"Agent" means any Registrar, Paying Agent, co-registrar,
authenticating agent or securities custodian.
"Amrac" means Amrac Clear View, a Limited Partnership.
"Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Cedel that apply to such transfer or
"Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than in the ordinary course of business (provided that
the sale, lease, conveyance or other disposition of all or substantially all of
the assets of the Issuers and their Restricted Subsidiaries taken as a whole
will be governed by Sections 4.15 and 5.1 and not by the provisions of Section
4.10, and (ii) the issue or sale by the Issuers or any of their Restricted
Subsidiaries of Equity Interests in any of their Restricted Subsidiaries, in the
case of either clause (i) or (ii), whether in a single transaction or a series
of related transactions (a) that have a fair market value in excess of $2.5
million or (b) for Net Cash Proceeds in excess of $2.5 million. Notwithstanding
the foregoing: (i) a transfer of assets by any of the Issuers to a Restricted
Subsidiary of any Issuer or by a Restricted Subsidiary of any Issuer to such
Issuer or to another Issuer or Restricted Subsidiary of an Issuer, (ii) an
issuance or sale of Equity Interests by a Restricted Subsidiary of an Issuer to
any Issuer or to another Issuer or Restricted Subsidiary of any Issuer, (iii) a
Restricted Payment that is permitted by the covenant described under Section 4.7
and (iv) transactions that are part of the Reorganization will not be deemed to
be Asset Sales.
"Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).
"Avalon" means Avalon Cable Holdings LLC, a Delaware limited
"Avalon Michigan" means Avalon Cable of Michigan, Inc., a
"Avalon Michigan LLC" means Avalon Cable of Michigan LLC, a Delaware
limited liability company.
"Avalon New England" means Avalon Cable of New England LLC, a
Delaware limited liability company.