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FairPoint Communications 2004 Annual Report Download - page 301

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“Non-Core Asset Sale” shall mean an Asset Sale constituting a sale of Non-Core Assets.

“Non-Core Assets” shall mean (i) assets of the Borrower and its Subsidiaries not used in their core business of providing local exchange

carrier voice telephony services (e.g., assets used in the operation of the cable television business, cellular telephone business and radio stations) and (ii) the

stock and/or other equity interests in any Subsidiary not primarily engaged in the core business of providing local exchange carrier services, in the case of

either clause (i) or (ii) to the extent such assets are certified as non-core assets by an Authorized Officer in an officer’s certificate delivered to the Administrative

Agent.

“Non-Defaulting Lender” shall mean a Lender that is not a Defaulting Lender.