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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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          "Avalon New England Interest" means the membership interest of Avalon
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New England LLC owned by the Company.

          "Avalon New England LLC" means Avalon Cable of New England LLC, a
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Delaware limited liability company and wholly-owned Subsidiary of the Company.

          "Bankruptcy" means, with respect to the Company: (i) the Company makes
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an assignment for the benefit of creditors; (ii) the Company files a voluntary
petition of bankruptcy; (iii) the Company is adjudged a bankrupt or insolvent,
or has entered against it an order for relief, in any bankruptcy or insolvency
proceeding; (iv) the Company files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation; (v) the Company files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any proceeding of a nature
described in this definition; (vi) the Company seeks, consents to or acquiesces
in the appointment of a trustee, receiver or liquidator of the Company or of all
or any substantial part of its properties; (vii) 120 days after the commencement
of any proceeding against the Company seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
statute, law or regulation, such proceeding has not been dismissed; or (viii)
within 90 days after the appointment without the Company's consent or
acquiescence of a trustee, receiver or liquidator of the Company or of all or
any substantial part of its properties, the appointment is not vacated or
stayed, or within 90 days after the expiration of any such stay, the appointment
is not vacated.

          For definition of "Board", see definition of "Manager."
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          "Book Value" means, with respect to any Company property, the
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Company's adjusted basis for federal income tax purposes, adjusted from time to
time to reflect the adjustments required or permitted by Treasury Regulation
Section 1.704-1(b)(2)(iv)(d)-(g).
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          "Bridge Facilities" collectively means Indebtedness incurred under the
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Lehman Bridge Loan and the Avalon Bridge Loan.

          "Business Day" means a day other than a Saturday, Sunday or other day
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which is a nationally recognized holiday.

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

          "Capital Account" means, with respect to any Member, the account
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maintained for such Member as provided in Article VI and in a manner which the
Managers determine is in accordance with Treasury Regulations Section 1.704-
1(b)(2)(iv), and this Agreement.

          "Capital Contribution" means any contribution to the capital of the
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Company in cash or property by any Person, whenever made.

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