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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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          Upon the request of the Issuers accompanied by a resolution of their
respective Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of evidence satisfactory
to the Trustee of the consent of the Holders of Senior Discount Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
7.2 hereof, the Trustee shall join with the Issuers in the execution of such
amended or supplemental Indenture unless such amended or supplemental Indenture
directly affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

          It shall not be necessary for the consent of the Holders of Senior
Discount Notes under this Section 9.2 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

          After an amendment, supplement or waiver under this Section becomes
effective, the Issuers shall mail to the Holders of Senior Discount Notes
affected thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Issuers to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amended
or supplemental Indenture or waiver.  Subject to Sections 6.4 and 6.7 hereof,
the Holders of a majority in aggregate principal amount at maturity of the
Senior Discount Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Issuers with any provision of this
Indenture or the Senior Discount Notes.  However, without the consent of each
Holder affected, an amendment or waiver under this Section 9.2 may not (with
respect to any Senior Discount Notes held by a non-consenting Holder):

          (a)  reduce the principal amount of Senior Discount Notes whose
Holders must consent to an amendment, supplement or waiver;

          (b)  reduce the Accreted Value or principal of or change the fixed
maturity of any Senior Discount Note or alter the provisions with respect to the
redemption of the Senior Discount Notes except as provided above with respect to
Sections 3.9, 4.10 and 4.15 hereof;

          (c)  reduce the rate of or change the time for payment of interest,
including default interest, on any Senior Discount Notes;

          (d)  waive a Default or Event of Default in the payment of principal
of or premium, if any, or interest or Liquidated Damages, if any, on the Senior
Discount Notes (except a rescission of acceleration of the Senior Discount Notes
by the Holders of at least a majority in aggregate principal amount at maturity
of the then outstanding Senior Discount Notes and a waiver of the payment
default that resulted from such acceleration);

          (e)  make any Senior Discount Notes payable in money other than that
stated in the Senior Discount Notes;