FairPoint Communications 2002 Annual Report Download - page 270

amount set forth opposite such Lender's name on Annex I hereto directly below
the column entitled "A Term Commitment", as the same may be (x) reduced or
terminated pursuant to Sections 2.02, 2.03 and/or 8 or (y) adjusted from time to
time as a result of assignments to or from such Lender pursuant to Sections 1.13
and/or 11.04(b).
"A TERM FACILITY" shall mean the Facility evidenced by the Total A
Term Commitment.
"A TERM LOAN" shall have the meaning provided in Section 1.01(a).
"A TERM NOTE" shall have the meaning provided in Section 1.05(a).
"ADJUSTED CONSOLIDATED NET INCOME" shall mean, for any period,
Consolidated Net Income for such period PLUS, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense)
and net non-cash losses which were included in arriving at Consolidated Net
Income for such period, LESS the amount of all net non-cash gains which were
included in arriving at Consolidated Net Income for such period.
"ADJUSTED CONSOLIDATED WORKING CAPITAL" shall mean, at any time,
Consolidated Current Assets at such time (but excluding therefrom all cash and
Cash Equivalents) LESS Consolidated Current Liabilities at such time.
"ADJUSTED TOTAL REVOLVING COMMITMENT" shall mean at any time the Total
Revolving Commitment LESS the aggregate Revolving Commitments of all Defaulting
Lenders.
"ADMINISTRATIVE AGENT" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 10.09.
"AFFILIATE" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control a corporation if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the securities having ordinary voting power for the election of directors of
such corporation or (ii) to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting
securities, by contract or otherwise.
"AGENTS" shall have the meaning provided in the first paragraph of
this Agreement.
"AGREEMENT" shall mean this Credit Agreement, as amended and restated
and as the same may be from time to time further modified, amended, amended and
restated and/or supplemented.
"ANTICIPATED REINVESTMENT AMOUNT" shall mean, with respect to any
Reinvestment Election, the amount specified in the Reinvestment Notice delivered
by the Borrower in connection therewith as the amount of the Net Cash Proceeds
from the related Asset Sale that the Borrower intends to use to finance one or
more Permitted Acquisitions within 180 days (or, in the case of a Reinvestment
Notice delivered in respect of a Special Asset Sale, 270 days).
"APPLICABLE BASE RATE MARGIN" shall mean (i) in the case of A Term
Loans and RF Loans, 3.00% and (ii) in the case of C Term Loans, 3.50%.
"APPLICABLE CC PERCENTAGE" shall mean, for any day, a percentage equal
to (x) if the unutilized portion of the Total Revolving Commitment on such day
is less than 50% of the Total Revolving Commitment on such day, 0.50% and (y) if
the unutilized portion of the Total Revolving Commitment on such day equals or
exceeds 50% of the Total Revolving Commitment on such day, 0.75%.