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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
Entire Document
 
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Mandatory Payment of Accrued Interest

   Prior to December 1, 2003, interest on the Notes will accrete at an annual
rate of 11 7/8% per annum, compounded semi-annually, but will not be paid until
December 1, 2003. On December 1, 2003, the Issuers will be required to redeem
an amount equal to $369.79 per $1,000 principal amount at maturity of each Note
then outstanding (the "Accreted Interest Redemption Amount") ($72,479,000 in
aggregate principal amount at maturity of the Notes, assuming all of the Old
Notes are exchanged in this exchange offer and all New Notes remain outstanding
on such date) on a pro rata basis at a redemption price of 100% of the
principal amount at maturity of the Notes so redeemed. The Accreted Interest
Redemption Amount represents (i) the excess of the aggregate accreted principal
amount of all Notes outstanding on December 1, 2003 over the aggregate issue
price thereof less (ii) an amount equal to one year's simple uncompounded
interest on the aggregate issue price of such Notes at a rate per annum equal
to the stated interest rate on the Notes.

Optional Redemption

   Except as described below, the Notes are not redeemable at the Issuers'
option prior to December 1, 2003. Thereafter, the Notes are subject to
redemption at any time at the option of the Issuers, in whole or in part, upon
not less than 30 nor more than 60 days notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest, if any, and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period
beginning on December 1 of the years indicated below:


<TABLE>
<CAPTION>
             Year                           Percentage
             ----                           ----------
             <S>                            <C>
             2003..........................  105.938%
             2004..........................  103.958%
             2005..........................  101.979%
             2006 and thereafter...........  100.000%
</TABLE>


   Notwithstanding the foregoing, at any time prior to December 1, 2001, the
Issuers may on any one or more occasions redeem up to 35% of the aggregate
principal amount at maturity of Notes originally issued under the Indenture at
a redemption price equal to 111.875% of the Accreted Value at the date of
redemption, plus Liquidated Damages, if any, to the redemption date, with the
Net Cash Proceeds of any Equity Offering and/or the Net Cash Proceeds of a
Strategic Equity Investment; provided that at least 65% of the aggregate
principal amount at maturity of Notes originally issued remain outstanding
immediately after each occurrence of such redemption; and provided, further,
that each such redemption shall occur within 45 days of the date of the closing
of such Equity Offering and/or Strategic Equity Investment.

   As used in the preceding paragraph, "Equity Offering" means any public or
private sale of Capital Stock of any of the Issuers or Avalon or any Subsidiary
of Avalon pursuant to which the Issuers together receive net proceeds of at
least $25.0 million, other than issuances of Capital Stock pursuant to employee
benefit plans or as compensation to employees; provided that to the extent such
Capital Stock is issued by Avalon or any Subsidiary of Avalon, the Net Cash
Proceeds thereof shall have been contributed to one or more of the Issuers in
the form of an equity contribution.

Selection and Notice

   If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which
the Notes are listed, or, if the Notes are not so listed, 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. Notices of redemption shall be mailed by first
class mail at least 30 but not more than 60 days before the redemption date to
each Holder of Notes to be redeemed at its registered address. Notices of
redemption may not be conditional. If any Note is to be redeemed in part only,
the notice of redemption that relates to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount
equal to the unredeemed portion

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