FairPoint Communications 2002 Annual Report Download - page 276

"CONSOLIDATED TANGIBLE ASSETS" shall mean, at any time, the total
consolidated assets of the Borrower and its Subsidiaries as same would be shown
on a consolidated balance sheet of the Borrower prepared in accordance with
GAAP, provided that all intangible assets (including goodwill) shall be excluded
in making such determination.
"CONTINGENT OBLIGATIONS" shall mean as to any Person any obligation of
such Person guaranteeing or intending to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (d) otherwise to assure or hold harmless the owner of
such primary obligation against loss in respect thereof, PROVIDED, HOWEVER, that
the term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated
maximum of the Contingent Obligation or, if none, the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if there is no stated or determinable amount of the primary
obligation, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.
"COST ADJUSTMENT CERTIFICATE" shall mean, with respect to a Permitted
Acquisition, a certificate executed by an Authorized Officer of the Borrower
setting forth the factually supportable and identifiable cost reduction
synergies estimated in good faith to result from such Permitted Acquisition,
during the 12 months following the date of the consummation of such Permitted
Acquisition, which certificate shall be in form and substance reasonably
satisfactory to the Agents.
"CREDIT DOCUMENTS" shall mean this Agreement, the Notes, the Pledge
Agreement, each Incremental Revolving Commitment Agreement and the Subsidiary
Guaranty.
"CREDIT EVENT" shall mean the making of a Loan or the issuance of a
Letter of Credit.
"CREDIT PARTY" shall mean the Borrower and each Subsidiary of the
Borrower party to a Credit Document.
"DBTCA" shall mean Deutsche Bank Trust Company Americas.
"DEFAULT" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.
"DEFAULTING LENDER" shall mean any Lender with respect to which a
Lender Default is in effect.
"DIVIDENDS" shall have the meaning provided in Section 7.09.
"DOCUMENTATION AGENT" shall have the meaning provided in the first
paragraph of this Agreement.
"DOLLARS" and the sign "$" shall each mean freely transferable lawful
money of the United States.
"ELIGIBLE TRANSFEREE" shall mean and include a commercial bank, a