*21.1 Subsidiaries of Avalon Cable LLC, Avalon Cable Holdings Finance, Inc.,
Avalon Cable of Michigan, Inc. and Avalon Cable of Michigan Holdings, Inc.
23.1 Consents of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Greenfield, Altman, Brown, Berger & Katz, P.C., Independent
23.3 Consent of KPMG LLP, Independent Accountants.
23.4 Consent of Kirkland & Ellis (included in Exhibit 5.1 above).
23.5 Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 99.4 below).
*24.1 Power of Attorney.
25.1 Statement of Eligibility of Trustee on Form T-1 with respect to the New
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Tender Instructions.
99.4 Opinion of Kirkpatrick & Lockhart LLP.
**To be filed by Amendment.
(1) Filed as an Exhibit to the Registration Statement on Form S-4 (File No.
333-75453) filed by Avalon Cable of Michigan LLC on May 27, 1999.
(b) Financial Statement Schedules.
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or not material, or the information
called for thereby is otherwise included in the financial statements and
therefore has been omitted.
Item 22. Undertakings.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.