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S-4
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4 on 04/01/1999
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and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
that liability under the provisions of Subchapter D of Pennsylvania's Business
Corporation Law.
 
   Article V further provides that Avalon Cable of Michigan, Inc. may purchase
and maintain insurance on its own behalf and on behalf of any person who is or
was a director, officer, employee, fiduciary or agent of Avalon Cable of
Michigan, Inc. or was serving at the request of Avalon Cable of Michigan, Inc.
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, whether or not
Avalon Cable of Michigan, Inc. would have the power to indemnify such person
against such liability under Article V.
 
Item 21. Exhibits and Financial Statement Schedules.
 
   (a) Exhibits.
 

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 Exhibit
  Number                                   Exhibit
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<S>       <C>
    2.1   Taconic Technology Corp. acquisition agreement.*
 
    3.1   Certificate of Formation of Avalon Cable LLC.*
 
    3.2   Certificate of Incorporation of Avalon Cable Holdings Finance, Inc.*
 
    3.3   Certificate of Incorporation of Avalon Cable of Michigan Holdings, Inc.*
 
    3.4   Certificate of Incorporation of Avalon Cable of Michigan, Inc.*
 
    3.5   Amended and Restated Limited Liability Company Agreement of Avalon Cable
          LLC.*
 
    3.6   By-Laws of Avalon Cable Holdings Finance, Inc.*
 
    3.7   By-Laws of Avalon Cable of Michigan Holdings, Inc.*
 
    3.8   By-Laws of Avalon Cable of Michigan, Inc.*
 
    4.1   Indenture, dated as of December 10, 1998 by and among Avalon Cable LLC,
          Avalon Cable of Michigan Holdings, Inc. and Avalon Cable Holdings Finance,
          Inc., as Issuers and The Bank of New York, as Trustee for the Notes.*
 
    4.2   Supplemental Indenture, dated as of March 26, 1999 by and among Avalon
          Cable LLC, Avalon Cable of Michigan Holdings, Inc. and Avalon Cable
          Holdings Finance, Inc., as Issuers, Avalon Cable of Michigan, Inc., as
          guarantor, and The Bank of New York, as Trustee for the Notes.*
 
    4.3   Purchase Agreement, dated as of December 3, 1998, by and among Avalon
          Cable of Michigan, Inc., Avalon Cable of New England LLC and Avalon Cable
          Finance, Inc. and the Initial Purchasers of the Notes.*
    4.4   Registration Rights Agreement, dated as of December 10, 1998, by and among
          Avalon Cable of Michigan, Inc., Avalon Cable of New England LLC and Avalon
          Cable Finance, Inc. and the Initial Purchasers of the Notes.*
 
    4.5   Form of 9 5/8% Senior Subordinated Notes due 2008 (included in Exhibit 4.1
          above as Exhibit A).*
 
    5.1   Opinion of Kirkland & Ellis.*
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