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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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                                   EXHIBIT A
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                            FORM OF NEW BRIDGE LOAN
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__________, ____


       THIS PROMISSORY NOTE IS SUBORDINATE TO AMOUNTS OUTSTANDING UNDER THE
LOANS OR EXCHANGE NOTES DEFINED IN THE BRIDGE LOAN AGREEMENT REFERRED TO BELOW
AND TO THE CLASS A UNITS (AS DEFINED IN THE LLC AGREEMENT REFERRED TO BELOW).
NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY CONTAINED IN THIS PROMISSORY NOTE,
CASH PAYMENTS OF PRINCIPAL OR INTEREST OUTSTANDING UNDER THIS PROMISSORY NOTE
SHALL NOT BE MADE SO LONG AS: (A) THE LOANS OR EXCHANGE NOTES REMAIN
OUTSTANDING; (B) ANY PAYMENT DEFAULT ON THE LOANS OR EXCHANGE NOTES EXISTS; (C)
A PAYMENT BLOCKAGE IN RESPECT OF AMOUNTS OUTSTANDING UNDER THIS PROMISSORY NOTE
HAS BEEN IMPLEMENTED BY THE ADMINISTRATIVE AGENT OR EXCHANGE NOTE TRUSTEE; OR
(D) THE CLASS A UNITS HAVE ANY UNPAID YIELD OR UNRETURNED CAPITAL VALUE (AS SUCH
TERMS ARE DEFINED IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE MAKER, AS IN
EFFECT FROM TIME TO TIME, THE "LLC AGREEMENT"); PROVIDED, HOWEVER, THAT INTEREST
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DUE AND PAYABLE ON PRINCIPAL MAY BE ADDED TO THE PRINCIPAL AMOUNT OUTSTANDING
UNDER THIS PROMISSORY NOTE RATHER THAN BEING PAID IN CASH.


                               AVALON CABLE LLC

                                PROMISSORY NOTE

       The undersigned (the "Maker") hereby agrees to pay to Avalon Cable
                             -----
Holdings, LLC, a Delaware limited liability company, or the registered holder
hereof (in either case, the "Holder"), on _______________ (the "Maturity
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Date"), the unpaid principal sum of all loans made by the Holder to the Maker
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from time to time, together with unpaid accrued interest thereon. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Bridge Loan Agreement (the "Bridge Loan Agreement") dated
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November 6, 1998 by and among, Avalon Cable LLC, a Delaware limited liability
company, Avalon Cable of Michigan Holdings, Inc., a Delaware corporation, Avalon
Cable Holdings Finance, Inc., a Delaware corporation, Lehman Brothers Inc. and
Lehman Commercial Paper, Inc., as in effect from time to time, an executed copy
of which has been delivered to the Holder.

       Interest will accrue on the unpaid principal amount of this Promissory
Note from time to time at a rate per annum equal to the greater of (i) the
applicable federal rate published from time to time by the U.S. Internal revenue
Service for purposes of Section 1274(d) of the Internal Revenue Code of 1986, as
amended; or (ii) the Reference Rate (as defined in the LLC Agreement); provided,
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that at any time when there are amounts outstanding under the Bridge Loan
Agreement, such rate shall exceed the rate in effect under such loan plus 100
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basis points.  Such interest will compound on each anniversary of the date
hereof.