FairPoint Communications 2004 Annual Report Download - page 53

on asset sales other than in the ordinary course of business, during such reference period, in any such case to the extent deducted in
determining Adjusted EBITDA for such reference period, and (ii) cash received by us during such reference period on account of non-cash
gains or non-cash income excluded from Adjusted EBITDA during or prior to such reference period.
"" means, for any period, Consolidated Net Income for such period adjusted by (A) adding thereto (in each case (other
than for purposes of clauses (v) and (vi) below), to the extent deducted in determining Consolidated Net Income for such period), without
duplication, the sum of the amounts for such period of (i) provisions for taxes based on income, (ii) consolidated interest expense,
(iii) amortization and depreciation expense (including any amortization or write-off related to the write-up of any assets as a result of purchase
accounting and the write-off of deferred financing costs), (iv) losses on sales of assets (excluding sales in the ordinary course of business) and
other extraordinary losses, (v) non-core income relating to non-core assets, to the extent not included in any determination of Consolidated
Net Income for such period, (vi) dividends paid by CoBank to us on common stock of CoBank held by us, to the extent not included in any
determination of Consolidated Net Income, (vii) the non-cash portion of any retirement or pension plan expense incurred by us, (viii) all one-
time costs and expenses paid during such period in respect of the transactions and our abandoned offering of income deposit securities and
(ix) any other non-cash charges (including non-cash costs arising from implementation of SFAS 106 and SFAS 109) accrued by us during
such period (except to the extent any such charge will require a cash payment in a future period) and (B) subtracting therefrom (to the extent
included in arriving at Consolidated Net Income for such period), without duplication, the sum of the amounts for such period of (i) gains on
sales of assets (excluding sales in the ordinary course of business) and other extraordinary gains and (ii) all non-cash gains and non-cash
income, all as determined for us on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, for purposes of
determining the leverage ratio, Adjusted Consolidated EBITDA shall be determined on a pro forma basis.
"" means, for any period, our net income (or loss) on a consolidated basis for such period (taken as a single
accounting period) determined in conformity with GAAP (after any deduction for minority interests), provided that there shall be excluded
from the calculation thereof (without duplication) (i) the income (or loss) of any person (other than our subsidiaries) in which any other person
(other than us) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to us by such person
during such period, (ii) except for determinations expressly required to be made on a pro forma basis, the income (or loss) of any person
accrued prior to the date it becomes a subsidiary of us or is merged into or consolidated with us or that person's assets are acquired by us and
(iii) the income of any of our subsidiaries to the extent that the declaration or payment of dividends or similar distributions by that subsidiary
of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that subsidiary.
"" means, as at any date of determination, an amount equal to the remainder of (i) Available Cash for
the reference period most recently ended prior to such date less (ii) the sum of the aggregate amount of dividends paid by us during such
reference period (other than dividends paid by us during the period from the closing of the offering through March 31, 2005) and the amount
used to make certain investments.
 If we fail to meet the leverage ratio test of equal to or less than 5.00 to 1.00 (or fail to timely deliver
financial statements with respect to such test), we will be required to suspend the payment of dividends on our common stock after the
payment covering the period from the closing date of the offering through March 31, 2005. In addition, the payment of dividends will be
suspended at any time a default or event of default exists under our credit facility or when we do not have at least $10.0 million of cash on
hand (including unutilized commitments under the new revolver).
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