2008 Uses in Defined Terms Clause

Defined Terms from Amended and Restated Credit Agreement

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 24, 2016 (this "Credit Agreement"), among CPI AEROSTRUCTURES, INC., a New York corporation (the "Borrower"), BANKUNITED, N.A., a national banking association, as Sole Arranger, Agent, Lender and Swap Provider and the other financial institutions from time to time parties hereto as lenders (collectively, the "Lenders"), BANKUNITED, N.A., a national banking association, as administrative agent and collateral agent for the Lenders and the Swap Provider hereunder (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively and each an "Agent").

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "A-10 Contract Reimbursement Payment": shall mean any modification, contract reduction, contract reimbursement, penalty, refund or damage payments or other similar fees, damages, refunds or other amounts payable in connection with the foregoing, including (without limitation) any related income tax refund in connection therewith, in each case with respect to or derived from the modification and adjustment of the 2008 contract with The Boeing Company with respect to the Boeing A-10 Wing Replacement Program. "Accounts": shall mean those accounts arising out of the sale or lease of goods or the rendition of services by the Borrower and its Subsidiaries, as same may be more fully described in the Security Documents. "Account Debtor": shall mean the Person who is obligated on or under an Account. "Acquisition": shall have the meaning set forth in the definition of "Permitted Acquisition". "Administrative Agent": as defined in the preamble hereto, and shall include any successor appointed in accordance with Section 9.9. "Affiliate": of any Person, (a) any other Person (other than a wholly owned Subsidiary of such Person) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or (b) any other Person who is a director or officer of (i) such Person, (ii) any Subsidiary of such Person or (iii) any Person described in clause (a) above. For purposes of this definition, a Person shall be deemed to be "controlled by" such other Person if such other Person possesses, directly or indirectly, power either to (A) vote 10% or more of the securities or other equity interest having ordinary voting power for the election of directors of such first Person or (B) direct or cause the direction of the management and policies of such first Person whether by contract or otherwise.

Defined Terms from Guaranty and Pledge Agreement

GUARANTY AND PLEDGE AGREEMENT dated as of July 25, 2014 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) made by CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (Holdings), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity, the Agent) for the lenders (the Lenders) parties to the Third Amended and Restated Credit Agreement, dated as of July 25, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time, the Credit Agreement), among Holdings, Caesars Entertainment Operating Company, Inc., a Delaware corporation (the Borrower), the Lenders party thereto from time to time, the Agent, and the other parties named therein.

Defined Terms. Unless otherwise defined herein, terms that are defined in the Credit Agreement and used herein are so used as so defined, and the following terms shall have the following meanings: Agreement: this Guaranty and Pledge Agreement, as amended, restated, supplemented, waived or otherwise modified from time to time. Applicable Representative: the Agent; provided that from and after the effectiveness of a Holdco Intercreditor Agreement, the Applicable Representative shall have the meaning ascribed thereto in the Holdco Intercreditor Agreement. Authorized Representative: (i) the Administrative Agent with respect to the Credit Agreement and (ii) any duly authorized representative of any Guaranteed Party under any Other Holdco Guaranteed Agreement designated as Authorized Representative for any Guaranteed Party in an Other Holdco Guaranty Party Consent delivered to the Agent. Claim Amount: an amount equal to 100% of the unpaid amount of the outstanding Holdco Guaranteed Obligations owing to the Guaranteed Parties after the exhaustion of all Remedies and receipt of all consideration from the Borrower and its subsidiaries on account of the Holdco Guaranteed Obligations in connection therewith (it being understood that, in the event of a chapter 11 case, the consideration received with respect to any Guaranteed Party will be deemed to be that determined or ascribed in the plan of reorganization in respect of such Guaranteed Party on the effective date of such plan). Collateral: the Pledged Equity and all Proceeds thereof. Credit Agreement Loan Documents: the Loan Documents other than the Other Holdco Guaranteed Agreements. Credit Agreement Holdco Secured Parties: each Lender with an outstanding Holdco Guaranteed Loan and the Agent. Gaming Authorities: in any jurisdiction in which the Borrower or any of its subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory body or agency which (a) has, or may at any time after the date hereof have, jurisdiction over the gaming activities at the property or any successor to such authority or (b) is, or may at any time after the date hereof be, responsible for interpreting, administering and enforcing the Gaming Laws. Gaming Laws: all applicable constitutions, treaties, laws, rates, regulations and orders and statutes pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming, gambling or casino activities and all rules, rulings, orders, ordinances, regulations of any Gaming Authority applicable to the gambling, casino or gaming business or activities of the Borrower or any of its subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities. Guaranteed Amount: (a) with respect to the Holdco Guaranteed Loans in effect on Amendment Effective Date, 100% of the principal amount of such Holdco Guaranteed Loans; (b) with respect to Holdco Guaranteed Loans constituting Incremental Term Loans incurred or guaranteed after the Amendment Effective Date, the applicable amount specified in the Incremental Assumption Agreement with respect thereto; and (c) with respect to any Holdco Guaranteed Other Obligations, the applicable amount specified in the Other Holdco Guaranteed Agreement with respect thereto. Guaranteed Parties: (a) the Credit Agreement Holdco Secured Parties, (b) the Other Holdco Guaranteed Parties, (c) each counterparty to any Swap Agreement with a Loan Party the obligations under which constitute Swap Agreement Obligations, and (d) the successors and permitted assigns of each of the foregoing. Governmental Authority: any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body. Holdco Event of Default: failure by Holdings to make any payment required hereunder, and such failure shall continue unremedied for a period of five Business Days. For the avoidance of doubt, any Default or Event of Default under any Loan Document shall not constitute a Holdco Event of Default hereunder, and a Holdco Event of Default shall arise hereunder only upon the occurrence of any event specified in the preceding sentence. Holdco Guaranteed Loan Document Obligations: the unpaid principal of and outstanding interest due thereon, in addition to any unpaid post-petition interest (whether or not challenged) on the Holdco Guaranteed Loans made to the Borrower under the Credit Agreement, as and when payable hereunder by Holdings pursuant to paragraph 3; provided that, with respect to any Holdco Guaranteed Loan, the principal amount of such Holdco Guaranteed Loan that shall receive the benefit (and be included in the amount) of Holdco Guaranteed Loan Document Obligations shall be the Guaranteed Amount with respect to such Holdco Guaranteed Loan. Holdco Guaranteed Loans: Term B-4-B Loans, Term B-5-B Loans

Defined Terms from Guaranty and Pledge Agreement

GUARANTY AND PLEDGE AGREEMENT dated as of July 25, 2014 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) made by CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (Holdings), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity, the Agent) for the lenders (the Lenders) parties to the Third Amended and Restated Credit Agreement, dated as of July 25, 2014 (as amended, restated, supplemented, waived or otherwise modified from time to time, the Credit Agreement), among Holdings, Caesars Entertainment Operating Company, Inc., a Delaware corporation (the Borrower), the Lenders party thereto from time to time, the Agent, and the other parties named therein.

Defined Terms. Unless otherwise defined herein, terms that are defined in the Credit Agreement and used herein are so used as so defined, and the following terms shall have the following meanings: Agreement: this Guaranty and Pledge Agreement, as amended, restated, supplemented, waived or otherwise modified from time to time. Applicable Representative: the Agent; provided that from and after the effectiveness of a Holdco Intercreditor Agreement, the Applicable Representative shall have the meaning ascribed thereto in the Holdco Intercreditor Agreement. Authorized Representative: (i) the Administrative Agent with respect to the Credit Agreement and (ii) any duly authorized representative of any Guaranteed Party under any Other Holdco Guaranteed Agreement designated as Authorized Representative for any Guaranteed Party in an Other Holdco Guaranty Party Consent delivered to the Agent. Claim Amount: an amount equal to 100% of the unpaid amount of the outstanding Holdco Guaranteed Obligations owing to the Guaranteed Parties after the exhaustion of all Remedies and receipt of all consideration from the Borrower and its subsidiaries on account of the Holdco Guaranteed Obligations in connection therewith (it being understood that, in the event of a chapter 11 case, the consideration received with respect to any Guaranteed Party will be deemed to be that determined or ascribed in the plan of reorganization in respect of such Guaranteed Party on the effective date of such plan). Collateral: the Pledged Equity and all Proceeds thereof. Credit Agreement Loan Documents: the Loan Documents other than the Other Holdco Guaranteed Agreements. Credit Agreement Holdco Secured Parties: each Lender with an outstanding Holdco Guaranteed Loan and the Agent. Gaming Authorities: in any jurisdiction in which the Borrower or any of its subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory body or agency which (a) has, or may at any time after the date hereof have, jurisdiction over the gaming activities at the property or any successor to such authority or (b) is, or may at any time after the date hereof be, responsible for interpreting, administering and enforcing the Gaming Laws. Gaming Laws: all applicable constitutions, treaties, laws, rates, regulations and orders and statutes pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming, gambling or casino activities and all rules, rulings, orders, ordinances, regulations of any Gaming Authority applicable to the gambling, casino or gaming business or activities of the Borrower or any of its subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities. Guaranteed Amount: (a) with respect to the Holdco Guaranteed Loans in effect on Amendment Effective Date, 100% of the principal amount of such Holdco Guaranteed Loans; (b) with respect to Holdco Guaranteed Loans constituting Incremental Term Loans incurred or guaranteed after the Amendment Effective Date, the applicable amount specified in the Incremental Assumption Agreement with respect thereto; and (c) with respect to any Holdco Guaranteed Other Obligations, the applicable amount specified in the Other Holdco Guaranteed Agreement with respect thereto. Guaranteed Parties: (a) the Credit Agreement Holdco Secured Parties, (b) the Other Holdco Guaranteed Parties, (c) each counterparty to any Swap Agreement with a Loan Party the obligations under which constitute Swap Agreement Obligations, and (d) the successors and permitted assigns of each of the foregoing. Governmental Authority: any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body. Holdco Event of Default: failure by Holdings to make any payment required hereunder, and such failure shall continue unremedied for a period of five Business Days. For the avoidance of doubt, any Default or Event of Default under any Loan Document shall not constitute a Holdco Event of Default hereunder, and a Holdco Event of Default shall arise hereunder only upon the occurrence of any event specified in the preceding sentence. Holdco Guaranteed Loan Document Obligations: the unpaid principal of and outstanding interest due thereon, in addition to any unpaid post-petition interest (whether or not challenged) on the Holdco Guaranteed Loans made to the Borrower under the Credit Agreement, as and when payable hereunder by Holdings pursuant to paragraph 3; provided that, with respect to any Holdco Guaranteed Loan, the principal amount of such Holdco Guaranteed Loan that shall receive the benefit (and be included in the amount) of Holdco Guaranteed Loan Document Obligations shall be the Guaranteed Amount with respect to such Holdco Guaranteed Loan. Holdco Guaranteed Loans: Term B-4-B Loans, Term B-5-B Loans

Defined Terms from Reimbursement Agreement

This Reimbursement Agreement dated as of July 8, 2014 (as amended, modified or restated from time to time, this Agreement), is between REG Geismar, LLC, a Delaware limited liability company f/k/a Dynamic Fuels, LLC (the Company) and Bank of America, N.A. (the Bank).

Defined Terms. In addition to the terms defined in the Bond Indenture, the following terms shall have the meanings set forth below: Affiliate means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise. Agreement has the meaning set forth in the introductory paragraph hereof. Audited Financial Statements means the audited consolidated balance sheet of REGI for the fiscal year ended December 31, 2013, and the related consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year of REGI including the notes thereto. Authorized Representative means any person authorized from time to time in writing by the Company, or its successors and assigns, to perform a designated act or execute a designated document. Bank means Bank of America, N.A., and its successors and assigns. Base Rate means, for any day, a fluctuating rate of interest per annum equal to the greatest of (i) the Prime Rate in effect at such time, (ii) the Federal Funds Rate in effect at such time plus one and one-half percent (1.50%) and (iii) the LIBOR Rate in effect at such time plus two percent (2.00%). Bond Indenture means the Indenture of Trust dated as of October 1, 2008 by and between the Bond Trustee and the Issuer, as modified, amended or supplemented from time to time. Bond Trustee means The Bank of New York Mellon Trust Company, N.A., or a successor trustee appointed pursuant to the terms of the Bond Indenture. Bonds means the $100,000,000 aggregate principal amount of Louisiana Public Facilities Authority Revenue Bonds (Dynamic Fuels, LLC Project) Series 2008. Business Day shall have the same meaning herein as in the Letter of Credit. Cash Collateral means collateral for the Obligations in the form of cash or cash equivalents maintained by REGC with the Bank in an amount not less than the available amount to be drawn under the Letter of Credit plus, without duplication, the principal amount of Pledged Bonds. Change in Law means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued. Closing Date shall have the meaning specified in Section 4.01(a) hereof. Code means the Internal Revenue Code of 1986. Collateral shall mean the Pledged Bond Collateral and the Cash Collateral. Conversion Date means the date on which the interest rate borne by the Bonds is converted to a rate other than the Daily Rate or the Weekly Rate. Daily Rate has the meaning set forth in the Bond Indenture. Debt of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (d) the capitalized portion of a capital lease that would appear on a balance sheet of such Person as lessee under capital leases in accordance with GAAP, (e) all Debt (excluding prepaid interest thereon) of others secured by a lien on any asset of such Person, whether or not such Debt is assumed by such Person, (f) all guarantees by such Person of Debt of other Persons, (g) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds and similar instruments and (h) all net obligations of such Person under any rate swap transactions, basis swap

Defined Terms from Agreement

THIS SHAREHOLDERS' AGREEMENT, dated as of March 16, 2014 (this "Agreement"), among Matthews International Corporation, a Pennsylvania corporation (the "Company"), each of the shareholders of the Company whose name appears on the signature pages hereto and any person who becomes a party pursuant to Section 2.1(b)(i) hereof (each, a "Shareholder" and, collectively, the "Shareholders"), and David S. Schawk, in his capacity as the Family Representative (as defined herein).

Defined Terms. Capitalized terms when used in this Agreement have the following meanings: "Advice" has the meaning set forth in Section 5.3. "Agreement" has the meaning set forth in the preamble. "Applicable Law" means, with respect to any Person, any Law applicable to such Person, its assets, properties, operations or business. "Beneficial Owner" or "Beneficially Own" has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance). "Board" has the meaning set forth in Section 1.1. "Business Day" means a day on which banks are generally open for normal business in Pittsburgh, Pennsylvania, which day is not a Saturday or a Sunday. "Cause" has the meaning given to that term in any written employment agreement between the Company and David S. Schawk; provided, however, that if no such agreement exists or no such definition is set forth in any such agreement, then for purposes of this Agreement, "Cause" shall mean (i) the commission by David S. Schawk of any misdemeanor involving and evidencing fraud or of any felony; (ii) embezzlement; (iii) a determination by the Board of Directors of the Company, in good faith and in the reasonable exercise of its discretion, that David S. Schawk is or has been guilty of dishonesty, misconduct or willful and substantial nonperformance of his duties, or (iv) without the Board of Directors of the Company's prior written consent, intentional disclosure by David S. Schawk of any confidential information or proprietary information relating to the Company or its business. "Closing" shall have the meaning set forth in the Merger Agreement. "Closing Date" shall have the meaning set forth in the Merger Agreement. "Company" has the meaning set forth in the preamble. "Company Common Stock" has the meaning set forth in the recitals. "Contract" means any contract, lease, license, indenture, trust agreement, loan, note, agreement or other legally binding commitment, arrangement or undertaking (whether written or oral and whether express or implied). "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, corporation, limited or general partnership, limited liability company or other legal entity, whether through the ability to exercise voting power, by contract or otherwise. "Core Shareholder" shall mean David S. Schawk, Teryl Schawk, David S. Schawk's spouse, and any corporation, partnership, limited liability company, trust, guardianship, custodianship or other fiduciary arrangement Controlled by either of David S. Schawk or Teryl Schawk other than the David and Teryl Schawk Family Foundation or any trust held under the terms of the David A. Schawk 2008 Family Trust. "Demand Registration" means either the Initial Demand Registration or the Second Demand Registration, as the context requires. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Defined Terms from Agreements

CREDIT AGREEMENT dated as of June 27, 2001, as amended and restated as of March 14, 2014 (this Agreement), among RITE AID CORPORATION, a Delaware corporation, the LENDERS party hereto and CITICORP NORTH AMERICA, INC. as Administrative Agent and Collateral Agent.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 2008 Amendment and Restatement Agreement means the Amendment and Restatement Agreement dated as of July 9, 2008, among the Borrower, the

Defined Terms from Investment Agreement

This INVESTMENT AGREEMENT (this Agreement), dated November 10, 2011, is among Navigator Holdings Ltd., a corporation organized under the Laws of the Republic of the Marshall Islands (the Company), WL Ross & Co. LLC, a Delaware limited liability company (WLR), and the Persons signing this Agreement as Investors on the signature page hereto (each, an Investor and collectively, the Investors and, together with WLR, the WLR Group), each of which is an entity sponsored by, or an Affiliate of, WLR.

Defined Terms. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated when used in this Agreement with initial capital letters: 2008 Plan means the Companys 2008 Restricted Stock Plan. Affiliate means 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. For this purpose, control (including, with correlative meanings, the terms controlling, 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 or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. Audited Financial Statements means, as applicable, the audited financial statements referred to in Section 3.6(a) or Section 5.8(a). Beneficial Owner or Beneficially Own has the meaning given to such terms under Rule 13d-3 of the Exchange Act. Board means the Board of Directors of the Company. Business Day means any day that is not a Saturday, Sunday or other day on which banks in London, England or New York, New York, USA, are required or authorized to close. Closing means, as the context requires, the Initial Closing or a Subsequent Closing. Closing Date means, as the context requires, the Initial Closing Date or a Subsequent Closing Date. Code means the U.S. Internal Revenue Code of 1986. Common Shares means the Companys common shares, par value $0.01 per share. Company Group means the Company and its Subsidiaries. Constituent Documents means, with respect to any Person, the articles of incorporation and bylaws or comparable constituent documents of such Person. Convertible Securities means all securities exercisable or exchangeable for, convertible into or representing a right to purchase Common Shares or other Voting Securities. Current Market Price means the fair market value per Common Share at the applicable time as determined by the Board and approved by the Investors, which approval shall be a condition to the fixing of a record date and declaration of a dividend or distribution contemplated by Section 2.3(b), other than dividends and distributions excluded by clause (i) or (ii) of the parenthetical in the first sentence of Section 2.3(b). Exchange Act means the U.S. Securities and Exchange Act of 1934. Excluded Stock means issuances of Common Shares or Convertible Securities or options therefor issued or granted to employees, officers, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to any employee benefit plan, stock grant, stock option plan or purchase plan or stock option exchange plan or other employee stock incentive or similar agreement in existence on the date hereof (including the 2008 Plan) or approved by Majority Vote. Financial Statements means the applicable Audited Financial Statements and Unaudited Financial Statements. Fully Diluted means giving effect to the exercise, exchange or conversion of all Convertible Securities. GAAP means United States generally accepted accounting principles and practices as of the date hereof and applied consistently throughout the periods involved. Governmental Entity means any (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (b) governmental or quasi-governmental agency, taxing authority and any court or other tribunal (foreign, federal, state or local), or (c) Person or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature. Indebtedness means, without duplication:

Defined Terms from Investment Agreement

This INVESTMENT AGREEMENT (this Agreement), dated February 15, 2013, is among Navigator Holdings Ltd., a corporation organized under the Laws of the Republic of the Marshall Islands (the Company), WL Ross & Co. LLC, a Delaware limited liability company (WLR), the Persons signing this Agreement as WLR Investors on the signature page hereto (each a WLR Investor and collectively, the WLR Investors and, together with WLR, the WLR Group), each of which is an entity sponsored by or an Affiliate of WLR, and the Persons signing this Agreement as Other Investors on the signature page hereto (each, an Other Investor and collectively, the Other Investors). The WLR Investors and the Other Investors are collectively referred to herein as Investors.

Defined Terms. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated when used in this Agreement with initial capital letters: 2008 Plan means the Companys 2008 Restricted Stock Plan. 2012 Bonds means the 9.0% Navigator Holdings Ltd. Senior Unsecured Callable Bond Issue 2012/2017 bonds issued pursuant to the Bond Agreement, dated December 14, 2012, between the Company (as Issuer) and Norsk Tillitsmann ASA (as Bond Trustee on behalf of the bondholders). Affiliate means 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. For this purpose, control (including, with correlative meanings, the terms controlling, 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 or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that for purposes of this Agreement and the Amended and Restated Investor Rights Agreement, the Company and its Subsidiaries will not be deemed to be Affiliates of any member of the WLR Group. Amended and Restated Investor Rights Agreement means the Amended and Restated Investor Rights Agreement, dated as of the Closing Date, among the Company and each member of the WLR Group, in substantially the form attached hereto as Exhibit A. Anticipated Delivery Date means, with respect to any APMM Vessel, the expected date of delivery of such APMM Vessel to the Company as identified on Exhibit B hereto. APPM means A.P. Moller-Maersk. APMM Transaction means the acquisition by the Company Group of the APMM Vessels from APMM pursuant to the Framework Agreement and the related transactions entered into in anticipation of, or in connection with, such acquisition, including the transactions contemplated by this Agreement and the Nordea Credit Facility and any other debt financing entered into by any member of the Company Group in connection therewith. APMM Vessels means the vessels to be purchased by the Company Group pursuant to the APMM Transaction, as reflected on Exhibit B hereto, which includes the acquisition price and expected delivery date for each vessel. Beneficial Owner or Beneficially Own has the meaning given to such terms under Rule 13d-3 of the Exchange Act. Board means the Board of Directors of the Company. Business Day means any day that is not a Saturday, Sunday or other day on which banks in London, England or New York, New York, USA, are required or authorized to close. Code means the U.S. Internal Revenue Code of 1986. Common Shares means the Companys common shares, par value $0.01 per share. Company Group means the Company and its Subsidiaries. Constituent Documents means, with respect to any Person, the articles of incorporation and bylaws or comparable constituent documents of such Person. Convertible Securities means all securities exercisable or exchangeable for, convertible into or representing a right to purchase Common Shares or other Voting Securities. Exchange Act means the U.S. Securities and Exchange Act of 1934. Framework Agreement means the Framework Agreement, dated as of November 14, 2012, among Maersk Handy Gas Pte Ltd, A.P. Moller Singapore Pte Ltd, Live Oak Company Limited, the Company and Navigator Gas L.L.C. providing for the acquisition of the APMM Vessels pursuant to the APMM Transaction. GAAP means United States generally accepted accounting principles and practices as of the date hereof and applied consistently throughout the periods involved. Governmental Entity means any (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (b) governmental or quasi-governmental agency, taxing authority and any court or other tribunal (foreign, federal, state or local), or (c) Person or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature. Indebtedness means, without duplication:

Defined Terms from Term Loan Agreement

TERM LOAN AGREEMENT (this Agreement), dated as of March 9, 2012, among MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (Holdings), MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), ROYAL BANK OF CANADA, as syndication agent (in such capacity, the Syndication Agent), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. 2008 Exchangeable Senior Note Indenture: the Indenture dated as of March 26, 2008 entered into by the Borrower and Holdings in connection with the issuance of the 2008 Exchangeable Senior Notes in the principal amount of $82,000,000, together with all instruments and other agreements entered into by Borrower or Holdings in connection therewith. 2008 Exchangeable Senior Notes: the exchangeable senior notes issued by Borrower pursuant to the 2008 Exchangeable Senior Note Indenture. 2011 Senior Unsecured Note Indenture: the Indenture dated as of April 26, 2011 entered into by the Borrower and MPT Finance Corp. in connection with the issuance of the 2011 Senior Unsecured Notes in the principal amount of $450,000,000, together with all instruments and other agreements entered into by the Borrower and MPT Finance Corp. in connection therewith. 2011 Senior Unsecured Notes: the 6.875% Notes issued by the Borrower pursuant to the 2011 Senior Unsecured Note Indenture. 2012 Senior Unsecured Note Indenture: the Indenture dated as of February 17, 2012 entered into by the Borrower and MPT Finance Corp. in connection with the issuance of the 2012 Senior Unsecured Notes in the principal amount of $200,000,000, together with all instruments and other agreements entered into by the Borrower and MPT Finance Corp. in connection therewith. 2012 Senior Unsecured Notes: the 6.375% Notes issued by the Borrower pursuant to the 2012 Senior Unsecured Note Indenture. ABR: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate for a one month Interest Period 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 Eurodollar Rate for any day shall be based on the rate appearing on Page LIBOR 01 of the Reuters screen (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. For purposes hereof: Prime Rate shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, respectively. ABR Loans: Loans the rate of interest applicable to which is based upon the ABR. Act: as defined in Section 10.17. Additional Senior Unsecured Indenture: the 2012 Senior Unsecured Note Indenture and any other indenture entered into by the Borrower and its Subsidiaries in connection with the issuance of the Additional Senior Unsecured Notes, together with all instruments and other agreements entered into by the Borrower and its Subsidiaries in connection therewith. Additional Senior Unsecured Notes: the 2012 Senior Unsecured Notes and any other senior unsecured notes issued by the Borrower that are pari passu with the Obligations and that are in an amount that would not cause a violation of Section 7.1 or any other provision of this Agreement after giving pro forma effect to the incurrence of the Indebtedness under such notes. Adjusted NOI: for any fiscal period, the NOI (or pro rata share of NOI from any Real Property owned by an unconsolidated Subsidiary or joint venture of the Borrower) from any Real Property and adjusted to remove the effect of recognizing rental income on a straight-line basis over the applicable lease term. Adjustment Date: as defined in the definition of Pricing Grid. Administrative Agent: JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. Affiliate: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Agents: the collective reference to the Syndication Agent and the Administrative Agent. Agreement: as def

Defined Terms from Credit Agreement

CREDIT AGREEMENT dated as of January 20, 2012, among RALCORP HOLDINGS, INC., a Missouri corporation, the Lenders party hereto and BARCLAYS BANK PLC, as Administrative Agent.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 2008 Indenture means the Indenture as defined in the Pledge Agreement as such Indenture is in effect on the Effective Date, or as is otherwise amended in a manner that is not materially adverse to the Lenders. 2009 Indenture means the Senior Secured Indenture, dated as of August 14, 2009, among the Borrower, its Subsidiaries parties thereto and Deutsche Bank Trust Company Americas, as trustee, as in effect on the Effective Date, or as otherwise amended in a manner that is not materially adverse to the Lenders. ABR, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. Accounts Receivable Financing Program means a program of sales or securitization of, or transfers of interests in, accounts receivable and related contract rights by the Borrower or any Subsidiary on a limited recourse basis pursuant to which the aggregate amount of financing thereunder at any time outstanding shall not exceed an amount equal to 10% of (a) the amount of total consolidated assets of the Borrower and its Subsidiaries as of the most recent Fiscal Quarter end for which financial statements have been delivered by the Borrower pursuant to Section 5.01(a) or (b), as applicable, minus (b) the aggregate amount of goodwill and other intangible assets of the Borrower and its Subsidiaries as of such Fiscal Quarter end, in each case as reflected on such financial statements, provided that such sale or transfer qualifies as a sale under Agreement Accounting Principles. Acquisition Credit Agreement means the Credit Agreement dated as of October 3, 2011, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. Adjusted EBITDA means, for any applicable computation period, the sum of (a) EBIT for such period plus (b) the Borrowers and its Subsidiaries amortization and depreciation deducted in determining Net Income for such period; provided, however, that Adjusted EBITDA shall be calculated (i) giving pro forma effect to any Permitted Purchase during such period as though such Permitted Purchase occurred on the first day of such period and (ii) by subtracting (adding) all equity earnings (losses) attributable to the Borrowers ownership interest in Vail Resorts, Inc. for such period. Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing (or, as applicable, for purposes of determining the Alternate Base Rate with respect to any ABR Borrowing) for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. Administrative Agent means Barclays Bank PLC, in its capacity as administrative agent for the Lenders hereunder. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Agent means each of the Administrative Agent, the Lead Arrangers, the Documentation Agents and the Syndication Agent. Agreement means this Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time. Agreement Accounting Principles means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with those used in preparing the Financial Statements; provided, however, that for purposes of all computations required to be made with respect to compliance by the Borrower with Section 6.17, such term shall mean GAAP as in effect on the date hereof, applied in a manner consistent with those used in preparing the Financial Statements. Alternate Base Rate means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate for deposits in Dollars for a one month Interest Period 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 Adjusted LIBO Rate for any Business Day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page 1 (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 Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. Applicable Rate means, for any day, with