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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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               (i)   the principal of and interest on the Senior Discount Notes
                     will be promptly paid in full when due, whether at
                     maturity, by acceleration, redemption or otherwise, and
                     interest on the overdue principal of and interest on the
                     Senior Discount Notes, if any, if lawful, and all other
                     obligations of the Issuers to the Holders or the Trustee
                     hereunder or thereunder will be promptly paid in full or
                     performed, all in accordance with the terms hereof and
                     thereof; and

               (ii)  in case of any extension of time of payment or renewal of
                     any Senior Discount Notes or any of such other obligations,
                     that same will be promptly paid in full when due or
                     performed in accordance with the terms of the extension or
                     renewal, whether at stated maturity, by acceleration or
                     otherwise. Failing payment when due of any amount so
                     guaranteed or any performance so guaranteed for whatever
                     reason, the Guarantors shall be jointly and severally
                     obligated to pay the same immediately.

          (b)  The obligations hereunder shall be unconditional, irrespective of
               the validity, regularity or enforceability of the Senior Discount
               Notes or the Indenture, the absence of any action to enforce the
               same, any waiver or consent by any Holder of the Senior Discount
               Notes with respect to any provisions hereof or thereof, the
               recovery of any judgment against the Issuers, any action to
               enforce the same or any other circumstance which might otherwise
               constitute a legal or equitable discharge or defense of a

          (c)  The following is hereby waived: diligence, presentment, demand of
               payment, filing of claims with a court in the event of insolvency
               or bankruptcy of the Issuers, any right to require a proceeding
               first against the Issuers, protest, notice and all demands

          (d)  This Senior Discount Note Guarantee shall not be discharged
               except by complete performance of the obligations contained in
               the Senior Discount Notes and the Indenture.

          (e)  If any Holder or the Trustee is required by any court or
               otherwise to return to the Issuers, the Guarantors, or any
               custodian, Trustee, liquidator or other similar official acting
               in relation to either the Issuers or the Guarantors, any amount
               paid by either to the Trustee or such Holder, this Senior
               Discount Note Guarantee, to the extent theretofore discharged,
               shall be reinstated in full force and effect.