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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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Discount Notes over the other creditors of the Issuers or with the intent of
defeating, hindering, delaying or defrauding creditors of the Issuers or others;

            (h)  the Issuers must have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with; and

            (i)  the Trustee shall have received such other documents,
assurances and Opinion of Counsel as are necessary.

SECTION 8.5 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
            OTHER MISCELLANEOUS PROVISIONS.

            Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Senior
Discount Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Senior Discount Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including an Issuer acting
as Paying Agent), to the Holders of such Senior Discount Notes of all sums due
and to become due thereon in respect of principal, premium, if any, Liquidated
Damages, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

            The Issuers jointly and severally agree to pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.4
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Senior Discount Notes.

            Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuers from time to time upon the request
of the Issuers any money or non-callable Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.6 REPAYMENT TO ISSUERS.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Issuers, in trust for the payment of the principal of, premium, if
any, Liquidated Damages, if any, or interest on any Senior Discount Notes and
remaining unclaimed for two years after such principal, and premium, if any,
Liquidated Damages, if any, or interest has become due and