FairPoint Communications 2004 Annual Report Download - page 281

equivalent governing body) of such Person or (ii) to direct or cause the direction of the management and policies of such other Person, whether through the
ownership of voting securities, by contract or otherwise.
“Agents” shall have the meaning provided in the first paragraph of this Agreement.
“Agreement” shall mean this Credit Agreement, as modified, amended, restated and/or supplemented.
“Anticipated Reinvestment Amount ” shall mean, with respect to any Reinvestment Election, the amount specified in the Reinvestment
Notice delivered by the Borrower in connection therewith as the amount of the Net Cash Proceeds from the related Asset Sale that the Borrower intends to use to
finance one or more Permitted Acquisitions within 270 days.
“Applicable Base Rate Margin” shall mean (i) in the case of B Term Loans, 1.00%, (ii) in the case of RF Loans, 1.00% and (iii) in the case
of Swingline Loans, 1.00%.
“Applicable Eurodollar Margin” shall mean (i) in the case of B Term Loans, 2.00%, and (ii) in the case of RF Loans, 2.00%.
“Asset Sale” shall mean and include (x) the sale, transfer or other disposition by the Borrower or any Subsidiary to any Person (other than
the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower) of any asset of the Borrower or such Subsidiary (other than sales, transfers or
other dispositions in the ordinary course of business of inventory and/or obsolete or excess equipment) and/or (y) the receipt by the Borrower or any
Subsidiary of any insurance, condemnation or similar proceeds in connection with a casualty or taking of any of its assets in excess of the costs incurred by
the Borrower and its Subsidiaries in respect of such event and of repairing or replacing the assets so damaged, destroyed or taken but in all cases only to the
extent that the aggregate Net Cash Proceeds of all such sales, transfers, dispositions and receipts in any fiscal year of the Borrower are in excess of
$2,000,000; provided that so long as no Default or Event of Default exists at the time of a proposed Excluded Asset Sale, such Excluded Asset Sale shall not
constitute an “Asset Sale”.
“Assignment Agreement” shall mean the Assignment Agreement in the form of Exhibit I (appropriately completed).
“Authorized Officer” shall mean, with respect to (i) delivering Notices of Borrowing, Notices of Conversion/Continuation, Letter of Credit
Requests and similar notices, any officer or officers of the Borrower that has or have been authorized by the board of directors of the Borrower to deliver such
notices pursuant to this Agreement and that has or have appropriate signature cards on file with the Administrative Agent; (ii) delivering financial information
and officer’s certificates pursuant to this Agreement, the chief executive officer, the president, any vice president, the chief financial officer, any treasurer or
any controller of the Borrower; and (iii) any other matter in connection with this Agreement or any other Credit Document, any officer (or a person or persons
so designated by any two officers) of the Borrower.
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