in Section 206 and, in the case of
a Restricted Security, the legend prescribed in Section 205.
"GUARANTEE" MEANS, AS APPLIED TO ANY OBLIGATION, (A) A GUARANTEE (OTHER THAN BY
ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR COLLECTION IN THE ORDINARY COURSE OF
BUSINESS), DIRECT OR INDIRECT, IN ANY MANNER, OF ANY PART OR ALL OF SUCH
OBLIGATION OR (B) AN AGREEMENT, DIRECT OR INDIRECT, CONTINGENT OR OTHERWISE,
PROVIDING ASSURANCE OF THE PAYMENT OR PERFORMANCE (OR PAYMENT OF DAMAGES IN THE
EVENT OF NON-PERFORMANCE) OF ANY PART OR ALL OF SUCH OBLIGATION, INCLUDING,
WITHOUT LIMITING THE FOREGOING, THE PAYMENT OF AMOUNTS DRAWN DOWN BY LETTERS OF
CREDIT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A GUARANTEE SHALL NOT
INCLUDE ANY AGREEMENT SOLELY BECAUSE SUCH AGREEMENT CREATES A LIEN ON THE ASSETS
OF ANY PERSON.
THE AMOUNT OF A GUARANTEE SHALL BE DEEMED TO BE THE MAXIMUM
AMOUNT OF THE OBLIGATION GUARANTEED FOR WHICH THE GUARANTOR COULD BE HELD LIABLE
UNDER SUCH GUARANTEE.
"HOLDER" MEANS A PERSON IN WHOSE NAME A SECURITY IS REGISTERED IN THE SECURITY
REGISTER.
"INDEBTEDNESS" WITH RESPECT TO ANY PERSON MEANS THE DEBT OF SUCH PERSON;
PROVIDED THAT, FOR PURPOSES OF THE DEFINITION OF "INDEBTEDNESS" (INCLUDING THE
TERM "DEBT" TO THE EXTENT INCORPORATED IN SUCH DEFINITION) AND FOR PURPOSES OF
THE DEFINITION OF EVENT OF DEFAULT, THE TERM "GUARANTEE" SHALL NOT BE
INTERPRETED TO EXTEND TO A GUARANTEE UNDER WHICH RECOURSE IS LIMITED TO THE
CAPITAL STOCK OF AN ENTITY THAT IS NOT A RESTRICTED SUBSIDIARY.
"INDENTURE" MEANS THIS INSTRUMENT AS ORIGINALLY EXECUTED (INCLUDING ALL EXHIBITS
AND SCHEDULES HERETO) AND AS IT MAY FROM TIME TO TIME BE SUPPLEMENTED OR AMENDED
BY ONE OR MORE INDENTURES SUPPLEMENTAL HERETO ENTERED INTO PURSUANT TO THE
APPLICABLE PROVISIONS HEREOF.
"INITIAL INTEREST PAYMENT DATE" HAS THE MEANING SPECIFIED IN SECTION 3.01.
"INITIAL PURCHASERS" MEANS BANC OF AMERICA SECURITIES LLC, MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN
SECURITIES INC., GE CAPITAL MARKETS, INC., CREDIT SUISSE SECURITIES (USA) LLC,
BNP PARIBAS SECURITIES CORP., DEUTSCHE BANK SECURITIES INC., FORTIS SECURITIES
LLC, GOLDMAN, SACHS & CO., MORGAN STANLEY & CO. INCORPORATED, PIPER JAFFRAY &
CO., GREENWICH CAPITAL MARKETS, INC., SCOTIA CAPITAL (USA) INC., SUNTRUST
ROBINSON HUMPHREY, INC. AND WEDBUSH MORGAN SECURITIES INC.
"INITIAL SECURITIES" HAS THE MEANING SPECIFIED IN THE RECITALS TO THIS
INDENTURE.
"INTEREST PAYMENT DATE" MEANS THE STATED MATURITY OF AN INSTALLMENT OF INTEREST
ON THE SECURITIES.
"Interest Swap Agreement" means an interest rate swap, cap or collar agreement
or similar arrangement among the Company and/or any Restricted Subsidiary and
one or more banks or financial institutions providing for protection against
fluctuations in interest rates or the
7
exchange of nominal interest obligations among the Company and/or such
Restricted Subsidiary and such banks or financial institutions, either generally
or under specific contingencies, as said agreement or arrangement shall be
modified and supplemented and in effect from time to time.
"INTEREST SWAP OBLIGATIONS" MEANS, WITH RESPECT TO ANY PERSON, THE OBLIGATIONS
OF SUCH PERSON PURSUANT TO ANY ARRANGEMENT WITH ANY