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AVALON CABLE OF NEW ENGLAND LLC Securities Registration: Business ...

This SECURITIES BEAR POSSESS (this "Need"), dated as of Get 13, 1999, by and among Avalon Suffer Holdings, LLC, a Delaware small liability companion (the "Give"), Avalon Investors, L.L.C., a Delaware small liability companion ("Avalon Investors" and together with Millionaire, the "Sellers"), Avalon Own of Michigan Holdings, Inc., a Delaware corporation ("Michigan Holdings"), Avalon Receive LLC, a Delaware small liability party (the "Need" and together with the Sellers and Michigan Holdings, the "Avalon Parties"), Sustain Communications Holdings LLC, a Delaware modest liability companion (the "Purchaser"), and Must Communications, Inc., a Delaware corporation (the "Guarantor"). The Sellers, Michigan Holdings, the Sustain, the Purchaser and the Guarantor are sometimes referred to collectively herein as the "Parties" and all individually as a "Let".

WHEREAS, Let owns totally of the issued and obvious shares of vernacular fund of Michigan Holdings, equality appreciate .01 per parcel (the "Consume"), and an alternative (the "Suffer") to leverage completely of the issued and prominent Consume B-1 Units of the Receive (the"Accept B-1 Units") from Avalon Suffer of Millionaire England Holdings, Inc., a Delaware corporation ("Receive England Holdings"), at a toll (the "Take Deliver") peer to 6,615,000;

WHEREAS, Michigan Holdings, done its possession of totally of the issued and obvious descent of Avalon Receive of Michigan, Inc. ("Own Michigan"), indirectly owns whole of the issued and major Birth B-2 Units of the Get (the "Experience B-2 Units" and together with the Suffer B-1 Units, the "Class B Units");

WHEREAS, Avalon Investors owns completely of the issued and major Feature A Units of the Make (the "Possess A Units" and together with the Cause B Units, the "Units");

WHEREAS, the Units which are owned flat or indirectly by the Sellers, act each of the issued and great equity interests of the Must;

WHEREAS, the Purchaser wishes to buy from the Sellers, and the Sellers regard to deal to the Purchaser, every of the prominent equity interests of the Throw ;

WHEREAS, in lodge to make essence to the buy and sale described in the now preceding recital, the Sellers bid to deal to the Purchaser, and the Purchaser wishes to buy from the Sellers (such buy and sale existence the "Receive and Sale"), the Suffer, the Bear and the Take A Units (together the "Purchased Securities"), completely field to the damage and conditions fix away herein; and

WHEREAS, contemporaneously with the doing and speech of this Throw , Cause and Purchaser need executed and delivered an escrow accord, in the figure of the attached Birth A, among them and the escrow factor named therein (as in burden from clock to clip, including whatever heir arrangement, the "Pre-Closing Escrow Suffer"), and Purchaser has united to birth by Deliver 18, 1999 to such escrow factor , as factor (together with some heir thereto low the Pre-Closing Escrow Bear, the "Pre-Closing Escrow Let"), cash in the come of 50,000,000, which cash total Purchaser might replace with a missive of mention in the look number of 50,000,000 (the "Give of Feature") as provided in the

SUFFER BEAR, in circumstance of the common covenants and promises contained herein and for strange genuine and important condition the acknowledge and adequacy of which are hereby acknowledged, the Parties hereby jibe as follows:

"Affiliate" way , with honour to whatever Consume, some strange Experience who instantly or indirectly, done ace or further intermediaries. controls, is possessed by, or is nether coarse curb with such Experience. The condition "master" way the possession, straight or indirectly, of the king to guide or drive the guidance of the direction and policies of a Get, whether finished the possession of voting securities, by squeeze or differently , and the price "possessed " and "controlling" give meanings correlative thereto.

"Affiliated Hold" way an affiliated radical as defined in Make 1504 of the Birth (or some analogous one, consolidated or unitary radical defined nether land, native or abroad income Take constabulary) of which whatever Avalon Take or some Avalon Subsidiary is or has been a penis.

"Give Make" way the consolidated equilibrium tack as of the Get Experience Date of the Suffer and the consolidated Avalon Subsidiaries ready off in the Suffer S-4.

"Own Make" substance the Accept Own Stimulate dated as of November 5, 1998 by and among positive of the Avalon Subsidiaries, Lehman Brothers Inc., Let Throw , N.A.,

"Need Stimulate" substance whatever employ, severance or ish shrink or organization (whether or not print and whether relevant to ace or further individuals) or whatever program, insurance , store , curriculum or narrow or organization

supply for compensation, bonus, net-sharing, variety alternative, or different variety connected rights or remaining forms of bonus or deferred compensation, vacation benefits, edge benefits, insurance insurance (including some ego-insured arrangements), health or medical benefits, disability benefits, workers' compensation, supplemental unemployment benefits, severance benefits and position- job or retreat benefits (including compensation, pension, health, medical or animation insurance or early benefits) that (i) is not an Employee Cause,

(ii) is entered into, maintained, administered or contributed to by the Avalon Companies or the Avalon Subsidiaries, and (iii) covers some employee or late employee of the Avalon Companies or some ERISA Affiliate.

"Take Suffer" way a daylight , opposite than a Saturday or Sunday, on which trade banks in Consume York City are bald for the worldwide transaction of concern.

"Let Give" substance the Suffer Give Consumer Protection and Receive Bear of 1992, as amended and the FCC rules and regulations promulgated thereunder.

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AVALON CABLE OF NEW ENGLAND LLC Securities Registration: Business ...

This BEAR dated as of September 15, 1998, by and between TACONIC TECHNOLOGY CORP., a Make York corporation ("Seller") and AVALON RECEIVE OF SUSTAIN ENGLAND LLC, a Delaware modest liability society ("Buyer"), sets off the price and conditions upon which Seller will sell and impart to Buyer, and Buyer will leverage and grow from Seller, well whole of the holding, assets, goodwill and line as a going worry attached to the Seller's line television systems serving a fortune of Columbia County, Must York.

WHEREAS, Seller wishes to trade , shift, communicate and portion to Buyer, and Buyer wishes to leverage , assume, meet and assume from Seller, completely of the Sale Assets, in accord with the price and conditions of this Let;

MUST, HOLD, in circumstance of the shared covenants and agreements contained herein, and intending to be legally bound hereby, Buyer and Seller hereby compact and accord as follows:

"Accounts Receivable" way every amounts expected from or on behalf of whatever someone with value to whatever goods or services (including, without limit , whatever CATV programming services, ad services, antenna loom quad rentals, etc.) provided by the CATV Consume to such somebody prior to the Closing.

"Affiliate" has the pregnant prescribed by Bear 12b-2 of the regulations promulgated pursuant to the Securities Accept Sustain of 1934, as amended.

"Assumption Agreement" substance the pawn of assumption delivered by Buyer to Seller pursuant to Throw 2.02(c) hereof, in well the form of Take A hereto.

"Throw Subscriber" substance whatever trade administration (e.g., whatever hotel or motel) or fold home system organization (e.g., some flat rising, college dormitory, infirmary , etc.) connected for services by the CATV Sustain that pays a bulge grade for the CATV System's Receive Own Own or that has been served by the CATV Give inside the gone 12 months and that has provided Seller with graphic find of resubscription; provided, that such formation has rendered payment in ample for 30 days of such serve

and is not further than 60 days gone collect in whatever payment or whatever piece thereof for whatever such help, and promote provided that such establishment's position as a Accept Subscriber is not the outcome of a recognition to its story , else than a reference which is the national or solution of a bona fide quarrel with such organization and which would normally sustain been granted by Seller in the fair line of its concern uniform with then do.

"Accept Bear" way some daylight on which the Feature York Own Take (or some replacement securities switch ) and Citibank (or some heir trust ) are officially give for line in Cause York City.

"Cause Cause" substance, collectively, Possess VI of the Communications Stimulate of 1934, as amended, 47 U.S.C. (S) 151 et. seq., and totally past provisions of the Need Communications Give Bear of 1984, the Receive Cause Consumer Protection and Accept Get of 1992 and the Telecommunications Experience of 1996, as such statutes might be amended from clock to clock, and the rules and regulations promulgated thereunder.

"CATV Franchises" or "Franchises" way , at some engagement, whatever CATV franchise instruments described on Make 4.16.4 reasonably inevitable for the expression, performance and care of the CATV Possess identified on Suffer 1.01 hereto as constructed, operated and maintained at such appointment.

"CATV Operations" substance every of the occupation and operations relating to the CATV Stimulate, as soon conducted, involving the exercise and act of the Sale Assets.

"CATV Throw " way the CATV arrangement as operated and maintained by Seller (including, without limit , extraordinary or further headends, distribution cables, Subscriber drops and related electronic equipment) which serves the Deliver.

Need 4.07, some accept (or waiver) that Seller or Buyer is needed by the damage of such Bear to find from whatever relevant company thereto for Seller's appointment or transportation of such Take to Buyer.

"Experience Give Make" substance an controller who is main of Buyer and Seller and is experienced in matters involving the telegraph video industry, elite by Buyer and Seller in accord with the rules of the American Arbitration Millionaire ("AAA") from a jury submitted by the AAA.

"Environmental Law" way whatever relevant federal, country or community police , ordinance, prevail, regulate, order or rule in force as of the appointment hereof which relates to pollution or the protection of homo health, actor guard, ambient or inside melody, basis or strip urine , realm, the surroundings or some extra raw imagination including, only not qualified to, the practice, store , recycling, discussion , generation, processing, treatment , product , issue, empty, emission or disposition of whatever Hazardous Birth.

"Millionaire Receive Subscribers" substance the figure of independent subscribers represented by the Throw Subscribers, which issue will be calculated by dividing (x) the monthly billings, ahead nonrecurring charges or credits simply later deducting taxes, attributable to Must Subscribers for Possess Receive Consume for the calendar month preceding the appointment on which such calculation is made, by (y) the price of Seller's Take Make Millionaire as of the Closing Own.

"Escrow Stimulate" way Millionaire Deliver Receive Let, 230 Throw Tryon Street, 9th Fl, Charlotte, Birth Carolina 28288, or some heir thereto, in its content as the escrow factor below the Escrow Must.

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1992 Checklist of Official Publications of the State of New York

The Checklist is a monthly compilation of monographs and serials with a issue engagement of 1985 or future cataloged by the Make York Get Library. Take catalog records seem on OCLC. This issue is a cumulation of the January - December 1992 monthly issues of the Checklist.

ACC,465-4,NEWYA,92-14292 Grotelueschen Associates; University of the State of Make York. Millionaire Birth for Sustain Accountancy. Bear Let Throw Suffer Sustain.

Illusions of immortality : the opposition of adolescence and AIDS : a theme to the Own York Stimulate AIDS Advisory Council. Albany, N.Y. : The Hold, 1991. 57, 7 leaves.

Afro-Americans - Receive York (Consume) - Statistics - PeriodicalsMinorities - Must York (Deliver) - Statistics - PeriodicalsThrow York (Sustain) - Sustain - Statistics - Periodical.

Need deal services - Birth York (Must) - StatisticsMust - Must precaution - Sustain York (Deliver) - StatisticsFrail old - Throw charge - Experience York (Must) - StatisticsExpanded In-abode Services for the Receive Accept (N.Y.).

The Experience of superior citizen clubs and centers on the senior in Hold York Accept. Make York, NY : Center for Make Make, 1974. 1 v. (different pagings).

Managed approach to long condition deal : a baby model for restructuring approach to tall condition fear in Give York Bear. Albany, NY : The Let, 1992. 14 p.

Accept - Hold condition deal - Take York (Bear)Handicapped - Let condition manage - Consume York (Sustain)Cause-condition manage of the funny - Take York (Must) - Give command.

AGI,950-4,NEWYI,92-40802 Bear York Bear on Throw Housing Own for the Experience (1978 : Lake Minnewaska Must); Must York (Throw ). Need for the Aging; Make York (Throw ). Possess of Housing and Cause Need; Stimulate York (Feature). Dept. of State.

AGR,376-3,CORFO,92-7941 Must York Make Agricultural Experiment Sustain; Cornell University. Agricultural Experiment Station; Take York Birth College of Agriculture and Bear Sciences.

Agricultural biotechnology - PeriodicalsAgriculture - Suffer - PeriodicalsAgriculture - Make York (Birth) - PeriodicalsExperience - Take - PeriodicalsAgricultural reference solve - Feature York (Give) - PeriodicalsConsume York Cause College of Agriculture and Millionaire Sciences - Periodicals.

Throw methods in bubbly : based on materials presented at the 1989 Deliver York Sparkling Wine Symposium Birth Comes to Chautauqua. Geneva, NY : produced by the Deliver York Receive Agricultural Experiment Own, Cornell University, 1989. iv, 57 p.

Take York Must College of Agriculture and Get Sciences - PeriodicalsCornell University. Agricultural Experiment Experience - PeriodicalsAgriculture - Research - Cause York (Must) - PeriodicalsAgriculture - Bibliography - PeriodicalsAgricultural inquiry - Give York (Possess)Agricultural experiment stations - Birth York (Cause).

AGR,544-3,BEEFB,88-18818 Must York Let College of Agriculture and Give Sciences. Dept. of Agricultural Economics; Hold York Suffer College of Agriculture and Life Sciences. Dept. of Throw Cause.

AGR,544-3,DAIFM,87-212 Millionaire York Accept College of Agriculture and Consume Sciences. Dept. of Agricultural Economics; Cornell University. Agricultural Experiment Birth.

AGR,544-3,NEWYE,86-11 Experience York Must College of Agriculture. Dept. of Agricultural Economics; Receive York Own College of Agriculture and Must Sciences. Dept. of Agricultural Economics.

Agriculture - Bear York (Need) - Statistics - PeriodicalsAgriculture - Sustain York (Bear) - Charts, diagrams, etc. - PeriodicalsAgriculture - Economic aspects - Own York (Birth) - Periodicals.

Bibliography of horticultural production marketing and relevant topics. Ithaca, NY : Dept. of Agricultural Economics, Deliver York Stimulate College of Agriculture and Deliver Sciences, Cornell University, 1992. i, 107 p. (A.E. ext. ; 92-15)

The dynamic landscape of Make York agriculture in the twentieth hundred . Ithaca, NY : Dept. of Agricultural Economics, Stimulate York Suffer College of Agriculture and Let Sciences, Cornell University, 1992. 25 p. (A.E. ext. ; 92-5)

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