FairPoint Communications 2002 Annual Report Download - page 286

"PLEDGED SUBSIDIARY" shall mean each Subsidiary the capital stock or
other equity interests of which is or are pledged pursuant to the Pledge
Agreement.
"PRE-CLOSING START DATE" shall mean the date occurring 120 days prior
to the Restatement Effective Date.
"PRIME LENDING RATE" shall mean the rate which DBTCA announces from
time to time as its prime lending rate, the Prime Lending Rate to change when
and as such prime lending rate changes. The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer. DBTCA may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.
"PRO FORMA EBITDA TEST" shall be satisfied, after giving effect to any
merger, consolidation, conveyance, sale or transfer referred to in Section
7.02(a) or the creation or acquisition of a new TelCo pursuant to a Permitted
Acquisition the capital stock or other equity interests of which is or are not
to be pledged under the Pledge Agreement, if the percentage of Consolidated
EBITDA for the 12 months last ended at such time (determined in the case of the
acquisition or creation of a new TelCo pursuant to a Permitted Acquisition as if
such Permitted Acquisition was consummated on the first day of such 12 month
period) attributable to all Non-Pledged Subsidiaries does not exceed 10%.
"PROJECTIONS" shall have the meaning provided in Section 4.01(n).
"PUC" shall mean a public utility commission, public service
commission or any similar agency or commission.
"QUALIFIED IPO" shall mean a registered initial public offering of the
common stock of the Borrower generating proceeds of at least $75,000,000.
"RCRA" shall mean the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 ET SEQ.
"REFINANCING" shall mean the refinancing transactions contemplated by
Section 4.01(l).
"REGULATION D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.
"REGULATION U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.
"REINVESTMENT ELECTION" shall have the meaning provided in Section
3.02(A)(c).
"REINVESTMENT NOTICE" shall mean a written notice signed by an
Authorized Officer of the Borrower stating that the Borrower, in good faith,
intends and expects that the Borrower and its Subsidiaries will use all or a
specified portion of the Net Cash Proceeds of an Asset Sale to finance a
Permitted Acquisition within 180 days (or, in the case of a Special Asset Sale,
270 days) following the consummation of such Asset Sale.
"REINVESTMENT PREPAYMENT AMOUNT" shall mean, with respect to any
Reinvestment Election, the amount, if any, on the Reinvestment Prepayment Date
relating thereto by which (a) the Anticipated Reinvestment Amount in respect of
such Reinvestment Election exceeds (b) the aggregate amount thereof expended by
the Borrower and its Subsidiaries to finance Permitted Acquisitions.
"REINVESTMENT PREPAYMENT DATE" shall mean, with respect to any
Reinvestment Election, the earliest of (i) the date, if any, upon which the
Administrative Agent, on behalf of the Required Lenders, shall have delivered a
written termination notice to the Borrower, PROVIDED that such notice may only