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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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             (xi)   the guarantee by any Restricted Subsidiary of Indebtedness
     of any of the Issuers so long as such guarantee by such Restricted
     Subsidiary complies with the provisions under Section 4.17;

             (xii)  Indebtedness consisting of customary indemnification,
     adjustments of purchase price or similar obligations, in each case,
     incurred or assumed in connection with the acquisition of any business or
     assets; and

             (xiii) the incurrence by the Issuers or any of their Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness incurred to refund, refinance or replace
     any other Indebtedness incurred pursuant to this clause (xiii), not to
     exceed $15.0 million.

             For purposes of determining compliance with this covenant, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (xiii)
above as of the date of incurrence thereof or is entitled to be incurred
pursuant to the first paragraph of this covenant as of the date of incurrence
thereof, the Issuers shall, in their sole discretion, classify or reclassify
such item of Indebtedness in any manner that complies with this covenant.
Accrual of interest, the accretion of accreted value and the payment of interest
in the form of additional Indebtedness will not be deemed to be an incurrence of
Indebtedness for purposes of this covenant and the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock will not be deemed an issuance of Disqualified Stock.


             The Issuers will not, and will not permit any of their Restricted
Subsidiaries to, consummate an Asset Sale unless (i) such Issuer or such
Restricted Subsidiary receives consideration at the time of such Asset Sale at
least equal to the fair market value (evidenced by a resolution of its Board of
Directors, whose determination shall be conclusive, set forth in an Officers'
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor received by such Issuer or such Restricted Subsidiary is in the form of
cash or Cash Equivalents; provided that the amount of (x) any liabilities (as
shown on such Issuer's or such Restricted Subsidiary's most recent balance
sheet), of such Issuer or any of its Restricted Subsidiaries (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Senior Discount Notes) that are assumed by the transferee of any such assets
and (y) any securities, notes or other obligations received by such Issuer or
any such Restricted Subsidiary from such transferee that are promptly converted
by such Issuer or such Restricted Subsidiary into cash (to the extent of the
cash received), shall be deemed to be cash for purposes of the foregoing and the
next paragraph.

            Notwithstanding the immediately preceding paragraph, the Issuers and
their Restricted Subsidiaries will be permitted to consummate an Asset Sale
without complying with