FairPoint Communications 2004 Annual Report Download - page 280

“Adjusted Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period adjusted by (A) adding thereto (in
each case (other than for purposes of clauses (v) and (vi) below), to the extent deducted in determining Consolidated Net Income for such period), without
duplication, the sum of the amounts for such period of (i) provisions for taxes based on income, (ii) Consolidated Interest Expense, (iii) amortization and
depreciation expense (including any amortization or write-off related to the write-up of any assets as a result of purchase accounting and the write-off of
deferred financing costs), (iv) losses on sales of assets (excluding sales in the ordinary course of business) and other extraordinary losses, (v) non-core income
relating to Non-Core Assets, to the extent not included in any determination of Consolidated Net Income for such period, (vi) dividends paid by CoBank to the
Borrower on common stock of CoBank held by the Borrower, to the extent not included in any determination of Consolidated Net Income, (vii) the non-cash
portion of any retirement or pension plan expense incurred by the Borrower or any of its Subsidiaries, (viii) all one-time costs and expenses paid during such
period in respect of the Transaction, (ix) one-time costs and expenses actually paid during such period in respect of the Borrower’s proposed “IDS”
transaction, so long as the aggregate amount of costs and expenses added back pursuant to this clause (ix) does not exceed $6.0 million and (x) any other non-
cash charges (including non-cash costs arising from implementation of SFAS 106 and SFAS 109) accrued by the Borrower and its Subsidiaries during such
period (except to the extent any such charge will require a cash payment in a future period) and (B) subtracting therefrom (to the extent included in arriving at
Consolidated Net Income for such period), without duplication, the sum of the amounts for such period of (i) gains on sales of assets (excluding sales in the
ordinary course of business) and other extraordinary gains and (ii) all non-cash gains and non-cash income, all as determined for the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, for purposes of determining the Leverage Ratio, Adjusted
Consolidated EBITDA shall be determined on a Pro Forma Basis. For the avoidance of doubt, it is understood and agreed that, to the extent any net income (or
loss) of any Subsidiary is excluded from the calculation of Consolidated Net Income in accordance with the definition thereof contained herein, any add-backs
to, or deductions from, Consolidated Net Income in determining Adjusted Consolidated EBITDA as provided above shall be calculated in a fashion consistent
with the limitations and/or exclusions provided in the definition of Consolidated Net Income contained herein.
“Adjusted Total Available Revolving Commitment” shall mean, at any time, the Total Revolving Commitment at such time less the
aggregate Available Revolving Commitments of all Defaulting Lenders at such time.
“Administrative Agent” shall have the meaning provided in the first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 10.10.
“Affected Loans” shall have the meaning provided in Section 3.02(B).
“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election
of directors (or
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