definiens: means, as to any Person : ( a ) indebte dness created, issued or incurred by such Person fo r borrowed money ( whether by loan or the issuance and sale of debt securities ) ; ( b ) obligations of such Person to pay the deferred purchase or acquisition price of p roperty or services, other than trade accounts paya ble arising and accrued expenses incurred, in the ordinary cour se of business ; ( c ) indebtedness of others secured by an Encumbrance on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person ; ( d ) obligations of such Per son in respect of letters of credit or similar inst ruments issued or accepted by banks and other financial ins titutions for the account of such Person ; ( e ) long or short term obligations evidenced by notes, bonds, debentures o r other similar instruments ; ( f ) obligations by suc h Person under any derivative transaction, any commodity swa p agreement, equity swap agreement, currency swap agreement, forward currency purchase agreement, int erest rate swap, cap, collar or floor agreement or other interest rate management device or any arrangement or agreement similar to any of the foregoing ; ( g ) c apital lease obligations, ( h ) reimbursement obligations un der any letter of credit, banker ’s acceptance or si milar credit transactions, ( i ) indebtedness of others guaranteed by such Person and ( j ) any unpaid interest, prepay ment -9- penalties, premiums, costs and fees that would aris e or become due as a result of the prepayment of an y of the obligations referred to in the foregoing clauses ( a ) through ( i ) . Notwithstanding the foregoing, Indeb tedness shall not include any amount included in the calculation of the Closing Working Capital