25% Uses in Defined Terms Clause

Defined Terms from Collateral Agent

SECURED CREDIT AGREEMENT dated as of August 5, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among XL GROUP LTD, an exempted company incorporated in Bermuda with limited liability ("XL Group"), XLIT LTD., an exempted company incorporated in the Cayman Islands with limited liability ("XLIT"), X.L. AMERICA, INC., a Delaware corporation ("XL America"), XL BERMUDA LTD, an exempted company incorporated in Bermuda with limited liability ("XL Bermuda"), XL RE EUROPE SE, a European public limited liability company registered in Ireland ("XL Re Europe"), XL INSURANCE COMPANY SE, a European public limited liability company registered in England and Wales ("XL Insurance"), XL LIFE LTD, an exempted company incorporated in Bermuda with limited liability ("XL Life"), CATLIN INSURANCE COMPANY (UK) LTD., a private limited company incorporated in England and Wales ("Catlin Insurance") and CATLIN RE SWITZERLAND LTD., a company limited by shares org

Defined Terms. As used in this Agreement, the following terms have the meanings specified or as referenced below:"Account" shall have the meaning assigned to such term in the Pledge Agreement."Account Parties" shall have the meaning assigned to such term in the introductory paragraph of this Agreement, and shall include any Successor Account Party and any Person that becomes an Account Party pursuant to Section 10.04(g) hereof."Account Party Jurisdiction" means (a) Bermuda, (b) the Cayman Islands, (c) Ireland, (d) Switzerland, (e) England and Wales, (f) the United States and (g) any other country in which a Person that becomes an Account Party pursuant to Section 10.04(g) hereof is incorporated or formed."Adjusted LIBO Rate" means an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the one month LIBO Rate multiplied by (b) the one month Statutory Reserve Rate; provided that, if such rate is below zero, the Adjusted LIBO Rate shall be deemed to be zero."Administrative Agent" means The Bank of Tokyo-Mitsubishi UFJ, Ltd. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder."Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent."Advance Rate" means for any category of cash or obligation or investment specified below in the column entitled "Cash and Eligible Assets" (other than cash, the "Eligible Assets"), the percentage set forth opposite such category of cash or Eligible Assets below in the column entitled "Advance Rate" and, in each case, subject to the original term to maturity criteria set forth therein:Cash and Eligible AssetsAdvance Rate Cash and Cash Equivalents Denominated in Dollars, EU Cash and GB Cash100% U.S. Commercial Paper (Rating A1/P1 or better, Non-convertible, Maximum 30 day maturity)98% U.S. Government Bills, Notes, Bonds, U.S. Government Sponsored Agency Securities and US-TIPS Maturity less than 2 years98%Maturity 2 years to 10 years95%Maturity over 10 years93% U.S. Corporate Bonds (Rating AAA/Aaa or better, Non-convertible, Non-financial) Maturity less than 5 years95%Maturity 5 years to 10 years90%Maturity over 10 years85% U.S. Corporate Bonds (Rating AA-/Aa3 or better, Non-convertible, Non-financial) Maturity less than 5 years90%Maturity 5 years to 10 years85%Maturity over 10 years80% U.S. Corporate Bonds (Rating A-/A3 or better, Non-convertible, Non-financial) Maturity less than 11 years80% U.S. Municipal Bonds (Rating AA-/Aa3 or better, Non-convertible, GO bonds only) Maturity less than 5 years95%Maturity 5 years or longer90% Supranational Securities (Rating AAA/Aaa or better, Non-convertible) Maturity less than 2 years95%Maturity 2 years to 10 years90%Maturity over 10 years85% US-GNMAMBS, US-FNMAMBS and US-FHLMCMBS Maturity less than 5 years98%Maturity 5 years to 10 years95%Maturity over 10 years93% DE-NOTE2, DE NOTE5.5 DE-BOND, GB-GILT, FR-BTF, FR-BTAN and FR-OAT (Rating AA-/Aa3 or better) Maturity less than 5 years95%Maturity 5 years to 10 years93%Maturity over 10 years and less than 30 years90% For purposes of this definition of "Advance Rate", if any Eligible Asset is provided a rating by more than one Rating Agency, then the lower of all such ratings shall be used. As used in this Agreement, "EU Cash" shall mean the lawful currency of the member states of the European Union that adopt the single currency in accordance with the EC Treaty, "GB Cash" shall mean the lawful currency of the United Kingdom, "GB-GILT" shall mean fixed coupon, sterling denominated negotiable debt obligations issued by either the Bank of England (prior to April 1, 1998) or Her Majesty's Treasury (after April 1, 1998) backed by the credit of the United Kingdom of Great Britain and Northern Ireland with initial maturity of greater than 365 days when issued, "DE-NOTE2" shall mean negotiable debt obligations issued pursuant to Artikel 115 Grundgesetz and backed by Federal Republic of Germany, having an original maturity at issuance of 2 years, "DE-NOTE5.5" shall mean negotiable debt obligations issued pursuant to Artikel 115 Grundgesetz and backed by Federal Republic of Germany, having a maturity at issuance of 5.5 years, "DE-BOND" shall mean negotiable debt obligations issued pursuant to Artikel 115 Grundgesetz and backed by Federal Republic of Germany, having a maturity at issuance of 10 to 30 years, "FR-BTF" shall mean discount debt securities issued by the French Treasury having an initial maturity at issuance of 13, 26 or 52 weeks, "FR-BTAN" shall mean fixed interest debt securities issued by the French Treasury having an initial maturity at issuance of 2 or 5 years, "FR-OAT" shall mean fixed or floating interest debt securities issued by the French Treasury having an initial maturity at issuance of between 4 and 30 years, provided that any floating rate OATs (i.e. OATs that are indexed to the Consumer Price Index (OATi's)) and OATs that are linked to the TEC10 i

Defined Terms from Second Lien Credit Agreement

This SECOND LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender").

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:"Acceptable Discount" has the meaning set forth in Section 2.05(a)(v)(D)(2)."Acceptable Prepayment Amount" has the meaning set forth in Section 2.05(a)(v)(D)(3)."Acceptance and Prepayment Notice" means a notice of the Borrower's acceptance of the Acceptable Discount in substantially the form of Exhibit E-3."Acceptance Date" has the meaning set forth in Section 2.05(a)(v)(D)(2)."Acquisition" has the meaning set forth in the preliminary statements to this Agreement."Acquisition Agreement" has the meaning set forth in the preliminary statements to this Agreement."Additional Lender" has the meaning set forth in Section 2.14(c)."Additional Refinancing Lender" means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.15; provided that (x) each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved Fund and (ii) the Borrower and (y) any such Additional Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Section 10.07(k), mutatis mutandis, to the same extent as if such Credit Agreement Refinancing Indebtedness and related Obligations had been obtained by such Lender by way of assignment."Administrative Agent" means MSSF, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent."Administrative Agent's Office" means the Administrative Agent's address and account as set forth on Schedule 10.02(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders."Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent."Advisors" has the meaning set forth in Section 10.08."Affected Class" has the meaning set forth in Section 3.07(a)."Affiliate" means, with respect to any 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. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto."Affiliated Lender" means, at any time, any Lender that is the Sponsor (including portfolio companies of the Sponsor notwithstanding the exclusion in the definition of "Sponsor"), Par Capital or a Non-Debt Fund Affiliate (other than, in any case, Parent, the Borrower or any of their respective Subsidiaries and other than any Debt Fund Affiliate)."Affiliated Lender Assignment and Assumption" has the meaning set forth in Section 10.07(k)(ii)."Affiliated Lender Cap" has the meaning set forth in Section 10.07(k)(iv)."Agent Parties" has the meaning set forth in Section 10.02(b)."Agent-Related Persons" means the Agents, together with their respective Affiliates, officers, directors, employees, partners, agents, advisors and other representatives."Agents" means, collectively, the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners."Aggregate Commitments" means the Commitments of all the Lenders."Agreement" means this Second Lien Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time."Amendment No. 1" means the Amendment No. 1 to Second Lien Credit Agreement dated as of May 9, 2016, by and among the Borrower, Holdings, the other Guarantors party thereto, the Lenders party thereto and the Administrative Agent."Amendment No. 1 Effective Date" means "Amendment Effective Date" as defined in the Amendment No. 1. "Amendment Transactions" means, collectively, (a) the GEE Acquisition and (b) the payment of any fees or expenses incurred or paid by Parent, Holdings, the Borrower or any of their respective Subsidiaries in connection with the GEE Acquisition and Amendment No. 1. "Annual Financial Statements" means the audited consolidated balance sheets of each of the Borrower and Target, in each case as of December 31, 2012, December 31, 2013 and December 31, 2014, and the respective related consolidated statements of income and statements of cash flows for each of the Borrower and Target for the respective fiscal years then ended."Applicable Discount" has the meaning set forth in Secti

Defined Terms from First Lien Credit Agreement

This FIRST LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender), MORGAN STANLEY SENIOR FUNDING, INC., as L/C Issuer, and MORGAN STANLEY SENIOR FUNDING, INC., as Swing Line Lender.

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Acceptable Discount has the meaning set forth in Section 2.05(a)(v)(D)(2). Acceptable Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(D)(3). Acceptance and Prepayment Notice means a notice of the Borrowers acceptance of the Acceptable Discount in substantially the form of Exhibit E-3. Acceptance Date has the meaning set forth in Section 2.05(a)(v)(D)(2). Acquisition has the meaning set forth in the preliminary statements to this Agreement. Acquisition Agreement has the meaning set forth in the preliminary statements to this Agreement. Additional Lender has the meaning set forth in Section 2.14(c). Additional Refinancing Lender means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.15; provided that (x) each Additional Refinancing Lender shall be subject to the approval of (i) (A) in the case of Refinancing Term Loans, the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved Fund or (B) in the case of Refinancing Revolving Credit Commitments, the Administrative Agent, the Swing Line Lender and the L/C Issuer, such approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional Refinancing Lender is not then an existing Revolving Credit Lender, an Affiliate of a then existing Revolving Credit Lender or an Approved Fund and (ii) the Borrower and (y) any such Additional Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Section 10.07(k), mutatis mutandis, to the same extent as if such Credit Agreement Refinancing Indebtedness and related Obligations had been obtained by such Lender by way of assignment. Administrative Agent means MSSF, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agents Office means the Administrative Agents address and account as set forth on Schedule 10.02(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advisors has the meaning set forth in Section 10.08. Affected Class has the meaning set forth in Section 3.07(a). Affiliate means, with respect to any 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. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Affiliated Lender means, at any time, any Lender that is the Sponsor (including portfolio companies of the Sponsor notwithstanding the exclusion in the definition of Sponsor), Par Capital or a Non-Debt Fund Affiliate (other than, in any case, Parent, the Borrower or any of their respective Subsidiaries and other than any Debt Fund Affiliate). Affiliated Lender Assignment and Assumption has the meaning set forth in Section 10.07(k)(ii). Affiliated Lender Cap has the meaning set forth in Section 10.07(k)(iv). Agent Parties has the meaning set forth in Section 10.02(b). Agent-Related Persons means the Agents, together with their respective Affiliates, officers, directors, employees, partners, agents, advisors and other representatives. Agents means, collectively, the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners. Aggregate Commitments means the Commitments of all the Lenders. Agreement means this First Lien Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. Amendment No. 1 means the Amendment No. 1 to First Lien Credit Agreement dated as of May 9, 2016, by and among the Borrower, Holdings, the other Guarantors party thereto, the Lenders party thereto and the Administrative Agent. Amendment No. 1 Effective Date means Amendment Effective Date as defined in the Amendment No. 1. Amendment Transactions means, collectively, (a) the GEE Acquisition and (b) the payment of any fees or expenses incurred or paid by Parent, Holdings, the Borrower or any of their respective Subsidiaries in connection with the GEE Acquisition and Amendment No. 1. Annual Financial Statements

Defined Terms from Second Lien Credit Agreement

This SECOND LIEN CREDIT AGREEMENT is entered into as of July 1, 2015, among EMC ACQUISITION, LLC, a Delaware limited liability company, EMERGING MARKETS COMMUNICATIONS, LLC, a Delaware limited liability company, the Guarantors party hereto from time to time, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender).

Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: Acceptable Discount has the meaning set forth in Section 2.05(a)(v)(D)(2). Acceptable Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(D)(3). Acceptance and Prepayment Notice means a notice of the Borrowers acceptance of the Acceptable Discount in substantially the form of Exhibit E-3. Acceptance Date has the meaning set forth in Section 2.05(a)(v)(D)(2). Acquisition has the meaning set forth in the preliminary statements to this Agreement. Acquisition Agreement has the meaning set forth in the preliminary statements to this Agreement. Additional Lender has the meaning set forth in Section 2.14(c). Additional Refinancing Lender means, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.15; provided that (x) each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional Refinancing Lender is not then an existing Lender, an Affiliate of a then existing Lender or an Approved Fund and (ii) the Borrower and (y) any such Additional Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Section 10.07(k), mutatis mutandis, to the same extent as if such Credit Agreement Refinancing Indebtedness and related Obligations had been obtained by such Lender by way of assignment. Administrative Agent means MSSF, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agents Office means the Administrative Agents address and account as set forth on Schedule 10.02(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent. Advisors has the meaning set forth in Section 10.08. Affected Class has the meaning set forth in Section 3.07(a). Affiliate means, with respect to any 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. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Affiliated Lender means, at any time, any Lender that is the Sponsor (including portfolio companies of the Sponsor notwithstanding the exclusion in the definition of Sponsor), Par Capital or a Non-Debt Fund Affiliate (other than, in any case, Parent, the Borrower or any of their respective Subsidiaries and other than any Debt Fund Affiliate). Affiliated Lender Assignment and Assumption has the meaning set forth in Section 10.07(k)(ii). Affiliated Lender Cap has the meaning set forth in Section 10.07(k)(iv). Agent Parties has the meaning set forth in Section 10.02(b). Agent-Related Persons means the Agents, together with their respective Affiliates, officers, directors, employees, partners, agents, advisors and other representatives. Agents means, collectively, the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners. Aggregate Commitments means the Commitments of all the Lenders. Agreement means this Second Lien Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. Amendment No. 1 means the Amendment No. 1 to Second Lien Credit Agreement dated as of May 9, 2016, by and among the Borrower, Holdings, the other Guarantors party thereto, the Lenders party thereto and the Administrative Agent. Amendment No. 1 Effective Date means Amendment Effective Date as defined in the Amendment No. 1. Amendment Transactions means, collectively, (a) the GEE Acquisition and (b) the payment of any fees or expenses incurred or paid by Parent, Holdings, the Borrower or any of their respective Subsidiaries in connection with the GEE Acquisition and Amendment No. 1. Annual Financial Statements means the audited consolidated balance sheets of each of the Borrower and Target, in each case as of December 31, 2012, December 31, 2013 and December 31, 2014, and the respective related consolidated statements of income and statements of cash flows for each of the Borrower and Target for the respective fiscal years then ended. Applicable Discount has the meaning set forth in Section 2.05(a)(v)(C)(2). Applicable ECF Percen

Defined Terms from Credit Agreement

CREDIT AGREEMENT dated as of July 18, 2016 (as it may be amended or modified from time to time, this Agreement) among Global Brass and Copper, Inc., as the Borrower, Global Brass and Copper Holdings, Inc., as Holdings, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: ABR, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate. Account has the meaning assigned to such term in the Security Agreement. Account Debtor means any Person obligated on an Account. Acquisition means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party or any Subsidiary (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) 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 Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person. Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, 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 JPMorgan Chase Bank, N.A. (including its branches and Affiliates), 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 specified Person. Aggregate Revolving Commitment means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment is $200,000,000. Aggregate Revolving Exposure means, at any time, the aggregate Revolving Exposure of all the Lenders at such time (with the Swingline Exposure of each Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such time). 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 NYFRB Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO 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 purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to Holdings or any of its Affiliates from time to time concerning or relating to bribery or corruption. Applicable Fee Rate means, with respect to the commitment fees payable hereunder (x) 0.375% if the average daily Aggregate Revolving Exposure for the calendar month then most recently ended is less than 25% of the total Aggregate Revolving Commitment or (y) 25% (percent) values">0.25% if the average daily Aggregate Revolving Exposure for the calendar month then most recently ended is greater than or equal to 25% of the total Aggregate Revolving Commitment. Applicable Percentage means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lenders Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lenders share of the Aggregate Revolving Exposure at that time), and (b) with respect to Protective Advances or with respect to the Aggregate Revolving Exposure, a percentage based upon its share of the Aggregate

Defined Terms from Credit Agreement

CREDIT AGREEMENT (this Agreement) dated as of June 27, 2016 among SOUTHWESTERN ENERGY COMPANY, a Delaware corporation (the Borrower), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 1995 Indenture means that certain Indenture, dated as of December 1, 1995, between the Borrower, as issuer, and The Bank of New York Trust Company, N.A. (as successor to The First National Bank of Chicago), as trustee. 1998 Indenture means that certain Indenture, dated as of June 1, 1998, between the Borrower (as successor to NOARK Pipeline Finance, LLC), as issuer, and UMB Bank, N.A. (as successor to The Bank of New York), as trustee. 2008 Indenture means that certain Indenture, dated as of January 16, 2008, between the Borrower, as issuer, and The Bank of New York Trust Company, N.A., as trustee. 2012 Indenture means that certain Indenture, dated as of March 5, 2012, between the Borrower, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. 2015 First Supplemental Indenture means that certain First Supplemental Indenture dated as of January 23, 2015 between the Borrower and U.S. Bank National Association, which supplements the 2015 Indenture. 2015 Indenture means that certain Indenture, dated as of January 23, 2015, between the Borrower and U.S. Bank National Association as trustee. 2015 Term Loan Agreement means that certain Term Loan Credit Agreement, dated as of November 17, 2015, among the Borrower, the lenders from time to time party thereto and Bank of America, as administrative agent, as amended by that certain Amendment and Restatement Agreement dated as of the Effective Date. 2015 Term Loan Documents means the Loan Documents as defined in the 2015 Term Loan Agreement. 2015 Term Loans means the Loans (as defined in the 2015 Term Loan Agreement as in effect on the Effective Date) outstanding under the 2015 Term Loan Agreement. The aggregate principal amount of the 2015 Term Loans as of the Effective Date is $750,000,000. 2020 Senior Notes means the 4.05% Senior Notes due January 23, 2020 issued by the Borrower pursuant to the 2015 Indenture. ABR, when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate. Acquisition means any acquisition (whether by purchase, merger, consolidation or otherwise) of property or series of related acquisitions of property that constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the Equity Interests in a Person. Additional Collateral Coverage Test Date means any date specified by the Administrative Agent as an Additional Collateral Coverage Test Date in a written notice to the Borrower pursuant to Section 5.01(l); provided that there may be no more than one Additional Collateral Coverage Test Date in any calendar year. Additional Collateral Coverage Test Date Compliance Certificate means a certificate of the chief financial officer or chief accounting officer of the Borrower substantially in the form of Exhibit H. Additional Financial Covenant means any affirmative or negative maintenance financial covenant contained in any Other Debt Agreement applicable to the Borrower or any Restricted Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a financial covenant), including any defined terms as used therein. Additional Senior Notes Indenture means any indenture entered into by the Borrower after the Effective Date that contains any provision similar to any of the Secured Debt Indenture Exceptions contained in the Existing Senior Notes Indentures as of the Effective Date. Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. Adjusted Total Proved PV9 means, as of any date, Total Proved PV9; provided that, for purposes of this calculation, no more than 35% of Total Proved PV9 shall be attributable to Proved Non-Producing Oil and Gas Properties and Proved Undeveloped Oil and Gas Properties. Administrative Agent means JPMorgan, in its capacity as administrative agent for the Lenders hereunder, and any successor in such capacity pursuant to Article VIII. 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 Party has the meaning assigned to such term in Section 9.01(d). Aggregate Revolving Commitments means the aggregate of the Revolving Commitments of all of the Revolving Lenders, as reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving

Defined Terms from Agreements

THIS FIFTH AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of June 1, 2011, as amended as of October 4, 2012, as amended and restated as of May 30, 2013, as further amended and restated as of August 21, 2013, as further amended and restated as of April 9, 2014, as further amended and restated as of November 25, 2014, as further amended as of March 10, 2015 and as further amended and restated as of June 14, 2016 (as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement) among KINDRED HEALTHCARE, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, CITIBANK, N.A., BARCLAYS BANK, PLC and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents, and MORGAN STANLEY SENIOR FUNDING, INC. and CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Defined Terms. As used in this Agreement, the following terms have the meanings specified below: ABL Amendment has the meaning set forth in the definition of ABL Facility. ABL Collateral Agent means the collateral agent under the ABL Facility. ABL Facility means that certain revolving ABL Credit Agreement dated as of the Closing Date (the Original ABL Facility), as amended by that certain Amendment No. 1, dated as of October 4, 2012, as amended and restated by that certain Amendment and Restatement Agreement dated as of the August 21, 2013, as further amended and restated by that certain Second Amendment and Restatement Agreement dated as of April 9, 2014, as further amended by that certain Incremental Joinder, dated as of December 12, 2014, as further amended and restated by that certain Third Amendment and Restatement Agreement dated as of February 2, 2015, as further amended by that certain Amendment No. 2 dated as of June 3, 2015 and as further amended and restated by that certain Fourth Amendment and Restatement Agreement dated June 14, 2016 (the ABL Amendment), among the Borrower, as borrower, JPMorgan Chase Bank, N.A, as administrative agent and issuing bank, the lenders party thereto and the other agents, arrangers and bookrunners identified therein, as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time. ABL Intercreditor Agreement means the Intercreditor Agreement substantially in the form of Exhibit E, as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. ABL Loans means loans made and incurred from time to time under the ABL Facility. ABL Obligations has the meaning assigned to such term in the ABL Intercreditor Agreement. 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. Acceptable Discount has the meaning specified in Section 2.08(a)(ii)(D)(2). Acceptable Prepayment Amount has the meaning specified in Section 2.08(a)(ii)(D)(3). Acceptance and Prepayment Notice means a notice of the Borrowers acceptance of the Acceptable Discount in substantially the form of Exhibit O. Acceptance Date has the meaning specified in Section 2.08(a)(ii)(D)(2). Account has the meaning set forth in Section 1 of the Security Agreement. Acquisition means (i) any Investment by the Borrower or any of its Restricted Subsidiaries in a Person whereby such Person becomes a Restricted Subsidiary of the Borrower or whereby such Person is merged with and into the Borrower or a Restricted Subsidiary or (ii) an acquisition by the Borrower or any of its Restricted Subsidiaries of the property and assets of any Person (other than any then-existing Restricted Subsidiary) that constitutes substantially all of the assets of such Person, or any division, line of business, Healthcare Facility or other business unit of such Person. Additional Encumbrance Letter means one or more letter agreements that may be entered into after the Closing Date among the Borrower, JPMorgan Chase Bank, N.A., as Agent, and First American Title Insurance Company. Additional Escrow Amount means an amount equal to (a) all interest that could accrue on any Escrow Notes from and including the date of issuance thereof to and including the date of any potential mandatory redemption to occur if the proceeds of such Escrow Notes are not released from the applicable Escrow Account, plus (b) the amount of any original issue discount on such Escrow Notes, plus (c) all fees and expenses that are incurred in connection with the issuance of such Escrow Notes and all fees, expenses or other amounts payable in connection with any redemption of such Escrow Notes. Additional Lender has the meaning set forth in Section 2.18(c) hereof. Adjusted Consolidated Net Income means, for any period, Consolidated Net Income for such period, adjusted to exclude therefrom, without duplication (x) gains or losses from Asset Sales net of related tax effects, (y) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations pursuant to Financial Accounting Standards Board Accounting Standards Codification 205-20 and (z) any non-cash impairment charge or asset-write off effected after December 31, 2013 in connection with the Third Amendment and Restatement Effective Date Transactions or any Acquisition or Investment pursuant to Financial Accounting Standards Board Accounting Standards Codification 350, 360 or 805, as applicable. Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate.

Defined Terms from Five Year Credit Agreement

This Five Year Credit Agreement, dated as of May 9, 2016, is among Illinois Tool Works Inc., any Borrowing Subsidiaries which may become a party hereto from time to time, the Lenders, JPMorgan Chase Bank, National Association, a national banking association having its principal office in New York, New York, as Administrative Agent, and Citibank, N.A., as Syndication Agent.

Defined Terms. As used in this Agreement: Absolute Rate means, with respect to an Absolute Rate Loan made by a given Lender for the relevant Absolute Rate Interest Period, the rate of interest per annum (rounded to the nearest 1/100 of 1%) offered by such Lender and accepted by a Borrower pursuant to Section 2.4. Absolute Rate Advance means a borrowing hereunder consisting of the aggregate amount of the several Absolute Rate Loans made by some or all of the Lenders to the Borrower at the same time and for the same Absolute Rate Interest Period. Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Absolute Rates pursuant to Section 2.4. Absolute Rate Interest Period means, with respect to an Absolute Rate Advance or an Absolute Rate Loan, a period of not less than 30 and not more than 270 days commencing on a Business Day selected by the applicable Borrower pursuant to this Agreement. If such Absolute Rate Interest Period would end on a day which is not a Business Day, such Absolute Rate Interest Period shall end on the next succeeding Business Day. Absolute Rate Loan means a Loan which bears interest at an Absolute Rate. Acquisition means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Company or any Subsidiary (a) 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 (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least 25% (i) (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) or (ii) (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. Adjusted LIBO Rate means, with respect to any Eurocurrency Advance for any Eurocurrency Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) if denominated in Dollars, (i) the LIBO Rate for such Eurocurrency Interest Period multiplied by (ii) the Statutory Reserve Rate, and (b) if denominated in another Agreed Currency, the LIBO Rate for such Eurocurrency Interest Period. Administrative Questionnaire means an administrative questionnaire in a form supplied by the Agent. Advance means a Ratable Advance or a Competitive Bid Advance. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. 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. Agent means JPMCB, in its capacity as contractual representative of the Lenders pursuant to Article XI, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article XI; provided, that JPMCB shall be permitted to employ any of its Affiliates, including but not limited to, J.P. Morgan Europe Limited, as a contractual representative of the Lenders with respect to Agreed Currencies other than Dollars. Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. Agreed Currencies means (a) Dollars, (b) so long as such currencies remain Eligible Currencies, Australian Dollars, British Pounds Sterling, Canadian Dollars, Japanese Yen, and the Euro, and (c) any other Eligible Currency which the Company requests the Agent to include as an Agreed Currency hereunder and which is acceptable to the Agent and all of the Lenders. For the purposes of this definition, each of the specific currencies referred to in clause (b) above shall mean and be deemed to refer to the lawful currency of the jurisdiction referred to in connection with such currency, e.g., Australian Dollars means the lawful currency of Australia. Agreement means this Five Year Credit Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time. Agreement Accounting Principles means generally accepted accounting principles as in effect from time to time. 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 NYFRB Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO 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%, pr

Defined Terms from Credit Agreement

This CREDIT AGREEMENT, dated as of March 8, 2016, is among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, GOLDMAN SACHS LENDING PARTNERS LLC, as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacities, the Arranger) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent.

Defined Terms. For purposes of this Section 2.11, the term applicable law includes FATCA. Section 2.12. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable under Section 2.10 or Section 2.11, or otherwise) prior to 12:00 noon on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices as specified in Section 11.01(a), except that payments pursuant to Section 2.10, Section 2.11 and Section 11.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, premiums and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest, premiums and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, premiums and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(b), Section 2.12(d) or Section 11.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the

Defined Terms from Credit Agreement

This CREDIT AGREEMENT, dated as of March 8, 2016, is among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, GOLDMAN SACHS LENDING PARTNERS LLC, as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacities, the Arranger) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent.

Defined Terms. For purposes of this Section 2.11, the term applicable law includes FATCA. Section 2.12. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable under Section 2.10 or Section 2.11, or otherwise) prior to 12:00 noon on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices as specified in Section 11.01(a), except that payments pursuant to Section 2.10, Section 2.11 and Section 11.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, premiums and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest, premiums and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, premiums and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(b), Section 2.12(d) or Section 11.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the