TO LEASE PROPERTIES OR TO PURCHASE
PROPERTIES OR SERVICES PRIMARILY FOR THE PURPOSE OF ASSURING THE OWNER OF SUCH
INDEBTEDNESS OR OBLIGATION OF THE ABILITY OF ANY OTHER PERSON TO MAKE PAYMENT OF
THE INDEBTEDNESS OR OBLIGATION; OR
(D)
OTHERWISE TO ASSURE THE OWNER OF SUCH
INDEBTEDNESS OR OBLIGATION AGAINST LOSS IN RESPECT THEREOF.
Without limiting the foregoing, in any computation of the Indebtedness or other
liabilities of the obligor under any Guarantee, the Indebtedness or other
obligations that are the subject of such Guarantee shall be assumed to be direct
obligations of such obligor.
"Guarantor" means each domestic Restricted Subsidiary now existing or hereafter
created, and executing and delivering a Guarantee of the Obligations in the form
of Exhibit D, but which in any event shall encompass domestic Restricted
Subsidiaries representing at all times not less than 85% of total assets and
Consolidated EBITDA (computed for the Borrower and its domestic Restricted
Subsidiaries) of the Borrower and all its domestic Restricted Subsidiaries.
"Hazardous Materials" means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.
"Indebtedness" with respect to any Person means, at any time, without
duplication:
(A)
ITS LIABILITIES FOR BORROWED MONEY,
INCLUDING, WITHOUT LIMITATION, DEFERRED PAYMENTS, AND ITS REDEMPTION OBLIGATIONS
IN RESPECT OF MANDATORILY REDEEMABLE PREFERRED STOCK;
(B)
ITS LIABILITIES FOR THE DEFERRED PURCHASE
PRICE OF PROPERTY ACQUIRED BY SUCH PERSON (EXCLUDING ACCOUNTS PAYABLE ARISING IN
THE ORDINARY COURSE OF BUSINESS BUT INCLUDING ALL LIABILITIES CREATED OR ARISING
UNDER ANY CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT WITH RESPECT TO
ANY SUCH PROPERTY);
(C)
ALL LIABILITIES APPEARING ON ITS BALANCE
SHEET IN ACCORDANCE WITH GAAP IN RESPECT OF CAPITAL LEASES;
(D)
ALL LIABILITIES FOR BORROWED MONEY SECURED
BY ANY LIEN WITH RESPECT TO ANY PROPERTY OWNED BY SUCH PERSON (WHETHER OR NOT IT
HAS ASSUMED OR OTHERWISE BECOME LIABLE FOR SUCH LIABILITIES);
(E)
ALL ITS LIABILITIES IN RESPECT OF LETTERS
OF CREDIT OR INSTRUMENTS SERVING A SIMILAR FUNCTION ISSUED OR ACCEPTED FOR ITS
ACCOUNT BY BANKS AND OTHER FINANCIAL
9
INSTITUTIONS, WHETHER OR NOT REPRESENTING OBLIGATIONS FOR BORROWED MONEY, BUT
EXCLUDING ANY COMMERCIAL LETTER OF CREDIT ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS BY ANY SUCH BANK OR OTHER FINANCIAL INSTITUTION RELATING TO THE EXPORT
OR IMPORT OF PROPERTIES OR ANY LETTER OF CREDIT ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS BY ANY SUCH BANK OR OTHER FINANCIAL INSTITUTION RELATING TO
THE PERFORMANCE BY SUCH PERSON OF ITS OBLIGATIONS UNDER ANY CONTRACT OR
AGREEMENT (OTHER THAN ANY NOTE, CREDIT, LOAN OR OTHER FINANCIAL INSTRUMENT OR
LIKE AGREEMENT);
(F)
SWAPS OF SUCH PERSON; AND
(G)
ANY GUARANTEE OF SUCH PERSON WITH RESPECT TO
LIABILITIES OF A TYPE DESCRIBED IN ANY OF CLAUSES (A) THROUGH (F) HEREOF.
Indebtedness of any Person shall include all obligations of