FairPoint Communications 2002 Annual Report Download - page 116

no longer be a Note Guarantor pursuant to this Indenture.
"OFFICER" means the Chief Executive Officer, the President, the Chief
Financial Officer, the Chief Operating Officer or any Vice President of the
Company.
"OFFICERS' CERTIFICATE" means a certificate signed by two Officers of the
Company, at least one of whom shall be the principal executive officer or
principal financial officer of the Company, and delivered to the Trustee.
"OPINION OF COUNSEL" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to the Company.
"ORIGINAL SECURITIES" means the Initial Securities in the aggregate
principal amount of $225,000,000 issued on the Issue Date.
"PERMITTED ASSET SWAP" means any transfer of property or assets by the
Company or any of its Restricted Subsidiaries in which at least 90% of the
consideration received by the transferor consists of properties or assets (other
than cash) that will be used in a Telecommunications Business; PROVIDED that the
aggregate Fair Market Value of the property or assets being transferred by the
Company or such Restricted Subsidiary is not greater than the aggregate Fair
Market Value of the property or assets received by the Company or such
Restricted Subsidiary in such exchange; PROVIDED, HOWEVER, that in the event
such aggregate Fair Market Value of the property or assets being transferred or
received by the Company is (x) less than $15.0 million, such determination shall
be made in good faith by the Board of Directors of the Company and (y) greater
than or equal to $15.0 million, such determination shall be made by an
Independent Appraiser.
"PERMITTED DEBT" means:
(a) Debt of the Company evidenced by the Original Securities and Exchange
Securities issued in exchange for the Original Securities, and any Note
Guarantee;
(b) Debt under the Credit Facility, PROVIDED that the aggregate principal
amount of all such Debt under the Credit Facility at any one time outstanding
under this clause (b) shall not exceed $300.0 million, which amount shall be
permanently reduced by the aggregate amount of Net Available Cash used to Repay
Debt under the Credit Facility since the Issue Date pursuant to Section 4.07;
(c) Debt of the Company or a Restricted Subsidiary in respect of Capital
Lease Obligations and Purchase Money Debt, PROVIDED that (i) the aggregate
principal amount of such Debt does not exceed the Fair Market Value (on the date
of the Incurrence thereof) of the Property acquired, constructed or leased and
(ii) the aggregate principal amount of all Debt Incurred and then outstanding
pursuant to this clause (c)
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(together with all Permitted Refinancing Debt Incurred and then outstanding in
respect of Debt previously Incurred pursuant to this clause (c)) shall not
exceed $30.0 million;
(d) Debt of the Company owing to and held by any Restricted Subsidiary and
Debt of a Restricted Subsidiary owing to and held by the Company or any
Restricted Subsidiary; PROVIDED, HOWEVER, that any subsequent issue or transfer
of Capital Stock or other event that results in any such Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any subsequent transfer of any such
Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each
case, to constitute the Incurrence of such Debt by the issuer thereof;
(e) Debt under Interest Rate Agreements entered into by the Company or a
Restricted Subsidiary for the purpose of limiting interest rate risk in the
ordinary course of the financial management of the Company or such Restricted
Subsidiary and not for speculative purposes, PROVIDED that the obligations under