mortgage, pledge or lien existing on Property owned by the Company and subject
to such mortgage, pledge or lien, whether or not the liability secured thereby
shall have been assumed by the Company, (b) all indebtedness and other similar
monetary obligations of the Company, (c) all guaranties, obligations in respect
of letters of credit, endorsements (other than endorsements of negotiable
instruments for purposes of collection in the ordinary course of business),
obligations to purchase goods or services for the purpose of supplying funds for
the purchase of payment of Debt of others and other contingent obligations in
respect of, or to purchase, or otherwise acquire, or advance funds for the
purchase of, Debt of others, (d) all obligations of the Company to indemnify
another Company to the extent of the amount of indemnity, if any, which would be
payable by the Company at the time of determination of Debt and (e) all
obligations of the Company under capital leases.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.
"ERISA AFFILIATE" shall mean each trade or business (whether or not
incorporated) which together with the Company is treated as a "single employer"
under sections (b), (c), (m), (n) or (o) of section 414 of the Code; provided
that in no event shall Electra or any of its Affiliates be deemed to be an ERISA
Affiliate for purposes of this Agreement.
"EVENT OF DEFAULT" shall mean any of the events specified in paragraph
7, provided that there has been satisfied any requirement in connection with
such event for the giving of notice, or the lapse of time, or the happening of
any further condition, event or act, and "Default" shall mean any of such
events, whether or not any such requirement has been satisfied.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
"EXPENSES" shall have the meaning specified in paragraph 12B hereof.
"GAAP" shall mean generally accepted accounting principles as set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, or statements by
such other entity as have been approved by a significant segment of the
accounting profession, which are in effect from time to time.
"INACTIVE COMPANIES" shall mean all corporations, partnerships, joint
ventures or other entities in which the Company owns at least 5% of the
outstanding interests and that do not conduct any business or own any material
"LEASE" shall have the meaning specified in paragraph 8T.
"LIEN" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other