definiens: means, without duplication, ( a ) the outstanding principal of, and accrued andunpaid interest on, all bank or other third party indebtedness for borrowed money of the Company, includingindebtedness under any bank credit agreement and any other related agreements and all obligations of theCompany evidenced by notes, debentures, bonds or other similar instruments for the payment of which theCompany is responsible or liable, ( b ) all obligations of the Company for the reimbursement of any obligor on anyline or letter of credit, banker ’s acceptance, guarantee or similar credit transaction, in each case, that has beendrawn or claimed against, ( c ) all obligations of the Company issued or assumed for deferred purchase pricepayments ( other than trade payables in the Ordinary Course of Business ), ( d ) all obligations of the Company underleases required to be capitalized in accordance with GAAP, ( e ) all interest rate and currency swaps, caps, collarsand similar agreements or hedging devices under which payments are obligated to be made by the Company, whether periodically or upon the happening of a contingency, ( f ) all obligations of the Company secured by a Lien(other than a Permitted Lien ) on any asset of the Company, whether or not such obligation is assumed by theCompany, ( g ) any premiums, prepayment fees or other penalties, fees, costs or expenses associated withpayment of any Indebtedness and ( h ) all obligation described in clauses ( a ) through ( g ) above of any other Personwhich is directly or indirectly guaranteed by the Company or which the Company has agreed ( contingently orotherwise ) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss;provided, however, notwithstanding the foregoing, Indebtedness shall not include any item included in thecalculation of ( i ) Net Working Capital and ( ii ) Transaction Expenses