FairPoint Communications 2002 Annual Report Download - page 283

thereof.
"90%-OWNED SUBSIDIARY" shall mean (i) any Subsidiary to the extent at
least 90% of the capital stock or other ownership interests in such Subsidiary
is owned directly or indirectly by the Borrower and (ii) STE, to the extent at
least 87.5% of the capital stock of STE is owned directly or indirectly by the
Borrower.
"NON-CORE ASSET SALE" shall mean an Asset Sale constituting a sale of
Non-Core Assets.
"NON-CORE ASSETS" shall mean (i) assets of the Borrower and its
Subsidiaries not used in their core business of providing local exchange carrier
services (e.g., assets used in the operation of the cable television business,
cellular telephone business and radio stations) and (ii) the stock and/or other
equity interests in any Subsidiary not primarily engaged in the core business of
providing local exchange carrier services, in the case of either clause (i) or
(ii) to the extent such assets are certified as non-core assets by an Authorized
Officer of the Borrower in an officer's certificate delivered to the
Administrative Agent.
"NON-DEFAULTING LENDER" shall mean a Lender that is not a Defaulting
Lender.
"NON-PLEDGED SUBSIDIARY" shall mean any Subsidiary that is not a
Pledged Subsidiary.
"NOTE" shall mean and include each A Term Note, each C Term Note and
each RF Note.
"NOTICE OF BORROWING" shall have the meaning provided in Section 1.03.
"NOTICE OF CONVERSION" shall have the meaning provided in Section
1.06.
"NOTICE OFFICE" shall mean the office of the Administrative Agent at
31 West 52nd Street, New York, New York 10019 or such other office as the
Administrative Agent may designate to the Borrower in writing from time to time.
"OBLIGATIONS" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
any Agent, any Letter of Credit Issuer, the Collateral Agent or any Lender
pursuant to the terms of this Agreement or any other Credit Document.
"ORIGINAL CREDIT AGREEMENT" shall have the meaning provided in the
recitals hereto.
"OTHER CONSOLIDATED CAPITAL EXPENDITURES" shall mean all Consolidated
Capital Expenditures other than Carrier Services Expenditures.
"ORIGINAL EFFECTIVE DATE" shall mean the Effective Date under, and as
defined in, the Original Credit Agreement.
"PARENT COMPANY" shall mean at any time each Subsidiary (including
each Intermediary Holding Company that is a Subsidiary at such time) that owns
the capital stock or other equity interests of any Subsidiary that is a TelCo.
"PARTICIPANT" shall have the meaning provided in Section 1 A.05(a).
"PAYMENT OFFICE" shall mean the office of the Administrative Agent at
31 West 52nd Street, New York, New York 10019 or such other office as the
Administrative Agent may designate to the Borrower and the Lenders in writing
from time to time.
"PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.