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S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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     be a payment of the Unpaid Yield, and second a payment of the Unreturned
     Capital Value, of such Class A Unit.

          (b)  SECOND, to the Unitholders which own Class A Units, in proportion
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     to and to the extent of the Unpaid Yield on the Class A Units owned by each
     such Unitholder as of the time of such Distribution.

          (c)  THIRD, to the Unitholders which own Class A Units, in proportion
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     to and to the extent of the Unreturned Capital Value in respect of the
     Class A Units owned by each such Unitholder as of the time of such
     Distribution.  No distribution or any portion thereof may be made pursuant
     to Section 7.1(d) until the entire amount of the distributions pursuant to
     Sections 7.1(b) and (c) have been made.

          (d)  FOURTH, to the Unitholders, pro rata according to the number of
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     Units owned by each Unitholder as a percentage of the total number of Units
     outstanding.

Notwithstanding any provisions of this Section 7.1 to the contrary,
distributions shall be made pursuant to Sections 7.1(b), (c) and (d) only to the
extent of each Unitholder's positive Capital Account balance, after taking into
account any previous distributions under this Section 7.1.  To the extent that
all or any portion of the entire amount of the distributions pursuant to
Sections 7.1(b) and (c) has not been made because of an inadequate Capital
Account balance, then no distribution or any portion thereof shall be made
pursuant to Section 7.1(d) until the entire amount of the distributions pursuant
to Sections 7.1(b) and (c) have been made.  For purposes of this Section 7.1, a
positive Capital Account balance shall include the amount of a Unitholder's
share of minimum gain (including any minimum gain arising from prior or current
distributions of liability proceeds), which is or would be effectively treated
as a deficit restoration obligation, as described in Treasury Regulation Section
1.704-2(g)(1) or (i)(5).

     7.2  INDEMNIFICATION AND REIMBURSEMENT FOR PAYMENTS ON BEHALF OF A
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UNITHOLDER. Except as otherwise provided in this Agreement, if the Company is
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required by law (as determined by the Tax Matters Partner based on the advice of
legal or tax counsel to the Company) to make any payment on behalf of a
Unitholder in its capacity as such (including in respect of withholding taxes,
personal property taxes, and unincorporated business taxes, etc.), then such
Unitholder (the "Indemnifying Unitholder") will indemnify the Company in full
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for the entire amount paid, including interest, penalties and expenses
associated with such payment.  The amount to be indemnified shall be charged
against the Capital Account of the Indemnifying Unitholder, and:

          (a)  first, promptly upon notification of an obligation to indemnify
     the Company, the Indemnifying Unitholder will make a cash payment to the
     Company in an amount equal to the full amount to be indemnified (and the
     amount paid will be added to the Indemnifying Unitholder's Capital Account
     but will not be deemed to be a Capital Contribution); and

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