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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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issuance of Equity Interests (other than Disqualified Stock) of any of the
Issuers; (f) other Investments by the Issuers or any of their Restricted
Subsidiaries in any Person having an aggregate fair market value (measured as of
the date made and without giving effect to subsequent changes in value), when
taken together with all other Investments made pursuant to this clause (f) that
are at the time outstanding, not to exceed $10.0 million; (g) Investments
arising in connection with Hedging Obligations that are incurred in the ordinary
course of business, for the purpose of fixing or hedging currency, commodity or
interest rate risk (including with respect to any floating rate Indebtedness
that is permitted by the terms of the Indenture to be outstanding) in connection
with the conduct of the business of the Issuers and their Restricted
Subsidiaries; (h) prior to the completion of the Mercom Acquisition, the Mercom
Intercompany Loan; and (i) any Investment existing on the Issue Date and any
amendment, modification, restatement, supplement, extension, renewal, refunding,
replacement, refinancing, in whole or in part, thereof.

          "Permitted Investors" means the collective reference to ABRY and its
Control Investment Affiliates, including ABRY III.

          "Permitted Liens" means (i) Liens securing Indebtedness under the
Credit Facility or other senior Indebtedness if such Indebtedness was permitted
by the terms of the Indenture to be incurred, (ii) Liens securing Indebtedness
of any Restricted Subsidiary of any of the Issuers if such Indebtedness was
permitted by the terms of the Indenture to be incurred; (iii) Liens securing
Hedging Obligations with respect to Indebtedness permitted by the Indenture to
be incurred; (iv) Liens on property of a Person existing at the time such Person
is merged into or consolidated with any of the Issuers or any of their
Restricted Subsidiaries; provided that such Liens were not created in
contemplation of such merger or consolidation and do not extend to any assets
other than those of the Person merged into or consolidated with such Issuer; (v)
Liens on property existing at the time of acquisition thereof by any of the
Issuers or any of their Restricted Subsidiaries, provided that such Liens were
not created in contemplation of such acquisition and only extend to the property
so acquired; (vi) Liens existing on the Issue Date; (vii) Liens to secure any
Permitted Refinancing Indebtedness incurred to refinance any Indebtedness
secured by any Lien referred to in the foregoing clauses (ii) through (vi), as
the case may be, at the time the original Lien became a Permitted Lien; (viii)
Liens in favor of any of the Issuers or any of their Restricted Subsidiaries;
(ix) Liens incurred in the ordinary course of business of the Issuers or any of
their Restricted Subsidiaries with respect to obligations that do not exceed the
greater of $15.0 million or 5% of Total Assets in the aggregate at any one time
outstanding and that (a) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (b) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by such Issuer or such Restricted Subsidiary; (x) Liens to
secure the performance of statutory obligations, surety or appeal bonds,
performance bonds, deposits to secure the performance of bids, trade contracts,
government contracts, leases or licenses or other obligations of a like nature
incurred in the ordinary course of business (including, without limitation,
landlord Liens on leased properties); (xi) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being