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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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          (f)  The Guarantor shall not be entitled to any right of subrogation
               in relation to the Holders in respect of any obligations
               guaranteed hereby until payment in full of all obligations
               guaranteed hereby.

          (g)  As between the Guarantors, on the one hand, and the Holders and
               the Trustee, on the other hand, (x) the maturity of the
               obligations guaranteed hereby may be accelerated as provided in
               Article 6 of the Indenture for the purposes of this Senior
               Discount Note Guarantee, notwithstanding any stay, injunction or
               other prohibition preventing such acceleration in respect of the
               obligations guaranteed hereby, and (y) in the event of any
               declaration of acceleration of such obligations as provided in
               Article 6 of the Indenture, such obligations (whether or not due
               and payable) shall forthwith become due and payable by the
               Guarantors for the purpose of this Senior Discount Note
               Guarantee.

          (h)  Each Guarantor, and by its acceptance hereof each Holder and the
               Trustee, hereby confirms that it is the intention of all such
               parties that each Senior Discount Note Guarantee not constitute a
               fraudulent transfer or conveyance for purposes of Title 11 of the
               United States Code, as amended, the Uniform Fraudulent Conveyance
               Act, the Uniform Fraudulent Transfer Act or any similar U.S.
               Federal or state or other applicable law. To effectuate the
               foregoing intention, the Holders and each Guarantor hereby
               irrevocably agree that the obligations of each Guarantor under
               each Senior Discount Note Guarantee shall be limited to the
               maximum amount as will, after giving effect to all other
               contingent and fixed liabilities of such Guarantor and after
               giving effect to any collections from or payments made by or on
               behalf of any other Guarantor in respect of the obligations of
               such other Guarantor pursuant to Section 2(i), result in the
               obligations of such Guarantor not constituting such a fraudulent
               transfer or conveyance.

          (i)  In order to provide for just and equitable contribution among the
               Guarantors, the Guarantors agree, inter se, that in the event any
               payment or distribution is made by any Guarantor (a "Funding
               Guarantor") under a Senior Discount Note Guarantee, as the case
               may be, such Funding Guarantor shall be entitled to a
               contribution from all other Guarantors (if any) in a pro rata
               amount, based on the net assets of each Guarantor (including the
               Funding Guarantor), determined in accordance with GAAP, subject
               to Section 2(h), for all payments, damages and expenses incurred
               by such Funding Guarantor in discharging the Issuers' obligations
               with respect to the Senior Discount Notes or any other
               Guarantor's obligations under a Senior Discount Note Guarantee,
               as the case may be.

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