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200209214 "1933 Act" means the Securities Act of 1933. "1933 Act" Items the Securities Exchange Act of 1934. "Parent Balance Sheet" means the consolidated balance sheet of Parent as of May 31, 2000 and the notes thereto set forth in the Parent 10-K. "Parent Balance Sheet Date" means May 31, 2000. "Parent Stock" means the common stock $0.10 par value, of Patent "Parent 10-K" means Parent's Annual Report on Form 10-K for the fiscal year ended May 31, 2000. "PBGC" Hems the Pension Benefit Guaranty Corporation. "Person" means an individual, corporation, partnership, limited liability company, association. Hut or Other entity or organiatio t. including a government or political subdivision or m agency or instrumentality thereof. "Real Property" means all real property that the Company or my of its Subsidiaries owns, leases, operates or subleases. "Rights" means, with respect in each Share, the rights to purchase additional Shares pursuant to the Rights Plan. "Rights Plan" means the Company's First Amended and Restated Rights Agreement dared as of October 20, 1999 between the Company and Equiserve Trust Company, NA., as amended (runt time to time. "SEC" means the Securities and Exchange Commission. "Shares" means the shares of common stock. $0.01 par value, of the Company. "Subsidiary" means, with respect to my Person, my entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons perforating similar functions are at my time directly or indirectly owned by such Pero. "Tbad Party" means my Person as defined in Section 13(d) of the 1934 Act. other than Parent or my of its Affiliates. Any reference in this Agreement to a stature shall be to such statute, as amended from time to time, and to the rules and regulations Promulgated thereunder. A•3