(i) In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any
payment or distribution is made by any Guarantor (a "Funding
Guarantor") under a Senior Discount Note Guarantee, as the case
may be, such Funding Guarantor shall be entitled to a
contribution from all other Guarantors (if any) in a pro rata
amount, based on the net assets of each Guarantor (including the
Funding Guarantor), determined in accordance with GAAP, subject
to Section 2(h), for all payments, damages and expenses incurred
by such Funding Guarantor in discharging the Issuers' obligations
with respect to the Senior Discount Notes or any other
Guarantor's obligations under a Senior Discount Note Guarantee,
as the case may be.
(j) Each Guarantor agrees, and the Trustee and each Holder of the
Senior Discount Notes, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that
all claims against an Issuer that arise from payments of the
principal of and interest on the Senior Discount Notes pursuant
to each Senior Discount Note Guarantee made by or on behalf of
each Guarantor shall be subject and subordinated to, and no
payment with respect to any such claim of such Guarantor shall be
made before, the payment in full in cash of all outstanding
Senior Discount Notes in accordance with the provisions provided
therefor in the Indenture.
(k) This Supplemental Indenture shall constitute a Senior Discount
Note Guarantee of each of Michigan Holdings and Avalon Michigan
Inc. for purposes of the Indenture.
(l) This Supplemental Indenture inures to the benefit of and is
enforceable by the Trustee, the Holders and their successors,
transferees and assigns.
3. EXECUTION AND DELIVERY. Each of Michigan Holdings and Avalon
Michigan Inc. agrees that this Senior Discount Note Guarantee shall remain in
full force and effect notwithstanding any failure to endorse on each Senior
Discount Note a notation of such Senior Discount Note Guarantee.
4. RELEASE. In the event of a sale or other disposition of all of
the assets of each of Michigan Holdings or Avalon Michigan Inc., by way of
merger, consolidation or otherwise, or a sale or other disposition of all to the
capital stock thereof, then Michigan Holdings or Avalon Michigan Inc., as
applicable (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock thereof) or the
corporation acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets thereof) will, upon notice to the
Trustee of its intention to be so released, be released and relieved of any
obligations under its Senior Discount Note Guarantee.