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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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          "Hedging Obligations" means, with respect to any Person, the net
payment Obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements in the ordinary course of business designed to
protect such Person against fluctuations in commodity prices, interest rates or
currency exchange rates.

          "Holder" means a Person in whose name a Senior Discount Note is
registered.

          "IAI Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in an initial denomination equal to $0 for resales
after the Issue Date to institutional "accredited investors" (as defined in Rule
501 under the Securities Act).

          "Indebtedness" means, with respect to any Person, without duplication,
any indebtedness of such Person, whether or not contingent, in respect of
borrowed money or evidenced by bonds, notes, debentures or similar instruments
or letters of credit (or reimbursement agreements in respect thereof) or
banker's acceptances or representing Capital Lease Obligations or the balance
deferred and unpaid of the purchase price of any Property acquired by such
Person or representing any Hedging Obligations, except any such balance that
constitutes an accrued expense or trade or accounts payable, if and to the
extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, as well as all Indebtedness of others
secured by a Lien on any asset of such Person (whether or not such Indebtedness
is assumed by such Person) and, to the extent not otherwise included, the
Guarantee by such Person of any Indebtedness of any other Person. The amount of
any Indebtedness outstanding as of any date shall be (i) the face amount
thereof, in the case of any Indebtedness with respect to acceptances, letters of
credit and similar facilities, (ii) the accreted value thereof in the case of
any Indebtedness that does not require current payments of interest and (ii) the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness; provided, however,
that, in each case, with respect to any Indebtedness of any Person secured by a
Lien on any asset of such Person and non-recourse to such Person, the amount of
such Indebtedness shall be the lesser of (A) the principal amount thereof and
(B) the fair market value of the Property subject to such Lien. Notwithstanding
the foregoing, the term "Indebtedness" shall not include Indebtedness of the
Issuers to Affiliates for which principal and interest payments are not required
to be made prior to the maturity of the Senior Discount Notes and which is
otherwise subordinated to the prior payment in full of the Senior Discount
Notes.

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.