FairPoint Communications 2004 Annual Report Download - page 287

“CoBank” shall mean CoBank, ACB and any successor thereto by merger, consolidation or otherwise.
“Co-Documentation Agent” shall have the meaning provided in the first paragraph of this Agreement.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory
thereof, supplemental thereto or substituted therefor.
“Collateral” shall mean all of the “Collateral” as defined in the Pledge Agreement.
“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Lenders.
“Commitment” shall mean, with respect to each Lender, such Lender’s Initial B Term Commitment, Delayed-Draw B Term Commitment,
Incremental B Term Commitment and/or Revolving Commitment.
“Commitment Commission” shall have the meaning provided in Section 2.01(b).
“Company” shall mean any corporation, limited liability company, partnership or other business entity (or the adjectival form thereof,
where appropriate).
“Consolidated Capital Expenditures” shall mean, for any period, the aggregate of all cash expenditures (including in all events all amounts
expended under Capital Leases (other than Capital Leases evidencing Permitted MJD Capital Debt) but excluding any amount representing capitalized interest)
by the Borrower and its Subsidiaries during that period that, in conformity with GAAP, are or are required to be included in the property, plant or equipment
reflected in the consolidated balance sheet of the Borrower and its Subsidiaries, provided that Consolidated Capital Expenditures shall in any event (x) exclude
the purchase price paid in cash in connection with the acquisition of any Person (including through the purchase of all of the capital stock or other ownership
interests of such Person or through merger or consolidation) pursuant to a Permitted Acquisition, whether or not allocable to property, plant and equipment and
(y) exclude amounts expended with insurance proceeds.
“Consolidated Debt” shall mean, as of any date of determination, without duplication, the sum of (i) the aggregate stated balance sheet
amount of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP plus (ii) any Indebtedness
for borrowed money of any other Person as to which the Borrower and/or any of its Subsidiaries has created a guarantee or other Contingent Obligation (but
only to the extent of such guarantee or other Contingent Obligation) less (iii) the remainder (if positive) of (A) the aggregate amount of Unrestricted cash and
Cash Equivalents held by the Borrower and its Subsidiaries on such date minus (B) all overdue accounts payable of the Borrower and its Subsidiaries on
such date not paid in accordance with past practices as in effect on the Effective Date; provided that, for purposes of this definition (and notwithstanding any
contrary treatment
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