and (iv) the Net Income of any Unrestricted Subsidiary shall be excluded
whether or not distributed to an Issuer or one of its Restricted Subsidiaries.
"Continuing Managers" means the managers of Avalon on the Issue Date and
each other manager, if, in each case, such other manager's nomination for
election to the board of managers of Avalon is recommended by at least 66 2/3%
of the then Continuing Managers or such other manager receives the vote of the
Permitted Investors in his or her election by the equityholders of Avalon.
"Control Investment Affiliate" means as to any Person, any other Person
which (a) directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person and (b) is organized by such Person
primarily for the purpose of making equity or debt investments in one or more
companies. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.
"Credit Facility" means that certain Senior Credit Agreement, dated as of
November 5, 1998, by and among the Company Issuers, the lenders party thereto,
Lehman Commercial Paper Inc., as administrative agent and other parties
thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case
as amended, modified, renewed, refunded, replaced or refinanced from time to
"Default" means any event that is or with the passage of time or the giving
of notice (or both) would be an Event of Default.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature, except to the extent that such Capital Stock is solely
redeemable with, or solely exchangeable for, any Capital Stock of such Person
that is not Disqualified Stock; provided, however, that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require the Issuers or their Affiliates to repurchase such Capital
Stock upon the occurrence of a Change of Control or an Asset Sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Issuers or their Affiliates may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with the covenant described under the caption under "--Certain Covenants--
"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
"Excess Proceeds" means any Net Cash Proceeds from Asset Sales that are not
applied or invested as provided in the first sentence of the third paragraph
under the caption "--Asset Sales" within the applicable period.
"Existing Michigan Indebtedness" means Indebtedness incurred by Avalon
Michigan Inc. or Mercom between the Issue Date and the completion of the
Reorganization that would be permitted to be incurred under the terms of the
Indenture, including any related notes, guarantees, collateral documents,
instruments and agreement executed in connection therewith, and in each case,
as amended, modified renewed, refunded, replaced or refinanced.
"Existing Indebtedness" means up to $5.0 million in aggregate principal
amount of Indebtedness of the Issuers and their Restricted Subsidiaries (other
than Indebtedness under the Credit Facility and the Notes) in existence on the
Issue Date, until such amounts are repaid.