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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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                "Aggregate Transaction Market Value" means, with respect to all
Transactions (other than any Transaction that is subject to or governed by any
Equity Hedge Agreement) as at any date of determination, the aggregate
Transaction Market Value (expressed in United States dollars) of such
Transactions, including, but not limited to, any and all Transactions (other
than any Transaction that is subject to or governed by any Equity Hedge
Agreement) in effect on such date of determination, if such aggregate
Transaction Market Value is a positive number.

                "Approved Holder" means Vulcan Ventures Inc., PGA Credit LLC,
PGA Credit II LLC, and any other direct or indirect wholly-owned subsidiary of
the Borrower as to which Borrower has delivered a written statement to the Bank
certifying that such subsidiary is wholly-owned (directly or indirectly) by the
Borrower, and requesting that the Debt, Cash and Cash Equivalents and Readily
Marketable Securities of such subsidiary shall be taken into account as
liabilities and assets of an Approved Holder under this Agreement.

                "Base Rate" means, for any Interest Period or any other period,
a fluctuating interest rate per annum as shall be in effect from time to time,
which rate per annum shall at all times be equal to the higher of:

                (a)     the rate of interest announced publicly by the Bank in
New York, New York, from time to time, as the Bank's base rate; or

                (b)     [*] percent per annum above the latest three-week
moving average of secondary market morning offering rates in the United States
for three-month certificates of deposit of major United States money market
banks, such three-week moving average (adjusted to the basis of 360 days) being
determined weekly on each Monday (or, if any such day is not a Business Day, on
the next succeeding Business Day) for the three-week period ending on the
previous Friday by the Bank on the basis of such rates reported by certificate
of deposit dealers to and published by the Federal Reserve Bank of New York or,
if such publication shall be suspended or terminated, on the basis of quotations
for such rates received by the Bank from three New York certificate of deposit
dealers of recognized standing selected by the Bank, in either case adjusted to
the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent, to
the next higher 1/4 of one percent.

                "Base Rate Advance" means an Advance which bears interest as
provided in Section 2.7(a) (i).

                "Basic Collateral Amount" means, with respect to any
Transaction, an amount in United States dollars determined by the Bank in its
sole discretion at the time the Transaction is entered into and specified by the
Bank to the Borrower in writing as the aggregate amount of the Transaction
Collateral initially required to be pledged, assigned and delivered by the
Borrower to the Bank or in which the Borrower shall otherwise be required to
grant to the Bank a security interest as security for the payment of all
indebtedness, liabilities and other obligations (whether absolute or contingent
and whether for or relating to principal, interest, fees, expenses, indemnities,



[*] Confidential treatment requested.


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