case for so long as such person is a registered holder of any Registrable
"Indenture" shall mean the Indenture governing the Notes, dated as
of January 12, 2000 between the Issuers and Harris Trust and Savings Bank,
as Trustee, as the same shall be amended from time to time.
"Notes" shall mean, collectively, the 10.25% Senior Notes due 2010
of the Issuers to be issued and sold to the Purchasers, and Notes issued
in exchange therefor or in lieu thereof, pursuant to the Indenture.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.
The term "person" shall mean a corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of
January 6, 2000, between the Purchasers and the Issuers relating to the
"Purchasers" shall mean the Purchasers named in Schedule I to the
"Registrable Securities" shall mean the Notes; provided, however,
that a Note shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, such Note has been
exchanged for an Exchange Note in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Note that, pursuant to the
last two sentences of Section 2(a), is included in a prospectus for use in
connection with resales by broker-dealers shall be deemed to be a
Registrable Security with respect to Sections 5, 6 and 9 hereof until
resale of such Registrable Security has been effected within the 180-day
period referred to in Section 2(a)(y)); (ii) in the circumstances
contemplated by Section 2(b) hereof, a Shelf Registration Statement
registering such Note under the Securities Act has been declared or
becomes effective and such Note has been sold or otherwise transferred by
the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement; (iii) such Note is sold pursuant
to Rule 144 under circumstances in which any legend borne by such Note
relating to restrictions on transferability thereof, under the Securities
Act or otherwise, is removed by the Issuers or pursuant to the Indenture;
(iv) such Security is eligible to be sold pursuant to paragraph (k) of
Rule 144; or (v) such Security shall cease to be outstanding.
"Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.