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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
Entire Document

       Any payment in respect of this Promissory Note will be applied first to
the unpaid accrued interest hereon and second to the unpaid principal amount

       Loans to the Maker by the Holder, and repayments of any or all of the
principal amount thereof and/or accrued interest thereon will be recorded on the
attached schedule.

       This instrument shall automatically convert into a quantity of Class B
Units of the Maker (as defined in the LLC Agreement) determined by dividing (x)
the sum of the unpaid principal sum of all loans made by the Holder to the Maker
hereunder from time to time and the amount of unpaid accrued interest thereon by
(y) $75.149 on the earlier of: (i) the Maturity Date; (ii) the date which is
eighteen (18) months after the date hereof; (iii) the date immediately prior to
the date on which a Distribution shall be made by the Maker in connection with a
Sale of the Company (as defined in the LLC Agreement) or liquidation; or (iv)
the occurrence of a Bankruptcy (as defined in the LLC Agreement); or (v) the day
after the date on which the Maker and the Holder otherwise agree.

       This Promissory Note shall be governed by the internal laws of the State
of New York.

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