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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 7.12 OTHER CAPACITIES.

             All references in this Indenture to the Trustee shall be deemed to
refer to the Trustee in its capacity as Trustee and in its capacities as any
Agent, to the extent acting in such capacities, and every provision of this
Indenture relating to the conduct or affecting the liability or offering
protection, immunity or indemnity to the Trustee shall be deemed to apply with
the same force and effect to the Trustee acting in its capacities as any Agent.

SECTION 7.13 TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE ISSUER.

             Any application by the Trustee for written instructions from the
Issuers may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective.  The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Issuers actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                  ARTICLE 8.
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

             The Issuers may, at their option and at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Senior Discount
Notes and the Senior Discount Note Guarantees, if any, upon compliance with the
conditions set forth below in this Article 8.

SECTION 8.2  LEGAL DEFEASANCE AND DISCHARGE.

             Upon the Issuers' exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Senior
Discount Notes and to have each Guarantor's obligations discharged with respect
to its Senior Discount Note Guarantee on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance").  For this purpose, Legal
Defeasance means that the Issuers shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Senior Discount Notes,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.5 hereof and the other sections of this Indenture referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Senior
Discount Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Issuers, shall execute