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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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          (e) The Initial Purchasers confirm and the Issuers acknowledge that
the last paragraph on the cover page, the stabilization legend on page iii, and
the second, third, fifth, sixth, ninth, tenth, eleventh and twelfth paragraphs
of the section entitled "Plan of Distribution" constitute the only information
concerning the Initial Purchasers furnished in writing to the Issuers by or on
behalf of the Initial Purchasers specifically for inclusion in the Preliminary
Offering Memorandum or the Offering Memorandum.

          9.  Termination. The obligations of the Initial Purchasers hereunder
may be terminated by Lehman Brothers Inc. by notice given to any of the Issuers
prior to delivery of and payment for the Initial Notes if, prior to that time,
any of the events described in Sections 7(l), 7(n) or 7(o) shall have occurred
or if the Initial Purchasers shall decline to purchase the Initial Notes for any
reason permitted under this Agreement.

          10. Reimbursement of Initial Purchasers' Expenses. If the Issuers
shall fail to tender the Initial Notes for delivery to the Initial Purchasers by
reason of any failure, refusal or inability on the part of the Issuers to
perform any agreement on their part to be performed, or because any other
condition of the Initial Purchasers' obligations hereunder required to be
fulfilled by the Issuers is not fulfilled, the Issuers will reimburse the
Initial Purchasers for all reasonable and documented out-of-pocket expenses
(including the fees and disbursements of their counsel) incurred by the Initial
Purchasers in connection with this Agreement and the proposed purchase of the
Initial Notes, and upon demand the Issuers shall pay the full amount thereof to
Lehman Brothers Inc.

          11. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

          (a) If to the Initial Purchasers, shall be delivered or sent by mail,
telex or facsimile transmission to Lehman Brothers Inc., Three World Financial
Center, New York, New York 10285, Attention: Syndicate Department (Fax: 212-526-
6588), with a copy to Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017, Attention: John B. Tehan, Esq. (Fax: 212-455-2502); and

          (b) If to Issuers shall be delivered or sent by mail, telex or
facsimile transmission to Avalon Cable LLC, 201 East 69th Street, Suite PH-G,
New York, New York, 10021, Attention: President (Fax 212-501-8695), with a copy
to Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois 60601,
Attention: Jill Sugar Factor, Esq. (Fax 312-861-2200).

          Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof. The Issuers shall be entitled to act and rely
upon any request, consent, notice or agreement given or made on behalf of the
Initial Purchasers. Any notice of a change of address or facsimile transmission
number must be given by the Issuers or by the Initial Purchasers, as the case
may be, in writing, at least three days in advance of such change.

          12. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Initial Purchasers and their
successors. This