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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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             First: to the Trustee (including any predecessor Trustee), its
agents and attorneys for amounts due under Section 7.7 hereof, including payment
of all compensation, fees, expenses and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;

             Second: to Holders of Senior Discount Notes for amounts due and
unpaid on the Senior Discount Notes for principal, premium and Liquidated
Damages, if any, and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Senior Discount Notes for
principal, premium and Liquidated Damages, if any and interest, respectively;
and

             Third:  to the Issuers.

             The Trustee may fix a record date and payment date for any payment
to Holders of Senior Discount Notes pursuant to this Section 6.10.

SECTION 6.11 FOR COSTS.

             In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by
a Holder of a Senior Discount Notes pursuant to Section 6.7 hereof, or a suit by
Holders of more than 10% in principal amount at maturity of the then outstanding
Senior Discount Notes.

                                  ARTICLE 7.
                                    TRUSTEE

SECTION 7.1  DUTIES OF TRUSTEE.

             (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

             (b)  Except during the continuance of an Event of Default:

                  (i)  the duties of the Trustee shall be determined solely by
          the express provisions of this Indenture and the Trustee need perform
          only those duties that are specifically set forth in this Indenture
          and no others, and no implied