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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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     Dealer except to the extent required by the Commission as a result of a
     change in policy announced after the date of this Agreement.

          The Issuers shall use their best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for resales of New Notes acquired by Broker-Dealers
for their own accounts as a result of market-making activities or other trading
activities and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of 180 days from the
date on which the Exchange Offer Registration Statement is declared effective.

          The Issuers shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
180-day period in order to facilitate such resales.

          4.  Shelf Registration.

              (a)   Shelf Registration.  If (i) the Issuers are not permitted to
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     consummate the Exchange Offer because the Exchange Offer is not permitted
     by applicable law or Commission policy (after the procedures set forth in
     Section 6(a) below have been complied with) or (ii) if any Holder of
     Transfer Restricted Securities that is a "qualified institutional buyer"
     (as defined in Rule 144A under the Securities Act) or an institutional
     "accredited investor" (as defined in Rule 501(A)(1), (2), (3) or (7) under
     the Securities Act) shall notify the Issuers prior to the 20th day
     following the Consummation of the Exchange Offer (A) that such Holder is
     prohibited by applicable law or Commission policy from participating in the
     Exchange Offer or (B) that such Holder may not resell the New Notes
     acquired by it in the Exchange Offer to the public without delivering a
     prospectus and that the Prospectus contained in the Exchange Offer
     Registration Statement is not appropriate or available for such resales by
     such Holder or (C) that such Holder is a Broker-Dealer and holds Senior
     Discount Notes acquired directly from the Issuers or one of their
     affiliates, then the Issuers shall in lieu of, or in the event of (ii)
     above, in addition to, effecting the registration of the New Notes pursuant
     to the Exchange Offer Registration Statement use their best efforts to:

                    (x) cause to be filed a shelf registration statement
          pursuant to Rule 415 under the Securities Act, which may be an
          amendment to the Exchange Offer Registration Statement (in either
          event, the "Shelf Registration Statement"), on or prior to the earlier
          to occur of (1) the 45th day after the date on which the Issuers
          determine that they are not required to file the Exchange Offer
          Registration Statement or (2) the 45th day after the date on which the
          Issuers receive notice from a Holder of Transfer Restricted Securities
          as contemplated by clause (ii) above (such earlier date being the
          "Shelf Filing Deadline"), which Shelf Registration Statement shall
          provide for resales of all Transfer Restricted Securities the Holders
          of which shall have provided the information required pursuant to
          Section 4(b) hereof; and