FairPoint Communications 2002 Annual Report Download - page 113

(iii) depreciation, (iv) amortization of intangibles and (v) any other non-cash
items (other than any such non-cash item to the extent that it represents an
accrual of or reserve for cash expenditures in any future period) minus (b) all
non-cash items increasing Consolidated Net Income for such period.
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, and the depreciation and amortization and other non-cash charges of,
a Restricted Subsidiary shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income
and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval of any governmental body or regulatory authority (that
has not been obtained), and without direct or indirect restriction pursuant to
the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its shareholders.
"EQUITY INVESTORS" means Kelso Investment Associates V., L.P., Kelso Equity
Partners V, L.P. and Thomas H. Lee Equity Fund IV, LP, and its Affiliates.
"EQUITY SALE" means (i) a Public Equity Offering following which a Public
Market exists or (ii) a Strategic Equity Investment.
"EVENTS OF DEFAULT" has the meaning set forth in Section 6.01.
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"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXCHANGE SECURITIES" means the Company's 11 7/8% Senior Notes due 2010 to
be issued pursuant to this Indenture in exchange for Original Securities or any
additional Initial Securities issued after the Issue Date, in connection with
any Registered Exchange Offer or any Private Exchange pursuant to a Registration
Rights Agreement.
"EXISTING NOTES" means the Company's 9 1/2% Senior Subordinated Notes due
2008 and 12 1/2% Senior Subordinated Notes due 2010.
"FAIR MARKET VALUE" means, with respect to any Property, the price that
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided, (a) if such Property has a Fair Market
Value equal to or less than $5.0 million, by any Officer of the Company or (b)
if such Property has a Fair Market Value in excess of $5.0 million, by a
majority of the Board of Directors and evidenced by a Board Resolution, dated
within 30 days of the relevant transaction, delivered to the Trustee.
"FINANCING COOPERATIVE" means CoBank ACB and Rural Telephone Finance
Cooperative.
"GAAP" means United States generally accepted accounting principles as in
effect on the Issue Date, including those set forth (a) in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, (b) in the statements and pronouncements of the
Financial Accounting Standards Board, (c) in such other statements by such other
entity as approved by a significant segment of the accounting profession and (d)
in the rules and regulations of the SEC or the Public Company Accounting
Oversight Board governing the inclusion of financial statements (including pro
forma financial statements) in periodic reports required to be filed pursuant to
Section 13 of the Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting staff of
the SEC.
"GUARANTEE" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to