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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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SECTION 6.5  CONTROL BY MAJORITY.

             Holders of a majority in principal amount at maturity of the then
outstanding Senior Discount Notes may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or that may be
unduly prejudicial to the rights of other Holders of Senior Discount Notes or
that may involve the Trustee in personal liability.  The Trustee may take any
other action consistent with this Indenture relating to any such direction.

SECTION 6.6  LIMITATION ON SUITS.

             A Holder of a Senior Discount Note may pursue a remedy with respect
to this Indenture or the Senior Discount Notes only if:

             (a)  the Holder of a Senior Discount Note gives to the Trustee
written notice of a continuing Event of Default;

             (b)  the Holders of at least 25% in principal amount at maturity of
the then outstanding Senior Discount Notes make a written request to the Trustee
to pursue the remedy;

             (c)  such Holder of a Senior Discount Note or Holders of Senior
Discount Notes offer and, if requested, provide to the Trustee security and
indemnity satisfactory to the Trustee against any loss, liability or expense;

             (d)  the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the provision of
security and indemnity; and

             (e)  during such 60-day period the Holders of a majority in
principal amount at maturity of the then outstanding Senior Discount Notes do
not give the Trustee a direction inconsistent with the request.

             A Holder of a Senior Discount Note may not use this Indenture to
prejudice the rights of another Holder of a Senior Discount Notes or to obtain a
preference or priority over another Holder of a Senior Discount Notes.

SECTION 6.7  RIGHTS OF HOLDERS OF SENIOR DISCOUNT NOTES TO RECEIVE PAYMENT.

             Notwithstanding any other provision of this Indenture, the right of
any Holder of a Senior Discount Note to receive payment of principal, premium
and Liquidated Damages, if any, and interest on the Senior Discount Note, on or
after the respective due dates expressed in the Senior Discount Notes (including
in connection with an offer to purchase), or to bring suit for the