FairPoint Communications 2002 Annual Report Download - page 288

Securities Act of 1933, as amended, as the same may be in effect from time to
time.
"SECTION 1A.01(c) ARRANGEMENTS" shall have the meaning provided in
Section 1A.01(c).
"SECTION 3.04 CERTIFICATE" shall have the meaning provided in Section
3.04(b)(ii).
"SECURED CREDITOR" shall mean and include any "Secured Creditor" as
defined in the Pledge Agreement.
"SENIOR CONSOLIDATED DEBT" shall mean, at any time, (i) Consolidated
Debt at such time LESS (ii) any such Consolidated Debt that constitutes
Permitted Subordinated Debt, Indebtedness permitted by Section 7.04(f)(ii)
and/or Permitted Refinancing Indebtedness incurred to refinance the foregoing
types of Indebtedness.
"SENIOR SECURED CONSOLIDATED DEBT" shall mean, at any time, (i) Senior
Consolidated Debt at such time LESS (ii) any such Senior Consolidated Debt that
constitutes
Indebtedness under the New Senior Note Documents and/or Permitted Refinancing
Indebtedness incurred to refinance the foregoing type of Indebtedness.
"SENIOR SECURED LEVERAGE RATIO" shall mean, at any date of
determination, the ratio of (x) the remainder of (i) Senior Secured Consolidated
Debt on such date LESS (ii) the amount, if positive, of (A) the aggregate amount
of all cash and Cash Equivalents held by the Borrower and its Subsidiaries at
such time LESS (B) all overdue accounts payable of the Borrower and its
Subsidiaries at such time not paid in accordance with past practice as
determined as of the Origitial Effective Date to (y) Consolidated EBITDA for the
Test Period then or last ended.
"SERIES A PREFERRED STOCK" shall mean Series A preferred stock of the
Borrower, par value $.01 per share, authorized by Article IV.B.1. of the
Borrower's certificate of incorporation consisting of 1,000,000 authorized
shares.
"SPECIAL ASSET SALE" shall mean an Asset Sale or Asset Sales effected
by the Borrower or any of its Subsidiaries pursuant to a single or series of
related transactions generating Net Cash Proceeds not exceeding $25,000,000 in
aggregate.
"STATED AMOUNT" shall mean, with respect to any Letter of Credit at
any time, the maximum available to be drawn thereunder at such time (regardless
of whether any conditions for drawing could then be met).
"STE" shall mean ST Enterprises, Ltd., a Kansas corporation.
"SUBSIDIARY" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time, provided that,
unless FairPoint Carrier Services ceases to be an Unrestricted Subsidiary under,
and as defined in, any indenture governing any Permitted Subordinated Debt or
the New Senior Notes Indenture, FairPoint Carrier Services shall not constitute
a Subsidiary for purposes of this Agreement. Unless otherwise expressly
provided, all references herein to "Subsidiary" shall mean a Subsidiary of the
Borrower.