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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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     amount equal to the aggregate principal amount of the Transfer Restricted
     Securities tendered in such exchange offer by such Holders.

               Exchange Offer Registration Statement:  The Registration
     Statement relating to the Exchange Offer, including the Prospectus which
     forms a part thereof.

               Exempt Resales:  The transactions in which the Initial Purchasers
     propose to sell the Senior Discount Notes, pursuant to the Purchase
     Agreement, solely to (i) persons whom the Initial Purchasers reasonably
     believe to be "qualified institutional buyers," as such term is defined in
     Rule 144A under the Securities Act, and (ii) to persons other than U.S.
     Persons in offshore transactions meeting the requirements of Rule 903 and
     Rule 904 of Regulation S under the Securities Act.

               Filing:  As defined in Section 3(a)(i) hereof.

               Holder:  As defined in Section 2(b) hereof.

               Indenture:  The Indenture, dated as of December 10, 1998, among
     the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant
     to which the Senior Discount Notes are to be issued, as such Indenture is
     amended or supplemented from time to time in accordance with the terms

               Initial Purchasers:  As defined in the preamble hereto.

               Issuers:  Initially, Michigan Holdings, Avalon Holdings and
     Finance Holdings; provided that, subsequent to the Reorganization (as
     defined in the Indenture), the Issuers shall be Avalon Holdings and Finance

               Liquidated Damages:  As defined in Section 5(a) hereof.

               NASD:  National Association of Securities Dealers, Inc.

               New Notes: The New Senior Discount Notes to be issued pursuant to
    the Indenture in the Exchange Offer.

               Participant:  As defined in Section 8(a) hereof.

               Person:  An individual, partnership, corporation, limited
     liability company, trust or unincorporated organization, or a government or
     agency or political subdivision thereof.

               Prospectus:  The prospectus included in a Registration Statement,
     as amended or supplemented by any prospectus supplement and by all other
     amendments thereto, including post-effective amendments, and all material
     incorporated by reference into such Prospectus.

               Registration Default:  As defined in Section 5(a) hereof.

               Registration Statement:  Any registration statement of the
     Issuers relating to (a) an offering of New Notes pursuant to an Exchange
     Offer or (b) the registration for resale of Transfer Restricted Securities
     pursuant to the Shelf Registration Statement, in either case, which is
     filed pursuant to the provisions of this Agreement and including the
     Prospectus included