FairPoint Communications 2002 Annual Report Download - page 278

from the first day to the last day of such period, minus (b) the sum, without
duplication, of (i) Consolidated Capital Expenditures during such period (other
than Consolidated Capital Expenditures to the extent financed with equity
proceeds, equity interests, Asset Sale proceeds, insurance proceeds or
Indebtedness (other than with RE Loans)), (ii) the aggregate amount of permanent
principal payments of Indebtedness for borrowed money of the Borrower and its
Subsidiaries and the permanent repayment of the principal component of
Capitalized Lease Obligations of the Borrower and its Subsidiaries during such
period (other than repayments to the extent made with Asset Sale proceeds,
equity proceeds, insurance proceeds or Indebtedness), PROVIDED that repayments
of Loans shall only be deducted in determining Excess Cash Flow if such
repayments were (x) required as a result of a Scheduled Repayment or (y) made as
a voluntary prepayment with internally generated funds (but in the case of a
voluntary prepayment of RF Loans, only to the extent accompanied by a voluntary
reduction to the Total Revolving Commitment in an amount equal to such
prepayment)), (iii) cash expended by the Borrower to repurchase the shares of
the Borrower held by Mr. Bauchman during such period, to the extent not deducted
in determining Adjusted
Consolidated Net Income (or Consolidated Net Income) for such period, (iv) cash
payments made by the Borrower during such period to satisfy obligations under
leasing arrangements with FairPoint Carrier Services (not to exceed $3.0 million
in any period), to the extent not deducted in determining Adjusted Consolidated
Net Income (or Consolidated Net Income) for such period, (v) cash payments made
by the Borrower during such period to FairPoint Carrier Services to offset any
net operating loss benefits received by the Borrower pursuant to its existing
tax sharing agreement, to the extent not deducted in determining Adjusted
Consolidated Net Income (or Consolidated Net Income) for such period, (vi) gains
from sales of assets (other than sales of inventory in the ordinary course of
business) included in determining Adjusted Consolidated Net Income (or
Consolidated Net Income) for such period and (vii) the increase, if any, in
Adjusted Consolidated Working Capital from the first day to the last day of such
period.
"EXCESS CASH FLOW PAYMENT PERIOD" shall mean, with respect to any
Excess Cash Payment Date, the immediately preceding fiscal year of the Borrower.
"EXCESS CASH PAYMENT DATE" shall mean the date occurring 90 days after
the last day of a fiscal year of the Borrower (commencing with the fiscal year
of the Borrower ended on December 31, 2003).
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
"EXCLUDED FAIRPOINT CARRIER SERVICES REFINANCING PROCEEDS" shall have
the meaning provided in Section 7.06(n).
"EXCLUDED PERMITTED SUBORDINATED DEBT PROCEEDS" shall mean the
Excluded FairPoint Carrier Services Refinancing Proceeds and the Excluded
Preferred Stock Refinancing Proceeds.
"EXCLUDED PREFERRED STOCK REFINANCING PROCEEDS" shall have the meaning
provided in Section 7.09(a)(ii).
"EXISTING C TERM LOAN-FLOATING RATE LENDER" shall mean each Lender
under, and as defined in, the Original Credit Agreement with outstanding
Existing C Term Loans-Floating Rate on the Restatement Effective Date
(immediately prior to giving effect thereto).
"EXISTING C TERM LOANS-FIXED RATE" shall mean the "C Term Loans-Fixed
Rate" under, and as defined in, the Original Credit Agreement.
"EXISTING C TERM LOANS-FLOATING RATE" shall mean the "C Term
Loans-Floating Rate" under, and as defined in, the Original Credit Agreement.
"EXISTING LENDER" shall mean each Person which was a Lender under, and