FairPoint Communications 2004 Annual Report Download - page 289

sheet of the Borrower prepared in accordance with GAAP, provided that all intangible assets (including goodwill) shall be excluded in making such
determination.
“Consolidated Tax Payments” shall mean, for any period, the sum of (a) the provision for taxes based on income or profits which was
deducted from gross income in the computation of “Consolidated Net Income”, plus (b) without duplication, the cash amount of any taxes actually paid in
excess of the corresponding provisions, minus (c) cash tax refunds actually received by the Borrower and its Subsidiaries during such period.
“Contingent Obligations” shall mean as to any Person any obligation of such Person guaranteeing or intending to guarantee any
Indebtedness, leases, dividends or other obligations (“ primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii)
to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof, provided,
however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the stated maximum of the Contingent Obligation or, if none, the stated or
determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if there is no stated or determinable amount of the
primary obligation, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by
such Person in good faith.
“Credit Documents” shall mean this Agreement, the Notes, the Intercompany Subordination Agreement, the Pledge Agreement, the
Subsidiary Guaranty and each Incremental B Term Commitment Agreement.
“Credit Event” shall mean the making of a Loan or the issuance of a Letter of Credit.
“Credit Party” shall mean the Borrower and each Subsidiary of the Borrower party to a Credit Document.
“Cumulative Distributable Cash” shall mean, as at any date of determination, an amount equal to the remainder of (i) Available Cash for
the Reference Period most recently ended prior to such date less (ii) the aggregate amount of Dividends paid by the Borrower on the Borrower Common Stock
during such Reference Period (other than Dividends paid pursuant to Section 7.09(a)(xvi)) less (iii) the aggregate amount of Investments made by the Borrower
and its Subsidiaries during such Reference Period in reliance on Section 7.06(m) (determined at the time of the making of the Investment and without regard to
any write-downs or write-offs thereof and, in the case of any Investment in the form of a contribution of a non-cash asset, taking the
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