with respect to any Person on any date of determination
(without duplication):
(I)
THE PRINCIPAL OF AND PREMIUM, IF ANY, IN RESPECT OF INDEBTEDNESS OF
SUCH PERSON FOR BORROWED MONEY,
(II)
THE PRINCIPAL OF AND PREMIUM, IF ANY, IN RESPECT OF OBLIGATIONS OF
SUCH PERSON EVIDENCED BY BONDS, DEBENTURES, NOTES OR OTHER SIMILAR INSTRUMENTS,
(III)
THE PRINCIPAL COMPONENT OF ALL OBLIGATIONS OF SUCH PERSON IN RESPECT
OF LETTERS OF CREDIT, BANKERS' ACCEPTANCES OR OTHER SIMILAR INSTRUMENTS
(INCLUDING REIMBURSEMENT OBLIGATIONS WITH RESPECT THERETO EXCEPT TO THE EXTENT
SUCH REIMBURSEMENT OBLIGATION RELATES TO A TRADE PAYABLE AND SUCH OBLIGATION IS
SATISFIED WITHIN 30 DAYS OF INCURRENCE),
(IV)
THE PRINCIPAL COMPONENT OF ALL OBLIGATIONS OF SUCH PERSON TO PAY THE
DEFERRED AND UNPAID PURCHASE PRICE OF PROPERTY (EXCEPT TRADE PAYABLES), WHICH
PURCHASE PRICE IS DUE MORE THAN SIX MONTHS AFTER THE DATE OF PLACING SUCH
PROPERTY IN SERVICE OR TAKING DELIVERY AND TITLE THERETO,
(V)
ALL CAPITALIZED LEASE OBLIGATIONS AND ALL ATTRIBUTABLE INDEBTEDNESS
OF SUCH PERSON,
(VI)
THE PRINCIPAL COMPONENT OR LIQUIDATION PREFERENCE OF ALL OBLIGATIONS
OF SUCH PERSON WITH RESPECT TO THE REDEMPTION, REPAYMENT OR OTHER REPURCHASE OF
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DISQUALIFIED STOCK OR, WITH RESPECT TO ANY SUBSIDIARY OF THE BORROWER, ANY
PREFERRED STOCK (BUT EXCLUDING, IN EACH CASE, ANY ACCRUED DIVIDENDS),
(VII)
THE PRINCIPAL COMPONENT OF ALL INDEBTEDNESS OF OTHER PERSONS SECURED
BY A LIEN ON ANY ASSET OF SUCH PERSON, WHETHER OR NOT SUCH INDEBTEDNESS IS
ASSUMED BY SUCH PERSON; PROVIDED, HOWEVER, THAT THE AMOUNT OF INDEBTEDNESS OF
SUCH PERSON SHALL BE THE LESSER OF (A) THE FAIR MARKET VALUE OF SUCH ASSET AT
SUCH DATE OF DETERMINATION AND (B) THE AMOUNT OF SUCH INDEBTEDNESS OF SUCH OTHER
PERSONS,
(VIII)
THE PRINCIPAL COMPONENT OF ALL INDEBTEDNESS OF OTHER PERSONS TO THE
EXTENT GUARANTEED BY SUCH PERSON,
(IX)
TO THE EXTENT NOT OTHERWISE INCLUDED IN THIS DEFINITION, NET
OBLIGATIONS OF SUCH PERSON UNDER HEDGING AGREEMENTS (THE AMOUNT OF ANY SUCH
OBLIGATIONS TO BE EQUAL AT ANY TIME OF DETERMINATION TO THE TERMINATION VALUE OF
SUCH AGREEMENT OR ARRANGEMENT GIVING RISE TO SUCH OBLIGATION THAT WOULD BE
PAYABLE BY SUCH PERSON AT SUCH TIME), AND
(X)
TO THE EXTENT NOT OTHERWISE INCLUDED IN THIS DEFINITION, THE AMOUNT
THEN OUTSTANDING (I.E., ADVANCED, AND RECEIVED BY, AND AVAILABLE FOR USE BY SUCH
PERSON) UNDER ANY RECEIVABLES FINANCING (AS SET FORTH IN THE BOOKS AND RECORDS
OF SUCH PERSON AND CONFIRMED BY THE AGENT, TRUSTEE OR OTHER REPRESENTATIVE OF
THE INSTITUTION OR GROUP PROVIDING SUCH RECEIVABLES FINANCING).
The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability at such date, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations described above at such
date.
In addition, "Indebtedness" of any Person shall include Indebtedness described
in the preceding paragraph that would not appear as a liability on the balance
sheet of such Person if:
(i)
such Indebtedness is the obligation of