FairPoint Communications 2004 Annual Report Download - page 286

recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within 270
days from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e)
securities (including tax-exempt debt obligations) with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any
foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be)
are rated at least A by S&P or A2 by Moody’s (or publicly traded or open-ended bond funds that invest exclusively in such securities); (f) securities with
maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the
requirements of clause (b) of this definition; (g) Dollar denominated debt obligations of corporations maturing within 12 months from the date of the
acquisition rated at least A by S&P or A2 by Moody’s; (h) shares of bond funds rated at least A by S&P or A2 by Moody’s having weighted average
maturities of 12 months or less; and (i) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of
clauses (a) through (h) of this definition.
“Cash Proceeds” shall mean, with respect to any Asset Sale, the aggregate cash payments (including any cash received by way of deferred
payment pursuant to a note receivable issued in connection with such Asset Sale, other than the portion of such deferred payment constituting interest, but
only as and when so received) received by the Borrower and/or any Subsidiary from such Asset Sale.
“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §
9601 et seq.
“Change of Control” shall mean at any time and for any reason (a) any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Sections 13(d) and 14(d) of the
Exchange Act) on a fully diluted basis of more than 25% of the total voting interest in the capital stock of the Borrower or (ii) during any period of two
consecutive years individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose
election by such Board of Directors or whose nomination for election by the stockholders of the Borrower was approved by a vote of a majority of the directors
of the Borrower then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office or (b) a “change of control” or similar event
shall occur as provided in the Existing 2008 Subordinated Notes Indenture, the Existing 2010 Subordinated Notes Indenture, the Existing 2010 Senior Notes
Indenture and, on and after the execution, delivery and/or incurrence thereof, any Permitted Senior Subordinated Notes Document, any Permitted Senior
Unsecured Notes Document, any agreements or instruments relating to any other Permitted Junior Capital or any Permitted Refinancing Indebtedness in respect
of the foregoing or any other agreement governing or evidencing any other material Indebtedness of the Borrower.
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