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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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THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF DELAWARE.

     13.3  NO ACTION FOR PARTITION.  No Member shall have any right to maintain
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any action for partition with respect to the property of the Company.

     13.4  HEADINGS AND SECTIONS.  The headings in this Agreement are inserted
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for convenience only and are in no way intended to describe, interpret, define,
or limit the scope, extent or intent of this Agreement or any provision of this
Agreement.  Unless the context requires otherwise, all references in this
Agreement to Sections, Articles, Exhibits or Schedules shall be deemed to mean
and refer to Sections, Articles, Exhibits or Schedules of or to this Agreement.

     13.5  AMENDMENTS.  This Agreement and the certificate of formation of the
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Company shall not be amended, supplemented or restated without first obtaining
the written consent of: (i) Members which represent a Majority in Voting
Interest; and (ii) Members which own a majority of the Class A Units held by
Members; provided, that consent of the Members shall not be required under the
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preceding clause (ii) in the event that the proposed amendment, supplement or
restatement is made in connection with any issuance or proposed issuance of
Units not in violation of any provisions of this Agreement.

     13.6  NUMBER AND GENDER.  Where the context so indicates, the masculine
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shall include the feminine, the neuter shall include the masculine and feminine,
and the singular shall include the plural.

     13.7  BINDING EFFECT.  Except as otherwise provided to the contrary in this
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Agreement, this Agreement shall be binding upon and inure to the benefit of the
Members, their distributees, heirs, legal representatives, executors,
administrators, successors and permitted assigns.

     13.8  COUNTERPARTS.  This Agreement may be executed in multiple
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counterparts, each of which shall be deemed to be an original and shall be
binding upon the Member who executed the same, but all of such counterparts
shall constitute the same agreement.

     13.9  SEVERABILITY.  Whenever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement

     13.10 REMEDIES.  Each of the parties to this Agreement shall be entitled to
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enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorney's fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor.  The Unitholders agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its

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