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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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          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 owned by Avalon New England,
          Inc. In that event, any remaining amount of the Distribution shall be
          distributed in accordance with Section 7.4(a)(v); and

               (v)   the Unitholders which own the remaining Class B Units shall
          receive any remaining amount of such Special Distribution equal in
          value to the value of the Distribution that such Unitholders would
          have received had such amounts been distributed by the Company in
          accordance with Section 7.1.

          (b)  If and to the extent required by the Financing Agreements, the
     Unitholders hereby agree to return any Special Sale Proceeds to the
     Company, net of any tax liability; provided, that such Special Sale
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     Proceeds shall be used only to reduce Indebtedness under the Financing
     Agreements or as otherwise required or permitted thereunder.  Tax
     liability, for this section only, shall mean the actual taxable income
     recognized from the Special Sale by the Unitholder multiplied by the
     combined Federal and New York State maximum, effective marginal individual
     tax rates.


                                  ARTICLE VII
                                  ALLOCATIONS
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     8.1  REGULAR ALLOCATIONS.
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          (a)  ALLOCATION FOR NET PROFIT YEAR. For purposes of this Section 8.1,
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     subject to Section 8.2, if Profits exceed Losses for a Fiscal Year or other
     period, the net amount for such period ("Net Profits") shall be allocated
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     according to the following provisions:

               (i)  FIRST, to Unitholders which own Class A Units in proportion
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          to, and to the extent of, any Losses allocated to them pursuant to
          Section 8.1(b)(iv) for all prior Fiscal Years or other periods.  To
          the extent any allocation of Losses are offset pursuant to this
          Section 8.1(a)(i), such Losses shall be disregarded for purposes of
          computing subsequent allocations pursuant to this Section 8.1(a)(i);

               (ii) SECOND, to Unitholders which own Class A Units in proportion
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          to, and to the extent of, any Losses allocated to them pursuant to
          Section 8.1(b)(iii) for all prior Fiscal Years or other periods.  To
          the extent any allocation of Losses are offset pursuant to this
          Section 8.1(a)(ii), such Losses shall be disregarded for purposes of
          computing subsequent allocations pursuant to this Section 8.1(a)(ii);

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