings Members Agreement as part of the Reorganization. The Avalon Holdings
Members Agreement terminates upon the first sale of securities of Avalon
Holdings or a successor entity to the public with proceeds of more than $50
ABRY Management and Consulting Services Agreement
Pursuant to a Management Agreement between ABRY and Avalon dated as of May
29, 1998 (the "Management Agreement"), ABRY is entitled to a management fee
when, and if, it provides certain advisory and management consulting services
to us. We anticipate that any such management fee, if incurred, would be
$200,000 per annum plus reimbursable expenses.
Cable Michigan Equity Ownership
As of the date of our merger with Cable Michigan, Mr. Unger and Mr. Cohen
owned 5,000 shares and 2,000 shares of Cable Michigan common stock,
respectively, which were purchased at prices substantially below the $40.50
price per share paid in the merger. These shares were purchased by Messrs.
Cohen and Unger in their individual capacities and before the commencement of
the discussions leading to the merger.