FairPoint Communications 2004 Annual Report Download - page 285

B Term Loans pursuant to a DDTL Conversion shall be considered part of the related Borrowing of the then outstanding Initial B Term Loans to which such
newly-deemed Initial B Term Loans are added as contemplated by Section 1.06(b) and (z) any Incremental B Term Loans incurred pursuant to Section 1.01(f)
shall be considered part of the related Borrowing of the then outstanding Initial B Term Loans to which such Incremental B Term Loans are added pursuant to
Section 1.14; it being understood and agreed, however, that for purposes of Section 1.08, (i) the incurrence of Incremental B Term Loans on a given
Incremental B Term Loan Borrowing Date shall be deemed to be a “Borrowing” of such Loans and (ii) the incurrence of Delayed-Draw Term Loans on a given
date shall be deemed to be a “Borrowing” of such Loans.
“Business” shall have the meaning provided in Section 7.01.
“Business Day” shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any
day which shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to
close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is
a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market.
“Calculation Period” shall mean, with respect to any Permitted Acquisition, any Significant Asset Sale or any other event expressly required
to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Permitted
Acquisition, Significant Asset Sale or other event.
“Capital Lease” as applied to any Person shall mean any lease of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.
“Capitalized Lease Obligations” shall mean all obligations under Capital Leases of the Borrower or any of its Subsidiaries in each case
taken at the amount thereof accounted for as liabilities in accordance with GAAP.
“Carrier Services” shall mean the resale of long distance services.
“Carrier Services Company” shall mean any Subsidiary of the Borrower that is an operating company engaged in the Carrier Services
business.
“Cash Equivalents” shall mean (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government
or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of
acquisition; (b) Dollar denominated certificates of deposit, time deposits, bankers acceptances, eurodollar time deposits or overnight bank deposits having
maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States
of America or any state thereof having combined capital and surplus of not less than $350,000,000; (c) commercial paper of an issuer rated at least A-2 by
Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc. (“ S&P”) or P-2 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an
equivalent rating by a nationally
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