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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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and (b) with respect to transactions or events other than Asset Sales, the
aggregate cash proceeds or Cash Equivalents received by the Issuers or any of
their Restricted Subsidiaries in connection therewith less the reasonable fees,
commissions and other out-of-pocket expenses incurred by the Issuers or any of
their Restricted Subsidiaries in connection with such transaction or event and
less any taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements).

          "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary gain (but not loss),
together with any related provision for taxes on such extraordinary gain (but
not loss).

          "New Senior Discount Notes" has the meaning assigned to it in the
preamble to this Indenture.

          "Non-Recourse Debt" means Indebtedness (i) as to which none of the
Issuers nor any of their Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise) or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any Indebtedness (other than the
Senior Discount Notes being offered hereby) of any of the Issuers or their
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity;
and (iii) as to which the lender have been notified in writing that they will
not have any recourse to the stock or assets of any of the Issuers or their
Restricted Subsidiaries.

          "Non-US. Person" means a Person who is not a U.S. Person.

          "Obligations" means any principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to any Issuer or any of their
Restricted Subsidiaries whether or not a claim for post-filing interest is
allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages (including Liquidated
Damages), guarantees and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereof.

           "Offering" means the offering of the Initial Senior Discount Notes by
the Issuers.