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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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                                                                              66

                                  ARTICLE 5.
                                  SUCCESSORS

SECTION 5.1 MERGER, CONSOLIDATION, OR SALE OF ASSETS.

            The Issuer or Issuers holding all or substantially all of the assets
of the Issuers on a combined basis will not, directly or indirectly, consolidate
or merge with or into (whether or not such Issuer is the surviving corporation),
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Issuers on a combined basis in one or
more related transactions, to another Person unless (i) such Issuer is the
surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than such Issuer) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a
Person organized or existing under the laws of the United States, any state
thereof or the District of Columbia; provided that the Issuers agree that so
long as the Senior Discount Notes are outstanding at least one of the Issuers
shall be a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia; (ii) the Person formed by
or surviving any such consolidation or merger (if other than such Issuer) or the
Person to which such sale, assignment, transfer, conveyance or other disposition
shall have been made assumes all the obligations of such Issuer under the Senior
Discount Notes and the Indenture pursuant to a supplemental indenture in a form
reasonably satisfactory to the Trustee; (iii) immediately before and after such
transaction no Default or Event of Default shall have occurred; and (iv) except
in the case of a merger of such Issuer with or into a Restricted Subsidiary of
such Issuer, the Issuer or the Person formed by or surviving any such
consolidation or merger (if other than such Issuer), or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made,
together with the surviving Issuers, will, immediately before and after such
transaction after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
quarter, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the test set forth in the first paragraph of Section 4.9. None of
the Issuers may, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other Person.

            Notwithstanding the foregoing, (a) any or all of the Issuers may
merge or consolidate with or transfer substantially all of its assets to an
Affiliate that has no significant assets or liabilities and was formed solely
for the purpose of changing the jurisdiction of organization of such Issuer or
the form of organization of such Issuer, provided that the amount of
Indebtedness of such Issuer and its Restricted Subsidiaries is not increased
thereby and provided, further, that the successor assumes all obligations of
such Issuer under the Indenture and the Registration Rights Agreement and (b)
nothing in this Section 5.1 shall be deemed to prevent the consummation of the
Reorganization.