FairPoint Communications 2004 Annual Report Download - page 293

and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.
“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrower or a Subsidiary would
be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code and with respect to Sections 412 and 4971 of the Code and Section
302 of ERISA, Section 414(b), (c), (m) or (o) of the Code.
“Eurodollar Loans” shall mean each Loan bearing interest at the rates provided in Section 1.08(b).
“Eurodollar Rate” shall mean with respect to each Interest Period for a Eurodollar Loan, (i) the offered quotation to first-class banks in the
interbank Eurodollar market by the Administrative Agent for dollar deposits of amounts in same day funds comparable to the outstanding principal amount of
the Eurodollar Loans for which an interest rate is then being determined with maturities comparable to the Interest Period to be applicable to such Eurodollar
Loans, determined as of 10:00 A.M. (New York time) on the date which is two Business Days prior to the commencement of such Interest Period divided (and
rounded upward to the next whole multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve
System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).
“Event of Default” shall have the meaning provided in Section 8.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Excluded Asset Sale” shall mean any sale or other disposition of Non-Core Assets made after the Initial Borrowing Date and identified as
an “Excluded Asset Sale” by written notice to the Administrative Agent, so long as the Net Cash Proceeds of such sale or disposition, when combined with the
aggregate Net Cash Proceeds of all other sales and dispositions identified as “Excluded Asset Sales” after the Initial Borrowing Date, does not exceed
$40,000,000.
“Excluded Intercompany Payables” shall mean (i) any intercompany payable incurred in the ordinary course of business by the Borrower
or any of its Wholly-Owned Subsidiaries and owing to the Borrower or a Wholly-Owned Subsidiary of the Borrower, as applicable, so long as such payable
has not remained outstanding for more than 90 days and (ii) any payable owing by a Subsidiary of the Borrower to its parent company (if the Borrower or
another Subsidiary of the Borrower) arising in connection with the tax sharing arrangements entered into among the Borrower and its Subsidiaries, so long as
the amount of such payable relates to the taxes attributable to the operations of such Subsidiary.
“Excluded Investments” shall mean any Investment made pursuant to clause (a), (b), (c), (e), (f), (g), (h), (i)(x), (j), (k) or (m) of Section
7.06.
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