INDENTURE dated as of December 10, 1998 among Avalon Cable of Michigan
Holdings, Inc., a Delaware corporation ("Michigan Holdings"), Avalon Cable LLC,
a Delaware limited liability company ("Avalon Holdings") and Avalon Cable
Holdings Finance, Inc., a Delaware corporation ("Finance Holdings") and The Bank
of New York, a New York banking corporation, as trustee (the "Trustee").
The Issuers, any Guarantors (as defined herein) and the Trustee agree as
follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders of the 11% Senior Discount Notes due 2008 (the "Initial
Senior Discount Notes") and the 11% Senior Discount Notes due 2008 if and when
issued in the Exchange Offer (the "New Senior Discount Notes" and, together with
the Initial Senior Discount Notes and the Additional Senior Discount Notes, if
any, the "Senior Discount Notes"):
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1 DEFINITIONS.
"ABRY" means ABRY Partners, Inc.
"ABRY III" means ABRY Broadcast Partners III, L.P.
"ABRY Management Agreement" means the Management and Consulting Services
Agreement entered into as of May 29, 1998 and amended and restated as of
November 6, 1998 by and among ABRY Partners, Inc., Avalon Michigan and Avalon
New England and any successor agreement; provided that any such successor
agreement shall not modify the ABRY Management Agreement as in effect as of
November 6, 1998 in any material respect, taken as a whole, adverse to the
Issuers and their Subsidiaries or the Trustee.
"ABRY Subordinated Debt" means Indebtedness of the Issuers in principal
amount not to exceed $30.0 million in the aggregate at any time outstanding (a)
that is owed to Avalon, directly or indirectly, or to ABRY III, ABRY or any
other investment fund controlled by ABRY, (b) as to which the payment of
principal of (and premium, if any) and interest and other payment obligations in
respect of such Indebtedness shall be subordinate to the prior payment in full
of the Senior Discount Notes and the Senior Subordinated Notes to at least the
following extent: (i) no payments of principal (or premium, if any) or interest
on or otherwise due in respect of such Indebtedness may be permitted for so long
as any default in the payment of principal (or premium, if any) or interest on
the Senior Discount Notes and/or the Senior Subordinated Notes exists and (ii)
in the event that any other default that with the passing of time or the giving
of notice, or both, would constitute an event of default exists with respect to
the Senior Discount Notes and/or the Senior Subordinated Notes, upon notice by
25% or more in principal amount at maturity of the Senior Discount Notes and/or
the Senior Subordinated Notes, as appropriate, to the trustee under the Senior
Discount Notes and/or the Senior Subordinated Notes, such trustee or trustees
shall have the right to give notice to the Issuers and the holder of