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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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required by this Indenture and described in such notice. The Issuers will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Senior
Discount Notes as a result of a Change of Control.

             (b) On the Change of Control Payment Date, the Issuers will, to the
extent lawful, (1) accept for payment all Senior Discount Notes or portions
thereof properly tendered pursuant to the Change of Control Offer, (2) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Senior Discount Notes or portions thereof so tendered and (3)
deliver or cause to be delivered to the Trustee the Senior Discount Notes so
accepted together with an Officers' Certificate stating the aggregate principal
amount at maturity of Senior Discount Notes or portions thereof being purchased
by the Issuers. The Paying Agent will promptly mail to each Holder of Senior
Discount Notes so tendered the Change of Control Payment for such Senior
Discount Notes, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Senior Discount Note equal in
principal amount to any unpurchased portion of the Senior Discount Notes
surrendered, if any; provided that each such new Senior Discount Note will be in
a principal amount of $1,000 or an integral multiple thereof.  Prior to
complying with the provisions of this covenant, but in any event within 90 days
following a Change of Control, the Issuers will either repay all outstanding
Senior Indebtedness or obtain the requisite consents, if any, under all
agreements governing outstanding Senior Indebtedness to permit the repurchase of
Senior Discount Notes required by this covenant. The Issuers will publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

             (c) The Issuers will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Issuers and purchases all Senior Discount Notes validly tendered and
not withdrawn under such Change of Control Offer.

             (d) The Change of Control provisions described above will be
applicable whether or not any other provisions of this Indenture are applicable.

SECTION 4.16 [INTENTIONALLY OMITTED].

SECTION 4.17 GUARANTEES BY RESTRICTED SUBSIDIARIES.

             The Issuers will not permit any of their Restricted Subsidiaries,
directly or indirectly, to Guarantee, assume or in any other manner become
liable for the payment of any Indebtedness of the Issuers (other than as part of
the Reorganization) unless: (i) such Restricted Subsidiary simultaneously
executes and delivers a supplemental indenture providing for a Senior Discount
Note Guarantee of payment of the Senior Discount Notes by such Restricted
Subsidiary, and (ii) such Restricted Subsidiary waives, and will not in any
manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation