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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
Entire Document

          This Registration Rights Agreement (this "Agreement") is made and
entered into as of December 10, 1998 by and among Avalon Cable LLC, a Delaware
limited liability corporation ("Avalon Holdings"), Avalon Cable of Michigan
Holdings, Inc., a Delaware corporation ("Michigan Holdings "), Avalon Cable
Holdings Finance, Inc., a Delaware corporation ("Finance Holdings"), and Lehman
Brothers Inc. and Barclays Capital ("Barclays" and, together with Lehman, the
"Initial Purchasers").

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of December  3, 1998,
 among the Issuers and the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
Issuers to the Initial Purchasers of $196,000,000 aggregate principal amount at
maturity of the Issuers' 11 7/8% Senior Discount  Notes due 2008 (the "Senior
Discount Notes").  In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers have agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and their
direct and indirect transferees and assigns.  The execution and delivery of this
Agreement is a condition to the Initial Purchasers' obligations to purchase the
Senior Discount Notes under the Purchase Agreement. Capitalized terms used but
not specifically defined herein have the respective meanings ascribed thereto in
the Purchase Agreement.

          The parties hereby agree as follows:

           1.  Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings:

               Broker-Dealer:  Any broker or dealer registered under the
     Exchange Act.

               Closing Date:  The date on which the Senior Discount Notes were

               Commission:  The Securities and Exchange Commission.

               Consummate:  A registered Exchange Offer shall be deemed
     "Consummated" for purposes of this Agreement upon the occurrence of (i) the
     filing and effectiveness under the Securities Act of the Exchange Offer
     Registration Statement relating to the New Notes to be issued in the
     Exchange Offer, (ii) the maintenance of such Registration Statement
     continuously effective and the keeping of the Exchange Offer open for a
     period not less than the minimum period required pursuant to Section 3(b)
     hereof and (iii) the delivery by the Issuers of the New Notes in the same
     aggregate principal amount as the aggregate principal amount of Transfer
     Restricted Securities that were validly tendered by Holders thereof
     pursuant to the Exchange Offer.

               Effectiveness Target Date:  As defined in Section 5(a) hereof.

               Event Date:  As defined in Section 5(b) hereof.

               Exchange Act:  The Securities Exchange Act of 1934, as amended.

               Exchange Offer:  The registration by the Issuers under the
     Securities Act of the New Notes pursuant to a Registration Statement
     pursuant to which the Issuers offer the Holders of all outstanding Transfer
     Restricted Securities the opportunity to exchange all such outstanding
     Transfer Restricted Securities held by such Holders for New Notes in an
     aggregate principal