FairPoint Communications 2004 Annual Report Download - page 282

“Available Basket Amount” shall mean, on any date of determination, an amount equal to the sum of (i) $50,000,000 minus (ii) the
aggregate amount of Investments made (including for such purpose the fair market value of any assets contributed (at the time contributed) to any Restricted
Investment Entity or Unrestricted Subsidiary (as determined in good faith by senior management of the Borrower), net of Indebtedness outstanding at the time
of determination assigned to, and assumed by, the respective Restricted Investment Entity or Unrestricted Subsidiary in connection therewith) pursuant to
Section 7.06(1) after the Effective Date (determined without giving effect to any write-downs or write-offs thereof) minus (iii) the aggregate amount of then
outstanding Indebtedness or other obligations (whether absolute, accrued, contingent or otherwise and whether or not due) of any Restricted Investment Entity
or Unrestricted Subsidiary for which the Borrower or any of its Subsidiaries (other than the respective Restricted Investment Entity or Unrestricted
Subsidiary) is liable, minus (iv) all payments made by the Borrower or any of its Subsidiaries (other than the respective Restricted Investment Entity or
Unrestricted Subsidiary) in respect of Indebtedness or other obligations of the respective Restricted Investment Entity or Unrestricted Subsidiary (including,
without limitation, payments in respect of obligations described in preceding clause (iii)) after the Effective Date, plus (v) the aggregate amount of all cash
returns received by the Borrower or any Qualified Subsidiary from the respective Restricted Investment Entity or Unrestricted Subsidiary in respect of
Investments previously made pursuant to Section 7.06(l) (which cash return may be made by way of repayment of principal in the case of loans and cash
equity returns (whether as a distribution, dividend or redemption) in the case of equity investments) and all non-cash returns in the form of an asset
distribution from the respective Restricted Investment Entity or Unrestricted Subsidiary of any asset previously contributed pursuant to Section 7.06(l)
(taking the fair market value of such distributed asset (as determined in good faith by senior management of the Borrower)), in any such case as such
aggregate amount has been then last certified by an Authorized Officer by delivery of an officers’ certificate to the Administrative Agent, provided that the
aggregate amount of increases to the “Available Basket Amount” resulting from the application of this clause (v) shall not exceed the value of the returned
investments (in the case of a non-cash return on investment, taking the fair market value of the distributed asset (as determined in good faith by senior
management of the Borrower)) and, in no event, shall the amount of the increases made to “Available Basket Amount” in respect of any Investment exceed the
amount of the respective Investment previously made pursuant to Section 7.06(l) (in the case of a non-cash Investment, taking the fair market value of the
Investment at the time of the initial investment (as determined in good faith by senior management of the Borrower)).
“Available Basket Sub-Limit” shall mean, on any date of determination, an amount equal to the sum of (i) $35,000,000 minus (ii) the
aggregate amount of Investments made (including for such purpose the fair market value of any asset contributed (at the time contributed) to any Unrestricted
Subsidiary (as determined in good faith by senior management of the Borrower), net of Indebtedness outstanding at the time of determination assigned to, and
assumed by, the respective Unrestricted Subsidiary in connection therewith) in Unrestricted Subsidiaries pursuant to Section 7.06(l) after the Effective Date
(determined without giving effect to any write-downs or write-offs thereof), minus (iii) the aggregate amount of all then outstanding Indebtedness or other
obligations (whether absolute, accrued, contingent or otherwise and whether or not due) of any Unrestricted Subsidiary for which the Borrower or any of its
Subsidiaries is liable, minus (iv) all payments made by the Borrower or any of its
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