FairPoint Communications 2004 Annual Report Download - page 303

“Payment Office” shall mean the office of the Administrative Agent at 60 Wall Street, New York, New York 10005 or such other office as
the Administrative Agent may designate to the Borrower and the Lenders in writing from time to time.
“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.
“Percentage” shall mean at any time for each RF Lender, the percentage obtained by dividing such Lender’s Revolving Commitment by the
Total Revolving Commitment, provided that if the Total Revolving Commitment has been terminated, the Percentage of each RF Lender shall be determined by
dividing such RF Lender’s Revolving Commitment immediately prior to such termination by the Total Revolving Commitment immediately prior to such
termination.
“Permitted Acquired Debt” shall mean Indebtedness of a Subsidiary acquired after the Effective Date pursuant to a Permitted Acquisition,
to the extent such Indebtedness was outstanding prior to the consummation of the Permitted Acquisition and remains outstanding as Indebtedness of the
respective Subsidiary after giving effect thereto, provided that (i) such Indebtedness was not incurred in connection with or in anticipation of such Permitted
Acquisition or the respective Person becoming Subsidiary of the Borrower, (ii) such Indebtedness does not constitute Indebtedness of the Borrower or any of
its Subsidiaries other than the respective Subsidiary acquired pursuant to the respective Permitted Acquisition and shall not be secured by any assets of any
Person other than assets of the Subsidiary so acquired serving as security therefor at the time of the respective Permitted Acquisition, (iii) no Person (other than
the respective Subsidiary or a direct parent or a Subsidiary of the respective Subsidiary to the extent such parent or Subsidiary is acquired in connection with
such Permitted Acquisition) shall have any liability (contingent or otherwise) with respect to any Permitted Acquired Debt and (iv) the aggregate principal
amount of all such Indebtedness shall not exceed at any time outstanding more than 10% of the Senior Consolidated Debt at such time.
“Permitted Acquisition” shall mean the acquisition by the Borrower or any of its Qualified Subsidiaries of assets constituting a business,
division or product line of any Person not already a Subsidiary of the Borrower or any of its Qualified Subsidiaries or of 100% of the capital stock or other
equity interests of any such Person, provided that (A) the consideration paid by the Borrower or such Qualified Subsidiary consists solely of cash (including
proceeds of RF Loans), the issuance of Borrower Common Stock, the issuance of Indebtedness otherwise permitted in Section 7.04 and the
assumption/acquisition of any Permitted Acquired Debt relating to such business, division, product line or Person which is permitted to remain outstanding in
accordance with the requirements of Section 7.04, (B) those acquisitions that are structured as equity acquisitions shall be effected through a purchase of
100% of the capital stock or other equity interests of such Person by the Borrower or such Qualified Subsidiary or through a merger between such Person and
Qualified Subsidiary of the Borrower, so that after giving effect to such merger, the surviving entity of such merger constitutes or continues to constitute a
Qualified Subsidiary of the Borrower, (C) in the case of the acquisition of 100% of the capital stock or other equity interests of any Person, such Person (the
“Acquired Person”) shall own no capital stock or other equity interests of any other Person unless either (x) the Acquired Person owns 100% of the capital
stock or other equity interests of such other Person or
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