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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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                                                                     EXHIBIT 4.4
________________________________________________________________________________

________________________________________________________________________________


                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of December 10, 1998

                                     Among

                                AVALON CABLE LLC

                    AVALON CABLE OF MICHIGAN HOLDINGS, INC.

                      AVALON CABLE HOLDINGS FINANCE, INC.

                                   as Issuers

                                      and

                              LEHMAN BROTHERS INC.

                                BARCLAYS CAPITAL

                             as Initial Purchasers

________________________________________________________________________________

________________________________________________________________________________


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                               TABLE OF CONTENTS
                               -----------------


<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.   Definitions.............................................................  1

2.   Securities Subject to This Agreement....................................  3

3.   Registered Exchange Offer...............................................  3

4.   Shelf Registration......................................................  5

5.   Liquidated Damages......................................................  6

6.   Registration Procedures.................................................  7

7.   Registration Expenses................................................... 14

8.   Indemnification and Contribution........................................ 15

9.   Rule 144A............................................................... 17

10.  Participation in Underwritten Registrations............................. 17

11.  Selection of Underwriters............................................... 18

12.  Miscellaneous........................................................... 18
</TABLE>


                                       i


<PAGE>

          This Registration Rights Agreement (this "Agreement") is made and
entered into as of December 10, 1998 by and among Avalon Cable LLC, a Delaware
limited liability corporation ("Avalon Holdings"), Avalon Cable of Michigan
Holdings, Inc., a Delaware corporation ("Michigan Holdings "), Avalon Cable
Holdings Finance, Inc., a Delaware corporation ("Finance Holdings"), and Lehman
Brothers Inc. and Barclays Capital ("Barclays" and, together with Lehman, the
"Initial Purchasers").

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of December  3, 1998,
 among the Issuers and the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
Issuers to the Initial Purchasers of $196,000,000 aggregate principal amount at
maturity of the Issuers' 11 7/8% Senior Discount  Notes due 2008 (the "Senior
Discount Notes").  In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers have agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and their
direct and indirect transferees and assigns.  The execution and delivery of this
Agreement is a condition to the Initial Purchasers' obligations to purchase the
Senior Discount Notes under the Purchase Agreement. Capitalized terms used but
not specifically defined herein have the respective meanings ascribed thereto in
the Purchase Agreement.

          The parties hereby agree as follows:

           1.  Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings:

               Broker-Dealer:  Any broker or dealer registered under the
               -------------
     Exchange Act.

               Closing Date:  The date on which the Senior Discount Notes were
               ------------
     sold.

               Commission:  The Securities and Exchange Commission.
               ----------

               Consummate:  A registered Exchange Offer shall be deemed
               ----------
     "Consummated" for purposes of this Agreement upon the occurrence of (i) the
     filing and effectiveness under the Securities Act of the Exchange Offer
     Registration Statement relating to the New Notes to be issued in the
     Exchange Offer, (ii) the maintenance of such Registration Statement
     continuously effective and the keeping of the Exchange Offer open for a
     period not less than the minimum period required pursuant to Section 3(b)
     hereof and (iii) the delivery by the Issuers of the New Notes in the same
     aggregate principal amount as the aggregate principal amount of Transfer
     Restricted Securities that were validly tendered by Holders thereof
     pursuant to the Exchange Offer.

               Effectiveness Target Date:  As defined in Section 5(a) hereof.
               -------------------------

               Event Date:  As defined in Section 5(b) hereof.
               ----------

               Exchange Act:  The Securities Exchange Act of 1934, as amended.
               ------------

               Exchange Offer:  The registration by the Issuers under the
               --------------
     Securities Act of the New Notes pursuant to a Registration Statement
     pursuant to which the Issuers offer the Holders of all outstanding Transfer
     Restricted Securities the opportunity to exchange all such outstanding
     Transfer Restricted Securities held by such Holders for New Notes in an
     aggregate principal

<PAGE>

     amount equal to the aggregate principal amount of the Transfer Restricted
     Securities tendered in such exchange offer by such Holders.

               Exchange Offer Registration Statement:  The Registration
               -------------------------------------
     Statement relating to the Exchange Offer, including the Prospectus which
     forms a part thereof.

               Exempt Resales:  The transactions in which the Initial Purchasers
               --------------
     propose to sell the Senior Discount Notes, pursuant to the Purchase
     Agreement, solely to (i) persons whom the Initial Purchasers reasonably
     believe to be "qualified institutional buyers," as such term is defined in
     Rule 144A under the Securities Act, and (ii) to persons other than U.S.
     Persons in offshore transactions meeting the requirements of Rule 903 and
     Rule 904 of Regulation S under the Securities Act.

               Filing:  As defined in Section 3(a)(i) hereof.
               ------

               Holder:  As defined in Section 2(b) hereof.
               ------

               Indenture:  The Indenture, dated as of December 10, 1998, among
               ---------
     the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant
     to which the Senior Discount Notes are to be issued, as such Indenture is
     amended or supplemented from time to time in accordance with the terms
     thereof.

               Initial Purchasers:  As defined in the preamble hereto.
               ------------------

               Issuers:  Initially, Michigan Holdings, Avalon Holdings and
               -------
     Finance Holdings; provided that, subsequent to the Reorganization (as
     defined in the Indenture), the Issuers shall be Avalon Holdings and Finance
     Holdings.

               Liquidated Damages:  As defined in Section 5(a) hereof.
               ------------------

               NASD:  National Association of Securities Dealers, Inc.
               ----

               New Notes: The New Senior Discount Notes to be issued pursuant to
               --------
    the Indenture in the Exchange Offer.

               Participant:  As defined in Section 8(a) hereof.
               -----------

               Person:  An individual, partnership, corporation, limited
               ------
     liability company, trust or unincorporated organization, or a government or
     agency or political subdivision thereof.

               Prospectus:  The prospectus included in a Registration Statement,
               ----------
     as amended or supplemented by any prospectus supplement and by all other
     amendments thereto, including post-effective amendments, and all material
     incorporated by reference into such Prospectus.

               Registration Default:  As defined in Section 5(a) hereof.
               --------------------

               Registration Statement:  Any registration statement of the
               ----------------------
     Issuers relating to (a) an offering of New Notes pursuant to an Exchange
     Offer or (b) the registration for resale of Transfer Restricted Securities
     pursuant to the Shelf Registration Statement, in either case, which is
     filed pursuant to the provisions of this Agreement and including the
     Prospectus included

<PAGE>

                                                                               3

     therein, all amendments and supplements thereto (including post-effective
     amendments) and all exhibits and material incorporated by reference
     therein.

               Securities Act:  The Securities Act of 1933, as amended.
               --------------

               Shelf Filing Deadline:  As defined in Section 4(a) hereof.
               ---------------------

               Shelf Registration Statement:  As defined in Section 4(a) hereof.
               ----------------------------

               TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-
               ---
     77bbbb), as amended.

               Transfer Restricted Securities:  Each Note, until the earliest to
               ------------------------------
     occur of (a) the date on which such Note has been exchanged by a person
     other than a Broker-Dealer for a New Note in the Exchange Offer, (b)
     following the exchange by a Broker-Dealer in the Exchange Offer of a Note
     for a New Note, the date on which such New Note is sold to a purchaser who
     receives from such Broker-Dealer on or prior to the date of such sale a
     copy of the prospectus contained in the Exchange Offer Registration
     Statement, (c) the date on which such Note has been effectively registered
     under the Securities Act and disposed of in accordance with the Shelf
     Registration Statement and (d) the date on which such Note is eligible to
     be distributed to the public pursuant to Rule 144 under the Securities Act.

               Underwritten Registration or Underwritten Offering:  A
               -------------------------    ---------------------
     registration in which securities of the Issuers are sold to an underwriter
     for reoffering to the public.

           2.  Securities Subject to This Agreement.

               (a) Transfer Restricted Securities.  The securities entitled to
                   ------------------------------
     the benefits of this Agreement are the Transfer Restricted Securities.

               (b) Holders of Transfer Restricted Securities.  A Person is
                   -----------------------------------------
     deemed to be a holder of Transfer Restricted Securities (each, a "Holder")
     whenever such Person owns Transfer Restricted Securities.

           3.  Registered Exchange Offer.

<PAGE>

                                                                               4

               (a) The Issuers shall (i) cause to be filed with the Commission
     (the "Filing") on or prior to March 31, 1999, an Exchange Offer
     Registration Statement under the Securities Act relating to the New Notes
     and the Exchange Offer, (ii) use their best efforts to cause such Exchange
     Offer Registration Statement to be declared effective by the Commission on
     or prior to 90 days after the date of the Filing, (iii) in connection with
     the foregoing, file (A) all pre-effective amendments to such Exchange Offer
     Registration Statement as may be necessary in order to cause such Exchange
     Offer Registration Statement to be declared effective by the Commission,
     (B) if applicable, a post-effective amendment to such Registration
     Statement pursuant to Rule 430A under the Securities Act and (C) cause all
     necessary filings in connection with the registration and qualification of
     the New Notes to be made under the Blue Sky laws of such jurisdictions as
     are necessary to permit Consummation of the Exchange Offer and (iv) unless
     the Exchange Offer would not be permitted by applicable law or Commission
     policy, the Issuers will commence the Exchange Offer and use their best
     efforts to issue on or prior to 30 business days after the date on which
     such Registration Statement was declared effective by the Commission, New
     Notes in exchange for all Senior Discount Notes tendered prior thereto in
     the Exchange Offer.  The Exchange Offer shall be on the appropriate form
     permitting registration of the New Notes to be offered in exchange for the
     Transfer Restricted Securities and to permit resales of New Notes held by
     Broker-Dealers as contemplated by Section 3(c) below.  The date referred to
     in (i) of this Section 3(a) shall be changed to account for, and the
     business day periods referred to in (ii) and (iv) of this Section 3(a)
     shall not be deemed to include, any period during which the Issuers are
     pursuing a Commission ruling pursuant to Section 6(a)(i) below.

               (b) The Issuers shall use their best efforts to cause the
     Exchange Offer Registration Statement to be effective continuously and
     shall keep the Exchange Offer open for a period of not less than the
     minimum period required under applicable federal and state securities laws
     to Consummate the Exchange Offer; provided, however, that in no event shall
     such period be less than 20 business days.  The Issuers shall cause the
     Exchange Offer to comply in all material respects with all applicable
     federal and state securities laws.  No securities other than the New Notes
     shall be included in the Exchange Offer Registration Statement.  The
     Issuers shall use their best efforts to cause the Exchange Offer to be
     Consummated on the earliest practicable date after the Exchange Offer
     Registration Statement has been declared effective by the Commission, but
     in no event later than 30 business days thereafter.

               (c) The Issuers shall indicate in a "Plan of Distribution"
     section contained in the Prospectus contained in the Exchange Offer
     Registration Statement that any Broker-Dealer who holds Securities that are
     Transfer Restricted Securities and that were acquired for its own account
     as a result of market-making activities or other trading activities (other
     than Transfer Restricted Securities acquired directly from the Issuers),
     may exchange such Securities pursuant to the Exchange Offer; provided,
     however, such Broker-Dealer may be deemed to be an "underwriter" within the
     meaning of the Securities Act and must, therefore, deliver a prospectus
     meeting the requirements of the Securities Act in connection with any
     resales of the New Notes received by such Broker-Dealer in the Exchange
     Offer, which prospectus delivery requirement may be satisfied by the
     delivery by such Broker-Dealer of the Prospectus contained in the Exchange
     Offer Registration Statement.  Such "Plan of Distribution" section shall
     also contain all other information with respect to such resales by Broker-
     Dealers that the Commission may require in order to permit such resales
     pursuant thereto, but such "Plan of Distribution" shall not name any such
     Broker-Dealer or disclose the amount of New Notes held by any such Broker-

<PAGE>

                                                                               5

     Dealer except to the extent required by the Commission as a result of a
     change in policy announced after the date of this Agreement.

          The Issuers shall use their best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of New Notes acquired by Broker-Dealers
for their own accounts as a result of market-making activities or other trading
activities and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of 180 days from the
date on which the Exchange Offer Registration Statement is declared effective.

          The Issuers shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
180-day period in order to facilitate such resales.

          4.  Shelf Registration.

              (a)   Shelf Registration.  If (i) the Issuers are not permitted to
                    ------------------
     consummate the Exchange Offer because the Exchange Offer is not permitted
     by applicable law or Commission policy (after the procedures set forth in
     Section 6(a) below have been complied with) or (ii) if any Holder of
     Transfer Restricted Securities that is a "qualified institutional buyer"
     (as defined in Rule 144A under the Securities Act) or an institutional
     "accredited investor" (as defined in Rule 501(A)(1), (2), (3) or (7) under
     the Securities Act) shall notify the Issuers prior to the 20th day
     following the Consummation of the Exchange Offer (A) that such Holder is
     prohibited by applicable law or Commission policy from participating in the
     Exchange Offer or (B) that such Holder may not resell the New Notes
     acquired by it in the Exchange Offer to the public without delivering a
     prospectus and that the Prospectus contained in the Exchange Offer
     Registration Statement is not appropriate or available for such resales by
     such Holder or (C) that such Holder is a Broker-Dealer and holds Senior
     Discount Notes acquired directly from the Issuers or one of their
     affiliates, then the Issuers shall in lieu of, or in the event of (ii)
     above, in addition to, effecting the registration of the New Notes pursuant
     to the Exchange Offer Registration Statement use their best efforts to:

                    (x) cause to be filed a shelf registration statement
          pursuant to Rule 415 under the Securities Act, which may be an
          amendment to the Exchange Offer Registration Statement (in either
          event, the "Shelf Registration Statement"), on or prior to the earlier
          to occur of (1) the 45th day after the date on which the Issuers
          determine that they are not required to file the Exchange Offer
          Registration Statement or (2) the 45th day after the date on which the
          Issuers receive notice from a Holder of Transfer Restricted Securities
          as contemplated by clause (ii) above (such earlier date being the
          "Shelf Filing Deadline"), which Shelf Registration Statement shall
          provide for resales of all Transfer Restricted Securities the Holders
          of which shall have provided the information required pursuant to
          Section 4(b) hereof; and

<PAGE>

                                                                               6

                    (y) cause such Shelf Registration Statement to be declared
          effective by the Commission on or before the 90th day after the Shelf
          Filing Deadline.

     The Issuers shall use their best efforts to keep such Shelf Registration
     Statement continuously effective, supplemented and amended as required by
     the provisions of Sections 6(b) and (c) hereof to the extent necessary to
     ensure that it is available for resales of Senior Discount Notes by the
     Holders of Transfer Restricted Securities entitled to the benefit of this
     Section 4(a) and to ensure that it conforms with the requirements of this
     Agreement, the Securities Act and the policies, rules and regulations of
     the Commission as announced from time to time, for a period ending on the
     second anniversary of the Closing Date.

               (b) Provision by Holders of Certain Information in Connection
                   ---------------------------------------------------------
     with the Shelf Registration Statement.  No Holder of Transfer Restricted
     -------------------------------------
     Securities may include any of its Transfer Restricted Securities in any
     Shelf Registration Statement pursuant to this Agreement unless and until
     such Holder furnishes to the Issuers in writing, within 20 business days
     after receipt of a request therefor, such information as the Issuers may
     reasonably request for use in connection with any Shelf Registration
     Statement or Prospectus or preliminary Prospectus included therein.  No
     Holder of Transfer Restricted Securities shall be entitled to Liquidated
     Damages pursuant to Section 5 hereof unless and until such Holder shall
     have used its best efforts to provide all such reasonably requested
     information.  Each Holder as to which any Shelf Registration Statement is
     being effected agrees to furnish promptly to the Issuers all information
     required to be disclosed in order to make the information previously
     furnished to the Issuers by such Holder not materially misleading.

           5.  Liquidated Damages

          (a)  If (a) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (b) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "Effectiveness Target Date"), (c) the
Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (d) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose during the period specified in Section 3 or 4 of
this Agreement, as applicable, without being succeeded within two business days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself immediately declared effective (each such event
referred to in clauses (a) through (d), a "Registration Default"), additional
cash interest ("Liquidated Damages") shall accrue to each Holder of the Senior
Discount Notes in an amount equal to, with respect to the first 90-day period
immediately following the occurrence of the first Registration Default, $.05 per
week per $1,000 principal amount at maturity of Senior Discount Notes held by
such Holder.  The amount of Liquidated Damages will increase by an additional
$.05 per week per $1,000 principal amount at maturity of Senior Discount Notes
with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum amount of Liquidated Damages for all
Registration Defaults of $.50 per week per $1,000 principal amount at maturity
of Senior Discount Notes.  All accrued Liquidated Damages shall be paid to
Holders by the Issuers on semi-annual payment dates that correspond to the
accretion dates (or, on or after December 1, 2003, the semi-annual interest
payment

<PAGE>

                                                                               7

date) pursuant to the Indenture.  Following the cure of all Registration
Defaults relating to any particular Transfer Restricted Securities, the accrual
of Liquidated Damages with respect to such Transfer Restricted Securities will
cease.

          All obligations of the Issuers set forth in the preceding paragraph
that have accrued and are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
Transfer Restricted Security shall have been satisfied in full.

          (b) The Issuers shall notify the Trustee within one business day after
each and every date on which an event occurs in respect of which Liquidated
Damages are required to be paid (an "Event Date").  Liquidated Damages shall be
paid by depositing Liquidated Damages with the Trustee, in trust, for the
benefit of the Holders of the Senior Discount Notes, on or before the applicable
semi-annual payment dates that correspond to the accretion dates (or, on or
after December 1, 2003, the semi-annual interest payment date) (whether or not
any payment other than Liquidated Damages is payable on such Senior Discount
Notes), in immediately available funds in sums sufficient to pay the Liquidated
Damages then due to such Holders.  Each obligation to pay Liquidated Damages
shall be deemed to accrue from the applicable date of the occurrence of the
Registration Default.

          6.   Registration Procedures.

               (a)  Exchange Offer Registration Statement.  In connection with
                    -------------------------------------
     the Exchange Offer, the Issuers shall comply with all of the provisions of
     Section 6(c) below to the extent applicable, shall use their best efforts
     to effect such exchange to permit the sale of Transfer Restricted
     Securities being sold in accordance with the intended method or methods of
     distribution thereof, and shall comply with all of the following
     provisions:

                    (i)  If in the reasonable opinion of counsel to the Issuers,
          there is a question as to whether the Exchange Offer is permitted by
          applicable law, the Issuers hereby agree to seek a no-action letter or
          other favorable decision from the Commission allowing the Issuers to
          Consummate an Exchange Offer for such Senior Discount Notes. The
          Issuers hereby agree to pursue the issuance of such a decision to the
          Commission staff level but shall not be required to take commercially
          unreasonable action to effect a change of Commission policy. The
          Issuers hereby agree, however, to (A) participate in telephonic
          conferences with the Commission, (B) deliver to the Commission staff
          an analysis prepared by counsel to the Issuers setting forth the legal
          bases, if any, upon which such counsel has concluded that such an
          Exchange Offer should be permitted and (C) diligently pursue a
          resolution (which need not be favorable) by the Commission staff of
          such submission.

                    (ii) As a condition to its participation in the Exchange
          Offer pursuant to the terms of this Agreement, each Holder of Transfer
          Restricted Securities shall furnish, upon the request of the Issuers,
          prior to the Consummation thereof, a written representation to the
          Issuers (which may be contained in the letter of transmittal
          contemplated by the Exchange Offer Registration Statement) to the
          effect that (A) it is not an affiliate of the Issuers, (B) it is not
          engaged in, and does not intend to engage in, and has no arrangement
          or understanding with any person to participate in, a distribution of
          the New Notes to be issued in the Exchange Offer and (C) it is
          acquiring the New Notes in its ordinary course of business. In
          addition, all such Holders of Transfer Restricted Securities shall
          otherwise cooperate in the Issuers' preparations for the Exchange
          Offer. Each Holder hereby acknowledges and agrees that any Broker-
          Dealer and any such Holder using the Exchange Offer to participate in
          a distribution

<PAGE>

                                                                               8

     of the securities to be acquired in the Exchange Offer (1) could not under
     Commission policy as in effect on the date of this Agreement rely on the
     position of the Commission enunciated in Morgan Stanley and Co., Inc.
                                              ----------------------------
     (available June 5, 1991) and Exxon Capital Holdings Corporation (available
                                  ----------------------------------
     May 13, 1988), as interpreted in the Commission's letter to Shearman &
     Sterling dated July 2, 1993, and similar no-action letters (including Brown
                                                                           -----
     & Wood LLP (available February 7, 1997), and any no-action letter obtained
     ----------
     pursuant to clause (i) above) and (2) must comply with the registration and
     prospectus delivery requirements of the Securities Act in connection with a
     secondary resale transaction and that such a secondary resale transaction
     should be covered by an effective registration statement containing the
     selling security holder information required by Item 507 or 508, as
     applicable, of Regulation S-K if the resales are of New Notes obtained by
     such Holder in exchange for Senior Discount Notes acquired by such Holder
     directly from the Issuers.

                    (iii)  Prior to the effectiveness of the Exchange Offer
     Registration Statement, the Issuers shall provide a supplemental letter to
     the Commission (A) stating that the Issuers are registering the Exchange
     Offer in reliance on the position of the Commission enunciated in Exxon
                                                                       -----
     Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and
     ----------------------------                           ------------------
     Co., Inc. (available June 5, 1991), Brown & Wood LLP (available February 7,
     ---------                           ----------------
     1997) and, if applicable, any no-action letter obtained pursuant to clause
     (i) above and (B) including a representation that the Issuers have not
     entered into any arrangement or understanding with any Person to distribute
     the New Notes to be received in the Exchange Offer and that, to the best of
     the Issuers' information and belief, each Holder participating in the
     Exchange Offer is acquiring the New Notes in its ordinary course of
     business and has no arrangement or understanding with any Person to
     participate in the distribution of the New Notes received in the Exchange
     Offer.

               (b)  Shelf Registration Statement.  In connection with the Shelf
                    ----------------------------
Registration Statement, (i) the Issuers shall comply with all the provisions of
Section 6(c) below to the extent applicable and shall use their best efforts to
effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Issuers will as expeditiously as
possible prepare and file with the Commission a Registration Statement relating
to the registration on any appropriate form under the Securities Act, which form
shall be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof and (ii)
the Issuers shall not be required to undertake an underwritten offering unless
(A) a Holder or Holders requesting to participate in such underwritten offering,
individually or in the aggregate, hold at least $50,000,000 aggregate principal
amount at maturity of Senior Discount Notes and/or New Notes, as the case may
be, and (B) such Holder or Holders request that at least $50,000,000 aggregate
principal amount at maturity of Senior Discount Notes and/or New Notes, as the
case may be, be included in such underwritten offering.

<PAGE>

                                                                               9

               (c)  General Provisions.  In connection with any Registration
                    ------------------
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
Senior Discount Notes by Broker-Dealers), the Issuers shall:

                    (i)   use their best efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Section 3 or 4 of this Agreement, as
     applicable; upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain a
     material misstatement or omission or (B) not to be effective and usable for
     resale of Transfer Restricted Securities during the period required by this
     Agreement, the Issuers shall file promptly an appropriate amendment to such
     Registration Statement, in the case of clause (A), correcting any such
     misstatement or omission, and, in the case of either clause (A) or (B), use
     their best efforts to cause such amendment to be declared effective and
     such Registration Statement and the related Prospectus to become usable for
     their intended purpose(s) as soon as practicable thereafter;

                    (ii)  prepare and file with the Commission such amendments
     and post-effective amendments to the Registration Statement as may be
     necessary to keep the Registration Statement effective for the applicable
     period set forth in Section 3 or 4 hereof, as applicable, or such shorter
     period as will terminate when all Transfer Restricted Securities covered by
     such Registration Statement have been sold or otherwise cease to be
     Transfer Restricted Securities; cause the Prospectus to be supplemented by
     any required Prospectus supplement, and as so supplemented to be filed
     pursuant to Rule 424 under the Securities Act, and to comply fully with the
     applicable provisions of Rules 424 and 430A under the Securities Act in a
     timely manner; and comply with the provisions of the Securities Act with
     respect to the disposition of all securities covered by such Registration
     Statement during the applicable period in accordance with the intended
     method or methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

                    (iii) in the case of a Shelf Registration, advise the
     underwriter(s), if any, and selling Holders promptly and, if requested by
     such Persons, to confirm such advice in writing, (A) when the Prospectus or
     any Prospectus supplement or post-effective amendment has been filed, and,
     with respect to any Registration Statement or any post-effective amendment
     thereto, when the same has been declared effective by the Commission, (B)
     of any request by the Commission for amendments to the Registration
     Statement or amendments or supplements to the Prospectus or for additional
     information relating thereto, (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration Statement under
     the Securities Act or of the suspension by any state securities commission
     of the qualification of the Transfer Restricted Securities for offering or
     sale in any jurisdiction, or the initiation of any proceeding for any of
     the preceding purposes, (D) if at any time the representations and
     warranties of the Issuers contemplated by paragraph (xi) below cease to be
     true and correct or (E) of the existence of any fact or the happening of
     any event that makes any statement of a material fact made in the
     Registration Statement, the Prospectus, any amendment or

<PAGE>

                                                                              10

     supplement thereto, or any document incorporated by reference therein
     untrue, or that requires the making of any additions to or changes in the
     Registration Statement or the Prospectus in order to make the statements
     therein not misleading. If at any time the Commission shall issue any stop
     order suspending the effectiveness of the Registration Statement, or any
     state securities commission or other regulatory authority shall issue an
     order suspending the qualification or exemption from qualification of the
     Transfer Restricted Securities under state securities or Blue Sky laws, the
     Issuers shall use their best efforts to obtain the withdrawal or lifting of
     such order at the earliest possible time;

               (iv)  in the case of a Shelf Registration, furnish to each of the
     selling or exchanging Holders and each of the underwriter(s), if any,
     before filing with the Commission, copies of any Registration Statement or
     any Prospectus included therein or any amendments or supplements to any
     such Registration Statement or Prospectus (excluding all documents
     incorporated by reference after the initial filing of such Registration
     Statement, if any), which documents will be subject to the review of such
     Holders and underwriter(s), if any, for a period of at least five business
     days, and the Issuers will not file any such Registration Statement or
     Prospectus or any amendment or supplement to any such Registration
     Statement or Prospectus to which selling Holders of a majority in aggregate
     principal amount of Transfer Restricted Securities covered by such
     Registration Statement or the underwriter(s), if any, shall reasonably
     object within five business days after the receipt thereof.  A selling
     Holder or underwriter, if any, may reasonably object to such filing if such
     Registration Statement, amendment, Prospectus or supplement, as applicable,
     as proposed to be filed, contains a material misstatement or omission;

               (v)  in the case of a Shelf Registration, promptly prior to the
     filing of any document that is to be incorporated by reference into a
     Registration Statement or Prospectus, if any, provide copies of such
     document to the selling Holders and to the underwriter(s), if any, make the
     Issuers' representatives available for discussion of such document and
     other customary due diligence matters, and include such information in such
     document prior to the filing thereof as such selling Holders or
     underwriter(s), if any, reasonably may request;

               (vi)  in the case of a Shelf Registration, make available at
     reasonable times during normal business hours for inspection by the selling
     Holders, any underwriter participating in any disposition pursuant to such
     Registration Statement, and any attorney or accountant retained by such
     selling Holders or any of the underwriter(s), all financial and other
     records, pertinent corporate documents and properties of the Issuers and
     cause the Issuers' officers, directors, managers and employees to supply
     all information reasonably requested by any such Holder, underwriter,
     attorney or accountant in connection with such Registration Statement
     subsequent to the filing thereof and prior to its effectiveness;

               (vii) in the case of a Shelf Registration, if requested
     by any selling Holders or the underwriter(s), if any, promptly incorporate
     in any Registration Statement or Prospectus, pursuant to a supplement or
     post-effective amendment if necessary, such information as such selling
     Holders and underwriter(s), if any, may reasonably request to

<PAGE>

                                                                              11

     have included therein, including, without limitation, information relating
     to the "Plan of Distribution" of the Transfer Restricted Securities,
     information with respect to the principal amount of Transfer Restricted
     Securities being sold to such underwriter(s), the purchase price being paid
     therefor and any other terms of the offering of the Transfer Restricted
     Securities to be sold in such offering, and make all required filings of
     such Prospectus supplement or post-effective amendment as soon as
     practicable after the Issuers are notified of the matters to be
     incorporated in such Prospectus supplement or post-effective amendment;

               (viii) cause the Transfer Restricted Securities covered
     by the Registration Statement to be rated with the appropriate rating
     agencies, if so requested by the Holders of a majority in aggregate
     principal amount of Senior Discount Notes covered thereby or the
     underwriter(s), if any;

               (ix)   in the case of a Shelf Registration, furnish to each
     selling Holder and each of the underwriter(s), if any, without charge, at
     least one copy of the Registration Statement, as first filed with the
     Commission, and of each amendment thereto, including all documents
     incorporated by reference therein, if any, and all exhibits (including
     exhibits incorporated therein by reference);

               (x)    in the case of a Shelf Registration, deliver to each
     selling Holder and each of the underwriter(s), if any, without charge, as
     many copies of the Prospectus (including each preliminary prospectus) and
     any amendment or supplement thereto as such Persons reasonably may request;
     the Issuers hereby consent to the use of the Prospectus and any amendment
     or supplement thereto by each of the selling Holders and each of the
     underwriter(s), if any, in connection with the offering and the sale of the
     Transfer Restricted Securities covered by the Prospectus or any amendment
     or supplement thereto;

               (xi)   in the case of a Shelf Registration, enter into such
     agreements (including an underwriting agreement) and make such
     representations and warranties and take all such other actions in
     connection therewith in order to expedite or facilitate the disposition of
     the Transfer Restricted Securities pursuant to any Registration Statement
     contemplated by this Agreement, all to such extent as may reasonably be
     requested by any purchaser or by any Holder of Transfer Restricted
     Securities or underwriter in connection with any sale or resale pursuant to
     any Registration Statement contemplated by this Agreement, and in
     connection with an Underwritten Registration, the Issuers shall:

                    (A)  upon request, furnish to each selling Holder and each
          underwriter, if any, in such substance and scope as they may
          reasonably request and as are customarily made by issuers to
          underwriters in primary underwritten offerings, upon the date of the
          effectiveness of the Shelf Registration Statement:

                         (1) a certificate, dated the date of the effectiveness
               of the Shelf Registration Statement, signed by (x) the Chief
               Executive Officer or the President and (y) the Vice President-
               Finance of the

<PAGE>

                                                                              12

               Issuers, confirming, as of the date thereof, such matters as such
               parties may reasonably request;

                         (2)  an opinion, dated the date of the effectiveness of
               the Shelf Registration Statement, of counsel for the Issuers,
               covering such matters as such parties may reasonably request, and
               in any event including a statement to the effect that such
               counsel has participated in conferences with officers of the
               Issuers and with the independent public accountants for the
               Issuers concerning the preparation of such Registration Statement
               and the related Prospectus and, although such counsel has made
               certain inquiries and investigations in connection with the
               preparation of such Registration Statement and the related
               Prospectus, it is not passing upon and does not assume any
               responsibility for the accuracy, fairness or completeness of the
               statements contained in such Registration Statement and the
               related Prospectus, and on the basis of the foregoing such
               counsel's work in connection with this matter, relying as to
               questions of fact material to such opinion upon the opinions and
               statements of officers of the Issuers, nothing came to such
               counsel's attention to cause such counsel to believe that the
               applicable Registration Statement, at the time such Registration
               Statement or any post-effective amendment thereto became
               effective, included or includes an untrue statement of a material
               fact or omitted or omits to state a material fact necessary to
               make the statements therein, in light of the circumstances under
               which they were made, not misleading or that the Prospectus
               contained in such Registration Statement as of its date, included
               or includes an untrue statement of a material fact or omitted or
               omits to state a material fact necessary to make the statements
               therein, in light of the circumstances under which they were
               made, not misleading (it being understood that such counsel need
               express no belief or opinion with respect to the financial
               statements, notes and schedules and other financial and
               statistical data included therein or omitted therefrom).

                         (3)  an opinion, dated the date of effectiveness of the
               Shelf Registration Statement, of special counsel for the Issuers,
               covering such regulatory matters as such parties may reasonably
               request, concerning the Communications Act of 1934, as amended by
               the Telecommunications Act of 1996, or any order, rule or
               regulation of the Federal Communications Commission, as
               pertaining to the operations of the Issuers; and

                         (4)  a customary comfort letter, dated the date of the
               effectiveness of the Shelf Registration Statement, from the
               Issuers' independent accountants, in the customary form and
               covering matters of the type customarily covered in comfort
               letters by underwriters in connection with primary underwritten
               offerings.

<PAGE>

                                                                              13

                           (B)  set forth in full or incorporate by reference in
               the underwriting agreement, if any, the indemnification
               provisions and procedures of Section 8 hereof with respect to all
               parties to be indemnified pursuant to said Section; and

                           (C)  deliver such other documents and certificates as
               may be reasonably requested by such parties to evidence
               compliance with clause (A) above and with any customary
               conditions contained in the underwriting agreement or other
               agreement entered into by the Issuers pursuant to this clause
               (xi), if any.

                    If at any time the representations and warranties of the
          Issuers contemplated in clause (A)(1) above cease to be true and
          correct, the Issuers shall so advise the Initial Purchasers and the
          underwriter(s), if any, and each selling Holder promptly and, if
          requested by such Persons, shall confirm such advice in writing.

                    (xii) in the case of a Shelf Registration, prior to any
          public offering of Transfer Restricted Securities, cooperate with the
          selling Holders, the underwriter(s), if any, and their respective
          counsel in connection with the registration and qualification of the
          Transfer Restricted Securities under the securities or Blue Sky laws
          of such jurisdictions as the selling Holders or underwriter(s) may
          reasonably request and do any and all other acts or things necessary
          or advisable to enable the disposition in such jurisdictions of the
          Transfer Restricted Securities covered by the Shelf Registration
          Statement; provided, however, that none of the Issuers shall be
          required to register or qualify as a foreign corporation where it is
          not now so registered or qualified or to take any action that would
          subject it to the service of process in suits or to taxation, other
          than as to matters and transactions relating to the Registration
          Statement, in any jurisdiction where it is not now so subject;

                    (xiii) in the case of a Shelf Registration, shall issue,
          upon the request of any Holder of Senior Discount Notes covered by the
          Shelf Registration Statement, New Notes in the same amount as the
          Senior Discount Notes surrendered to the Issuers by such Holder in
          exchange therefor or being sold by such Holder, such New Notes to be
          registered in the name of such Holder or in the name of the
          purchaser(s) of such Senior Discount Notes, as the case may be; in
          return, the Senior Discount Notes held by such Holder shall be
          surrendered to the Issuers for cancellation;

                    (xiv)  in the case of a Shelf Registration, cooperate with
          the selling Holders and the underwriter(s), if any, to facilitate the
          timely preparation and delivery of certificates representing Transfer
          Restricted Securities to be sold and not bearing any restrictive
          legends and enable such Transfer Restricted Securities to be in such
          denominations and registered in such names as the Holders or the
          underwriter(s), if any, may request at least two business days prior
          to any sale of Transfer Restricted Securities made by such
          underwriter(s);

                    (xv)   use their best efforts to cause the Transfer
          Restricted Securities covered by the Registration Statement to be
          registered with or approved by such other

<PAGE>

                                                                              14

          governmental agencies or authorities as may be necessary to enable the
          seller or sellers thereof or the underwriter(s), if any, to consummate
          the disposition of such Transfer Restricted Securities, subject to the
          proviso contained in clause (xii) above;

                    (xvi) if any fact or event contemplated by clause
          (c)(iii)(E) above shall exist or have occurred, prepare a supplement
          or post-effective amendment to the Registration Statement or related
          Prospectus or any document incorporated therein by reference or file
          any other required document so that, as thereafter delivered to the
          purchasers of Transfer Restricted Securities, the Prospectus will not
          contain an untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein not misleading;

                    (xvii) provide CUSIP numbers for all Transfer Restricted
          Securities not later than the effective date of the Registration
          Statement and provide certificates for the Transfer Restricted
          Securities;

                    (xviii) cooperate and assist in any filings required to be
          made with the NASD and in the performance of any due diligence
          investigation by any underwriter (including any "qualified independent
          underwriter") that is required to be retained in accordance with the
          rules and regulations of the NASD, and use their best efforts to cause
          such Registration Statement to be declared effective by the Commission
          and approved by such governmental agencies or authorities as may be
          necessary to enable the Holders selling Transfer Restricted Securities
          to consummate the disposition of such Transfer Restricted Securities;
          provided, however, that none of the Issuers shall be required to
          register or qualify as a foreign corporation where it is not now so
          registered or qualified or to take any action that would subject it to
          service of process in suits or to taxation, other than as to matters
          and transactions relating to the Registration Statement, in any
          jurisdiction where it is not now so subject;

                    (xix) otherwise use their best efforts to comply with all
          applicable rules and regulations of the Commission, and make generally
          available to their security holders, as soon as practicable, a
          consolidated earning statement meeting the requirements of Rule 158
          (which need not be audited) for the twelve-month period (A) commencing
          at the end of any fiscal quarter in which Transfer Restricted
          Securities are sold to underwriters in a firm or best efforts
          Underwritten Offering or (B) if not sold to underwriters in such an
          offering, beginning with the first month of the respective Issuers'
          first fiscal quarter commencing after the effective date of the
          Registration Statement;

                    (xx) cause the Indenture to be qualified under the TIA not
          later than the effective date of the first Registration Statement
          required by this Agreement, and, in connection therewith, cooperate
          with the Trustee and the Holders of Senior Discount Notes to effect
          such changes to the Indenture as may be required for such Indenture to
          be so qualified in accordance with the terms of the TIA, and execute
          and use their best efforts to cause the Trustee to execute all
          documents that may be required to effect such changes and all other
          forms and documents required to be filed with the Commission to enable
          such Indenture to be so qualified in a timely manner; and

<PAGE>

                                                                              15

                    (xxi) provide promptly to each Holder upon request each
          document filed with the Commission pursuant to the requirements of
          Section 13 and Section 15 of the Exchange Act.

               Each Holder agrees by acquisition of a Transfer Restricted
     Security that, upon receipt of any notice from the Issuers of the existence
     of any fact of the kind described in Section 6(c)(iii)(E) hereof, such
     Holder will forthwith discontinue disposition of Transfer Restricted
     Securities pursuant to the applicable Registration Statement until such
     Holder's receipt of the copies of the supplemented or amended Prospectus
     contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing
     (the "Advice") by the Issuers that the use of the Prospectus may be
     resumed, and has received copies of any additional or supplemental filings
     that are incorporated by reference in the Prospectus.  If so directed by
     the Issuers, each Holder will deliver to the Issuers (at the Issuers'
     expense) all copies, other than permanent file copies then in such Holder's
     possession, of the Prospectus covering such Transfer Restricted Securities
     that was current at the time of receipt of such notice.  In the event the
     Issuers shall give any such notice, the time period regarding the
     effectiveness of such Registration Statement set forth in Section 3 or 4
     hereof, as applicable, shall be extended by the number of days during the
     period from and including the date of the giving of such notice pursuant to
     Section 6(c)(iii)(E) hereof to and including the date when each selling
     Holder covered by such Registration Statement shall have received the
     copies of the supplemented or amended Prospectus contemplated by Section
     6(c)(xvi) hereof or shall have received the Advice.

           7.  Registration Expenses.

               All expenses incident to the Issuers' performance of or
     compliance with this Agreement will be borne by the Issuers, regardless of
     whether a Registration Statement becomes effective, including without
     limitation: (i) all registration and filing fees and expenses (including
     filings made by any purchaser or Holder with the NASD (and, if applicable,
     the fees and expenses of any "qualified independent underwriter" and its
     one counsel that may be required by the rules and regulations of the
     NASD)); (ii) all fees and expenses of compliance with federal securities
     and state Blue Sky or securities laws (including reasonable and documented
     fees and disbursements of counsel for the underwriters or selling Holders
     in connection with Blue Sky qualifications of the Transfer Restricted
     Securities under the laws of such jurisdictions as the managing
     underwriters or Holders of a majority in aggregate principal amount of the
     Transfer Restricted Securities being sold may reasonably designate); (iii)
     all expenses of printing (including printing certificates for the New Notes
     to be issued in the Exchange Offer and printing of Prospectuses), and
     associated messenger and delivery services and telephone; (iv) all fees and
     disbursements of counsel for the Issuers; (v) all application and filing
     fees in connection with listing Senior Discount Notes on a national
     securities exchange or automated quotation system, and the obtaining of a
     rating of the Senior Discount Notes, if applicable; (vi) all fees and
     disbursements of independent certified public accountants of the Issuers
     (including the expenses of any special audit and comfort letters required
     by or incident to such performance) and (vii) fees and expenses of other
     Persons retained by the Issuers.

               The Issuers will, in any event, bear their internal expenses
     (including, without limitation, all salaries and expenses of their officers
     and employees performing legal or

<PAGE>

                                                                              16

     accounting duties), the expenses of any annual audit and the fees and
     expenses of any Person, including special experts, retained by the Issuers.

          8.  Indemnification and Contribution.

          (a)  In connection with a Shelf Registration Statement or in
connection with any delivery of a Prospectus contained in an Exchange Offer
Registration Statement by any participating Broker-Dealer or the Initial
Purchaser, as applicable, who seeks to sell New Notes, the Issuers, jointly and
severally, shall indemnify and hold harmless each Holder of Transfer Restricted
Securities included within any such Shelf Registration Statement and each
participating Broker-Dealer or the Initial Purchasers selling New Notes, and
each person, if any, who controls any such person within the meaning of Section
15 of the Securities Act (each, a "Participant") from and against any loss,
claim, damage, liability and expense reasonably incurred by such Participant, or
any action in respect thereof (including, but not limited to, any loss, claim,
damage, liability, expense or action relating to purchases and sales of Senior
Discount Notes and New Notes) to which such Participant or controlling person
may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability, expense or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse each Participant
promptly upon demand with reasonable documentation for any legal or other
expenses reasonably incurred by such Participant in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability, expense or action as such expenses are incurred; provided,
however, that (i) the Issuers shall not be liable in any such case to the extent
that any such loss, claim, damage, liability, expense or action arises out of,
or is based upon, any untrue statement or alleged untrue statement or omission
or alleged omission made in any such Registration Statement or any prospectus
forming part thereof or in any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Issuers by or on behalf
of any Participant specifically for inclusion therein; and provided further that
as to any preliminary Prospectus or Prospectus, the indemnity agreement
contained in this Section 8(a) shall not inure to the benefit of any such
Participant or any controlling person of such Participant on account of any
loss, claim, damage, liability, expense or action arising from the sale of the
New Notes to any person by that Participant if (i) that Participant failed to
send or give a copy of the Prospectus, as the same may be amended or
supplemented, to that person within the time required by the Securities Act and
(ii) the untrue statement or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact in such preliminary
Prospectus or Prospectus was corrected in the Prospectus (including amendments
thereto), unless, in each case, such failure resulted from non-compliance by the
Issuers with Section 6(c)(x). The foregoing indemnity agreement is in addition
to any liability which the Issuers may otherwise have to any Participant or to
any controlling person of that Participant.

          (b)  Each Participant, severally and not jointly, shall indemnify and
hold harmless the Issuers, their respective directors, managers, officers,
employees or agents and each person, if any, who controls the Issuers within the
meaning of Section 15 of the Securities Act, from and against any loss, claim,
damage, liability, and expense reasonably incurred by such Person, or any action
in respect thereof, to which the Issuers or any such director, manager, officer,
employees or agents or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability,
expense or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue

<PAGE>

                                                                              17

statement of a material fact contained in any preliminary Prospectus,
Registration Statement or Prospectus or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Issuers by or
on behalf of that Participant specifically for inclusion herein, and shall
reimburse the Issuers and any such director, manager, officer, employee or agent
or controlling person for any legal or other expenses reasonably incurred by the
Issuers or any such director, manager, officer, employee or agent or controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred. The foregoing indemnity agreement is in addition to any liability
which any Participant may otherwise have to the Issuers or any such director,
manager, officer or controlling person.

          (c)  Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall have notified the indemnifying party thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that the indemnified party shall have the right to employ separate
counsel to represent jointly the indemnified party and those other Participants
and their respective officers, employees and controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may
be sought by the Participants against the indemnifying party under this Section
8 if, in the reasonable judgment of the indemnified party it is advisable for
the indemnified party and those Participants, officers, employees and
controlling persons to be jointly represented by separate counsel, and in that
event the fees and expenses of such separate counsel shall be paid by the
indemnifying party only if (i) the indemnifying party has agreed to pay such
fees or expenses, (ii) the indemnifying party has failed to assume the defense
of such claim or (iii) in the reasonable judgment of any such Person, based upon
written advice of its counsel, a conflict of interest may exist between such
Person and the indemnifying party with respect to such claims and the
representation of both would be inappropriate (in which case, if the Person
notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such Person).  In no event shall the indemnifying parties be liable for the fees
and expenses of more than one counsel (in addition to local counsel).  Each
indemnified party, as a condition of the indemnity agreements contained in
Section 8, shall use its best efforts to cooperate with the indemnifying party
in the defense of any such action or claim.  No indemnifying party shall (i)
without the prior written consent of the indemnified parties (which consent
shall not be unreasonably withheld), settle or compromise or consent to the
entry of any judgment with respect to any pending or

<PAGE>

                                                                              18

threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding
or (ii) be liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment of the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment.

          (d)  If the indemnification provided for in this Section 8 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 8(a) or 8(b) in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, in such
proportion as shall be appropriate to reflect the relative fault of the Issuers
on the one hand and the Participants on the other with respect to the statements
or omissions which resulted in such loss, claim, damage or liability, or action
in respect thereof, as well as any other relevant equitable considerations.  The
relative fault shall be determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Issuers or the
Participants, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Issuers and the Participants agree that it would not be just and equitable
if contributions pursuant to this Section 8(d) were to be determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to herein.  The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 8(d) shall be
deemed to include, for purposes of this Section 8(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 8(d), no Participant shall be required to contribute
any amount in excess of the amount by which proceeds received by such
Participant from an offering of the Senior Discount Notes exceeds the amount of
any damages which such Participant has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.  The
Participants' obligations to contribute as provided in this Section 8(d) are
several and not joint.

          9.   Rule 144A.

          Each of the Issuers hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.

<PAGE>

                                                                              19

          10.  Participation in Underwritten Registrations.

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

          11.  Selection of Underwriters.

          The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided that such investment bankers and managers must be
reasonably satisfactory to the Issuers.

          12.  Miscellaneous.

               (a) Remedies.  The Issuers agree that monetary damages (including
                   --------
     Liquidated Damages) would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Agreement
     and hereby agree to waive the defense in any action for specific
     performance that a remedy at law would be adequate.

               (b) No Inconsistent Agreements.  The Issuers will not on or after
                   --------------------------
     the date of this Agreement enter into any agreement with respect to their
     securities that is inconsistent with the rights granted to the Holders in
     this Agreement or otherwise conflicts with the provisions hereof.  The
     Issuers have not previously entered into any agreement granting any
     registration rights with respect to their securities to any Person.  The
     rights granted to the Holders hereunder do not in any way conflict with and
     are not inconsistent with the rights granted to the holders of the Issuers'
     securities under any agreement in effect on the date hereof.

               (c) Adjustments Affecting the Senior Discount Notes.  The Issuers
                   -----------------------------------------------
     will not take any action, or permit any change to occur, with respect to
     Senior Discount Notes that would materially and adversely affect the
     ability of the Holders to Consummate any Exchange Offer unless such action
     or change is required by applicable law.

               (d) Amendments and Waivers.  The provisions of this Agreement may
                   ----------------------
     not be amended, modified or supplemented, and waivers or consents to or
     departures from the provisions hereof may not be given unless the Issuers
     have obtained the written consent of Holders of a majority of the
     outstanding principal amount of then outstanding Transfer Restricted
     Securities.  Notwithstanding the foregoing, a waiver or consent to
     departure from the provisions hereof that relates exclusively to the rights
     of Holders whose securities are being tendered pursuant to the Exchange
     Offer and that does not affect directly or indirectly the rights of other
     Holders whose securities are not being tendered pursuant to such Exchange
     Offer may

<PAGE>

                                                                              20


     be given by the Holders of a majority of the outstanding principal amount
     of then outstanding Transfer Restricted Securities being tendered or
     registered.

               (e) Notices.  All notices and other communications provided for
                   -------
     or permitted hereunder shall be made in writing by hand-delivery, first-
     class mail (registered or certified, return receipt requested), telex,
     telecopier, or air courier guaranteeing overnight delivery:

                    (i) if to a Holder, at the address of such Holder maintained
     by the Registrar under the Indenture; and

                    (ii) if to the Issuers:

                         Avalon Cable LLC
                         Avalon Cable of Michigan Holdings, Inc.
                         800 Third Avenue, Suite 3100
                         New York, New York 10022
                         Facsimile: 212-501-8695

                         With a copy to:

                         ABRY Partners, Inc.
                         18 Newbury Street
                         Boston, Massachusetts 02166
                         Facsimile: 617-859-8797

                         With a copy to:

                         Jill Sugar Factor
                         Kirkland & Ellis
                         200 East Randolph Drive
                         Chicago, Illinois 60601
                         Facsimile: 312-861-2200

               All such notices and communications shall be deemed to have been
     duly given: at the time delivered by hand, if personally delivered; five
     business days after being deposited in the mail, postage prepaid, if
     mailed; when answered back, if telexed; when receipt acknowledged, if
     telecopied; and on the next business day, if timely delivered to an air
     courier guaranteeing overnight delivery.

               Copies of all such notices, demands or other communications shall
     be concurrently delivered by the Person giving the same to the Trustee at
     the address specified in the Indenture.

               (f) Successors and Assigns.  This Agreement shall inure to the
                   ----------------------
     benefit of and be binding upon the successors and assigns of each of the
     parties, including without limitation and without the need for an express
     assignment, subsequent Holders of Transfer

<PAGE>

                                                                              21

     Restricted Securities; provided, however, that this Agreement shall not
     inure to the benefit of or be binding upon a successor or assign of a
     Holder unless and to the extent such successor or assign acquired Transfer
     Restricted Securities from such Holder.

               (g) Counterparts.  This Agreement may be executed in any number
                   ------------
     of counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be an original and all of which
     taken together shall constitute one and the same agreement.

               (h) Headings.  The headings in this Agreement are for convenience
                   --------
     of reference only and shall not limit or otherwise affect the meaning
     hereof.

               (i) Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
                   -------------
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

               (j) Severability.  In the event that any one or more of the
                   ------------
     provisions contained herein, or the application thereof in any
     circumstance, is held invalid, illegal or unenforceable, the validity,
     legality and enforceability of any such provision in every other respect
     and of the remaining provisions contained herein shall not be affected or
     impaired thereby.

               (k) Entire Agreement.  This Agreement together with the other
                   ----------------
     transaction documents is intended by the parties as a final expression of
     their agreement and intended to be a complete and exclusive statement of
     the agreement and understanding of the parties hereto in respect of the
     subject matter contained herein.  There are no restrictions, promises,
     warranties or undertakings, other than those set forth or referred to
     herein with respect to the registration rights granted by the Issuers with
     respect to the Transfer Restricted Securities.  This Agreement supersedes
     all prior agreements and understandings between the parties with respect to
     such subject matter.

               (l) Required Consents.  Whenever the consent or approval of
                   -----------------
     Holders of a specified percentage of Transfer Restricted Securities is
     required hereunder, Transfer Restricted Securities held by the Issuers or
     its affiliates (as such term is defined in Rule 405 under the Securities
     Act) shall not be counted in determining whether such consent or approval
     was given by the Holders of such required percentage.

<PAGE>

                                                                              22

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                           AVALON CABLE LLC

                                               /S/ Joel C. Cohen
                                           By:-----------------------------
                                              Name:  Joel C. Cohen
                                              Title: President, Chief Executive
                                                     Officer and Secretary

                                           AVALON CABLE OF MICHIGAN
                                           HOLDINGS, INC.

                                              /S/ Joel C. Cohen
                                           By:-----------------------------
                                              Name:  Joel C. Cohen
                                              Title: President, Chief Executive
                                                     Officer and Secretary



                                           AVALON CABLE HOLDINGS FINANCE, INC.

                                              /S/ Joel C. Cohen
                                           By:-----------------------------
                                              Name:  Joel C. Cohen
                                              Title: President, Chief Executive
                                                     Officer and Secretary

Accepted as of the date thereof:

LEHMAN BROTHERS INC.,
  on behalf of the Initial Purchasers


By: /S/ Raymond A. Cubero
   --------------------------
   Name: Raymond A. Cubereo
   Title: Sr. Vice President