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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
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outstanding at December 31, 1998 which is the credit facility, a hypothetical
100 basis point increase in interest rates would increase interest expense by
approximately $1.4 million for a year for each issuer.     
   The issuers are holding companies with no significant assets other than
their investment in their operating subsidiaries. The primary source of funds
to the issuers will be dividends and other advances and transfers from their
operating subsidiaries. The ability of the issuers' operating subsidiaries to
make dividends and other advances and transfers of funds, including funds
required to pay interest on the new notes when due, is subject to certain
restrictions under the credit facility, the indenture governing the senior
subordinated notes and other agreements to which they become a party. A payment
default under the indenture governing the senior subordinated notes would
constitute an event of default under the credit facility, and could result in
the acceleration of the indebtedness thereunder.
   The credit facility, the indenture governing the old notes and the new
notes, and the senior subordinated note indenture contain financial and other
covenants that restrict, among other things, the ability of the issuers and
their operating subsidiaries and certain of their affiliates:
  . to incur additional indebtedness,
  . incur liens,
  . pay dividends or make certain other restricted payments,
  . consummate certain asset sales,
  . enter into certain transactions with affiliates,
  . merge or consolidate with any other person or
  . sell, assign, transfer, lease, convey or otherwise dispose of all or
    substantially all of our assets.
   Such limitations, together with our highly leveraged nature, could limit the
corporate and operating activities of the issuers in the future, including the
implementation of our growth strategy. See "Risk Factors--Our substantial
indebtedness could make us unable to service our indebtedness and meet our
other requirements and could adversely affect our financial health."
   We believe that cash generated from operations and borrowings expected to be
available under the credit facility will be sufficient to meet our debt
service, capital expenditure and working capital requirements for the
foreseeable future. We will require additional financing if our plans
materially change in an adverse manner or prove to be materially inaccurate, or
if we engage in any significant acquisitions. We cannot assure you that this
financing, if permitted under the terms of the indenture governing the old
notes and the new notes or other then applicable agreements, will be available
on terms acceptable to us or at all. For additional information, please refer
to the "Risk Factors" section of this prospectus.
   As discussed under the heading "Recent Developments" below, we have signed
an agreement with Charter Communications, Inc. under which Charter
Communications agreed to purchase for cash all of the equity interests in our
company and assume and repay our outstanding debt. The completion of this
transaction would cause an event of default under our credit facility. Our
agreement with Charter Communications requires that it either pay all amounts
due under the credit facility at the time the acquisition is completed or cause
the event of default arising from its acquisition be waived. The consummation
of the Charter Communications transaction would also constitute a change of
control under the indenture governing the notes. As a result, the issuers will
be required to offer to repurchase the notes from each holder at an offer price
in cash equal to 101% of the accreted value of the notes plus accrued and
unpaid interest and liquidated damages thereon to the date of purchase. The
amount of cash that the issuers will need to repurchase the notes from holders
upon a change of control will depend upon the number of holders that accept the
issuers' offer to repurchase such notes. To the extent that the issuers have
insufficient funds to repurchase all of the notes for which their offers to
repurchase the notes are accepted by holders, (1) the issuers must borrow funds
to repurchase such notes and/or (2) Charter Communications will need to
contribute equity to the issuers. Charter Communications has