0.0% Uses in DEFINITIONS Clause

DEFINITIONS from Second Amended and Restated Credit Agreement

This Second Amended and Restated Credit Agreement (this Agreement), dated as of July 7, 2017, is among ArcBest Corporation (formerly known as Arkansas Best Corporation) and each of its direct or indirect Subsidiaries that joins this Agreement from time to time as a Borrowing Subsidiary, the Lenders and U.S. Bank National Association, a national banking association, as a LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

DEFINITIONS. As used in this Agreement: Acquisition means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which any Borrower or any Subsidiary (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Active Subsidiary means each Subsidiary which, as of the most recent fiscal quarter of the Parent, for the period of four (4) consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to Section 6.1, contributed greater than 2% of the Parents Consolidated EBITDA for such period or greater than 2% of the Parents total assets as of the end of such period. Additional Commitment is defined in Section 2.24. Adjusted Leverage Ratio is defined in Section 6.23(b). Administrative Agent means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advance means a borrowing hereunder of Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. The term Advance shall include Swing Line Loans unless otherwise expressly provided. Affected Lender is defined in Section 2.20. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Persons Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof, as the same may be increased from time to time pursuant to Section 2.24 or reduced from time to time pursuant to Section 2.7. As of the date of this Agreement, the Aggregate Commitment is $200,000,000. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders. Agreement means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time. Alternate Base Rate means, for any day, a rate of interest per annum equal to the highest of (i) 0.0%, (ii) the Prime Rate for such day, (iii) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (iv) the Eurodollar Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.00%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate reported by the applicable financial information service at approximately 11:00 a.m. London time on such day. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers or their Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Fee Rate means, at any time, the percentage rate per annum at which commitment fees are accruing on the Available Aggregate Commitment at such time as set forth in the Pricing Schedule. Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. Applicable Pledge Percentage means, in the case of a pledge of equity interests of a First Tier Foreign Subsidiary, 65%. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Arranger means U.S. Bank, and its successors, in its capacity as Sole Lead Arranger and Sole Book Runner. Article means an article of this Agreement unless another document is sp

Definitions from Credit Agreement

This Credit Agreement (the Agreement), dated as of October 14, 2016, is among Extra Space Storage LP, a Delaware limited partnership, the Lenders and U.S. Bank National Association, a national banking association, as an LC Issuer, the Swing Line Lender and as Administrative Agent and joined in by Extra Space Storage Inc., a Maryland corporation, for the purposes set forth in Section 9.16. The parties hereto agree as follows:

Definitions. As used in this Agreement: Absolute Rate has the meaning given that term in Section 2.25(c)(ii)(C). Absolute Rate Auction means a solicitation of Bid Rate Quotes setting forth Absolute Rates pursuant to Section 2.25. Absolute Rate Loan means a Bid Rate Loan, the interest rate on which is determined on the basis of an Absolute Rate pursuant to an Absolute Rate Auction. Acquisition means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (a) acquires any going-concern business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Additional Specified Income means, as of any date of determination for any applicable Test Period, the sum of (a) cash distributions and cash royalties received by the REIT or any of its Subsidiaries (other than any Captive Insurance Subsidiary) with respect to Tenant Insurance Operating Income during such Test Period in respect of Properties that are not 100% owned in fee simple, or leased under an Eligible Ground Lease, by the REIT or any of its Subsidiaries, plus (b) Management Fee EBITDA for such Test Period. Adjusted EBITDA means, for any given period, (a) the EBITDA of the REIT and its Subsidiaries determined on a consolidated basis for such period minus (b) Reserve for Replacements. Administrative Agent means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. Administrative Questionnaire means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent. Advance means a borrowing hereunder of (a) Revolving Loans made by some or all of the Revolving Lenders, of the same Type and, in the case of Eurodollar Loans, for the same Interest Period, and (b) a Term Loan made, converted or continued on the same Borrowing Date or date of conversion or continuation, as applicable, and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. The term Advance shall include Swing Line Loans unless otherwise expressly provided. Affected Lender is defined in Section 2.20. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Persons Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders at such time. Aggregate Outstanding Revolving Credit Exposure means, at any time, the aggregate of the Revolving Exposure of all the Lenders at such time. Aggregate Revolving Commitments means the aggregate of the Revolving Commitments of all the Lenders, as reduced or increased from time to time pursuant to the terms hereof. As of the date of this Agreement, the Aggregate Revolving Commitments are $500,000,000. Agreement means this Credit Agreement, as it may be amended or modified and in effect from time to time. Alternate Base Rate means, for any day, a rate of interest per annum equal to the highest of (a) 0.0%, (b) the Prime Rate for such day, (c) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (d) the Eurodollar Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.0%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate reported by the applicable financial information service at approximately 11:00 a.m. London time on such day. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Fee Rate means the percentage rate per annum at which, from and after

Definitions from Credit and Security Agreement

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of May 29, 2015, among COOPER RIVER LLC, a Delaware limited liability company, as borrower (the "Borrower"), the LENDERS from time to time party hereto, CITIBANK, N.A. ("Citibank"), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the "Administrative Agent"), Citibank, N.A., acting through its Agency & Trust division ("Citibank Agency & Trust"), as collateral custodian for the Secured Parties (in such capacity, the "Custodian") and as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent"), and VIRTUS GROUP, LP ("Virtus"), as collateral administrator (in such capacity, the "Collateral Administrator").

Definitions. As used in this Agreement, the following terms shall have the meanings indicated: "Account Control Agreement" means the Amended and Restated Account Control Agreement, dated as of the Closing Date, among the Borrower, the Collateral Agent and Citibank Agency & Trust, as the Securities Intermediary, as the same may be amended, modified, waived, supplemented or restated from time to time. "Adjusted Eurodollar Rate" means, for any Interest Accrual Period, an interest rate per annum equal to the greater of (a) a fraction, expressed as a percentage, (i) the numerator of which is equal to the LIBOR Rate for such Interest Accrual Period and (ii) the denominator of which is equal to 100% minus the Eurodollar Reserve Percentage for such Interest Accrual Period and (b) 0.0%. "Administrative Agent" has the meaning assigned to such term in the introduction to this Agreement. "Administrative Agent Fee Letter" means that certain fee letter, dated as of the Closing Date, by and among Citibank and the Borrower setting forth the amounts payable by the Borrower to the Administrative Agent in connection with the transactions contemplated by this Agreement. "Administrative Expense Cap" means, for any Payment Date, an amount equal (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or, in the case of the first Payment Date, the Closing Date) to $200,000 per annum.

Definitions from Credit Agreement

CREDIT AGREEMENT, dated as of April 13, 2015 among Black Hills Corporation, a South Dakota corporation ("Borrower"), the financial institutions from time to time party hereto (each a "Bank," and collectively the "Banks"), and JPMORGAN CHASE BANK, N.A., in its capacity as agent for the Banks hereunder (including its branches and Affiliates, in such capacity, the "Administrative Agent").

Definitions. The following terms when used herein have the following meanings:"Adjusted LIBOR" is defined in Section 2.3(b) hereof."Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent."Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (including, with their correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event for purposes of this definition: (i) any Person which owns directly or indirectly twenty percent (20%) or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or twenty percent (20%) or more of the partnership or other ownership interests of any other Person will be deemed to control such corporation or other Person; and (ii) each director and executive officer of the Borrower or any Subsidiary of the Borrower shall be deemed an Affiliate of the Borrower and each of its Subsidiaries."Administrative Agent" is defined in the first paragraph of this Agreement and includes any successor Administrative Agent pursuant to Section 10.7 hereof."Agreement" means this Credit Agreement, including all Exhibits and Schedules hereto, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof."Applicable Margin" means, at any time (i) with respect to Base Rate Loans, a rate of interest equal to zero percent (0.0%) per annum, and (ii) with respect to Eurodollar Loans, a rate of interest equal to nine-tenths of one percent (0.9%) per annum."Approved Fund" means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.US.55648218.03"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering."Arrangers" means, collectively, JPMorgan Securities LLC, CoBank, ACB, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., U.S. Bank National Association and Wells Fargo Securities LLC."Assignment and Assumption" means an assignment and assumption entered into by a Bank and an Eligible Assignee (with the consent of any party whose consent is required by the terms hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent."Authorized Representative" means those persons whose specimen signatures are included in the incumbency certificate provided by the Borrower pursuant to Section 6.1(c) hereof, or any further or different officer of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent."Bank" and "Banks" are defined in the first paragraph of this Agreement."Base Rate" is defined in Section 2.3(a) hereof."Base Rate Loan" means a Loan bearing interest prior to maturity at a rate specified in Section 2.3(a) hereof."BHP" means Black Hills Power, Inc., a South Dakota corporation."Borrower" is defined in the first paragraph of this Agreement."Borrowing" means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Banks on a single date and for a single Interest Period. Borrowings of Loans are made by and maintained ratably for each of the Banks according to their Percentages. A Borrowing is "advanced" on the day Banks advance funds comprising such Borrowing to the Borrower, is "continued" on the date a new Interest Period for the same type of Loans commences for such Borrowing and is "converted" when such Borrowing is changed from one type of Loan to the other, all as requested by the Borrower pursuant to Section 2.5(a) hereof."Business Day" means any day other than a Saturday or Sunday on which Banks are not authorized or required to close in New York, New York, Chicago, Illinois or Rapid City, South Dakota and, if the applicable Business Day relates to the borrowing or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollars in the interbank market in London, England."Capital" means, as of any date of determination thereof, without duplication, the sum of (A) Consolidated Net Worth plus (B) all Recourse Indebtedness."Capital Lease" means at any date any lease of Property which, in accordance with GAAP, would be required to be capitalized on the balance sheet of the lessee."Capitalized Lease Obligations" means, for any Person, t

Definitions from Amended and Restated

AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of October 12, 2012, among FACEBOOK, INC., a Delaware corporation (the Borrower), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as the Administrative Agent.

Definitions. As used in this Agreement, the following terms shall have the following meanings: Adjusted Eurodollar Rate means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upwards, if necessary, to the next 1/100 of 1%) (a) (i) the rate per annum (rounded, if necessary, to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Reuters Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or if the Reuters Screen shall cease to be available, the rate per annum (rounded, if necessary, to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (iii) in the event the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum (rounded, if necessary, to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by JPMorgan Chase Bank, N.A. for deposits (for delivery on the first day of such Interest Period) in Dollars in same day funds of $5,000,000 with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (b) an amount equal to (i) one minus (ii) the Applicable Reserve Requirement. Administrative Agent means JPMCB, in its capacity as administrative agent for the Lenders hereunder and under the other Credit Documents, and its successors in such capacity as provided in Article 8. Adverse Proceeding means any action, suit, proceeding, hearing or investigation, in each case whether administrative, judicial or otherwise, by or before any Governmental Authority or any arbitrator, that is pending or, to the knowledge of any Authorized Officer of the Borrower or any Subsidiary, threatened against or affecting the Borrower or any Subsidiary or any property of the Borrower or any Subsidiary, as to which there is a reasonable possibility of an adverse determination. Affected Lender as defined in Section 2.14(b). Affected Loans as defined in Section 2.14(b). Affiliate means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with the Person specified. Aggregate Amounts Due as defined in Section 2.13. Agreement means this Amended and Restated Term Loan Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time. Applicable Margin means (a) in the case of each Eurodollar Rate Loan, 1.000% per annum, and (b) in the case of each Base Rate Loan, 0.0% per annum. Applicable Reserve Requirement means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against Eurocurrency liabilities (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by member banks with respect to (a) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined or (b) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefit of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement. Approved Electronic Communications means any notice, demand, communication, information, document or other material that any Credit Party provides to the Administrative Agent pursuant to any Credit Document or the tran

Definitions from Warrant Agreement

AGREEMENT dated as of April 9, 2010 between The Talbots, Inc., a Delaware corporation (the Company), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association, as warrant agent (collectively, the Warrant Agent).

Definitions. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Agreement means this agreement as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof. Board of Directors means either the board of directors of the Company or any duly authorized committee of that board. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Warrant Agent. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a legal holiday in the Commonwealth of Massachusetts or a day on which banking institutions and trust companies in such State or the State in which the Corporate Agency Office is located are authorized or obligated by law, regulation or executive order to close. Cashless Exercise has the meaning set forth in Section 3.2(c). Cashless Exercise Ratio has the meaning set forth in Section 3.2(c). Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act, whichever is the relevant statute for the particular purpose. Common Stock means any capital stock of any class or series of the Company (including, on the Original Issue Date, the Common Stock, par value $0.01 per share, of the Company) which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 5.1(j), shares issuable upon exercise of Warrants shall include only shares of the class of capital stock of the Company designated as Common Stock, par value $0.0l per share, of the Company on the Original Issue Date or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which are not subject to redemption by the Company; provided, however, that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. Company means the company identified in the preamble hereof and its successors and assigns. Company Offer means any tender offer (including any exchange offer) as amended from time to time made by the Company or any of its Subsidiaries for the purchase (including the acquisition pursuant to an exchange offer) of all or any portion of the outstanding shares of Common Stock. Company Order means a written request or order signed in the name of the Company by its Chairman or any Co-Chairman of the Board of Directors, its Chief Executive Officer, its President, any Vice President, its Treasurer, any Assistant Treasurer, its Secretary or any Assistant Secretary, and delivered to the Warrant Agent. Constituent Person has the meaning set forth in Section 5.1(j). Corporate Agency Office has the meaning set forth in Section 8. Corporation means a corporation, association, company (including limited liability company), joint-stock company, business trust or other similar entity. Countersigning Agent means any Person authorized by the Warrant Agent to act on behalf of the Warrant Agent to countersign Warrant Certificates. Current Market Price means on any date:

Definitions from Warrant Agreement

AGREEMENT dated as of April 7, 2010 between The Talbots, Inc., a Delaware corporation (the Company), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association, as warrant agent (collectively, the Warrant Agent).

Definitions. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Agreement means this agreement as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof. Board of Directors means either the board of directors of the Company or any duly authorized committee of that board. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Warrant Agent. Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a legal holiday in the Commonwealth of Massachusetts or a day on which banking institutions and trust companies in such State or the State in which the Corporate Agency Office is located are authorized or obligated by law, regulation or executive order to close. Cashless Exercise has the meaning set forth in Section 3.2(c). Cashless Exercise Ratio has the meaning set forth in Section 3.2(c). Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act, whichever is the relevant statute for the particular purpose. Common Stock means any capital stock of any class or series of the Company (including, on the Original Issue Date, the Common Stock, par value $0.01 per share, of the Company) which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 5.1(j), shares issuable upon exercise of Warrants shall include only shares of the class of capital stock of the Company designated as Common Stock, par value $0.0l per share, of the Company on the Original Issue Date or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which are not subject to redemption by the Company; provided, however, that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. Company means the company identified in the preamble hereof and its successors and assigns. Company Offer means any tender offer (including any exchange offer) as amended from time to time made by the Company or any of its Subsidiaries for the purchase (including the acquisition pursuant to an exchange offer) of all or any portion of the outstanding shares of Common Stock. Company Order means a written request or order signed in the name of the Company by its Chairman or any Co-Chairman of the Board of Directors, its Chief Executive Officer, its President, any Vice President, its Treasurer, any Assistant Treasurer, its Secretary or any Assistant Secretary, and delivered to the Warrant Agent. Constituent Person has the meaning set forth in Section 5.1(j). Corporate Agency Office has the meaning set forth in Section 8. Corporation means a corporation, association, company (including limited liability company), joint-stock company, business trust or other similar entity. Countersigning Agent means any Person authorized by the Warrant Agent to act on behalf of the Warrant Agent to countersign Warrant Certificates. Current Market Price means on any date:

Definitions from Credit Agreement

This CREDIT AGREEMENT (this Agreement), dated as of April 6, 2006, is entered into among WISCONSIN ENERGY CORPORATION, a Wisconsin corporation, the Lenders (as defined herein), JPMORGAN CHASE BANK, N.A. (JPMorgan), as Administrative Agent (in such capacity, the Agent), and JPMorgan, as Fronting Bank (as defined below).

Definitions. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular: Advance means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Advance. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise. Agent has the meaning ascribed to such term in the preamble hereto. Agreement has the meaning ascribed to such term in the preamble hereto. Applicable Margin means, with respect to Base Rate Advances, 0.0% per annum and, with respect to Eurodollar Advances, the amount per annum set forth below in the column identified by the Applicable Rating Level at the time of determination. The Applicable Margin

Definitions from Loan Agreement

This LOAN AGREEMENT is dated as of August 5, 2008, by and between COWEN HEALTHCARE ROYALTY PARTNERS, L.P., a Delaware limited partnership (the Lender), as Lender and DYAX CORP., a Delaware corporation, as Borrower. The Lender and Borrower are hereinafter referred to collectively as the Parties or individually as a Party.

Definitions. As used herein: Affiliate shall mean any Person that controls, is controlled by, or is under common control with another Person. For purposes of this definition, control shall mean (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors, and (ii) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities. Agent means, (i) if only one Lender is party to this Agreement, such Lender or (ii) otherwise, Cowen Healthcare Royalty Partners, L.P. or another Lender reasonably acceptable to Borrower. Agreement means this Loan Agreement. Applicable Included Receipts means (i) prior to June 30, 2013, the sum of (a) 75.0% of the first $10.0 million in annual Included Receipts, (b) 0.0% (percent) values">50.0% of annual Included Receipts greater than $10.0 million and up to and including $15.0 million, and (c) 0.0% of annual Included Receipts greater than $15.0 million and (ii) after June 30, 2013, 75.0% of all Included Receipts until the earlier of the Maturity Date or the complete amortization of the Loan under Section 3.01(b). Applicable Included Receipts shall exclude FTE Payments so long as the principal amount of the Loan prepaid pursuant to Section 3.01(a) exceeds any principal amount added to the Loans pursuant to Section 4.01(a)(ii) (as calculated on an annual basis for each calendar year) which shall be determined at the end of any applicable calendar year and shall be applied to amortization in accordance with Section 3.01(a); provided that Borrower may, at its option, include such costs in Applicable Included Receipts on a quarterly basis to pay scheduled amortization in accordance with Section 3.01(a). Assignment and Acceptance has the meaning specified in Section 13.01(c). Borrower means Dyax Corp. Borrower Documents means the certificate of incorporation of Borrower certified by the Delaware Secretary of State and the by-laws of Borrower (and any similar documentation of any Subsidiary of Borrower which becomes party to the Loan Documents). Business Day means any day, except a Saturday, Sunday or other day on which commercial banks in New York are required or authorized by law to close. Business Report shall mean a report in a form agreed upon between the parties and based on Exhibit A, providing information on current activities relating to the licensing of the LFRP Intellectual Property as part of the LFRP. Capital Stock of any Person means any and all shares, interests, ownership interest units, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity. [*****] [*****] [*****] Change of Control means:

Definitions from Credit Agreement

This CREDIT AGREEMENT (this Agreement), dated as of March 30, 2006, is entered into among WISCONSIN ELECTRIC POWER COMPANY, a Wisconsin corporation, the Lenders (as defined herein), U.S. BANK NATIONAL ASSOCIATION (U.S. Bank), as Administrative Agent (in such capacity, the Agent), and U.S. Bank, as Fronting Bank (as defined below).

Definitions. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular: Advance means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Advance. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise. Agent has the meaning ascribed to such term in the preamble hereto. Agreement has the meaning ascribed to such term in the preamble hereto. Applicable Margin means, with respect to Base Rate Advances, 0.0% per annum and, with respect to Eurodollar Advances, the amount per annum set forth below in the column