FairPoint Communications 2004 Annual Report Download - page 300

“Leverage Ratio” shall mean, at any date of determination, the ratio of (x) Consolidated Debt on such date to (y) Adjusted Consolidated
EBITDA for the Test Period then or last ended. All calculations of the Leverage Ratio shall be made on a Pro Forma Basis.
“Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).
“Loan” shall have the meaning provided in Section 1.01.
“Majority Lenders” of any Facility shall mean those Non-Defaulting Lenders which would constitute the Required Lenders under, and as
defined in, this Agreement if all outstanding Obligations of the other Facilities under this Agreement were repaid in full and all Commitments with respect
thereto were terminated.
“Management Affiliate” shall mean Messrs. Duda, Leach, Johnson and Bergstein.
“Mandatory Borrowing” shall have the meaning provided in Section 1.01(e).
“Margin Stock” shall have the meaning provided in Regulation U.
“Material Adverse Effect” shall mean a material adverse effect on (x) the business, property, assets, liabilities or condition (financial or
otherwise) of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transaction, (y) the rights or remedies of the Agents or the Lenders
under any Credit Document or (z) the ability of the Pledge Parties taken as a whole to perform their obligations under the Credit Documents.
“Material Subsidiary” shall mean, at any time, any Subsidiary having gross assets at such time with a value of at least 5% of consolidated
gross assets of the Borrower and its Subsidiaries at such time and/or gross revenues for the Test Period then last ended of at least 5% of the consolidated gross
revenues of the Borrower and its Subsidiaries for such Test Period.
“Maturity Date” shall mean (i) with respect to Term Loans, the Term Loan Maturity Date, (ii) with respect to RF Loans, the RF Maturity
Date and (iii) with respect to Swingline Loans, the Swingline Expiry Date.
“Maximum Swingline Amount ” shall mean $5,000,000.
“Minimum Borrowing Amount ” shall mean (i) in the case of Term Loans, $1,000,000, (ii) in the case of RF Loans (x) maintained as Base
Rate Loans, $500,000 and (y) maintained as Eurodollar Loans, $1,000,000 and (iii) in the case of Swingline Loans, $100,000.
“Minimum Liquidity Condition” shall mean, as of any date on which a Dividend is to be paid on the Borrower Common Stock, the
condition existing on such date if (but only if) the sum of (i) Total Unutilized Revolving Commitment on such date (determined on a pro forma basis after
giving effect to any incurrence of RF Loans and Swingline Loans on such date to
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make such Dividend) plus (ii) the amount of Unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries, is equal to or greater than
$10,000,000.
“Minimum Tender Offer Condition” shall mean, with respect to any issue of Existing Tender Offer Notes, that at least 75% (or, in the case
of the 2008 Senior Subordinated Notes only, that at least 51%) of the aggregate principal amount of such issue of Existing Tender Offer Notes shall have been
validly tendered, and not withdrawn, pursuant to the Tender Offer and Consent Solicitation therefor.
“MJD Capital” shall mean MJD Capital Corp., a South Dakota corporation.
“Moody’s” shall have the meaning provided in the definition of “Cash Equivalents”.
“Multiemployer Plan” shall mean any multiemployer plan as defined in section 4001(a)(3) of ERISA which is contributed to by (or to which
there is an obligation to contribute of) the Borrower or any of its Subsidiaries or an ERISA Affiliate and each such plan for the five year period immediately
following the latest date on which the Borrower, any such Subsidiary or ERISA Affiliate contributed to or had an obligation to contribute to such plan.
“Net Cash Proceeds” shall mean (i) with respect to any Asset Sale, the Cash Proceeds resulting therefrom net (without duplication) of
expenses of sale (including payment of principal, premium and interest of Indebtedness secured by the assets the subject of the Asset Sale and required to be,
and which is, repaid under the terms thereof as a result of such Asset Sale), and incremental taxes paid or payable as a result thereof and (ii) with respect to
any issuance of Preferred Stock or Indebtedness, the cash proceeds received by the Borrower from such issuance net (without duplication) of underwriting
discounts and commissions, private placement and/or initial purchaser fees and other reasonable fees and expenses associated therewith.
“90%-Owned Subsidiary” shall mean (i) any Subsidiary to the extent at least 90% of the capital stock or other ownership interests in such
Subsidiary is owned directly or indirectly by the Borrower and (ii) STE, to the extent at least 87.5% of the capital stock of STE is owned directly or indirectly
by the Borrower.