FairPoint Communications 2002 Annual Report Download - page 271

"APPLICABLE EURODOLLAR MARGIN" shall mean (i) in the case of A Term
Loans and RF Loans, 4.00% and (ii) in the case of C Term Loans, 4.50%.
"APPLICABLE PREPAYMENT PERCENTAGE" shall mean, at any time, 50%;
PROVIDED that, so long as no Default or Event of Default is then in existence,
if on a given Excess Cash Payment Date the Senior Secured Leverage Ratio is less
than or equal to 1.00:1.00 (as set forth in an officer's certificate delivered
pursuant to Section 6.01(d) for the fiscal year of the Borrower then last
ended), the Applicable Prepayment Percentage shall at all times thereafter
instead be 0%.
"ASSET SALE" shall mean and include (x) the sale, transfer or other
disposition by the Borrower or any Subsidiary to any Person (other than the
Borrower or any Subsidiary Guarantor) of any asset of the Borrower or such
Subsidiary (other than sales, transfers or other dispositions in the ordinary
course of business of inventory and/or obsolete or excess equipment) and/or (y)
the receipt by the Borrower or any Subsidiary of any insurance, condemnation or
similar proceeds in connection with a casualty or taking of any of its assets in
excess of the costs incurred by the Borrower and its Subsidiaries in respect of
such event and of repairing or replacing the assets so damaged, destroyed or
taken but in all cases only to the extent that the aggregate Net Cash Proceeds
of all such sales, transfers, dispositions and receipts in any fiscal year are
in excess of $1,000,000.
"ASSIGNMENT AGREEMENT" shall mean the Assignment Agreement in the form
of Exhibit I (appropriately completed).
"AUTHORIZED OFFICER" shall mean any senior officer of the Borrower
designated as an authorized officer in writing to the Administrative Agent by
the Borrower.
"BANKRUPTCY CODE" shall have the meaning provided in Section 8.05.
"BASE RATE" at any time shall mean the higher of (i) the rate which is
1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the Prime
Lending Rate.
"BASE RATE LOAN" shall mean each Loan (other than any C Term
Loan-Fixed Rate prior to the FRE Date applicable thereto) bearing interest at
the rates provided in Section 1.08(a).
"BOA" shall mean Bank of America, N.A.
"BORROWER" shall have the meaning provided in the first paragraph of
this Agreement.
"BORROWING" shall mean the incurrence of Base Rate Loans or Eurodollar
Loans pursuant to a single Facility by the Borrower from the Lenders having
Commitments (and/or outstanding Loans) with respect to such Facility on a PRO
RATA basis on a given date (or resulting from conversions on a given date),
having in the case of Eurodollar Loans the same Interest Period; PROVIDED that
(x) in the case of an Existing C Term Loans-Floating Rate continued on the
Restatement Effective Date, the continuation of such loans as C Term
Loans-Floating Rate on such date shall be deemed to be a Borrowing pursuant to
the C Term Loan Facility-Floating Rate on such date from the Existing Lenders
holding such Loans, with any such deemed Borrowing to be a Borrowing of Base
Rate Loans (if the respective borrowing was maintained as a Base Rate Loan under
(and as defined in) the Original Credit Agreement immediately prior to the
Restatement Effective Date) or Eurodollar Loans (if the respective borrowing was
maintained as a Eurodollar Loan under (and as defined in) the Original Credit
Agreement immediately prior to the Restatement Effective Date) and (y) Base Rate
Loans incurred pursuant to Section 1.10(b) shall be considered part of any
related Borrowing of Eurodollar Loans.
"BUSINESS" shall have the meaning provided in Section 7.01.