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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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                                  ARTICLE XII
                     MATTERS CONCERNING BRIDGE FACILITIES
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     12.1 INTENTIONALLY OMITTED.
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     12.2 INTENTIONALLY OMITTED.
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                                  ARTICLE XII
                           MISCELLANEOUS PROVISIONS
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     13.1 NOTICES.
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          (a) All notices, requests, demands and other communications under or
in connection with this Agreement shall be given to or made upon (i) any Member,
at such Member's address set forth on the attached Schedule 1; and (ii) the
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Company, 201 East 69th Street, Penthouse G, New York, NY  10021, Attention: Joel
Cohen, President, with copies to ABRY Partners, Inc., 18 Newbury Street, Boston,
MA  02116, Attention:  Jay Grossman, and to Kirkland & Ellis, 153 East 53rd
Street, New York, NY  10022, Attention:  John L. Kuehn (or in any case to such
other address as the addressee may from time to time designate in writing to the
sender).

          (b)  All notices, requests, demands and other communications given or
made in accordance with the provisions of this Agreement shall be in writing,
and shall be deemed effectively given upon personal delivery or delivery by
courier to the party to be notified or three (3) business days after deposit
with the United States Post Office, by registered or certified mail, return
receipt requested, postage prepaid and addressed as provided in Section 13.1(a).

     13.2 GOVERNING LAW.  ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION,
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CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE
EXHIBITS AND SCHEDULES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND SPECIFICALLY THE ACT,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR
PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION)

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