FairPoint Communications 2002 Annual Report Download - page 273

"CARRIER SERVICES BACK-STOP LETTERS OF CREDIT" shall mean each standby
letter of credit issued by a financial institution for the account of the
Borrower in support of the reimbursement obligations of Carrier Services under
any letter of credit issued for its account in support of obligations incurred
in the ordinary course of business with respect to customer deposits and other
similar statutorily mandated obligations.
"CARRIER SERVICES EXPENDITURES" shall mean expenditures with respect
to the acquisition, creation and/or maintenance of Carrier Services.
"CASH EQUIVALENTS" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) Dollar denominated time
deposits, certificates of deposit and bankers' acceptances of (x) any Lender
that is a domestic commercial bank of recognized standing having capital and
surplus in excess of $500,000,000 or (y) any bank (or the parent company of such
bank) whose short-term commercial paper rating from Standard & Poor's Ratings
Services, a division of McGraw-Hill, Inc. ("S&P") is at least A-1 or the
equivalent thereof or from Moody's Investors Service, Inc. ("MOODY'S") is at
least P-1 or the equivalent thereof (any such bank, an "APPROVED BANK"), in each
case with maturities of not more than six months from the date of acquisition,
(iii) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (ii) above, (iv)
commercial paper issued by any Approved Bank or by the parent company of any
Approved Bank and commercial paper issued by, or guaranteed by, any industrial
or financial company with a short-term commercial paper rating of at least A-1
or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody's, or guaranteed by any industrial company with a long term unsecured debt
rating of at least A or A2, or the equivalent of each thereof, from S&P or
Moody's, as the case may be, and in each case maturing within six months after
the date of acquisition, (v) marketable direct obligations issued by any state
of the United States of America or any political subdivision of any such state
or any public instrumentality thereof maturing within six months from the date
of acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either S&P or Moody's, and (vi) investments in
money market funds substantially all of whose assets are comprised of securities
of the type described in clauses (i) through (v) above.
"CASH PROCEEDS" shall mean, with respect to any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Borrower and/or any Subsidiary from such Asset
Sale.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 ET
SEQ.
"CHANGE OF CONTROL" shall mean at any time and for any reason (a)
prior to a Qualified IPO, the Permitted Holders cease to be the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) on a fully
diluted basis in the aggregate of at least 50.1% of the total economic and
voting interest in the Borrower's capital stock, (b) on and after a Qualified
IPO, (i) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act), other than one or more Permitted Holders, is or
becomes the "beneficial owner" (as defined in clause (a) above) on a fully
diluted basis of more than 25% of the total voting interest in the capital stock
of the Borrower or (ii) during any period of two consecutive years individuals
who at the beginning of such period constituted the Board of Directors of the
Borrower (together with any new directors whose election by such Board of
Directors or whose nomination for election by the stockholders of the Borrower