renew, replace, defease or refund other Indebtedness of such Issuer or such
Restricted Subsidiary (other than intercompany Indebtedness); provided that
either: (A) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount of (or
accreted value, if applicable), plus accrued and unpaid interest on, any
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus the amount of reasonable fees and expenses incurred in connection
therewith); (B) for Indebtedness other than Indebtedness incurred pursuant to
the Senior Credit Facility, such Permitted Refinancing Indebtedness has a final
maturity date the same as or later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (C) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in
right of payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (D) such
Indebtedness is incurred either by the Issuer or the Restricted Subsidiary who
is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded or by the parent company of such obligor.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, Governmental Authority or any other entity.
"Principal" means (i) Permitted Investors and (ii) the members of management
of the Issuers or any of the Subsidiaries of the Issuers as of the Issue Date,
in each case, together with any spouse or immediate family member (including
adoptive children), estate, heirs, executors, personal representatives and
administrators of such Person.
"Reorganization" means the related series of substantially simultaneous
transactions pursuant to which (i) substantially all the assets of Avalon
Michigan Inc. (other than, at the option of Avalon Michigan Inc., the Capital
Stock of Mercom and any Subsidiary of Avalon Michigan Inc. organized for
purposes of consummating the Mercom Acquisition) and Mercom (other than, at the
option Avalon Michigan Inc., the Capital Stock of Wholly-Owned Subsidiaries of
Mercom) are transferred to Avalon Michigan LLC; (ii) substantially all of the
liabilities of Avalon Michigan Inc. and Mercom (other than liabilities
hereunder and, at the option of Avalon Michigan Inc., intercompany debt) are
transferred to Avalon Michigan LLC; (iii) Michigan Holdings ceases to be an
Issuer and together with Avalon Michigan becomes a guarantor under the
Indenture and (iv) certain Indebtedness of Avalon New England shall be assumed
by Avalon Michigan Inc.
"Restricted Investment" means any Investment other than a Permitted
"Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary; provided that, on the Issue
Date, all Subsidiaries of each of the Issuers shall be Restricted Subsidiaries
of each such Issuer.
"Senior Subordinated Notes" means the Senior Subordinated Notes due 2008 of
the Company Issuers, as co-obligors, issued under the Indenture dated as of
December 10, 1998.
"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1 Rule 1-02 of Regulation S-X, promulgated
pursuant to the Act, as such Regulation is in effect on the Issue Date.
"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the credit agreement or other
original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.