in the case of the Borrower so long as it is treated as a partnership for United
States federal, state or local income tax purposes, distributions to its members
at such times and in such amounts as required to permit payment of taxes by such
members in respect of their distributive shares of income attributable to such
insurance proceeds or award or other compensation.
"Major Systems" means (i) the portion of the Jackson, Tennessee System,
which serves the community of Jackson, Tennessee, (ii) the St. Tammany System,
which comprises one consolidated headend and serves the communities of Slidell,
Mandeville and St. Tammany, the towns of Pearl River, Abita Springs and
Madisonville and the City of Covington, Louisiana, and (iii) the Lafourche
System, which comprises two headends, one of which is a consolidated headend,
and serves the communities of Lafourche, Assumption, and St. James, Louisiana,
and "Major System" means any one of the foregoing.
"Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, or financial condition of the Borrower and its
Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its
obligations under the Loan Documents or (c) the ability of the Lenders or the
Agents to practically realize the rights and benefits, taken as a whole,
intended to be afforded to the Lenders or the Agents, as the case may be, under
the Loan Documents.
"Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $5,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of the Borrower or any
Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.
"Maturity Date" means (i) with respect to the Revolving Loans and the
Tranche A Term Loans, March 31, 2006 and (ii) with respect to the Tranche B Term
Loans, September 30, 2006.
"Moody's" means Moody's Investors Service, Inc., or any successor to
such corporation's business of rating loans and debt securities.
"Mortgage" means each mortgage, deed of trust or deed to secure debt
(in each case in form and substance reasonably satisfactory to the
Administrative Agent), between each Obligor party thereto, as mortgagor or
trustor, and the