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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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and (viii) any unsatisfied obligation for "withdrawal liability" to a
"multiemployer plan" as such terms are defined under ERISA.

          "Lehman Bridge Loan" means the Bridge Credit Agreement dated as of the
First Closing Date by and among the Company, Avalon Cable Michigan, Inc. and the
other parties whose names appear on the signature pages thereto, as in effect
from time to time.

          "Liquidator" has the meaning set forth in Section 10.2.

          "Losses" means items of loss and deduction of the Company determined
according to Section 6.2.

          "Majority" means, with respect to the Managers, a combination of any
of such Managers constituting more than fifty percent (50%) of the number of
Managers who are then elected and qualified.

          "Majority in Voting Interest" means Members which own Units having
aggregate Voting Interests in excess of 50%.

          "Manager" or "Board" means David Unger, Joel Cohen, Jay Grossman,
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Peggy Koenig, Royce Yudkoff or any other Person that succeeds any of them in his
or her capacity as a manager of the Company or is elected to act as an
additional manager of the Company as provided in this Agreement.

          "Member" means each Person designated as a member on the attached
Schedule 1 and hereby made a part of this Agreement, any successor or successors
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to all or any part of any such Person's interest in the Company, or any other
Person admitted as a member of the Company in accordance with this Agreement,
each in the capacity as a member of the Company.

          "Members Agreement" means that certain Amended and Restated Members
Agreement dated as of the date of this Agreement by and among the Company and
the Members, as in effect from time to time.

          "Member Nonrecourse Deductions" mean "partner nonrecourse deductions"
as determined in accordance with Treasury Regulations Section 1.704-2(i)(2).

          "Mercom" means Mercom, Inc., a Delaware corporation.

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

          "Minimum Gain" means Company minimum gain determined pursuant to
Treasury Regulation Section 1.704-2(d).