FairPoint Communications 2004 Annual Report Download - page 310

Subsidiary, the percentage of Adjusted Consolidated EBITDA for the 12 months last ended at such time (determined on a Pro Forma Basis, as if such
Permitted Acquisition was consummated on the first day of such 12 month period and taking account of the adjustments described in clause (iii) of the
definition of “Pro Forma Basis” for such period) attributable to all Non-Pledged Subsidiaries acquired after the Initial Borrowing Date pursuant to Permitted
Acquisitions effected by Qualified Subsidiaries in the circumstances described above in this clause (ii), does not exceed 40%.
“Projections” shall have the meaning provided in Section 4.01(o).
“PUC” shall mean a public utility commission, public service commission or any similar agency or commission.
“Qualified Subsidiary” shall mean and include (i) each Wholly-Owned Domestic Subsidiary of the Borrower that is a Pledged Subsidiary,
(ii) each other Pledged Subsidiary (x) that is a Domestic Subsidiary and (y) in which the Investments of cash, property, services and/or other assets are made
in each class of equity interests of such Subsidiary by the Pledged Parties, on the one hand, and the other holders of such class of equity interests, on the other
hand, in amounts which are proportional to the respective equity percentages of the Pledged Parties, on the one hand, and such other holders, on the other
hand, for each class of equity interests of such Subsidiary (as reasonably determined by senior management of the Borrower) and (iii) each Wholly-Owned
Domestic Subsidiary of the Borrower that is a Telco or Carrier Services Company, the capital stock or other equity interests of which are not permitted to be
pledged pursuant to the Pledge Agreement as a result of applicable regulatory law.
“Qualified Preferred Stock” shall mean any Preferred Stock of the Borrower, the express terms of which shall provide for no voting rights
(except for (x) voting rights required by applicable law and (y) limited customary voting rights on fundamental matters such as mergers, consolidations, sales
of all or substantially all of the assets of the Borrower, or liquidations involving the Borrower) or covenants (other than customary information covenants and
inspection rights) and shall provide that dividends thereon shall not be required to be paid at any time (and to the extent) that such payment would be
prohibited by the terms of this Agreement or any other agreement of the Borrower relating to outstanding indebtedness and which, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (including any Change of Control), cannot
mature and is not mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, and is not redeemable, or required to be repurchased, at the sole
option of the holder thereof (including, without limitation, upon the occurrence of a Change of Control), in whole or in part, on or prior to the date that falls one
year and one day after the date on which all Obligations are repaid in full and all Commitments have terminated or expired.
“Quarterly Compliance Certificate” shall have the meaning provided in Section 6.01(e).
“RCRA” shall mean the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq.
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