FairPoint Communications 2002 Annual Report Download - page 275

Obligation (but only to the extent of such guarantee or other Contingent
Obligation).
"CONSOLIDATED EBIT" shall mean, for any period, (A) the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) provisions for
taxes based on income, (iii) Consolidated Interest Expense, (iv) amortization or
write-off of deferred financing costs to the extent deducted in determining
Consolidated Net Income, (v) losses on sales of assets (excluding sales in the
ordinary course of business) and other extraordinary losses, (vi) non-core
income relating to Non-Core Assets to the extent not included in any
determination of Consolidated Net Income, (vii) dividends paid by CoBank to the
Borrower on common stock of CoBank held by the Borrower to the extent not
included in any determination of Consolidated Net Income and (viii) the non-cash
cash portion of any retirement or pension plan expense incurred by the Borrower
or any of its Subsidiaries LESS (B) gains on sales of assets (excluding sales in
the ordinary course of business) and other extraordinary gains and other
one-time non-cash gains, all as determined on a consolidated basis in accordance
with GAAP.
"CONSOLIDATED EBITDA" shall mean, for any period, the sum of the
amounts for such period of (i) Consolidated EBIT, (ii) depreciation expense and
(iii) amortization expense including any amortization or write-off related to
the write-up of any assets as a result of purchase accounting, PROVIDED that
Consolidated EBITDA for any such period during which a Permitted Acquisition was
consummated or a disposition of a business was effected shall be determined on a
PRO FORMA basis as if such Permitted Acquisition were consummated or disposition
effected, as the case may be, on the first day of such period and, in the event
the Borrower delivers to the Administrative Agent within 20 Business Days
following the consummation of a Permitted Acquisition a Cost Adjustment
Certificate, as if the savings based on the cost reduction synergies set forth
therein were achieved for each day during such pre-consummation period (such PRO
FORMA determination to be made on the basis that a one day PRO RATA share of the
cost reduction synergies set forth in such Cost Adjustment Certificate to be
achieved during the first full 12 months following such consummation will apply
to each day during such pre-consummation period).
"CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, total
interest expense (including the portion that is attributable to Capital Leases
in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries (including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and without duplication net costs and/or net benefits under
Interest Rate Agreements, but excluding, however, amortization of deferred
financing costs to the extent included in total interest expense).
"CONSOLIDATED NET INCOME" shall mean for any period, the net income
(or loss) of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP,
PROVIDED that there shall be excluded from the calculation thereof (without
duplication) (i) the income (or loss) of any Person (other than Subsidiaries of
the Borrower) in which any other Person (other than the Borrower or any of
its Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries by such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of the Borrower or is
merged into or consolidated with the Borrower or any of its Subsidiaries or that
Person's assets are acquired by the Borrower or any of its Subsidiaries, (iii)
the income of any Subsidiary of the Borrower to the extent that the declaration
or payment of dividends or similar distributions by that Subsidiary of that
income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary, (iv) all one time costs
and expenses paid during such period in respect of the Transaction and (v)
non-cash costs arising from implementation of SEAS 106 and SEAS 109.