definiens: means with respect to any Person, ( 1 ) the principal of anyindebtedness of such Person, whether or not contingent, ( a ) in respect of borrowed money, ( b ) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers ’ acceptances ( or, without duplication, reimbursement agreements in respect thereof ), ( c ) representing the deferred and unpaid purchase price of anyproperty ( except ( i ) any such balance that constitutes a trade payable or similar trade obligation incurred in theordinary course of business and ( ii ) any liabilities accrued in the ordinary course of business ), which purchase price isdue more than six months after the date of placing the property in service or taking delivery and title thereto, ( d ) inrespect of capitalized lease obligations, or ( e ) representing any Hedging Obligations, if and solely to the extent thatany of the foregoing indebtedness ( other than letters of credit and Hedging Obligations ) would appear as a liability on abalance sheet ( excluding the footnotes thereto ) of such Person prepared in accordance with GAAP ; ( 2 ) to the extentnot otherwise included under clause ( 1 ) above and without duplication, any guarantee of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on any such Indebtedness of another Person ( other than by endorsementof negotiable instruments for collection in the ordinary course of business ) ; and ( 3 ) to the extent not otherwiseincluded under clause ( 1 ) above and without duplication, Indebtedness of another Person secured by a Lien on anyasset owned by such Person ( whether or not such Indebtedness is assumed by such Person ) ; provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include : ( 1 ) contingent obligations incurred inthe ordinary course of business and not in respect of borrowed money ; ( 2 ) deferred or prepaid revenues ; ( 3 ) purchaseprice holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformedobligations of the respective seller ; ( 4 ) any earn - out obligations, contingent consideration, purchase price adjustments, deferred purchase money amounts, milestone and/or bonus payments ( whether performance or time - based ), androyalty, licensing, revenue and/or profit sharing arrangements, in each case, characterized as such and arisingexpressly out of purchase and sale contracts, development arrangements or licensing arrangements ; ( 5 ) deferredcompensation ; ( 6 ) accrued expenses ; or ( 7 ) obligations in respect of preferred stock that is not Disqualified Stock ( asdefined in the indenture governing the 13 % Notes )