FairPoint Communications 2002 Annual Report Download - page 284

"PERCENTAGE" shall mean at any time for each RE Lender, the percentage
obtained by dividing such Lender's Revolving Commitment by the Total Revolving
Commitment, PROVIDED that if the Total Revolving Commitment has been terminated,
the Percentage of each RF Lender shall be determined by dividing such RF
Lender's Revolving Commitment
immediately prior to such termination by the Total Revolving Commitment
immediately prior to such termination.
"PERMITTED ACQUIRED DEBT" shall mean Indebtedness of a Subsidiary
acquired after the Original Effective Date pursuant to a Permitted Acquisition,
to the extent such Indebtedness was outstanding prior to the consummation of the
Permitted Acquisition and remains outstanding as Indebtedness of the respective
Subsidiary after giving effect thereto, PROVIDED that (i) such Indebtedness was
not incurred in connection with or in anticipation of such Permitted Acquisition
or the respective Person becoming Subsidiary of the Borrower, (ii) such
Indebtedness does not constitute Indebtedness of the Borrower or any of its
Subsidiaries other than the respective Subsidiary acquired pursuant to the
respective Permitted Acquisition and shall not be secured by any assets of any
Person other than assets of the Subsidiary so acquired serving as security
therefor at the time of the respective Permitted Acquisition, (iii) no Person
(other than the respective Subsidiary or a direct parent or a Subsidiary of the
respective Subsidiary to the extent such parent or Subsidiary is acquired in
connection with such Permitted Acquisition) shall have any liability (contingent
or otherwise) with respect to any Permitted Acquired Debt and (iv) the aggregate
principal amount of all such Indebtedness shall not exceed at any time
outstanding more than 10% of the Senior Consolidated Debt at such time.
"PERMITTED ACQUISITION" shall mean any acquisition by the Borrower or
any Subsidiary Guarantor of a company, business, division or product line
located in the United States if (i) immediately prior to, and after giving
effect to, such acquisition all the covenants contained in this Agreement
(including Sections 7.11, 7.12 and 7.13) shall be complied with on a PRO FORMA
basis (as if the acquisition had been consummated on the first day of the six
month period then last ended) and (ii) the acquired company, business, division
or product line is in the Business and, after giving effect to such acquisition,
constitutes a Subsidiary or (in the case of a business, division or product
line) is owned by a Subsidiary.
"PERMITTED CARRIER SERVICES EXPENDITURES" shall mean Carrier Services
Expenditures to the extent that such Carrier Services Expenditures shall not
exceed $5,000,000 per fiscal year ($7,500,000 per fiscal year during any period
in which the Senior Secured Leverage Ratio is 1.75 to 1.0 or less), PROVIDED
that if the aforesaid maximum amount which is permitted for Carrier Services
Expenditures for any fiscal year is not expended then the maximum amount of
Permitted Carrier Services Expenditures which may be expended during any year of
the immediately succeeding two fiscal years shall be increased in the aggregate
by such unused amount.
"PERMITTED HOLDERS" shall mean each Kelso Affiliate, each THL
Affiliate and each Management Affiliate.
"PERMITTED LETTERS OF CREDIT" shall mean (i) each standby letter of
credit issued by a financial institution acceptable to the Administrative Agent
for the account of the Borrower or any of its Subsidiaries in support of
obligations arising in the ordinary course of business of the Borrower or such
Subsidiary and (ii) each trade letter of credit issued by a financial
institution acceptable to the Administrative Agent for the account of the
Borrower or any of its Subsidiaries and for the benefit of sellers of goods to
the Borrower or such Subsidiary in support of commercial transactions of the
Borrower or such Subsidiary in the ordinary course of business.
"PERMITTED LIENS" shall mean Liens described in clauses (a) through