FairPoint Communications 2004 Annual Report Download - page 283

Subsidiaries in respect of Indebtedness or other obligations of the respective 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 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 returns in the form of an asset distribution from the respective 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 Sub-Limit” 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 Sub-Limit” in respect of any Investment in
an Unrestricted Subsidiary exceed the amount of the respective Investment previously made in such Unrestricted Subsidiary 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)); provided further that the Available Basket Sub-Limit shall not exceed at any time the Available Basket Amount as then in
effect.
“Available Cash” shall mean, for any Reference Period, for the Borrower and its Subsidiaries determined on a consolidated basis for such
Reference Period, an amount of cash equal to the sum (which may be negative) of (without duplication) (I) Adjusted Consolidated EBITDA for such Reference
Period minus (II) the sum of (i) Consolidated Interest Expense during such Reference Period, to the extent included in determining such Adjusted Consolidated
EBITDA, (ii) all scheduled, mandatory and voluntary principal repayments in respect of Indebtedness of the Borrower and its Subsidiaries made during such
Reference Period (other than (x) repayments made during such Reference Period with the proceeds of Indebtedness, equity issuances, asset sales or insurance
recovery events, (y) repayments of RF Loans or Swingline Loans during such Reference Period, except to the extent resulting in a corresponding reduction of
the Total Revolving Commitment in an amount equal to such repayment) and (z) prepayments of B Term Loans during such Reference Period pursuant to
Section 3.02(A)(e)), (iii) Consolidated Capital Expenditures made in cash during such Reference Period (other than Consolidated Capital Expenditures
financed with the proceeds of Indebtedness (other than RF Loans or Swingline Loans), equity issuances, assets sales and insurance recovery events), (iv)
Consolidated Tax Payments paid in cash during such Reference Period, (v) cash consideration paid during such Reference Period for acquisitions of equity
interests and/or assets comprising a business or product line (whether pursuant to a Permitted Acquisition or otherwise), except to the extent financed with the
proceeds of Indebtedness or issuances of equity, (vi) Investments (other than Excluded Investments) made during such Reference Period, (vii) the cash cost of
any extraordinary losses and of any losses on sales of assets (other than in the ordinary course of business) during such Reference Period, in any such case to
the extent included in determining Adjusted Consolidated EBITDA for such Reference Period and (viii) cash payments made during such Reference Period on
account of non-cash losses or non-cash charges accrued or
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