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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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          (c)  items of income, gain, loss or deduction attributable to the
     disposition of Company property having a Book Value that differs from its
     adjusted basis for tax purposes will be computed by reference to the Book
     Value of such property;

          (d)  items of depreciation, amortization and other cost recovery
     deductions with respect to Company property having a Book Value that
     differs from its adjusted basis for tax purposes will be computed by
     reference to the property's Book Value in accordance with Treasury
     Regulation Section 1.704-1(b)(2)(iv)(g); and
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          (e)  to the extent an adjustment to the adjusted tax basis of any
     Company asset pursuant to Code Section 732(d), 734(b) or 743(b) is
     required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to
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     be taken into account in determining Capital Accounts, the amount of such
     adjustment to the Capital Accounts will be treated as an item of gain (if
     the adjustment increases the basis of the asset) or loss (if the adjustment
     decreases such basis).

     6.3  NO INTEREST.  No interest will be paid by the Company on Capital
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Contributions or on balances in Capital Accounts.

     6.4  NO WITHDRAWAL.  No Person will be entitled to withdraw any part of his
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or her Capital Contribution or Capital Account or to receive any Distribution
from the Company, except as expressly provided in this Agreement.


                                  ARTICLE VII
                                 DISTRIBUTIONS
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     7.1  ORDER OF PRIORITY GENERALLY.  As and when determined by the Managers
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(taking into account any reserves that the Managers deem appropriate except that
the Managers shall not have discretion with respect to distributions made
pursuant to Section 7.1(a) which shall be mandatory, except to the extent of
restrictions imposed by law or third-party contract), subject to any
restrictions imposed by law or third-party contract, the Company may make
Distributions at any time or from time to time in the following order and
priority:

          (a)  FIRST, to the Unitholders until such holders shall have received,
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     their respective Tax Distribution Amounts (giving effect to all prior
     distributions to holders of such Units for all periods pursuant to this
     Section 7.1(a) with payment of such Tax Distribution Amounts under this
     section 7.1(a) occurring in chronological order, i.e., with Tax
     Distribution Amounts pertaining to or accruing in earlier periods paid
     first, in their entirety, before any payment is made under this section
     7.1(a) of Tax Distribution Amounts pertaining to or accruing in subsequent
     periods).  For purposes of determining the amounts of the Unpaid Yield and
     the Unreturned Capital Value for any Class A Unit, Distributions made in
     respect of such Class A Unit pursuant to this Section 7.1(a) will be deemed
     first to

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