any other Person in connection with a Permitted Acquisition to the extent
included in accordance with GAAP as a liability on the balance sheet of such
Person.
"Hedge Agreement":
any (a) interest rate swap agreement, interest rate cap
agreement, interest rate floor agreement, interest rate collar agreement,
interest rate option or any
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other agreement regarding the hedging of interest rate risk exposure executed in
connection with hedging the interest rate exposure of any Person and any
confirming letter executed pursuant to such agreement and (b) a foreign exchange
contract, currency swap agreement, futures contract, option contract, synthetic
cap or any other agreement regarding the hedging of fluctuations of currency
values and any confirming letter executed pursuant to such agreement, all as
amended, restated, supplemented or otherwise modified from time to time.
"Indebtedness":
of any Person at any date, without duplication:
(A)
ALL INDEBTEDNESS OF SUCH PERSON FOR BORROWED MONEY OR FOR THE
DEFERRED PURCHASE PRICE OF PROPERTY OR SERVICES (OTHER THAN TRADE LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS NOT MORE THAN 60 DAYS OVERDUE (OR
BEING CONTESTED IN GOOD FAITH) AND PAYABLE IN ACCORDANCE WITH CUSTOMARY
PRACTICES), INCLUDING SELLER'S NOTES AND TO THE EXTENT INCLUDED AS A LIABILITY
ON THE BALANCE SHEET OF SUCH PERSON IN ACCORDANCE WITH GAAP, EARN-OUTS AND
SIMILAR OBLIGATIONS,
(B)
ANY OTHER INDEBTEDNESS WHICH IS EVIDENCED BY A NOTE, BOND,
DEBENTURE OR SIMILAR INSTRUMENT,
(C)
ALL CAPITAL LEASE OBLIGATIONS OF SUCH PERSON,
(D)
ALL REIMBURSEMENT AND OTHER OBLIGATIONS OF SUCH PERSON IN RESPECT
OF LETTERS OF CREDIT, BANKERS' ACCEPTANCES AND SIMILAR OBLIGATIONS CREATED FOR
THE ACCOUNT OF SUCH PERSON, IN EACH CASE WHETHER OR NOT MATURED,
(E)
ALL LIABILITIES SECURED BY ANY LIEN ON ANY PROPERTY OWNED BY SUCH
PERSON EVEN THOUGH SUCH PERSON HAS NOT ASSUMED OR OTHERWISE BECOME LIABLE FOR
THE PAYMENT THEREOF,
(F)
ALL LIABILITIES WITH RESPECT TO REDEEMABLE PREFERRED STOCK
OBLIGATIONS ARISING PRIOR TO THE LATER OF THE REVOLVING CREDIT TERMINATION DATE
AND THE TERM LOAN MATURITY DATE,
(G)
NET LIABILITIES OF SUCH PERSON UNDER ANY HEDGE AGREEMENTS, FOREIGN
CURRENCY EXCHANGE AGREEMENTS, NETTING AGREEMENTS AND OTHER HEDGING AGREEMENTS OR
ARRANGEMENTS (CALCULATED ON A BASIS SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
IN ACCORDANCE WITH ACCEPTED PRACTICE),
(H)
WITHDRAWAL LIABILITIES OF SUCH PERSON OR ANY COMMONLY CONTROLLED
ENTITY UNDER A PLAN OR WITHDRAWAL LIABILITIES OF SUCH PERSON UNDER A FOREIGN
PENSION PLAN, AND
(I)
ALL GUARANTY OBLIGATIONS OF SUCH PERSON WITH RESPECT TO
LIABILITIES OF A TYPE DESCRIBED IN ANY OF CLAUSES (A) THROUGH (H) OF THIS
DEFINITION.
The Indebtedness of any Person shall include any Indebtedness of any partnership
in which such Person is the general partner.
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"Insolvency":
with respect to any Multiemployer Plan, the condition that such
Plan is insolvent within the meaning of Section 4245 of ERISA.
"Insolvent":
pertaining to a condition of Insolvency.
"Intellectual Property":
has the meaning ascribed thereto in Section 3.9.
"Interest Payment Date":
(a) as to any Base Rate Loan, each January 1, April 1,
July 1 and October 1, (b)