FairPoint Communications 2002 Annual Report Download - page 123

other Debt of the Company; (B) any Debt Incurred in violation of the provisions
of this Indenture (but, as to any such obligation, no such violation shall be
deemed to exist for purposes of this clause (B) if the holders of such
obligation or their representative and the Trustee shall have received an
Officers' Certificate of the Company to the effect that the Incurrence of such
Debt does not (or, in the case of revolving credit indebtedness, that the
Incurrence of the entire committed amount thereof at the date on which the
initial borrowing thereunder is made would not) violate such provisions of this
Indenture); (C) accounts payable or any other obligations of the Company to
trade creditors created or assumed by the Company in the ordinary course of
business in connection with the obtaining of materials or services (including
Guarantees thereof or instruments evidencing such liabilities); (D) any
liability for Federal, state, local or other taxes owed or owing by the Company;
(E) any obligation of the Company to any Subsidiary; or (F) any obligations with
respect to any Capital Stock of the Company.
"SENIOR LEVERAGE RATIO" means the ratio of (a) the outstanding Debt
(excluding Subordinated Obligations) of the Company and the outstanding Debt of
the Restricted Subsidiaries, on a consolidated basis, to (b) Pro Forma EBITDA
for the last four fiscal quarters preceding the date on which such calculation
is made.
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"SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a "Significant
Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the SEC.
"STATED MATURITY" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).
"STRATEGIC EQUITY INVESTMENT" means an equity investment made by a
Strategic Investor in the Company in an aggregate amount of at least $25.0
million and that results in such Strategic Investor becoming the owner of at
least 15.0% of the total issued and outstanding common stock of the Company.
"STRATEGIC INVESTOR" means a corporation, partnership or other entity
engaged in one or more Telecommunications Businesses that has, or 80.0% or more
of the Voting Stock of which is owned by a Person that has, an equity market
capitalization, at the time of its initial investment in the Company, in excess
of $2.0 billion.
"SUBORDINATED OBLIGATION" means any Debt of the Company (whether
outstanding on the Issue Date or thereafter Incurred) that is subordinate or
junior in right of payment to the Securities pursuant to a written agreement to
that effect (which shall include the subordination section of any document
governing such Debt).
"SUBSIDIARY" means, in respect of any Person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power
of the Voting Stock is at the time owned or controlled, directly or indirectly,
by (a) such Person, (b) such Person and one or more Subsidiaries of such Person
or (c) one or more Subsidiaries of such Person.
"TELECOMMUNICATIONS ASSETS" means any Property, including licenses and
applications, bids and agreements to acquire licenses, or other authority to
provide telecommunications services, previously granted, or to be granted, by
the Federal Communications Commission, used or intended for use primarily in
connection with a Telecommunications Business.
"TELECOMMUNICATIONS BUSINESS" means any business substantially all the