$1 Uses in Certain Definitions Clause

Certain Definitions from Stock Purchase Agreement by and Among

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of July 17, 2017 is made by and among PIK Holdings, Inc., a Delaware corporation (the Company), Church & Dwight Co., Inc., a Delaware corporation (Parent), the stockholders listed on the signature pages hereto (each individually, a Company Stockholder and collectively, the Company Stockholders) and MidOcean Partners III, L.P., a limited partnership organized under the Exempted Limited Partnership Law (2003 Revision) of the Cayman Islands, a Company Stockholder and in its capacity as the representative of the Company Stockholders (the Representative). Each of Parent, the Company, the Company Stockholders and the Representative are referred to herein as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.

Certain Definitions. As used in this Agreement, the following terms have the respective meanings set forth below. Accounting Principles means the methods, practices, principles, policies and procedures, classifications, judgments and valuation and estimation methodologies (including with respect to the calculation of reserves and accruals) that are expressly set forth in Exhibit A. Exhibit A also includes for illustration purposes the Example Statement of Net Working Capital applying the Accounting Principles. Action means any claim, counterclaim, hearing, charge, inquiry, mediation, complaint, indictment, action, audit, suit, arbitration, or any proceeding or investigation. Actual Adjustment means an amount, which may be a negative number, equal to (x) the Purchase Price as finally determined pursuant to Section 2.3(b), minus (y) the Estimated Purchase Price. Affiliate means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled and controlling have meanings correlative thereto. Aggregate Company Common Shares Deemed Outstanding means the sum of (a) the aggregate number of Company Common Shares outstanding as of immediately prior to the Closing, plus (b) the aggregate number of Company Common Shares issuable upon the exercise in full of all Vested Company Options outstanding as of immediately prior to the Closing. Aggregate Option Exercise Price means the aggregate amount that would be paid to the Company in respect of all Vested Company Options had such Vested Company Options been exercised in full (and assuming concurrent payment in full of the exercise price of each such Company Option solely in cash), immediately prior to the Closing in accordance with the terms of the applicable option agreement with the Company pursuant to which such Vested Company Options were issued. Aggregate Parent Replacement Option Spread Value means the difference between (x) the aggregate fair market value of the Parent Common Stock (determined using the Closing Parent Price per share) subject to the aggregate Parent Replacement Options issued in respect of Rollover Options pursuant to Section 2.1(c), and (y) the aggregate exercise price of such Parent Replacement Options. Business Day means a day, other than a Saturday or Sunday, on which commercial banks in New York City and Denver, CO are open for the general transaction of business. Cash and Cash Equivalents means, as of the close of business on the Business Day immediately preceding the Closing Date, the sum of the fair market value (expressed in United States dollars) of all cash and cash equivalents (including marketable securities, checks, bank deposits and short term investments) of the Group Companies on a combined basis, including the amounts of any received but uncleared checks, drafts and wires issued prior to such time, less the amounts of any outstanding checks or transfers at such time, in each case calculated in accordance with the Accounting Principles. Notwithstanding anything to the contrary contained herein, in no event shall Cash and Cash Equivalents be included in the amount of current assets with respect to Net Working Capital. Closing Date Funded Indebtedness means the Funded Indebtedness as of the close of business on the Business Day immediately preceding the Closing Date. Closing Parent Price means the closing trading price of Parent Common Shares on the NYSE, as reported in The Wall Street Journal (or such other source as the parties shall agree in writing), on the last trading day immediately preceding the Closing Date. COBRA means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state applicable Law. Company Common Shares means, collectively, the shares of Common Stock of the Company, par value $0.01 per share. Company Equity Securities means, collectively, Company Common Shares and Company Options. Company Option means any option to purchase one or more Company Common Shares issued pursuant to the Option Plan. Company Stockholder Expenses means, without duplication, the aggregate amount of all fees, costs and expenses due and payable, incurred, paid or accrued by the Group Companies or by or on behalf of the Company Stockholders or the Representative, in connection with the Transactions, or the solicitation of other potential buyers of any Group Company or any of its Affiliates or consideration of other strategic alternatives, including any public or private offering of shares, including (i) the fees and expenses of Kirkland & Ellis LLP and fees and expenses of accountants, consultants or other professional advisors or service providers, (ii) all fees,

Certain Definitions from Amendment to Third Amended and Restated Credit

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 19, 2013 and is made by and among TRIUMPH GROUP, INC., a Delaware corporation ("TGI"), the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the "Administrative Agent").

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.Administrative Agent's Fee shall have the meaning assigned to that term in Section 10.15.Administrative Agent's Letter shall have the meaning assigned to that term in Section 10.15.Aerostructures Bankruptcy Effective Date shall mean the date on which the Aerostructures Entities (or any of them) commence Voluntary Insolvency Proceedings.Aerostructures Bankruptcy Period shall mean the period commencing on the Aerostructures Bankruptcy Effective Date and ending on the date that such Voluntary Insolvency Proceedings have been dismissed or otherwise resolved, in each case, to the satisfaction of the Administrative Agent.Aerostructures Entities shall mean each of Triumph Aerostructures Holdings, LLC, Triumph Aerostructures, LLC, Triumph Aerostructures Real Estate Investment Co., LLC, Triumph Aerostructures - Tulsa, LLC, VAC Industries, Inc. and Triumph Structures - Everett, Inc.Aerostructures Filing Entities shall mean any Aerostructures Entities that are the subject of any Voluntary Insolvency Proceeding and all Subsidiaries of such Aerostructures Entities, whether or not subject to such Voluntary Insolvency Proceeding.Aerostructures Filing Event of Default shall mean an Event of Default under Sections 9.1.3, 9.1.8, 9.1.10, 9.1.11, 9.1.12 and/or 9.1.15 with respect to any Aerostructures Filing Entity in connection with a Voluntary Insolvency Proceeding by the Aerostructures Entities (or any of them) in accordance with, and subject to, Section 9.1.15.Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. "Control", as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.Adjusted Funding Target Attainment Percentage shall mean the adjusted funding target attainment percentage as defined in Sections 206(g)(9) of ERISA and 436(j)(2) of the Internal Revenue Code.Agreement shall mean this Third Amended and Restated Credit Agreement, as the same may be supplemented, amended or restated from time to time, including all schedules and exhibits.Ancillary Security Documents shall mean title insurance, existing or otherwise available surveys, lien searches, flood insurance certifications, phase I environmental assessments or phase II environmental assessments, as applicable, opinions of counsel and such other documents and certifications as may be reasonably requested by the Administrative Agent, all as of a recent date and reasonably satisfactory to the Administrative Agent.Anti-Corruption Laws shall mean all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.Anti-Terrorism Laws shall mean any Laws relating to terrorism, trade sanctions, programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.Applicable Pro Forma Reporting Period shall mean with respect to any Permitted Acquisition, the most recent 4-quarter period ending prior to the date of such Permitted Acquisition for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2.Approved Fund shall mean any Fund that is administered or managed by (i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that administers or manages a Bank.ASC 715-30 shall mean the U.S. GAAP Codification of Accounting Standards, Topic 715-30 [Defined Benefit Plans - Pensions].Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Bank, the Transferor Bank and the Administrative Agent, as Administrative Agent and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from TGI, as agent for each Bo

Certain Definitions from Amendment to Third Amended and Restated Credit

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 19, 2013 and is made by and among TRIUMPH GROUP, INC., a Delaware corporation ("TGI"), the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the "Administrative Agent").

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.Administrative Agent's Fee shall have the meaning assigned to that term in Section 10.15.Administrative Agent's Letter shall have the meaning assigned to that term in Section 10.15.Aerostructures Bankruptcy Effective Date shall mean the date on which the Aerostructures Entities (or any of them) commence Voluntary Insolvency Proceedings.Aerostructures Bankruptcy Period shall mean the period commencing on the Aerostructures Bankruptcy Effective Date and ending on the date that such Voluntary Insolvency Proceedings have been dismissed or otherwise resolved, in each case, to the satisfaction of the Administrative Agent.Aerostructures Entities shall mean each of Triumph Aerostructures Holdings, LLC, Triumph Aerostructures, LLC, Triumph Aerostructures Real Estate Investment Co., LLC, Triumph Aerostructures - Tulsa, LLC, VAC Industries, Inc. and Triumph Structures - Everett, Inc.Aerostructures Filing Entities shall mean any Aerostructures Entities that are the subject of any Voluntary Insolvency Proceeding and all Subsidiaries of such Aerostructures Entities, whether or not subject to such Voluntary Insolvency Proceeding.Aerostructures Filing Event of Default shall mean an Event of Default under Sections 9.1.3, 9.1.8, 9.1.10, 9.1.11, 9.1.12 and/or 9.1.15 with respect to any Aerostructures Filing Entity in connection with a Voluntary Insolvency Proceeding by the Aerostructures Entities (or any of them) in accordance with, and subject to, Section 9.1.15.Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. "Control", as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.Adjusted Funding Target Attainment Percentage shall mean the adjusted funding target attainment percentage as defined in Sections 206(g)(9) of ERISA and 436(j)(2) of the Internal Revenue Code.Agreement shall mean this Third Amended and Restated Credit Agreement, as the same may be supplemented, amended or restated from time to time, including all schedules and exhibits.Ancillary Security Documents shall mean title insurance, existing or otherwise available surveys, lien searches, flood insurance certifications, phase I environmental assessments or phase II environmental assessments, as applicable, opinions of counsel and such other documents and certifications as may be reasonably requested by the Administrative Agent, all as of a recent date and reasonably satisfactory to the Administrative Agent.Anti-Corruption Laws shall mean all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of their Subsidiaries from time to time concerning or relating to bribery or corruption.Anti-Terrorism Laws shall mean any Laws relating to terrorism, trade sanctions, programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.Applicable Pro Forma Reporting Period shall mean with respect to any Permitted Acquisition, the most recent 4-quarter period ending prior to the date of such Permitted Acquisition for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2.Approved Fund shall mean any Fund that is administered or managed by (i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that administers or manages a Bank.ASC 715-30 shall mean the U.S. GAAP Codification of Accounting Standards, Topic 715-30 [Defined Benefit Plans - Pensions].Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Bank, the Transferor Bank and the Administrative Agent, as Administrative Agent and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from TGI, as agent for each Bo

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings: Affiliate means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with control for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. Affiliate Debt means the indebtedness of the Company to its Affiliates as of the date of this Agreement, as set forth on Schedule 1.1. Business means the ownership of the Hollister Mine and the Esmeralda Mine. Business Day means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Reno, Nevada are required or authorized to be closed. CFIUS Approval means (i) Buyer and Seller shall have received a written notification from CFIUS that it has determined that (A) the acquisition of the Company by the Buyer is not a covered transaction under Section 721; or (B) it has concluded its review (and any applicable investigation) under Section 721 and has determined that there are no unresolved national security concerns with respect to the acquisition of the Company by the Buyer, (ii) the parties shall have received a decision by the President of the United States not to suspend, restrict or prohibit the transactions contemplated by this Agreement, or (iii) the President of the United States, having received a report from CFIUS, has not taken any action within 15 days after having received such report. Closing Date means the date on which Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any oral obligation, right or agreement. Development Costs means all outstanding payables and other liabilities of the Company or Rock Creek to Seller, Seller Parent, EMG, Waterton Global Resource Management, Inc. or their respective Affiliates, including but not limited to those relating to legal, labour, powerline design, project supervision, environmental, permitting and commissioning costs, that are attributable to development activities, including but not limited to costs relating to transmission lines on or adjacent to the properties of the Company or Rock Creek, prior to Closing. EMG means Elko Mining Group LLC, a Nevada limited liability company. Encumbrance means any security interest, lien, mortgage, indenture, pledge, charge, right of first refusal, easement, lease or sub-lease, right of way, encroachment, deed of trust, restriction on transferability or other similar restriction, option or other encumbrance, whether imposed by agreement, law or otherwise, whether of record or otherwise, together with any agreement to grant any of the foregoing rights or interests. Environmental Law means any Legal Requirement aimed at or in any way relating to pollution, protection or conservation of public health, safety or welfare or the environment, including those relating to emissions, discharges, Releases or threatened Releases of Regulated Substances into the environment (including ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, reuse, recycling, treatment, storage, disposal, transport or handling of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. SS 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. SS 300 et seq.), and all counterpart or other similar Nevada laws, as each has been or may be amended, and the regulations promulgated pursuant thereto. Environmental Liabilities means all liabilities and obligations (i) for the Reclamation of any of the Properties or with respect to any Remedial Action in connection with any of the Properties or the Business, and (ii) associated with noncompliance with Environmental Laws (including fines, penalties, damages and remedies) with respect to any of the Properties or the Business, in each case regardless of when the operations or activities which gave rise to such liabilities or obligations occurred or arose. Esmeralda Royalty means the 3% Net Smelter Returns Royalty on all mi

Certain Definitions from Credit Agreement

THIS CREDIT AGREEMENT is dated as of March 7, 2017, and is made by and among ARCH COAL, INC., a Delaware corporation (the Borrower), the LENDERS (as hereinafter defined) from time to time party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (Credit Suisse), as Administrative Agent and as Collateral Agent.

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: ABL Agent shall mean the administrative agent and collateral agent under any ABL Credit Agreement, together with its successors and assigns in such capacities. ABL Credit Agreement shall mean the collective reference to any credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument, in each case, evidencing or governing the terms of any inventory- and/or receivables-based Debt facility or other financial accommodation incurred in connection therewith, and any Permitted Refinancing of such Debt, and other obligations outstanding under any of the foregoing agreements or instruments, unless such agreement or instrument expressly provides that it is not intended to be and is not an ABL Credit Agreement hereunder and under the ABL Intercreditor Agreement (if any). Any reference to the ABL Credit Agreement hereunder shall be deemed a reference to any ABL Credit Agreement then extant. ABL Documents shall mean the Loan Documents (or any comparable definition) as defined in any ABL Credit Agreement. ABL Facility shall mean any facility provided by the lenders or issuing banks pursuant to an ABL Credit Agreement. ABL Intercreditor Agreement shall mean an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent governing the priority of the Liens on the Collateral securing the Obligations, on the one hand, and the ABL Obligations, on the other hand, and, among other things, providing that Liens on all or a portion of the assets constituting ABL Priority Collateral that secure the ABL Obligations are senior to the Liens on such Collateral that secure the Obligations, to be entered into in connection with any ABL Facility, between the Agent and the ABL Agent and acknowledged by the Loan Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time. ABL Obligations shall have the meaning specified in the ABL Intercreditor Agreement (or any comparable definition). ABL Priority Collateral shall be defined in the ABL Intercreditor Agreement, which definition shall be in form and substance reasonably satisfactory to the Administrative Agent (provided that a definition of ABL Priority Collateral that is substantially consistent with the one set forth on Schedule 1.1(F) hereto shall be deemed to be reasonably acceptable to the Administrative Agent; it being understood and agreed that a definition of ABL Priority Collateral that contains a subset of the types of collateral described in the components of such scheduled definition shall also be deemed to be reasonably acceptable to the Administrative Agent). ABL Specified Collateral shall mean cash and Permitted Investments, and deposit accounts and securities accounts containing solely such cash and Permitted Investments, that (a) cash collateralize (i) letters of credit issued under the ABL Documents, (ii) defaulting lender participations in letters of credit, swingline loans or protective advances under the ABL Documents, or (iii) returned or charged-back items under the ABL Documents, or (b) constitute Qualified Cash (as defined in the ABL Credit Agreement, or any comparable definition). Active Operating Properties shall mean all property which is the subject of outstanding Environmental Health and Safety Permits issued to any Loan Party or any Subsidiary of any Loan Party. Adjusted LIBOR Rate shall mean, with respect to any LIBOR Rate Loan for any Interest Period, an interest rate per annum equal to the product of (i) the LIBOR Rate in effect for such Interest Period and (ii) Statutory Reserves; provided that the Adjusted LIBOR Rate for the Initial Term Loans shall not be less than 1% per annum. Administrative Agent shall mean Credit Suisse AG, Cayman Islands Branch, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Agent shall mean each of the Administrative Agent and Collateral Agent. Agent Fee

Certain Definitions from Amendment to Third Amended and Restated Credit

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 19, 2013 and is made by and among TRIUMPH GROUP, INC., a Delaware corporation ("TGI"), the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the "Administrative Agent").

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:Acquisition shall mean, the acquisition of all of the equity ownership interests of Vought by TGI pursuant to the Acquisition Agreement.Acquisition Agreement shall mean the Agreement and Plan of Merger dated as of March 23, 2010 by and among Vought Aircraft Industries, Inc., TGI, Spitfire Merger Corporation and TC Group, L.L.C.Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.Administrative Agent's Fee shall have the meaning assigned to that term in Section 10.15.Administrative Agent's Letter shall have the meaning assigned to that term in Section 10.15.Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. "Control", as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.Adjusted Funding Target Attainment Percentage shall mean the adjusted funding target attainment percentage as defined in Sections 206(g)(9) of ERISA and 436(j)(2) of the Internal Revenue Code.Agreement shall mean this Third Amended and Restated Credit Agreement, as the same may be supplemented, amended or restated from time to time, including all schedules and exhibits.Ancillary Security Documents shall mean title insurance, existing or otherwise available surveys, lien searches, flood insurance certifications, phase I environmental assessments or phase II environmental assessments, as applicable, opinions of counsel and such other documents and certifications as may be reasonably requested by the Administrative Agent, all as of a recent date and reasonably satisfactory to the Administrative Agent.Anti-Corruption Laws shall mean all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of their Subsidiaries from time to time concerning or relating to bribery or corruption. Anti-Terrorism Laws shall mean any Laws relating to terrorism, trade sanctions, programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.Applicable Pro Forma Reporting Period shall mean with respect to any Permitted Acquisition, the most recent 4-quarter period ending prior to the date of such Permitted Acquisition for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2.Approved Fund shall mean any Fund that is administered or managed by (i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that administers or manages a Bank.ASC 715-30 shall mean the U.S. GAAP Codification of Accounting Standards, Topic 715-30 [Defined Benefit Plans - Pensions].Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Bank, the Transferor Bank and the Administrative Agent, as Administrative Agent and on behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).Authorized Officer shall mean those individuals, designated by written notice to the Administrative Agent from TGI, as agent for each Borrower, authorized to execute notices, reports and other documents on behalf of such Borrower required hereunder. Any Borrower may amend such list of individuals from time to time by having TGI give written notice of such amendment on its behalf to the Administrative Agent.Availability shall mean the sum of (i) the difference between (a) the lesser of (1) the Revolving Credit Commitments and (2) the maximum amount of Loans that may be borrowed hereunder while maintaining compliance with each of the Total Leverage Ratio covenant under Section 8.2.16 and the Senior Secured Leverage Ratio covenant under Section 8.2.17, and without resulting in an Event of Default, and (b) the Revolving Facility Usage, plus (ii) unrestricted cash and unrestricted Cash Equivalents held by TGI or another Domestic Loan Party and maintained or managed at a Bank or an Affiliate of a Bank.Bail-In Action shall mean the exercise of any Write-Down and Conversion Powers by t

Certain Definitions from Term Loan Note

THIS CREDIT AGREEMENT (this Agreement) is dated as of October 12, 2016 and is made by and among FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation, as Borrower (as hereinafter defined), the LENDERS (as hereinafter defined), and COBANK, ACB, in its capacity as Administrative Agent (as hereinafter defined).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: 2014 CoBank Credit Agreement means the Credit Agreement, dated as of June 2, 2014, among the Borrower, CoBank ACB, as administrative agent, and the lenders party thereto, together with any term loan facility of the Borrower that replaces, renews, refinances or refunds the foregoing. 2015 JPMC Credit Facility means that certain Credit Agreement, dated as of August 12, 2015, among the Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, together with any credit facility of the Borrower that replaces, renews, refinances or refunds the foregoing. Adjusted LIBOR Rate means for the Interest Period for any LIBOR Rate Loan, an interest rate per annum (rounded upward, if necessary, to the next whole multiple of 1/100 of 1%) equal to (i) the LIBOR Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate for such Interest Period. Administrative Agent means CoBank, in its capacity as administrative agent under the Loan Documents and any successor in such capacity appointed pursuant to Section 10.8. Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified. Alternate Base Rate means a variable rate of interest per annum equal, on any day, to the rate established by the Administrative Agent on the first Business Day of each week as the higher of (i) Prime Rate, (ii) the Federal Funds Effective Rate plus one half of one percent (0.50%) per annum and (iii) the Adjusted LIBOR Rate for an Interest Period of one month on such day plus one percent (1.00%) per annum; provided that, in no event shall the Alternate Base Rate be less than 0.00%. If the LIBOR Rate is no longer available for such Interest Period, the Adjusted LIBOR Rate shall be calculated for such Interest Period as the Administrative Agent shall select in its sole discretion. Any change in the Alternate Base Rate due to a change in the calculation thereof shall be effective at the opening of business on the first Business Day of each week or, if determined more frequently, at the opening of business on the first Business Day immediately following the date of such determination and without necessity of notice being provided to the Borrower or any other Person. Anti-Corruption Laws means any Laws of any Governmental Authority concerning or relating to bribery or corruption. Anti-Terrorism Laws means any Laws of any Governmental Authority concerning or relating to financing terrorism, know your customer or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Departments Office of Foreign Asset Control. Applicable Margin means, as applicable:

Certain Definitions from Credit Agreement

THIS CREDIT AGREEMENT is dated as of October 5, 2016, and is made by and among ARCH COAL, INC., a Delaware corporation (the Borrower), the LENDERS (as hereinafter defined) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacities as administrative agent for the Lenders and collateral agent for the Lenders (in such capacities, together with its successors and assigns, in such capacities, the Agent).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: ABL Priority Collateral shall mean, collectively, each Loan Partys right, title or interest in or to all of the following types and items of property of such Loan Party, whether now owned or existing or hereafter created, acquired or arising and wherever located (and in each case subject to customary exceptions to be agreed in the intercreditor agreement entered into in connection with the applicable Permitted ABL Financing): (i) all inventory, (ii) all contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or that otherwise directly relate to, any inventory, including, without limitation, contracts and documents that relate to the acquisition or sale or other disposition of any inventory; (iii) all rights of an unpaid vendor with respect to inventory; and (iv) all Receivables Assets, but for the avoidance of doubt, excluding on any date, amounts on deposit in any account that are traceable as direct proceeds of the Term Loan Priority Collateral, any proceeds of Term Loan Priority Collateral, including any rights to payment arising from a disposition of Term Loan Priority Collateral, and contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or otherwise directly relate to the Term Loan Priority Collateral. Active Operating Properties shall mean all property which is the subject of outstanding Environmental Health and Safety Permits issued to any Loan Party or any Subsidiary of any Loan Party. Additional PIK Interest shall have the meaning specified in Section 5.05(b). Additional PIK Interest Rate shall mean 1.00% per annum. Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Agent shall have the meaning specified in the introductory paragraph hereto. Agent Fee Letter shall mean that certain Agent Fee Letter, dated as of October 5, 2016, between the Borrower and the Agent. Agent Parties shall have the meaning specified in Section 13.15. Agreement shall mean this Credit Agreement (including all schedules and exhibits), as the same may hereafter be supplemented, amended, restated, refinanced, replaced, or modified from time to time. Annual Statements shall have the meaning specified in Section 6.07(a). Applicable Margin shall mean (i) the percentage spread to be added to the LIBOR Rate applicable to Term Loans under the LIBOR Rate Option, which shall be equal to 9.00% and (ii) the percentage spread to be added to the Base Rate applicable to Term Loans under the Base Rate Option, which shall be equal to 8.00%. Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and 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. Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 13.09, in substantially the form of Exhibit 1.1(A). Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such Loan Party or such other individuals, designated by written notice to the Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Agent. Bail-In Action shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time

Certain Definitions from Warrant Certificate

Warrant Agreement (as it may be amended from time to time, this Warrant Agreement), dated as of July 27, 2016, between SAExploration Holdings, Inc., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Warrant Agent).

Certain Definitions. As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below: Affiliate shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first 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 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. Affiliated Buyer means, with respect to an Asset Sale or tender offer, any Person (i) who is an Affiliate of the Company, (ii) who is an officer, director, employee or member of the Company or any Affiliate of the Company, or (iii) a majority of which Persons total outstanding equity, upon consummation of such transaction, is held by Persons who are equity holders in the Company immediately prior to the consummation of such transaction. Alaska Tax Credit means any tax credit certificates issued by the State of Alaska to the Company or any of its Affiliates in connection with the receivable due to the Company from Alaska Seismic Ventures, LLC in a face amount of at least $25 million. Appropriate Officer has the meaning set forth in Section 2.02(a). Asset Sale has the meaning set forth in Section 4.06(c). Authentication Order means a Company Order for authentication and delivery of the Warrants. Beneficial Owner means any Person beneficially owning an interest in the Warrant Certificates, which, in the case of the Global Warrant Certificates, interest is credited to the account of a direct participant in the Depository for the benefit of such Person through the book-entry system maintained by the Depositary (or its agent)). For the avoidance of doubt, a Participant may also be a Beneficial Owner. Board means the board of directors of the Company or any committee of such board duly authorized to exercise the power of the board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act. Business Day means any day other than (x) a Saturday or Sunday or (y) any day which is a legal holiday in the State of New York or a day on which banking institutions and trust companies in the state in which the Warrant Agent is located are authorized or obligated by Law, regulation or executive order to close. Cash means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts. Certificated Holders means holders of the Companys outstanding common stock held in certificated form. Change of Control means (i) any person or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (other than an Excluded Person, the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Common Shares of the Company or pursuant to an Exempt Transaction), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Companys then outstanding Voting Securities; (ii) the consummation of a merger, reorganization or consolidation of the Company or a direct or indirect subsidiary of the Company with, another Person (other than an Exempt Transaction); (iii) the consummation of a sale, disposition or other change in ownership of assets of the Company and/or any of its direct and indirect subsidiaries having a value constituting at least 50% of the total gross fair market value of all of the assets of the Company and its direct and indirect subsidiaries (on a consolidated basis) immediately prior to such transaction to a Person other than an Excluded Person; or (iv) the consummation of a transaction that implements in whole or in part a resolution of the stockholders of the Company authorizing a complete liquidation or dissolution of the Company. For the avoidance of doubt, a Change of Control will not be deemed to have occurred if an Excluded Person has the ability to appoint a majority of the Board of the Company or any parent entity, and none of the transactions contemplated by the RSA shall be deemed a Change of Control. Charter means the certificate of incorporation of the Company, as amended or restated. Close of Business means 5:00 p.m., New York City time. Closing Date means July 27, 2016. Common Shares means shares of the common stock, par value $0.0001 per share, of the Company. Common Shares Deemed Outstanding means, at any given time, the sum of (a) the number of Common

Certain Definitions from Purchase and Assumption Agreement

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 26, 2016, between FirstMerit Bank, National Association, a national banking association, organized under the laws of the United States, and a wholly-owned subsidiary of FirstMerit Corporation, an Ohio corporation ("FirstMerit") with its principal office located in Akron, Ohio ("Seller"), and First Commonwealth Bank, a Pennsylvania bank and trust company, with its principal office located in Indiana, Pennsylvania ("Purchaser").

Certain Definitions. The terms set forth below are used in this Agreement with the following meanings:"Accrued Interest" means, as of any date, (a) with respect to a Deposit, interest which is accrued on such Deposit to but excluding such date and not yet posted to the relevant deposit account and (b) with respect to a Loan, interest which is accrued on such Loan to but excluding such date and not yet paid."ACH" has the meaning set forth in Section 4.3(a)."ACH Entries" has the meaning set forth in Section 4.3(a)."ACH Entries Cut-Off Date" has the meaning set forth in Section 4.3(a)."Adjusted Payment Amount" means (x) the aggregate balance (including Accrued Interest) of the Deposits assumed by Purchaser pursuant to Section 2.2, minus (y) the Purchase Price, each as set forth on the Final Closing Statement."Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person."Agreement" means this Purchase and Assumption Agreement, including all schedules, exhibits and addenda, each as amended from time to time in accordance with Section 12.9(b)."Assets" has the meaning set forth in Section 2.1(a)."Assignment and Assumption Agreement" has the meaning set forth in Section 3.5(c)."Assumed Liabilities" has the meaning set forth in Section 2.2(a). "Bank Merger" has the meaning set forth in the Recitals."Benefit Plan" means (a) each employee benefit plan, program or other arrangement that is sponsored or maintained by Seller or any of its Affiliates or to which Seller or any of its Affiliates contributes or is obligated to contribute, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and (b) any bonus, incentive, compensation, deferred compensation, paid time off, stock purchase, stock option, severance, employment, consulting, retention, change of control or fringe benefit plan, agreement, program or policy, in each case, in which any of the Branch Employees or their dependents participate. "Branch Employees" means (i) the employees of Seller or its Affiliates employed at the Branches (including any employees who are Leave Recipients) and set forth on the list provided by Seller in accordance with Section 5.16(a) and (ii) the individuals listed on Exhibit 1.1(e)."Branch Lease Assignments" has the meaning set forth in Section 3.5(d)."Branch Lease Security Deposit" means any security deposit held by the lessor under a Branch Lease."Branch Leases" means the leases under which Seller leases land and/or buildings used for Branches, including ground leases. For avoidance of doubt, leases held by Seller in connection with a Branch shall be Branch Leases hereunder."Branches" means the banking offices and, if applicable, offices used or held for use by Seller for other lines of business, of Seller at the locations identified on Exhibit 1.1(a), and "Branch" refers to each such Branch or any one of the Branches."Business Day" means a day on which banks are generally open for business in New York, New York, and which is not a Saturday or Sunday."Cash on Hand" means, as of the Closing, all petty cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch."Closing" and "Closing Date" refer to the closing of the P&A Transaction, which is to be held on such date as provided in Article 3 and which shall be deemed to be effective at 11:59 p.m., Eastern time, on such date."COBRA Continuation Coverage" means the health care benefit continuation coverage mandated by the Consolidated Omnibus Budget Reconciliation Act and similar provisions of state law."Code" means the Internal Revenue Code of 1986, as amended."Controlling Party" has the meaning set forth in Section 11.1(f)."CRA" has the meaning set forth in Section 6.4(e)."Customer Claims Period" has the meaning set forth in Section 4.15(a)."Deductible" has the meaning set forth in Section 11.1(e)."Delaware Courts" has the meaning set forth in Section 12.7."Deposit(s)" means deposit liabilities with respect to deposit accounts booked by Seller at a Branch or allocated by Seller to a Branch in accordance with its householding methodology as disclosed to the DOJ, as of the close of business on the Closing Date, in each case that constitute "deposits" for purposes of the Federal Deposit Insurance Act, 12 U.S.C. SS 1813, including escrow deposit liabilities relating to the Loans and collected and uncollected deposits and Accrued Interest, but excluding any (i) Excluded IRA/Keogh Account Deposits and any liabilities which are not transferable pursuant to contract or applicable law or regulation, (ii) any accounts of employees of Seller or its subsidiaries who are employed at any location other than a Branch, (iii) any accounts of Seller or its subsidiaries, (iv) any accounts of government entities with public funds, (v) any priva