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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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Agreement and the terms and provisions hereof are for the sole benefit of only
the Issuers and the Initial Purchasers, except that the representations,
warranties, indemnities and agreements of the Issuers contained in this
Agreement shall also be deemed to be for the benefit of the person or persons,
if any, entitled to indemnification and contribution thereunder.

          Nothing in this Agreement shall supersede the provisions of the
engagement letter among ABRY Partners, Inc., Spartacus Holdings Co., Spartacus
Acquisition Co. and Lehman Brothers Inc. dated as of June 3, 1998.

          13.  Survival. The respective indemnities, representations, warranties
and agreements of the Initial Purchasers and the Issuers contained in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Initial Notes and
shall remain in full force and effect, regardless of any investigation made by
on behalf of any of them or any person controlling any of them.

          14.  Definition of the Terms "Business Day." For purposes of this
Agreement "business day" means any day on which the New York Stock Exchange,
Inc. is open for trading.

          15.  Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of New York.

          16.  Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

          17.  Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                            [signature page follows]