EXHIBIT 7
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of August 11, 1998 (the "Amendment"),
to the Agreement and Plan of Merger among Cable Michigan, Inc. (the "Company"),
Avalon Cable of Michigan Holdings Inc. ("Buyer"), and Avalon Cable of Michigan
Inc. ("Merger Subsidiary") dated June 3, 1998, amended and restated July 15,
1998 (as amended from time to time, the "Agreement").
WITNESSETH:
WHEREAS, the Company, Buyer and Merger Subsidiary have agreed
that the Agreement be amended in the manner provided for in this Amendment,
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein
shall have the meanings given them in the Agreement. References in the
Agreement to the "Agreement" or "this Agreement" and other similar references
shall be deemed to refer to the Agreement as amended hereby.
2. Amendment to the Agreement. Article 7 of the Agreement is
hereby amended by replacing the words "$11.00 per share" in Section 7.07,
wherever they appear therein, with the words "$12.00 per share".
3. Representations and Warranties of the Company. The Company
hereby represents and warrants to Buyer and to Merger Subsidiary that the
execution, delivery and performance by the Company of this Amendment and the
consummation by the Company of the transactions contemplated hereby are within
the Company's corporate powers, and have been duly authorized by all necessary
corporate and shareholder action. This Amendment constitutes a valid and
binding agreement of the Company.
4. Representations and Warranties of Buyer and Merger Subsidiary.
Each of Buyer and Merger Subsidiary hereby represents and warrants to the
Company that the execution, delivery and performance by such person of this
Amendment and the consummation by such person of the transactions contemplated
hereby are within such person's corporate powers and have been duly authorized
by all necessary corporate and shareholder action. This Amendment constitutes
a valid and binding agreement of Buyer or Merger Subsidiary, as the case may
be.
5. Miscellaneous.
(a) This Amendment is limited to the matters expressly set
forth herein. Except as expressly amended, modified and
supplemented hereby, the provisions of the Agreement are
and shall remain in full force and effect.
(b) This Amendment shall be construed in accordance with and
governed by the law of the State of New York.
(c) This Amendment may be signed in two or more counterparts,
each of which shall be an original, but all of which
together constitute one and the same agreement. This
Amendment shall become effective when each party hereto
shall have received counterparts hereof signed by all of
the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers as of the day
and year first above written.
CABLE MICHIGAN, INC.
By:/s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: President and Chief Operating Officer
AVALON CABLE OF MICHIGAN
HOLDINGS INC.
By:/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President and Secretary
AVALON CABLE OF MICHIGAN INC.
By:/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President and Secretary
