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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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     written consent of Members which own a majority of the outstanding Class A
     Units owned by Members, the Managers shall not have the authority to:

               (i)    create new classes of Equity Securities senior or pari
          passu to the Class A Units in right of allocation or payment of the
          Unpaid Yield or Unreturned Capital Value (including in connection with
          a Special Distribution), except as otherwise provided in Section
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          3.12(b);

               (ii)   redeem securities of the Company ranking junior to the
          Class A Units in right of allocation or payment of the Unpaid Yield or
          Unreturned Capital Value (including in connection with a Special
          Distribution), except for Permitted Redemptions;
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               (iii)  make Distributions to any class of Equity Securities,
          except for Distributions in respect of Class A Units or Distributions
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          made in respect of Permitted Pari-Passu Equity in accordance with
          Section 3.12(b); provided, that the Managers shall be permitted to
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          cause the Company to make Distributions in accordance with Section
          7.1(a) without first having obtained the written consent of such
          Members;

               (iv)   authorize the issuance of additional Class A Units (other
          than for issuance to Avalon Investors pursuant to Section 7 of the
          Members Agreement) or any security convertible into or exercisable or
          exchangeable for Class A Units;

               (v)    mandate additional capital contributions by holders of
          Class A Units (other than pursuant to Section 7 of the Members
          Agreement or Section 7.2(a) of this Agreement);

               (vi)   admit or cause to admit additional members to Avalon
          Michigan LLC or Avalon New England LLC (other than the Company), or
          issue Equity Securities of such entities (other than to the Company),
          or directly or indirectly cause a sale or other disposition of more
          than 50% (but not a Sale of the Company) of the consolidated assets of
          the Company and its Subsidiaries, taken as a whole;

               (vii)  authorize or cause, directly or indirectly, Avalon
          Michigan LLC or Avalon New England LLC or any direct or indirect
          Subsidiary of the Company to engage in transactions or other acts that
          the Company is prohibited from engaging in pursuant to the terms and
          conditions of this Agreement;

               (viii) enter into and/or amend or otherwise change any Related
          Party Agreement other than issuances of Equity Securities of the
          Company and Permitted Pari Passu Equity in accordance with this
          Agreement, provided, that the Company may: (i) borrow money from
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          Related Parties pursuant to New Bridge Loans; (ii)

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