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SEC Filings

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registered under the Securities Act.

           "Initial Notes" means the Issuers' 10.00% Senior Notes due 2009,
issued on the Issue Date (and any Notes issued in respect thereof pursuant to
Section 2.06, 2.07, 2.10, 3.03, 4.16 or 9.05).

           "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is not also a QIB.

           "Investment Grade Rating" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

           "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business), and
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

           "Issue Date" means January 12, 2000.

           "Issuers" has the meaning assigned to it in the preamble to this

           "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

           "Letter of Transmittal" means the letter of transmittal to be
prepared by the Issuers and sent to all Holders of the Initial Notes or any
Initial Additional Notes for use by such Holders in connection with any Exchange

           "Leverage Ratio" means, as of any date, the ratio of:

           (1) the Consolidated Indebtedness of the Company on such date to

           (2) the aggregate amount of Consolidated EBITDA for the Company for
the most recently ended fiscal quarter for which internal financial statements
are available multiplied by four (the "Reference Period").

In addition to the foregoing, for purposes of this definition, "Consolidated
EBITDA" shall be calculated on a pro forma basis after giving effect to

           (1) the issuance of the Notes;