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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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             Without unreasonable delay, the Issuers shall prepare and the
Trustee shall authenticate Definitive Notes in exchange for temporary Senior
Discount Notes.

             Holders of temporary Senior Discount Notes shall be entitled to all
of the benefits of this Indenture.


             The Issuers at any time may deliver Senior Discount Notes to the
Trustee for cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Senior Discount Notes surrendered to them for registration of
transfer, exchange or payment.  The Trustee and no one else shall cancel all
Senior Discount Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall return such canceled Senior
Discount Notes (subject to the record retention requirement of the Exchange
Act).  Certification of the destruction of all canceled Senior Discount Notes
shall be delivered (at the expense of the Issuers) to the Issuers.  The Issuers
may not issue new Senior Discount Notes to replace Senior Discount Notes that it
has paid or that have been delivered to the Trustee for cancellation (except as
otherwise provided herein).


             If the Issuers default in a payment of interest on the Senior
Discount Notes, they shall pay the defaulted interest in any lawful manner plus,
to the extent lawful, interest payable on the defaulted interest, to the Persons
who are Holders on a subsequent special record date, in each case at the rate
provided in the Senior Discount Notes and in Section 4.1 hereof. The Issuers
shall notify the Trustee in writing of the amount of defaulted interest proposed
to be paid on each Senior Discount Note and the date of the proposed payment.
The Issuers shall fix or cause to be fixed each such special record date and
payment date, provided that no such special record date shall be less than 10
days prior to the related payment date for such defaulted interest. At least 15
days before the special record date, the Issuers (or, upon the written request
of the Issuers, the Trustee in the name and at the expense of the Issuers) shall
mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.


             The Issuers in issuing the Senior Discount Notes may use "CUSIP"
numbers (if then generally in use) and, if so, the Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders, provided, however,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Senior Discount Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Senior Discount Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Issuers shall promptly notify the Trustee of any change in the
CUSIP numbers.