FairPoint Communications 2002 Annual Report Download - page 121

Trustee at the time of the consummation of an acquisition of Property and such
Officers' Certificate states that such officers believe in good faith that
actions will be commenced or initiated within 90 days of such acquisition of
Property to effect such Cost Savings Measures and (ii) with respect to each
acquisition of Property completed prior to the 90th day preceding such date of
determination, actions were commenced or initiated by the Company or any of its
Restricted Subsidiaries within 90 days of such acquisition of Property to effect
the Cost Savings Measures identified in such Officers' Certificate (regardless,
however, of whether the corresponding cost savings have been achieved).
"PROPERTY" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock in, and other securities of, any other
Person. For purposes of any calculation required pursuant to this Indenture, the
value of any Property shall be its Fair Market Value.
"PUBLIC EQUITY OFFERING" means an underwritten public offering of common
stock of the Company pursuant to an effective registration statement under the
Securities Act.
"PUBLIC MARKET" means any time after (a) a Public Equity Offering has been
consummated and (b) at least 15.0% of the total issued and outstanding common
stock of the Company has been distributed by means of an effective registration
statement under the Securities Act or sales pursuant to Rule 144 under the
Securities Act.
"PURCHASE MONEY DEBT" means Debt (a) consisting of the deferred purchase
price of property, conditional sale obligations, obligations under any title
retention agreement, other purchase money obligations and obligations in respect
of industrial revenue bonds, in each case where the maturity of such Debt does
not exceed the anticipated useful life of the Property being financed, and (b)
Incurred to finance the acquisition, construction or lease by the Company or a
Restricted Subsidiary of such Property, including additions and improvements
thereto; PROVIDED, HOWEVER, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.
"REFINANCE" means, in respect of any Debt, to refinance, extend, renew,
refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other
Debt, in exchange or replacement for, such Debt. "Refinanced" and "Refinancing"
shall have correlative meanings.
"REPAY" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid"
shall have
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correlative meanings. For purposes of Section 4.07 and clause (b) of the
definition of "Permitted Debt", Debt shall be considered to have been Repaid
only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith, without the right on the part of
the Company or any of its Subsidiaries, pursuant to an agreement in effect at
the time of such Repayment, to cause such commitment to be reinstated or
replaced with a substantially similar commitment.
"RESTRICTED PAYMENT" means: (a) any dividend or distribution (whether made
in cash, securities or other Property) declared or paid on or with respect to
any shares of Capital Stock of the Company or any Restricted Subsidiary
(including any payment in connection with any merger or consolidation with or
into the Company or any Restricted Subsidiary), except for any dividend or
distribution that is made solely to the Company or a Restricted Subsidiary (and,
if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to the other
shareholders of such Restricted Subsidiary on a pro rata basis or on a basis
that results in the receipt by the Company or a Restricted Subsidiary of
dividends or distributions of greater value than it would receive on a PRO RATA
basis) or any dividend or distribution payable solely in shares of Capital Stock