FairPoint Communications 2004 Annual Report Download - page 291

“Delayed-Draw B Term Facility” shall mean the Facility evidenced by the Total Delayed-Draw B Term Commitment and/or Delayed-Draw
B Term Loans.
“Delayed-Draw B Term Lender” shall mean at any time each Lender with a Delayed-Draw B Term Commitment and/or with outstanding
Delayed-Draw B Term Loans.
“Delayed-Draw B Term Loan” shall have the meaning provided in Section 1.01(b).
“Disqualified Preferred Stock” shall mean any Preferred Stock of the Borrower (other than Qualified Preferred Stock), all terms and
conditions of which (including covenants, defaults, remedies, redemption provisions, maturity, voting provisions, dividend rate and cash-pay limitations),
and the documentation therefor, are on market terms for a placement of preferred equity securities and are otherwise reasonably satisfactory to the Agents;
provided, that in any event, unless the Required Lenders otherwise expressly consent in writing prior to the issuance thereof, the terms of any such Preferred
Stock shall not contain any mandatory redemption, repayment, sinking fund or similar provision prior to the date occurring one year following the Term Loan
Maturity Date (except upon the occurrence of a “change of control” or similar event (including Asset Sales), in each case so long as the provisions relating to a
“change of control” or similar event included in the documentation and agreements governing the Disqualified Preferred Stock provide that either (I) the consent
of the Required Lenders shall have been obtained or (II) the Obligations shall have been paid in full in cash, in either case prior to the satisfaction of such
provisions).
“Dividend” shall mean, as to any Person, the declaration or payment of any dividends (other than dividends payable solely in capital stock
or other equity interests of such Person) or return of any capital to, its stockholders, members and/or other owners or the authorization or the making of any
other distribution, payment or delivery of property or cash to its stockholders, members and/or other owners as such, or the redemption, retirement, purchase
or other acquisition, directly or indirectly, for a consideration, of any shares of any class of its capital stock or other ownership interests now or hereafter
outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or the setting aside of any funds for any of the
foregoing purposes, or the purchase or other acquisition by any Subsidiary of such Person for consideration of any shares of any class of the capital stock or
other ownership interests of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock
appreciation rights issued by such Person with respect to its capital stock or other ownership interests).
“Dividend Suspension Period” means any period (i) commencing on the date of delivery of a Quarterly Compliance Certificate showing that
the Leverage Ratio determined as of the last day of the then most recently ended Test Period is greater than 5.00 to 1.00 (or, on the date upon which the
Borrower shall have failed to deliver a Quarterly Compliance Certificate within the time period required by Section 6.01(e)) and (ii) ending on the date of
delivery of a Quarterly Compliance Certificate showing that the Leverage Ratio determined as of the last day of the then most recently Test Period is equal to or
less than 5.00 to 1.00.
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