$200,000,000 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 Supplemental Indenture

THIS TWENTIETH SUPPLEMENTAL INDENTURE is entered into as of May 26, 2017, by and between DDR Corp., an Ohio corporation (the Company), and U.S. Bank National Association (the Trustee), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.

Definitions. The definition of Consolidated Income Available for Debt Service is hereby amended in its entirety as follows: Consolidated Income Available for Debt Service for any period means Consolidated Net Income of the Company and its Subsidiaries (a) plus amounts which have been deducted for (i) interest on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based on income, (iii) amortization of debt discount, and (iv) depreciation and amortization, and (b) excluding (i) any extraordinary, non-recurring and other unusual noncash charge, (ii) any gains and losses on sale of real estate, and (iii) the equity in net income or loss of joint ventures in which the Company or its Subsidiaries owns an interest to the extent not providing a source of, or requiring a use of, cash, respectively. The amendment of the definition of Consolidated Income Available for Debt Service relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Designated Securities is hereby amended in its entirety as follows: Designated Securities means the Companys $300,000,000 principal amount of 4.625% Notes Due 2010, the Companys $275,000,000 principal amount of 3.875% Notes Due 2009, the Companys $250,000,000 principal amount of 5.25% Notes Due 2011, the Companys $200,000,000 principal amount of 5.0% Notes Due 2010, the Companys $200,000,000 principal amount of 5.5% Notes Due 2015, the Companys $350,000,000 principal amount of 5.375% Notes Due 2012, the Companys $300,000,000 principal amount of 9.625% Notes Due 2016, the Companys $300,000,000 principal amount of 7.50% Notes Due 2017, the Companys $300,000,000 principal amount of 7.875% Notes Due 2020, the Companys $300,000,000 principal amount of 4.75% Notes due 2018, the Companys $450,000,000 principal amount of 4.625% Notes due 2022, the Companys $300,000,000 principal amount of 3.375% Notes due 2023, the Companys $300,000,000 principal amount of 3.500% Notes due 2021, the Companys $500,000,000 principal amount of 3.625% Notes due 2025, the Companys $400,000,000 principal amount of 4.250% Notes due 2026 and the Companys $450,000,000 principal amount of 4.700% Notes due 2027. The definition of Maximum Annual Service Charge is hereby amended in its entirety as follows: Maximum Annual Service Charge as of any date means the maximum amount payable during the Companys four consecutive fiscal quarters most recently ended before such date for interest on, and required amortization of, Debt (including, in the case of the additional Debt being incurred, the pro forma effect of the Debt and intended application of the proceeds thereof as if such Debt had been outstanding for such four-quarter period). The amount payable for amortization shall include the amount of any sinking fund or other analogous fund for the retirement of Debt and the amount payable on account of principal of any such Debt that matures serially other than at the final maturity date of such Debt. The amendment of the definition of Maximum Annual Service Charge relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Total Assets is hereby amended in its entirety as follows: Total Assets as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding goodwill and unamortized debt costs) after eliminating intercompany accounts and transactions. The amendment of the definition of Total Assets relates solely to the rights of the Holders of the Notes and shall not affect the rights under the Indenture of the Holders of Securities of any other series. The definition of Unencumbered Real Estate Asset Value is hereby amended in its entirety as follows: Unencumbered Real Estate Asset Value as of any date means the sum of: (a) the Undepreciated Real Estate Assets, which are not encumbered by any mortgage, lien, charge, pledge or security interest, as of the end of the Companys latest fiscal quarter covered in the Companys Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if that filing is not required under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to such date; provided, however, that all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Unencumbered Real Estate Asset Value; and (b) the purchase price of any real estate assets that are not encumbered by any mortgage, lien, charge, pledge, or security interest and were acquired by the Company or any Subsidiary after the end of such quarter; provided however, that all

Definitions from Term Loan Agreement

This TERM LOAN AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this Agreement) is dated as of February 21, 2017, among the following:

Definitions. As used in this Agreement, the following terms shall have the following meanings: 2012 Senior Note Purchase Agreement shall mean the Master Note Purchase Agreement, dated as of July 26, 2012 (as the same may be amended, modified, restated, supplemented, replaced or refinanced from time to time), pursuant to which Borrower issued and sold Two Hundred Million Dollars ($200,000,000) of its senior notes thereunder. 2015 Note Purchase Agreement shall mean the Master Note Purchase Agreement, dated as of July 28, 2015 (as the same may be amended, modified, restated, supplemented, replaced or refinanced from time to time), pursuant to which Borrower has issued and sold its senior notes thereunder in an aggregate principal amount of One Hundred Million Dollars ($100,000,000). 2016 NYLIM Note Purchase Agreement shall mean the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of September 30, 2016 (as the same may be amended, modified, restated, supplemented, replaced or refinanced from time to time), pursuant to which Borrower has issued and sold its senior notes thereunder in an aggregate principal amount of Two Hundred Million Dollars ($200,000,000) and may issue and sell additional senior notes thereunder with all such senior notes outstanding thereunder at any time not to exceed Two Hundred Million Dollars ($200,000,000). Acquisition shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (b) the acquisition of in excess of fifty percent (50%) of the stock (or other equity interest) of any Person, or (c) the acquisition of another Person (other than Borrower or a Subsidiary) by a merger or consolidation or any other combination with such Person. Adjusted LIBOR Rate shall mean a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the nearest 1/100th of 1%) by dividing (a) the applicable LIBOR Rate by (b) 1.00 minus the LIBOR Reserve Percentage. Advantage shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Lender in respect of the Debt, if such payment results in that Lender having less than its pro rata share of the Debt then outstanding, than was the case immediately before such payment. Affiliate shall mean with respect to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, and control (including the correlative meanings, the terms controlling, controlled by and under common control with) shall mean the possession, directly or indirectly of, the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership of voting securities, by contract or otherwise. Agreement shall have the meaning provided in the first paragraph hereof. Anti-Corruption Laws shall mean all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption. Anti-Terrorism Law shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act, the laws administered by the United States Treasury Departments Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced) and any other law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended. Applicable Margin shall mean:

Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of January 25, 2016 by and among Keane Group Holdings, LLC, a Delaware limited liability company (Keane Parent), Keane Frac, LP (Buyer and together with Keane Parent, the Buyer Companies), Trican Well Service Ltd., an Alberta corporation (Trican Parent) and Trican Well Service, L.P., a Delaware limited partnership (Trican U.S. and collectively with any other Subsidiary of Trican Parent that has any right, title and interest in the Purchased Assets, including those Subsidiaries set forth on Annex I hereto, the Seller Companies). Keane Parent, Buyer, Trican Parent and each of the Seller Companies are each referred to individually as a Party and collectively as the Parties. Capitalized terms used, but not otherwise defined herein have the meanings set forth in Section 1.1 below.

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Accounting Firm shall mean KPMG LLP or, if such firm is unable or unwilling to serve in such capacity, then such jointly selected independent nationally (within the United States) recognized firm mutually agreeable to Trican Parent and Buyer. Accrued Employee Obligations shall mean, with respect to any Business Employee, any payments or entitlements that a Seller Company owes to any current or former Business Employee, including wages, other remuneration, holiday, vacation pay or other paid time-off, bonus, or commissions. Action shall mean any action, complaint, petition, investigation, suit, claim, demand, inquiry, audit, mediation or other proceeding, whether civil, criminal or administrative, in law or in equity, or before any arbitrator or Governmental Authority. Affiliate of a Person shall mean (i) with respect to an individual, any member of such Persons family (including, without limitation, any child, step child, parent, step parent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law); (ii) with respect to an entity, any officer, director, shareholder (except in the case of Trican Parent), partner of or investor in (except in the case of Trican Parent) such entity or of or in any other affiliate of such entity; and (iii) with respect to any Person, any Person which directly or indirectly controls, is controlled by, or is under common control with such Person. Applicable Accounting Principles shall mean with respect to Trican Parent or the Seller Companies, IFRS and with respect to the Buyer Companies, GAAP. Basket shall mean $7,500,000, in the aggregate. Bill of Sale and Assignment and Assumption Agreement shall mean the bills of sale and assignment and assumption agreement, with respect to certain assets and liabilities of the Seller Companies and Trican Parent, in substantially the form attached hereto as Exhibit A. Books, Records and Files shall mean any studies, reports, records (including shipping and personnel records), books of account, invoices, surveys, data (including financial, sales, purchasing, operating data and production data, including any customer and supplier data related thereto), billing records, available credit records, sales and promotional literature, manuals, training materials, computer data, disks tapes, recordings, graphs, drawings, analyses and other writings, marketing plans, customer lists, supplier lists, environmental, health or safety related audits and reports, correspondence and other documents, and other tangible embodiments of any of the foregoing, in any form whether or not specifically listed herein. Bring-down Solvency Opinion shall mean an updated solvency opinion of Duff & Phelps Corp., dated as of the Closing Date, in a form and substance reasonably satisfactory to Keane Parent (provided that such opinion will be deemed to be acceptable to Keane Parent if it is in the same form and substance as the Solvency Opinion in all material respects) and addressed to Trican Parent, dated as of the Closing Date together with a reliance letter in customary form addressed to Keane Parent. Business shall mean the oil field services businesses of the Seller Companies as conducted in the Territory on the date hereof, other than the Excluded Businesses. Business Day shall mean any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks in New York, New York or Calgary, Alberta are authorized or required by Law to close. Business Intellectual Property Rights shall mean all Intellectual Property Rights owned, used or held for use (including under license from a third party) by any of the Seller Companies, which is used or held for use in the Business (including under license from a third party), including the Purchased Business Intellectual Property. Business Employee shall mean any employee of the Seller Companies as of the date hereof, including any such employee who is inactive because of any recognized leave of absence, vacation, holiday or short- or long-term disability. Buyer Employee shall mean any employee of the Buyer Companies as of the date hereof, including in all cases any such employee who is inactive because of any recognized leave of absence, vacation, holiday or short- or long-term disability. Buyer Leased Real Property shall mean all of the Real Property that is leased, subleased, licensed, used or occupied by any of the Buyer Companies, but for certainty excludes the Buyer Owned Real Property. Buyer Material Adverse Effect shall mean any circumstance, development, change, event, occurrence, state of affairs, or effect that individually or in the aggregate with any other circumstance, development, change, event, occurrence, state of affairs, or effect (a) has had or would reasonably be expected to have a material adverse effect on the business condition of the Buyer Companies

Definitions from Commitment Agreement

This BACKSTOP COMMITMENT AGREEMENT (including exhibits and schedules attached hereto and incorporated herein, this Agreement), dated as of December 6, 2016, is made by and among C&J Energy Services Ltd. (as a debtor in possession and a reorganized debtor, as applicable, the Company or C&J Energy) on behalf of itself and the other Debtors, on the one hand, and the Backstop Parties set forth on Schedule 1 hereto (each referred to herein, individually, as a Backstop Party and, collectively, as the Backstop Parties), on the other hand. The Company and each Backstop Party is referred to herein, individually, as a Party and, collectively, as the Parties.

Definitions. Except as otherwise expressly provided in this Agreement, or unless the context otherwise requires, whenever used in this Agreement (including any Exhibits and Schedules hereto), the following terms shall have the respective meanings specified therefor below: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made; provided that no Backstop Party shall be deemed an Affiliate of the Company or any of its Subsidiaries. For purposes of this definition, the term control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person. Allowed has the meaning assigned thereto in the Plan. Alternate Transaction means any transaction with respect to a reorganization, restructuring, merger, consolidation, share exchange, rights offering, equity investment, business combination, recapitalization or similar transaction (including the sale of all or substantially all of the assets of the Company and its Subsidiaries) involving the Company or any other Debtors that is inconsistent with the Rights Offering, the Backstop Commitment, this Agreement or the Plan. Antitrust Authorities means the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other Governmental Entity having jurisdiction pursuant to the Antitrust Laws and Antitrust Authority means any of them. Antitrust Laws mean the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, and any other Law governing agreements in restraint of trade, monopolization, pre-merger notification, the lessening of competition through merger or acquisition or anti-competitive conduct. Assumable Amount means, with respect to a Transferring Backstop Party that enters into an agreement to Transfer Eligible Claims that would result, after giving effect to such Transfer, in such Transferring Backstop Party holding less in aggregate principal amount of Eligible Claims than such Transferring Backstop Partys Trigger Amount, an amount equal to all of such Transferring Backstop Partys Backstop Commitment, or otherwise zero (or none). Assumable Share means, with respect to any Non-Transferring Backstop Party, the proportion that the amount of such Non-Transferring Backstop Partys Backstop Commitment at the time of the applicable election bears to the aggregate Backstop Commitments at the time of the applicable election of all Non-Transferring Backstop Parties. Available Shares means the Unsubscribed Shares that any Backstop Party fails to purchase as a result of a Backstop Party Default by such Backstop Party. Backstop Commitment Percentage means, with respect to any Backstop Party, such Backstop Partys percentage of the Backstop Commitment as set forth opposite such Backstop Partys name under the column titled Backstop Commitment Percentage on Schedule 1 (as it may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement). Backstop Party Confidentiality Agreement means any confidentiality agreement entered into between the Company and any Backstop Party. Backstop Party Default means the failure by any Backstop Party to deliver and pay the aggregate Purchase Price for such Backstop Partys Backstop Commitment Percentage of any Unsubscribed Shares by the Funding Deadline in accordance with Section 2.04(b). BCA Approval Obligations means the obligations of the Company under Articles 3, 6 and 8 hereof and the Backstop Parties right to terminate this Agreement pursuant to, and in accordance with, Article 9. Board means the board of directors of the Company. Business Day means any day, other than a Saturday, Sunday or legal holiday, as defined in Bankruptcy Rule 9006(a). Change of Recommendation means (i) the Company or the Board or any committee thereof shall have withdrawn, qualified or modified, in a manner inconsistent with the obligations of the Company under this Agreement, its approval or recommendation of this Agreement, the Rights Offering, the Backstop Commitment or the Plan or the transactions contemplated hereby or thereby or (ii) the Company or the Board or any committee thereof shall have approved or recommended, or resolved to approve or recommend (including by filing any pleading or document with the Bankruptcy Court seeking Bankruptcy Court approval of) any Alternate Transaction or Alternate Transaction Agreement. Code means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and the rulings issued thereunder. Collective Bargaining Agr

DEFINITIONS from Term Loan Agreement

This Term Loan Agreement (the Agreement) dated as of November 22, 2016, is among RETAIL PROPERTIES OF AMERICA, INC., a corporation organized under the laws of the State of Maryland (the Borrower), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively, the Lenders), and CAPITAL ONE, NATIONAL ASSOCIATION, not individually, but as Administrative Agent.

DEFINITIONS. As used in this Agreement: 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 (i) acquires any going business or all or substantially all of the assets of any partnership, limited liability company, firm, corporation 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 partnership or membership interests of a partnership or limited liability company. Adjusted EBITDA means, as of any date, the Consolidated Net Income for the most recent four (4) full fiscal quarters of the Borrower for which financial results have been reported, as adjusted, without duplication, by (i) deducting therefrom any income attributable to Excluded Tenants; (ii) adding or deducting for, as appropriate, any adjustment made under GAAP for straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment and other non-cash charges, depreciation, amortization, interest expenses, taxes and the Consolidated Group Pro Rata Share of interest, taxes, depreciation and amortization in Investment Affiliates; (iii) deducting therefrom the Capital Expenditure Reserve Deduction for such period and (iv) adding back all master lease income (not to exceed 5% of Consolidated Net Income). Adjusted Unencumbered Pool NOI means, as of any date, the then-current Unencumbered Pool Property NOI less the Capital Expenditure Reserve Deduction for the then-current Unencumbered Pool Properties. Administrative Agent means Capital One, National Association in its capacity as agent for 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. Advance means a borrowing hereunder consisting of the aggregate amount of the several Loans made by one or more of the Lenders to the Borrower of the same Type and, in the case of LIBOR Rate Advances, for the same Interest Period. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided, however, in no event shall Administrative Agent or Lender be an Affiliate of the Borrower. 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, as of any date, the aggregate amount of the then-current Commitments of all the Lenders, which is, as of the Agreement Effective Date, $200,000,000, as such amount may be increased pursuant to Section 2.22 hereof. Agreement is defined in the Recitals hereto. Agreement Effective Date means the date this Agreement has been fully executed and delivered by the Borrower and the Lenders and the conditions set forth in Section 4.1 have been fulfilled or waived in accordance with the terms hereof. Alternate Base Rate means, for any day, the LIBOR Market Index Rate; provided, that if for any reason the LIBOR Market Index Rate is unavailable, Alternate Base Rate shall mean the per annum rate of interest equal to the Federal Funds Effective Rate plus one and one-half of one percent (1.50%). The Alternate Base Rate shall be determined on a daily basis. Amendment Regarding Increase means an Amendment Regarding Increase substantially in the form of Exhibit C attached hereto pursuant to which an existing Lender or a new Lender provides a new Commitment, increases an existing Commitment, makes a new Loan or increases the amount of any existing Loan, as the case may be, as contemplated by Section 2.22. Anti-Corruption Laws means all applicable laws of any jurisdiction concerning or relating to bribery, corruption or money laundering, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended. Anti-Terrorism Laws is defined in Section 5.29. Applicable Margin means the applicable margin set forth in the pricing schedules contained in Exhibit A attached hereto used in calculating the interest rate applicable to the various Types of Advances, subject to the conditions set forth in Exhibit A with respect to the effective date of changes in such applicable margins. Applicable Provisions means any of the definitions of Qualifying Unencumbered Pool Property, Subsidiary Guarantor, Su

Definitions from Term Credit Agreement

This Credit Agreement, dated as of May 17, 2016, is among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Finance B.V., a Netherlands corporation having its corporate seat in Breda, The Netherlands, Whirlpool Canada Holding Co., a Nova Scotia unlimited company, the other Borrowers from time to time party hereto, the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent for such Lenders, Citibank, N.A., as Syndication Agent and BNP Paribas and Mizuho Bank, Ltd., as Documentation Agents.

Definitions. As used in this Credit Agreement:"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Credit Agreement, by which any Borrower or any Subsidiary of a Borrower (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or in a series of transactions) at least 25% (in number of votes) of the equity 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). "Additional Borrowing Subsidiary" means any Subsidiary of Whirlpool duly designated by Whirlpool pursuant to Section 2.09 to request Advances hereunder, which Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02."Additional Commitment Lender" is defined in Section 2.13(d). "Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as agent for the Lenders pursuant to Article 11, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article 11."Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent."Advance" means a borrowing hereunder consisting of the aggregate amount of the several Loans made by some or all of the Lenders to a Borrower of the same Type and, in the case of Eurocurrency Rate Advances, for the same Interest Period. "Affiliate" means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. As used herein, the term "Control" means 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; and the terms "Controlled" and "Controlling" have meanings correlative to the foregoing."Aggregate Commitment" means the aggregate of the Commitments of all the Lenders hereunder (which, as of the date of this Credit Agreement, is $2,500,000,000), as amended from time to time pursuant to the terms hereof."Agreed Currency" means, subject to Section 3.04, (i) Dollars, (ii) euros, (iii) Sterling and (iv) any other currency (A) which is freely transferable and convertible into Dollars, (B) in which deposits are customarily offered to banks in the London interbank market, (C) which a Borrower requests the Administrative Agent to include as an Agreed Currency hereunder and (D) which is acceptable to each Lender; provided that, for purposes of clause (iv) above, the Administrative Agent shall promptly notify each Lender of each such request and unless each Lender shall have agreed to each such request within five Business Days from the date of such notification by the Administrative Agent to such Lender, such Lender shall be deemed to have disagreed with such request."Alternate Base Rate" means, on any date and with respect to all Floating Rate Advances, a fluctuating rate of interest per annum equal to the sum of (a) the highest of (i) the Federal Funds Effective Rate most recently determined by the Administrative Agent plus 0.50% per annum, (ii) the Prime Rate and (iii) the Eurocurrency Base Rate for Dollars for a one month Interest Period starting on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Eurocurrency Base Rate for any day shall be based on the rate appearing on the Reuters LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate, respectively plus (b) the Alternate Base Rate Margin for such day."Alternate Base Rate Margin" means a rate per annum determined in accordance with the Pricing Schedule."Amendment Effective Date" is defined in Section 5.01."AML Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to anti-money laundering. "Anti-Corruption Laws" means, with respect to Whirlpool or any of its Subsidiaries, all laws, rules, and regulations of any jurisdiction applicable to Whirlpool or such Subsidiary from time to time concerning or relating to bribery or corruption. "Article" means an article of this Credit Agreement unless another document is specifically referenced."Arrangers" means JPMorgan Chase Bank,

Definitions from Share Purchase Agreement

This SHARE PURCHASE AGREEMENT, dated as of May 18, 2016 (this Agreement), is by and among TEEKAY CORPORATION, a Marshall Islands corporation (the Company), and each of the purchasers listed on Schedule A hereof (each a Purchaser and collectively, the Purchasers).

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the introductory paragraph, as amended, supplemented, continued or modified. Anti-Money Laundering Laws has the meaning specified in Section 3.27. Articles means the Amended and Restated Articles of Incorporation of the Company dated June 5, 2006, as amended to date. Business Day means a day other than (i) a Saturday or Sunday or (ii) any day on which banks located in New York, New York, U.S.A. are authorized or obligated to close. Bylaws means the Amended and Restated Bylaws of the Company dated June 1, 2006, as amended to date. Cleansing Disclosure has the meaning specified in Section 5.3. Closing has the meaning specified in Section 2.2. Closing Date has the meaning specified in Section 2.2. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share. Company has the meaning set forth in the introductory paragraph. Company Entities and each a Company Entity means the Company and each of the Companys subsidiaries, other than those subsidiaries which, individually, would not constitute a significant subsidiary as defined in Regulation S-X. Company Related Parties has the meaning specified in Section 6.2. Company SEC Documents means, collectively, the forms, registration statements, reports, schedules and statements filed by the Company under the Exchange Act or the Securities Act prior to the date hereof. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Existing Registration Rights Agreements means (i) the Registration Rights Agreement, dated November 16, 2015 by and among the Company and J.P. Morgan Securities LLC, for itself and as representative of the several initial purchasers listed in Schedule 1 thereto, and (ii) the Registration Rights Agreement among Teekay Corporation, Tradewinds Trust Co. Ltd., as Trustee for the Cirrus Trust, and Worldwide Trust Services Ltd., as Trustee for the JTK Trust. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or that exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the Company, its subsidiaries or any of their respective Properties. Indemnified Party has the meaning specified in Section 6.3. Indemnifying Party has the meaning specified in Section 6.3. Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. Lien means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority or other encumbrance upon or with respect to any property of any kind; provided, however, that any charter or services contracts to which the Companys vessels are subject shall not be deemed Liens. Margin Loan Agreement has the meaning specified in Section 3.3(d). Material Adverse Effect means any change, event or effect that, individually or together with any other changes, events or effects, has a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of the Company Entities, taken as a whole or (ii) the ability of the Company Entities to perform their obligations under the Operative Documents; provided, however, that a Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or relates to (w) the announcement of the transactions contemplated by this Agreement or the satisfaction of the obligations set forth herein, (x) a general deterioration in the economy or changes in the general state of the industries in which the Company operates, except to the extent that the Company, taken as a whole, is adversely

Definitions from Amended and Restated Forbearance Agreement

This Amended and Restated Forbearance Agreement (this Agreement) is entered into as of May 26, 2016, by and among Hercules Offshore, Inc., a Delaware corporation (the Borrower), the Subsidiary Guarantors, Jefferies Finance LLC, as administrative agent (in such capacity, the Administrative Agent) and collateral agent (in such capacity, the Collateral Agent) and the Lenders signatory hereto. Any capitalized terms not specifically defined herein will have the meaning ascribed to them in the Credit Agreement.

Definitions. As used herein, the following terms shall have the respective meanings set forth below: Claims shall mean claims, actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or any other claims whatsoever (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment). Forbearance Default shall mean (i) the occurrence of any Event of Default other than the Specified Defaults; (ii) the failure of any Loan Party to comply timely with any term, condition, or covenant set forth in this Agreement; (iii) the failure of any representation or warranty made by any Loan Party under or in connection with this Agreement to be true and complete as of the date when made; (iv) the failure of the Administrative Agent to receive a voluntary prepayment of the Loans within 3 Business Days after the delivery of the written instruction by the Administrative Agent to the Escrow Agent to distribute all of the funds in the Escrow Account to the Administrative Agent to prepay the Loans pursuant to Section III(d) of the Escrow Agreement in an amount equal to $200,000,000 due on such prepaid Loans and all accrued and unpaid interest due on such prepaid Loans; (v) the termination of the Restructuring Support Agreement; or (vi) there is a change, modification, supplement or amendment to the Restructuring Support Agreement or any version of the Plan in connection with the Chapter 11 Cases (including, without limitation, any change to the expense reimbursement obligations or general releases contemplated by the Restructuring Support Agreement as in effect on the date hereof) that is (A) materially adverse to the benefits and rights of the Administrative Agent and the Collateral Agent (it being understood and agreed that any change, modification or supplement to the scope of the expense reimbursement obligations or general releases in favor of the Administrative Agent and Collateral Agent contemplated by the Restructuring Support Agreement that is adverse in any respect to the Administrative Agent or the Collateral Agent shall be deemed to be materially adverse to the benefits and rights of the Administrative Agent and Collateral Agent) and (B) treats the Administrative Agent and the Collateral Agent materially inconsistent with the treatment of the Lenders, without the written consent of the Administrative Agent and the Collateral Agent. Forbearance Effective Date shall mean the date on which all of the conditions precedent set forth in Section 6 hereof (each of which (other than Section 7(a) and Section 7(b); provided, that the payment condition set forth in Section 7(b) may be extended by the Administrative Agent in its sole discretion) may be waived by the Required Lenders in their sole discretion) have been met to the satisfaction of the Required Lenders. Forbearance Period shall mean (a) prior to the commencement of the Chapter 11 Cases, the period beginning on the Forbearance Effective Date and ending on the earlier to occur of, unless otherwise mutually agreed in writing by the Borrower and the Required Lenders (with written notice to the Administrative Agent and the Collateral Agent and, solely in the case of clause (vi) in the definition of Forbearance Default, with the written consent of the Administrative Agent and the Collateral Agent): (i) the termination of the Forbearance Period as a result of any Forbearance Default and (ii) 11:59 p.m. (New York City time) on June 6, 2016 and (b) on or after the commencement of the Chapter 11 Cases, (x) with respect to the Debtor Loan Parties, the period beginning on the Forbearance Effective Date and ending on the earlier to occur of, unless otherwise mutually agreed in writing by the Borrower and the Required Lenders (with written notice to the Administrative Agent and the Collateral Agent and, solely in the case of clause (vi) in the definition of Forbearance Default, with the written consent of the Administrative Agent and the Collateral Agent): (i) the termination of the Forbearance Period as a result of any Forbearance Default and (ii) the date that is one Business Day after the Petition Date with respect to each Debtor Loan Party and (y) with respect to the Non-Debtor Loan Parties, the period beginning on the Forbearance Effective Date and ending on the earlier to occur of, unless otherwise mutually agreed in writing by the Borrower and the Required Lenders (with written notice to the Administrative Agent and the Collateral Agent): (i) the Plan Effective Date, (ii) the termination of the Restructuring Support Agreement and (iii) the termination of the Forbearance Period with respect to the Debtor Loan Parties under the foregoing clause (b)(x)(i) as a result of any Forbearance Default. Lender Parties shall mean (a) the Lenders, (b) the Administrative Agen

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of October 28, 2015, by and among Asbury Automotive Group, Inc., a Delaware corporation (the Company), the guarantors set forth on the signature pages hereto (each a Guarantor and collectively, the Guarantors), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (collectively, the Initial Purchasers), each of whom has agreed to purchase from the Company $200,000,000 in aggregate principal amount of the Companys 6.0% Senior Subordinated Notes due 2024 (the Notes), fully and unconditionally guaranteed by the Guarantors (the Guarantees), pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein together referred to as the Securities.

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Advice: As defined in Section 6(c) hereof. Agreement: As defined in the preamble hereto. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Company: As defined in the preamble hereto. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that are validly tendered by Holders thereof pursuant to the Exchange Offer. Exchange Act: The Securities Exchange Act of 1934. Exchange Date: As defined in Section 3(a) hereto. Exchange Offer: The registration by the Company and the Guarantors under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company and the Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exchange Securities: The $200,000,000 in aggregate principal amount of the Companys 6.0% Senior Subordinated Notes due 2024, of the same series under the Indenture as the Transfer Restricted Securities and the Guarantees attached thereto, issuable to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. FINRA: The Financial Industry Regulatory Authority, Inc. Guarantees: As defined in the preamble hereto. Guarantors: As defined in the preamble hereto. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of December 4, 2014 (as supplemented by the First Supplemental Indenture, dated as of July 29, 2015 and the Second Supplemental Indenture, dated as of October 28, 2015), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the Trustee), pursuant to which the Securities are being issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Purchasers: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Securities to the Initial Purchasers pursuant to the Purchase Agreement. Interest Payment Date: As defined in the Indenture and the Securities. Notes: As defined in the preamble hereto. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Purchase Agreement: As defined in the preamble hereto. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities: As defined in the preamble hereto. Securities Act: The Securities Act of 1933. Shelf Registration Statement: As defined in Section 4(a) hereof. Special Interest: As defined in Section 5 hereof. Special Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date. Transfer Restricted Securities: The Securities; provided that the Securities shall cease to be Transfer Restricted Securities on the ea