"Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice President of such Person.
"Officers' Certificate" means a certificate that meets the
requirements of Section 11.5 hereof and is signed on behalf of any Person by any
two of the following Officers: the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer or any Vice
"144A Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Senior Discount Notes sold in reliance on Rule 144A.
"Opinion of Counsel" means a written opinion from legal counsel that
meets the requirements of Section 11.5 hereof. The counsel may be an employee
of or counsel to the Issuers, any Subsidiary of the Issuers or the Trustee.
"Parent Guarantors" means Avalon Michigan and Michigan Holdings upon
the effective completion of the Reorganization and their execution of Guarantees
of the Senior Discount Notes in accordance with the provisions of this
"Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).
"Pegasus" means, collectively, Pegasus Cable Television, Inc. and
Pegasus Cable Television of Connecticut, Inc.
"Permitted Business" means any business engaged in by the Issuers or
their Restricted Subsidiaries as of the Issue Date or any business reasonably
related, ancillary or complementary thereto.
"Permitted Investments" means (a) any Investment in any Issuer or in
any Restricted Subsidiary of the Issuers; (b) any Investment in Cash Equivalents
constituting Cash Equivalents at the time made; (c) any Investment by the
Issuers or any of their Restricted Subsidiaries in a Person engaged in a
Permitted Business, if as a result of such Investment (i) such Person becomes a
Wholly-Owned Subsidiary of any Issuer or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, any of the Issuers or any of their
Restricted Subsidiaries; (d) any Restricted Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made in compliance
with Section 4.10; (e) any acquisition of assets solely in exchange for the