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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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            The Issuers may also from time to time designate one or more other
offices or agencies where the Senior Discount Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Issuers of their obligation to maintain an office or
agency in the Borough of Manhattan, The City of New York for such purposes.  The
Issuers shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or

            The Issuers hereby designate the Corporate Trust Office of the
Trustee as one such office or agency of the Issuers in accordance with Section


            (a) Whether or not the Issuers are required by the rules and
regulations of the Commission, so long as any Senior Discount Notes are
outstanding, the Issuers, on a combined consolidated basis, will furnish to each
of the Holders of Senior Discount Notes (i) quarterly and annual financial
statements substantially equivalent to financial statements that would have been
included in a filing with the Commission on Forms 10-Q and 10-K if the Issuers
were required to file such financial information, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Issuers and,
with respect to the annual information only, reports thereon by the Issuers'
independent public accountants (which shall be firm(s) of established national
reputation) and (ii) all information that would be required to be filed with the
Commission on Form 8-K if the Issuers were required to file such reports. All
such information and reports shall be provided on or prior to the dates on which
such filings would have been required to be made had such Issuer been subject to
the rules and regulations of the Commission. In addition, the Issuers shall make
such information available to securities analysts and prospective investors upon
request. In addition, following the consummation of the exchange offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the SEC, the Issuers shall file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request.

            (b) For so long as any Senior Discount Notes remain outstanding, the
Issuers shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuers'
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).