5. THE ISSUERS. As of the date hereof and after giving effect to the
Reorganization, as contemplated by the Indenture, the Issuers are Avalon LLC and
6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, manager, member or stockholder of any Person
who is or was an Issuer or Guarantor under the Senior Discount Notes, as such,
shall have any liability for any obligations under the Senior Discount Notes,
the Senior Discount Note Guarantees or the Indenture or any related documents or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Senior Discount Notes by accepting a Senior
Discount Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Senior Discount Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws and
it is the view of the SEC that such a waiver is against public policy.
7. FEES AND EXPENSES. Avalon Holdings and Avalon Michigan Inc.
hereby agrees to pay any and all expenses (including reasonable counsel fees and
expenses) incurred by the Trustee or the Holders in enforcing any rights under
this Senior Discount Note Guarantee.
8. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
9. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
10. EFFECT ON INDENTURE. Except as expressly supplemented by this
Supplemental Indenture, the provisions of the Indenture shall remain unchanged
and in full force and effect. From and after the date of this Supplemental
Indenture, any reference in the Indenture to the Indenture shall be deemed to be
a reference to the Indenture as supplemented by this Supplemental Indenture.
11. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
12. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by Michigan Holdings, Avalon Michigan Inc. and the
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