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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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company, the right to exercise, directly or indirectly, more than fifty percent
(50%) of the voting rights attributable to the controlled corporation or limited
liability company and, with respect to any individual, partnership, trust,
estate, association or other entity, the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of the
controlled entity.

          "Ancillary Agreements" means the Securities Purchase Agreement, the
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Members Agreement, the Contribution Agreement, the Assumption Agreement, the
Instrument of Assignment, the Put Agreement, the Investment Agreement and all
other documents required to be executed (in each case, as in effect from time to
time) in order to effectuate the transactions contemplated by the Securities
Purchase Agreement.

          "Applicable Rate" for any Class A Unit means 15% per annum compounded
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annually as provided in the definition of the term "Yield"; provided, that in
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the event a Sale of the Company has not been effected on or prior to the
eleventh anniversary of the First Closing Date, the Applicable Rate shall be 17%
per annum compounded annually as provided in the definition of the term "Yield"
and shall be deemed to have been 17% retroactively from the First Closing Date.

          "Assignee" means any Unitholder (including a Person who purchases
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Units from the Company) which is not a Member.

          "Avalon Bridge Loan" means the promissory note of the Company dated as
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of the First Closing Date in favor of Avalon Cable Holdings, LLC, initially in
the principal amount of $18,000,000.

          "Avalon Cable Holdings" means Avalon Cable Holdings, LLC, a Delaware
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limited liability company.

          "Avalon Cable Michigan" means Avalon Cable of Michigan, Inc., a
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Pennsylvania corporation.

          "Avalon Investors" means Avalon Investors, L.L.C., a Delaware limited
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liability company.

          "Avalon Members" collectively means Avalon Cable Michigan and Avalon
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New England, Inc.

          "Avalon Michigan Interest" means the membership interest of Avalon
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Cable Michigan owned by the Company.

          "Avalon Michigan LLC" means Avalon Cable of Michigan, LLC, a Delaware
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limited liability company.

          "Avalon New England, Inc." means Avalon Cable of New England Holdings
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Inc., a Delaware corporation.

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