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SEC Filings

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            "Guarantee" or "guarantee" means a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness, measured
as the lesser of the aggregate outstanding amount of the Indebtedness so
guaranteed and the face amount of the Guarantee.

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

            "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under:

            (1) interest rate swap agreements, interest rate cap agreements and
      interest rate collar agreements;

            (2) interest rate option agreements, foreign currency exchange
      agreements, foreign currency swap agreements; and

            (3) other agreements or arrangements designed to protect such Person
      against fluctuations in interest and currency exchange rates.

            "Holder" means a holder of the Notes.

            "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
      letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of banker's acceptances;

            (4) representing Capital Lease Obligations;

            (5) in respect of the balance deferred and unpaid of the purchase
      price of any property, except any such balance that constitutes an accrued
      expense or trade payable; or

            (6) representing the notional amount of any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by such Person of any indebtedness of any other Person.