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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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     be given by the Holders of a majority of the outstanding principal amount
     of then outstanding Transfer Restricted Securities being tendered or
     registered.

               (e) Notices.  All notices and other communications provided for
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     or permitted hereunder shall be made in writing by hand-delivery, first-
     class mail (registered or certified, return receipt requested), telex,
     telecopier, or air courier guaranteeing overnight delivery:

                    (i) if to a Holder, at the address of such Holder maintained
     by the Registrar under the Indenture; and

                    (ii) if to the Issuers:

                         Avalon Cable LLC
                         Avalon Cable of Michigan Holdings, Inc.
                         800 Third Avenue, Suite 3100
                         New York, New York 10022
                         Facsimile: 212-501-8695

                         With a copy to:

                         ABRY Partners, Inc.
                         18 Newbury Street
                         Boston, Massachusetts 02166
                         Facsimile: 617-859-8797

                         With a copy to:

                         Jill Sugar Factor
                         Kirkland & Ellis
                         200 East Randolph Drive
                         Chicago, Illinois 60601
                         Facsimile: 312-861-2200

               All such notices and communications shall be deemed to have been
     duly given: at the time delivered by hand, if personally delivered; five
     business days after being deposited in the mail, postage prepaid, if
     mailed; when answered back, if telexed; when receipt acknowledged, if
     telecopied; and on the next business day, if timely delivered to an air
     courier guaranteeing overnight delivery.

               Copies of all such notices, demands or other communications shall
     be concurrently delivered by the Person giving the same to the Trustee at
     the address specified in the Indenture.

               (f) Successors and Assigns.  This Agreement shall inure to the
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     benefit of and be binding upon the successors and assigns of each of the
     parties, including without limitation and without the need for an express
     assignment, subsequent Holders of Transfer