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AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
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prohibited from purchasing Notes, the Issuers could seek the consent of its
lenders or lenders of the Company Issuers to the purchase of Notes or could
attempt to refinance the borrowings that contain such prohibition. If the
Issuers or the Company Issuers do not obtain such a consent or repay such
borrowings, the Issuers will remain prohibited from purchasing the Notes and
the Senior Subordinated Notes. In such case, the Issuers' failure to purchase
tendered Notes would constitute an Event of Default under the Indenture which
would, in turn, constitute a default under the Credit Facility.
   The meaning of the phrase "all or substantially all" as used in the
Indenture in the definition of "Change of Control" with respect to a sale of
assets varies according to the facts and circumstances of the subject
transaction, has no clearly established meaning under relevant law and is
subject to judicial interpretation. Accordingly, in certain circumstances,
there may be a degree of uncertainty in ascertaining whether a particular
transaction would involve a disposition of "all or substantially all" of the
assets of the Issuers, and therefore it may be unclear whether a Change of
Control has occurred and whether the Notes are subject to a Change of Control
   Restrictions in the Indenture on the ability of the Issuers and their
Restricted Subsidiaries to incur additional Indebtedness, to grant Liens on
their property, to make Restricted Payments and to make Asset Sales may also
make more difficult or discourage a takeover of the Issuers, whether favored or
opposed by the management of the Issuers. Consummation of any such transaction
in certain circumstances may require redemption or repurchase of the Notes, and
there can be no assurance that the Issuers or the acquiring party will have
sufficient financial resources to effect such redemption or repurchase. Such
restrictions and the restrictions on transactions with Affiliates may, in
certain circumstances, make more difficult or discourage any leveraged buyout
of the Issuers or any of their Subsidiaries by the management of the Issuers or
other persons. While such restrictions cover a wide variety of arrangements
which have traditionally been used to effect highly leveraged transactions, the
Indenture may not afford the holders of the Notes protection in all
circumstances from the adverse aspects of a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction.
   The Issuers will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Issuers and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.
   The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the Holders of the Notes to require that the
Issuers repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.
 Asset Sales
   The Issuers will not, and will not permit any of their Restricted
Subsidiaries to, consummate an Asset Sale unless:
     (i) such Issuer or such Restricted Subsidiary receives consideration at
  the time of such Asset Sale at least equal to the fair market value
  (evidenced by a resolution of its Board of Directors, whose determination
  shall be conclusive, set forth in an Officers' Certificate delivered to the
  Trustee) of the assets or Equity Interests issued or sold or otherwise
  disposed of and
     (ii) at least 75% of the consideration therefor received by such Issuer
  or such Restricted Subsidiary is in the form of cash or Cash Equivalents;
   provided that the amount of
       (x) any liabilities (as shown on such Issuer's or such Restricted
    Subsidiary's most recent balance sheet), of such Issuer or any of its
    Restricted Subsidiaries (other than contingent liabilities and
    liabilities that are by their terms subordinated to the Notes) that are
    assumed by the transferee of any such assets and
       (y) any securities, notes or