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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
Entire Document
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 thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the redemption date,
interest ceases to accrue on Notes or portions of them called for redemption.
Mandatory Redemption
   Except as set forth below under "Repurchase at the Option of Holders," the
Issuers are not required to make mandatory redemption or sinking fund payments
with respect to the Notes.
Repurchase at the Option of Holders
 Change of Control
   Upon the occurrence of a Change of Control, each Holder of Notes will have
the right to require the Issuers to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of such Holder's Notes pursuant to a Change of
Control Offer (as defined below) at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the date of purchase (or, in the case of
repurchases of Notes prior to the Full Accretion Date, at a purchase price
equal to 101% of the Accreted Value thereof as of the date of purchase)
(collectively, the "Change of Control Payment"). Within 20 days following any
Change of Control, the Issuers will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offer (a
"Change of Control Offer") to repurchase Notes on the date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by the Indenture and described in such
notice. The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.
   On the Change of Control Payment Date, the Issuers will, to the extent
  . accept for payment all Notes or portions thereof properly tendered
    pursuant to the Change of Control Offer,
  . deposit with the Paying Agent an amount equal to the Change of Control
    Payment in respect of all Notes or portions thereof so tendered and
  . deliver or cause to be delivered to the Trustee the Notes so accepted
    together with an Officers' Certificate stating the aggregate principal
    amount at maturity of Notes or portions thereof being purchased by the
The Paying Agent will promptly mail to each Holder of Notes so tendered the
Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof. The Indenture provides that,
prior to complying with the provisions of this covenant, but in any event
within 90 days following a Change of Control, the Issuers will either repay all
outstanding senior Indebtedness or obtain the requisite consents, if any, under
all agreements governing outstanding senior Indebtedness to permit the
repurchase of Notes required by this covenant. The Issuers will publicly
announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.
   The Credit Facility and the indenture governing the Senior Subordinated
Notes limit the ability of the Issuers to purchase any Notes and provides that
certain change of control events with respect to the Issuers, the Company
Issuers or Avalon would constitute a default thereunder. Any future credit
agreements or other agreements relating to Indebtedness to which the Issuers or
the Company Issuers become a party may contain similar restrictions and
provisions. In the event a Change of Control occurs at a time when the Issuers