Notwithstanding the foregoing, for purposes of calculating Actual Indebtedness, Closing Date Indebtedness and Estimated Indebtedness, “Indebtedness” shall not include any Current Liabilities to the extent included in Working Capital. “ Indebtedness” means, with respect to any Person, without duplication (a) indebtedness for borrowed money, whether current, short-term or long-term and whether secured or unsecured, (b) indebtedness evidenced by any note, bond, debenture or other debt instrument, (c) obligations under any interest rate, currency or commodity swaps, collars, caps, hedges, futures contract, forward contract, option or other derivative instruments, (d) capital lease obligations recorded in accordance with GAAP, (e) customer deposits on gaming machines, (f) amounts owing as deferred purchase price for any assets, including contingent payments, incentives or earn-outs (or any similar obligations), (g) any accrued interest, premiums, penalties, “breakage costs,” redemption fees, requirement to pay early, or other termination fees with respect to any of the foregoing types of obligations, (h) any performance bond, letter of credit or surety bond, in each case, solely to the extent drawn upon or payable and not continuing, or any bank overdrafts and similar charges, (i) guarantee or assumption of any such indebtedness described in clauses (a) through (h) above or any debt securities of another Person, and (i) any “ keep well” or other similar agreement that requires a Person to maintain any financial statement condition of another Person.
WHEREAS, the Direction Letters shall specify that the proceeds of the Purchase Price Advance shall be wired directly by Purchaser on behalf of the Company to the payee specified in the GSO Release Letters and deemed to be utilized as follows: For (i) (x) the repayment by Seller of certain specified funds to Holdings in respect of certain indebtedness owed by Seller to Holdings and (y) the contribution of certain specified funds to the capital of Americas (the “ Americas Contribution”) (ii) the contribution by Americas of the Americas Contribution to the capital of Holdings (iii) the repayment by Holdings of certain specified funds to the Company in respect of certain indebtedness, if any, owed by Holdings to the Company (to the extent not otherwise repaid prior to the Closing) and (iv) the contribution by Holdings of certain specified funds to the capital of the Company and the utilization of those funds by the Company in respect of repaying, satisfying and discharging the Existing Credit Agreement and the Existing Mezzanine Credit Agreement (each, hereinafter defined) (the steps described in the immediately preceding clauses (i) through (iv), inclusive, are referred to collectively as the “ Loan Repayments and Contributions”) and
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