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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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     7.4  SPECIAL DISTRIBUTIONS.
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          (a)  In the event of a Special Sale, and then only upon the election
     of the Board, immediately prior to the consummation of such Special Sale
     the Company shall distribute 100% of the Avalon New England Interest
     pursuant to the following provisions:

               (i)   Prior to the distribution, the Gross Asset Value of the
          Avalon New England Interest being distributed shall be adjusted, under
          the provisions of Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)
          and (g), to equal its gross Fair Market Value and the amount of such
          adjustment shall be taken into account as gain or loss from the
          disposition of such Interest for purposes of Article VIII
          (Allocations);

               (ii)  Solely for purposes of this Section 7.4, and solely for
          purposes of determining the number of Class B Units redeemed pursuant
          to Section 7.4(a)(iv), the Gross Asset Value of all other assets of
          the Company, including the Avalon Michigan Interest, shall be deemed
          to have been adjusted, on a pro forma basis, pursuant to the
          principles of Treasury Regulation Sections 1.704-1(b)(2)(iv)(f) and
          (g), to equal their respective gross Fair Market Values and the amount
          of such adjustment shall be deemed taken into account, as a pro forma
          matter, as gain or loss from the disposition of such assets pursuant
          to the principles of Article VIII (Allocations);

               (iii) The Unitholders which own Class A Units shall receive a
          percentage of the Avalon New England Interest equal in value to the
          amount of the Distribution that such Unitholders would have received
          had an amount equal to the Gross Asset Value of the Avalon New England
          Interest was distributed by the Company in accordance with Section
          7.1.  No Special Distribution or any portion thereof may be made
          pursuant to Sections 7.4(a)(iv) or (v) until the entire amount of the
          Distribution described in this Section 7.4(a)(iii) has been paid to
          the Unitholders which own Class A Units;

               (iv)  Avalon New England, Inc. shall receive the following
          Special Distribution of the Avalon New England Interest in redemption
          of some or all of its Class B Units: the Company shall redeem the
          number of Class B Units owned by Avalon New England, Inc. that have an
          aggregate positive Capital Account balance equal to the Fair Market
          Value of the Avalon New England Interest being received by Avalon New
          England, Inc. in the redemption. For purposes of this Section
          7.4(a)(iv) only, the aggregate positive Capital Account balance of
          Class B Units owned by Avalon New England, Inc. shall be determined,
          on a pro forma basis, by including both the adjustment described in
          Section 7.4(a)(ii), as well as the pro forma adjustment described in
          Section 7.4(a)(iii). In the event that the Fair Market Value of the
          Avalon New England Interest remaining after the distribution described
          in Section 7.4(a)(iii) exceeds the positive Capital Account balances
          of all Class B Units owned by Avalon New England, Inc. as determined
          under this Section 7.4(a)(iv), then the Special Distribution described
          in this Section 7.4(a)(iv) shall consist of such percentage of the
          Avalon New England Interest having a Fair Market Value equal to the
          positive Capital Account balances of all Class B Units


<TABLE>
<CAPTION>
DATE                     PRINCIPAL LOANED OR REPAID              UNPAID PRINCIPAL BALANCE
- ----------------------   ------------------------------------    -----------------------------------
<S>                      <C>                                     <C>
___________              $___________                           $____________
</TABLE>



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