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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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Effect. In addition, except as described in the Offering Memorandum, the
consummation of the transactions contemplated by this Agreement will not give
rise to any third party rights of first refusal under any material agreement as
to which the Issuers and any of their subsidiaries or any of their property or
assets may be subject.

          (u)  Each of the Issuers and each of their subsidiaries owns or
possesses all patents, trademarks, trademark registrations, service marks,
service mark registrations, trade names, copyrights, licenses, inventions, trade
secrets and related rights described in the Offering Memorandum as being owned
by any of them or necessary for the conduct of their respective businesses, and
none of the Issuers nor any of their subsidiaries are aware of any claim to the
contrary or any challenge by any other person to the rights of the Issuers or
any of their subsidiaries with respect to such rights that would in the
aggregate have a Material Adverse Effect.

          (v)  Each of the Issuers and each of their subsidiaries has such
permits, licenses, franchises, certificates, consents, orders and other
approvals or authorizations of any governmental or regulatory authority
("Permits"), as are necessary under applicable law to own their respective
properties and to conduct their respective businesses in the manner described in
the Offering Memorandum, except to the extent that the failure to have such
Permits would not have a Material Adverse Effect.  Each of the Issuers and each
of their subsidiaries has fulfilled and performed, in all material respects, all
their respective obligations with respect to the Permits, and no event has
occurred which allows, or after notice or lapse of time would allow, revocation
or termination thereof or results in any other material impairment of the rights
of the holders of any Permit, subject in each case to such qualification as may
be set forth in the Offering Memorandum and except to the extent that any such
revocation or termination would not have a Material Adverse Effect.

          (w)  None of the Issuers nor any of their subsidiaries nor any
director, officer, agent, employee or other person associated with or acting on
behalf of the Issuers or any of their subsidiaries, have used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from
corporate funds; violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment.

          (x)  None of the Issuers nor any of their subsidiaries are currently
or will be, upon sale of the Initial Notes in accordance herewith and the
application of the net proceeds therefrom as described in the Offering
Memorandum under the caption "Use of Proceeds," an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

          (y)  None of the Issuers nor any affiliate (as defined in Rule 501(b)
of Regulation D ("Regulation D") under the Securities Act) of any of the Issuers
has directly, or through any agent (provided that no representation is made as
to the Initial Purchasers or any person acting on their behalf), (i) sold,
offered for sale, solicited offers to buy or otherwise negotiated in respect of,
any security (as defined in the Securities Act) which is or would be integrated
with the offering and sale of the Notes in a manner that would