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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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interests in the Global Note and only in respect of such portion of the
aggregate principal amount of the new notes as to which such Participant or
Participants has or have given direction. However, if there is an Event of
Default under the new notes, the Depositary reserves the right to exchange
Global Note for legended new notes in certificated form, and to distribute such
new notes to its Participants.

   The information in this section concerning the Depositary and its book entry
systems has been obtained from sources that the Issuers believe to be reliable,
but the Issuers take no responsibility for the accuracy thereof.

   Although the Depositary has agreed to the foregoing procedures to facilitate
transfers of interests in the Global Note among Participants in the Depositary,
it is under no obligation to perform or to continue to perform such procedures,
and such procedures may be discontinued at any time. None of the Issuers, the
Initial Purchaser or the Trustee or any of their respective agents will have
any responsibility for the performance by the Depositary or its respective
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.

 Exchange of Book-Entry Notes for Certificated Notes

   A Global Note is exchangeable for definitive new notes in registered
certificated form ("Certificated Notes") if:

  . the Depositary (A) notifies the Issuers that it is unwilling or unable to
    continue as depositary for the Global Note and the Issuers thereupon fail
    to appoint a successor depositary or (B) has ceased to be a clearing
    agency registered under the Securities Exchange Act,

  . the Issuers, at their option, notify the Trustee in writing that they
    elect to cause issuance of the Certificated Notes or

  . there shall have occurred and be continuing a Default or Event of Default
    with respect to the new notes.

   Neither the Issuers nor the Trustee will be liable for any delay by the
Global Note Holder or the Depositary in identifying the beneficial owners of
new notes and the Issuers and the Trustee may conclusively rely on, and will be
protected in relying on, instructions from the Global Note Holder or the
Depositary for all purposes.

 Exchange of Certificated Notes for Book-Entry Notes

   Certificated Notes may not be exchanged for beneficial interests in any
Global Note unless the transferor first delivers to the Trustee a written
certificate (in the form provided in the Indenture) to the effect that such
transfer will comply with the appropriate transfer restrictions applicable to
such Notes. See "Notice to Investors."

 Same Day Settlement and Payment

   The Indenture requires that payments in respect of the new notes represented
by the Global Note (including principal, premium, if any, interest and
Liquidated Damages, if any) be made by wire transfer of immediately available
funds to the accounts specified by the Global Note Holder. With respect to
Certificated Notes, the Issuers will make all payments of principal, premium,
if any, interest and Liquidated Damages, if any, by wire transfer of
immediately available funds to the accounts specified by the Holders thereof
or, if no such account is specified, by mailing a check to each such Holder's
registered address. The new notes represented by the Global Note are expected
to be eligible to trade in the PORTAL market and to trade in the Depositary's
Same-Day Funds Settlement System, and any permitted secondary market trading
activity in such new notes will, therefore, be required by the Depositary to be
settled in immediately available funds. The Issuers expect that secondary
trading in the certificated Notes will also be settled in immediately available
funds.

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