FairPoint Communications 2004 Annual Report Download - page 299

“IPO Documents” shall mean the Form S-1, the Rule 424(b) Prospectus, the Underwriting Agreement, dated as of February 8, 2005,
between the Borrower, the underwriters named therein and the selling shareholders named therein, and the “Declaration of Effectiveness” from the SEC, in
each case as in effect on the Initial Borrowing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms
thereof.
“Joint Book Running Managers” shall mean DBSI, BAS, Morgan Stanley Senior Funding, Inc. and Goldman Sachs Credit Partners L.P.,
each in its capacity as a “Joint Book Running Manager.”
“Joint Lead Arrangers” shall mean DBSI and BAS, each in its capacity as “Joint Lead Arranger.”
“Kelso” shall mean Kelso Investment Associates V, L.P., a Delaware limited partnership, Kelso Equity Partners V, L.P., a Delaware limited
partnership, and their respective Affiliates.
“Lender” shall mean each financial institution listed on Annex I, as well as any Person that becomes a “Lender” hereunder pursuant to
Section 1.13, 1.14 or 11.04(b).
“Lender Default” shall mean (i) the wrongful refusal (which has not been retracted) or failure of a Lender to make available its portion of
any incurrence of Loans or a reimbursement of an Unpaid Drawing or (ii) a Lender having notified the Administrative Agent and/or the Borrower that it does
not intend to comply with the obligations under Section 1.01 or 1A.05, in circumstances where such non-compliance will constitute a breach of such Lender’s
obligations under the respective Section.
“Lender Register” shall have the meaning provided in Section 11.16.
“Letter of Credit” shall have the meaning provided in Section 1A.01(a).
“Letter of Credit Fee” shall have the meaning provided in Section 2.01(c).
“Letter of Credit Issuer” shall mean (i) DBTCA, any affiliate of DBTCA and any RF Lender (or affiliate of any RF Lender) which at the
request of the Borrower and with the consent of the Administrative Agent agrees, in such RF Lender’s (or RF Lender affiliate’s) sole discretion, to become a
Letter of Credit Issuer for the purpose of issuing Letters of Credit pursuant to Section 1A, and (ii) with respect to the Existing Letters of Credit, the Lender
designated as the issuer thereof on Annex IX shall be the Letter of Credit Issuer thereof.
“Letter of Credit Outstandings” shall mean, at any time, the sum of, without duplication, (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.
“Letter of Credit Request” shall have the meaning provided in Section 1A.03(a).
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