Base Rate Uses in DEFINITIONS Clause

DEFINITIONS from Second Amended and Restated Credit Agreement

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

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

Definitions from Term Loan Credit Agreement

TERM LOAN CREDIT AGREEMENT dated as of June 14, 2017 among PIEDMONT NATURAL GAS COMPANY, INC., a North Carolina corporation, as Borrower, the Lenders from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

Definitions. The following terms, as used herein, have the following meanings: Administrative Agent means U.S. Bank National Association in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender. Affiliate means, as to any Person (the specified Person) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a Controlling Person) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Term Loan Credit Agreement as the same may be amended from time to time. Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. Applicable Margin means, with respect to Euro-Dollar Loans to the Borrower, 0.75% per annum. Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. Approved Officer means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent. Assignee has the meaning set forth in Section 9.06(c). Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. Base Rate means, for any day for which the same is to be calculated, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 1/2 of 1% and (c) the LIBOR Market Index Rate plus 1%; provided, that, if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Each change in the Base Rate shall take effect simultaneously with the corresponding change in the rates described in clauses (a), (b) or (c) above, as the case may be. Base Rate Loan means (i) a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue. Borrower means Piedmont Natural Gas C

Definitions from Credit Agreement

CREDIT AGREEMENT dated as of June 14, 2017 among DUKE ENERGY CORPORATION, as Borrower, the Lenders from time to time party hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, SUMITOMO MITSUI BANKING CORPORATION and TD BANK, N.A., as Co-Syndication Agents, and Bank of China, New York Branch, BNP Paribas, Santander Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents.

Definitions. The following terms, as used herein, have the following meanings: Administrative Agent means Scotiabank in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender. Affiliate means, as to any Person (the specified Person) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a Controlling Person) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agent means any of the Administrative Agent, the Co-Syndication Agents or the Co-Documentation Agents. Aggregate Exposure means, with respect to any Lender at any time, (i) an amount equal to such Lenders Commitment (whether used or unused) at such time or (ii) if such Lenders Commitment shall have terminated, the sum of the aggregate outstanding principal amount of its Loans at such time. Agreement means this Credit Agreement as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. Applicable Margin means, with respect to Euro-Dollar Loans or Base Rate Loans to the Borrower, the applicable rate per annum for the Borrower determined in accordance with the Pricing Schedule. Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. Approved Officer means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent. Assignee has the meaning set forth in Section 9.06(c). Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. Base Rate means, for any day for which the same is to be calculated, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 1/2 of 1% and (c) the LIBOR Market Index Rate plus 1%; provided, that, if the Base Rate shall be less than zero, such rate shall be

Definitions from Amendment

AGREEMENT dated as of November 18, 2011 (as amended by Amendment No. 1 and Consent, dated as of December 18, 2013 and, Amendment No. 2 and Consent, dated as of January 30, 2015 and Amendment No. 3 and Consent, dated as of March 16, 2017) among DUKE ENERGY CORPORATION, DUKE ENERGY CAROLINAS, LLC, DUKE ENERGY OHIO, INC., DUKE ENERGY INDIANA, INC.LLC, DUKE ENERGY KENTUCKY, INC., DUKE ENERGY PROGRESS, INC.LLC (f/k/a PROGRESS ENERGY CAROLINAS, INC.) and, DUKE ENERGY FLORIDA, INC.LLC (f/k/a PROGRESS ENERGY FLORIDA, INC.) asand PIEDMONT NATURAL GAS COMPANY, INC., as Borrowers, the Lenders from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and THE ROYALMIZUHO BANK OF SCOTLAND PLC,, LTD., as Co-Syndication Agents, and BANK OF CHINA, NEW YORK BRANCH, BARCLAYS BANK PLC, CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UBS SECURITIES LLCROYAL BANK OF CAN

Definitions. The following terms, as used herein, have the following meanings: Additional Lender means any financial institution that becomes a Lender for purposes hereof pursuant to Section 2.17 or 8.06. Administrative Agent means Wells Fargo in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to each Borrower) duly completed by such Lender. Affiliate means, as to any Person (the specified Person) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a Controlling Person) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agent means any of the Administrative Agent, the Co-Syndication Agents or the Co-Documentation Agents. Aggregate Exposure means, with respect to any Lender at any time, the aggregate amount of its Borrower Exposures to all Borrowers at such time. Agreement means this Agreement as the same may be amended from time to time. Amendment No. 3 shall mean that certain Amendment No. 3, dated as of March 16, 2017, among the Borrowers, the lenders party thereto and the Administrative Agent. Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. Applicable Margin means, with respect to Euro-Dollar Loans, Swingline Loans or Base Rate Loans to any Borrower, the applicable rate per annum for such Borrower determined in accordance with the Pricing Schedule. Appropriate Share has the meaning set forth in Section 8.03(d). Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. Approved Officer means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent. Assignee has the meaning set forth in Section 9.06(c). Availability Percentage means, with respect to each Borrower at any time, the percentage which such Borrowers Sublimit bears to the aggregate amount of the Commitments, all determined as of such time. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reje

Definitions from Credit Agreement

AGREEMENT (this Agreement) dated as of February 8, 2017 among THE CLOROX COMPANY, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agents, and CITIBANK, N.A., as Servicing Agent.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Additional Bank has the meaning set forth in Section 2.17(b). Administrative Agent means each of JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Bank, National Association, in its capacity as an administrative agent for the Banks hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Bank, an administrative questionnaire in the form prepared by the Servicing Agent, completed by such Bank and submitted to the Servicing Agent (with a copy to the Borrower). Agent means any of the Administrative Agents and the Servicing Agent, and Agents means any two or more of the foregoing, as the context may require. Agreement has the meaning set forth in the preamble. Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its affiliates from time to time concerning or relating to bribery or corruption. Applicable Lending Office means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office. Applicable Margin means (i) with respect to any Base Rate Loan, the applicable rate per annum determined in accordance with the Pricing Schedule and (ii) with respect to any Euro-Dollar Loan, the applicable rate per annum determined in accordance with the Pricing Schedule; provided that at any time at which an Event of Default shall have occurred and be continuing, the Applicable Margin determined as set forth above shall be increased by 2.00% per annum if, at the direction of the Required Banks, the Servicing Agent shall have given written notice thereof to the Borrower, and provided further that upon such notice, such increase will be effective as of the date of occurrence of such Event of Default and such increase will be effective (without notice) upon acceleration of the Loans. Assignment and Assumption means an assignment and assumption entered into by a Bank and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Servicing Agent, in substantially the form of Exhibit E or any other form approved by the Servicing Agent. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bank means each bank or other financial institution listed on the signature pages hereof, each Person which becomes a Bank pursuant to Section 8.06 or 9.06(b), and their respective successors. Bank Insolvency Event means that (a) a Bank or its Parent is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Bank or its Parent has become the subject of a Bail-In Action or a proceeding under any debtor relief law, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Bank or its Parent, or such Bank or its Parent has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment. Base Rate means, for any day, a rate per annum equal to the highest of (i) the Citibank Rate for such day, (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day and (iii) the ICE Benchmark Administration Settlement Rate applicable to U.S. dollars for a period of one month (One Month LIBOR) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as designated by the Servicing Agent from time to time) at approximately 11:00 a.m. London time on such day); provided that if One Month LIBOR is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Base Rate Loan means a Committed Loan which bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the provisions of Section 2.08(a) or Article 8. Benefit Arrangement means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed

Definitions from Credit Agreement

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

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

Definitions from Credit Agreement

CREDIT AGREEMENT dated as of October 3, 2016 among THE ESTEE LAUDER COMPANIES INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and CITIBANK, N.A., BNP PARIBAS, BANK OF AMERICA, N.A. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agents.

Definitions. The following terms, as used herein, have the following meanings: Absolute Rate Auction means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Absolute Rates pursuant to Section 2.03. Administrative Agent means JPMorgan Chase Bank, N.A. in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Company) duly completed by such Lender. Affiliate means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Company (a Controlling Person) or (ii) any Person (other than the Company or a Subsidiary) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Affiliate Transaction has the meaning set forth in Section 5.11. Alternative Currencies means Sterling, Euros, Yen and Swiss Francs. Alternative Currency Sublimit means a Dollar Amount equal to $500,000,000. Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act, as amended. Applicable Agent means, (a) with respect to a Loan or Borrowing denominated in Dollars, the Administrative Agent, or (b) with respect to a Loan or Borrowing denominated in Australian Dollars, Canadian Dollars, HK Dollars or any particular Alternative Currency, the Administrative Agent (including its affiliates or branches) or such other Person as may be agreed upon by the Company and the Administrative Agent and designated in a notice delivered to the Lenders. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its Canadian Prime Rate Loans or CDOR Rate Loans, its Canadian Lending Office, (iii) in the case of its Australian Bill Rate Loans, HIBOR Rate Loans and Euro-Currency Loans, its Euro-Currency Lending Office, (iv) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office or (v) in any case, such other office as a Lender may from time to time notify the Company and the Administrative Agent for Loans of the particular type, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender. Assignee has the meaning set forth in Section 10.06(c). Australian Bill Rate shall mean, with respect to each Interest Period for an Australian Bill Rate Loan, the rate per annum equal to the average bid rate (the BBR Screen Rate) displayed at or about 10:30 a.m. (Sydney Time) on the first day of such Interest Period on the Reuters screen BBSY page for a term equivalent to such Interest Period (expressed as a percentage yield per annum to maturity being the arithmetic average, rounded up to the nearest four decimal places); or to the extent the BBR Screen Rate is not available at such time for any reason, then the applicable rate will be determined by the Administrative Agent to be the average of the buying rates quoted by three Reference Banks at or about 10:30 a.m. (Sydney Time) on the date of determination for bills of exchange with a tenor approximating the length of such Interest Period; provided that if any of the above rates shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. Australian Bill Rate Margin has the meaning set forth in the Pricing Schedule. Australian Bill Rate Loan means a Committed Loan which bears interest at the Australian Bill Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election. Australian Dollars and AUD each means the lawful currency of Australia. Available Commitment means, with respect to any Lender at any time, an amount equal to such Lenders Commitment at such time minus such Lenders Outstanding Committed Amount at such time. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or

Definitions from Credit Agreement

This Credit Agreement is effective as of July 7, 2016 (the "Effective Date") by and between CASTLE PINES CAPITAL LLC ("CPC"), a Delaware limited liability company having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112, and PCM, INC. ("Reseller"), a Delaware corporation, having its chief executive office located at 1940 E Mariposa Ave, El Segundo, CA 90245 (this "Credit Agreement"). Unless otherwise defined within this Credit Agreement, capitalized terms have the meaning set forth in Section 25, below.

Definitions. Terms defined in this Agreement in the singular are to have a corresponding meaning when used in the plural and vice versa. All words used herein shall be understood and construed to be of such number and gender as the circumstances may require. In addition to the terms defined elsewhere in this Agreement, when used in this Agreement, the following terms shall have the following meanings (such meanings shall be equally applicable to the singular and plural forms of the terms used, as the context requires): AAA has the meaning set forth in Section 31. Account has the meaning set forth in the UCC. Advance means the financing of an item of Financed Inventory. Authorized Employee has the meaning set forth in Section 30. Automatic Default has the meaning set forth in Section 11. Base Rate means, for any day, a rate per annum equal to the greater of (a) the Prime Rate or, (b) the Federal Funds Rate plus 1/2%. Any change in the Base Rate due to a change in the Prime Rate, shall be effective from and including the effective date of such change in the Prime Rate. Business Day means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close pursuant to the rules and regulations of the Federal Reserve System. Collateral means all personal property of Reseller, whether such property or Reseller's right, title or interest therein or thereto is now owned or existing or hereafter acquired or arising, and wherever located, including by way of example and not of limitation, all Accounts, Chattel Paper (whether tangible or electronic), Deposit Accounts, documents (including but not limited to Documents as defined in this Agreement), Equipment, General Intangibles (including, without limitation, Payment Intangibles, Software, tax refunds, licenses and intellectual property, in each case, regardless of whether characterized as general intangibles under the UCC), Goods, Instruments (including, without limitation, Promissory Notes and Vendor Credits), Inventory, Investment Property, Letter-of-Credit Rights and Supporting Obligations; and all Products and Proceeds of the foregoing. As used herein and correspondingly wherever used in this Agreement, capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in Article 9 of the UCC. Collateral Reports means reports prepared by Reseller at the request of CPC detailing, if requested by CPC, (a) aging and reconciliation of Accounts, (b) aging and reconciliation of accounts payable, (c) Inventory by location, components and value, including work in process and (d) value incentive program balances, in each case, together with supporting documentation thereof as may be requested by CPC. Such supporting documentation to include, if requested by CPC, sales reports, cash receipts reports, credit and debit journals, inventory reports, accounts payable reports and accounts receivable aging reports. Code shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto. CPC has the meaning set forth in the introductory paragraph. CPC Account means that certain bank account designated by CPC, information for which has been separately provided to Reseller. Default has the meaning set forth in Section 11. Default Rate has the meaning set forth in Section 9. Documents means, collectively, this Agreement and any amendments hereto, EDI transmissions, each TS, and any other instruments or documents currently or hereafter required or contemplated hereunder. Due Date has the meaning set forth in Section 8. EDI has the meaning set forth in Section 8. Educational Institution means entities that provide instructional services to individuals or education-related services to individuals and other educational institutions. Eligible Inventory means only Inventory which satisfies the following requirements: a. Reseller has good, valid, and marketable title thereto, free and clear of any (i) title defect, (ii) any liens, (iii) bill of lading or other document of title, (iv) third party trademark, licensing or other proprietary rights (unless CPC is satisfied that such Inventory can be freely sold by CPC on and after the occurrence of a Default despite such third party rights), or (v) any interests of others other than Liens in favor of CPC, Liens securing the Revolving Facility Debt or Liens that are subordinated to the security interest of CPC. b. Reseller has actual and exclusive possession thereof (either directly or through a bailee or agent of Reseller) at one of the locations in the continental United States set forth on Exhibit A to this Agreement (or in-transit from one such location to another such location). c. It is financed by CPC and such financing is noted on the applicable invoice for the Inventory. d. It is factory sealed, unused and has

Definitions from Term Loan Credit Agreement

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of August 1, 2016 among DUKE ENERGY CORPORATION, as Borrower, the Lenders from time to time party hereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent.

Definitions. The following terms, as used herein, have the following meanings:"Administrative Agent" means The Bank of Tokyo-Mitsubishi UFJ, Ltd. in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity."Administrative Questionnaire" means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender."Affiliate" means, as to any Person (the "specified Person") (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a "Controlling Person") or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise."Agreement" means this Amended and Restated Term Loan Credit Agreement as the same may be amended from time to time."Anti-Corruption Laws" means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering."Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office."Applicable Margin" means, with respect to Euro-Dollar Loans to the Borrower, the applicable rate per annum for the Borrower determined in accordance with the Pricing Schedule."Approved Fund" means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender."Approved Officer" means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent."Assignee" has the meaning set forth in Section 9.06(c)."Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution."Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule."Bankruptcy Event" means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person."Base Rate" means, for any day for which the same is to be calculated, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 1/2 of 1% and (c) the LIBOR Market Index Rate plus 1%; provided, that, if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Each change in the Base Rate shall take effect simultaneously with the corresponding change in the rates described in clauses (a), (b) or (c) above, as the case may be."Base Rate Loan" means (i) a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount which was a Base Rate Loan immediately b

Definitions from Amended and Restated Credit Agreement

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 28, 2016 (this Agreement) is among MIDDLEBY MARSHALL INC., a Delaware corporation (the Company), the Initial Subsidiary Borrowers (as defined below), each Eligible Subsidiary (as defined below) that becomes a Subsidiary Borrower (as defined below), THE MIDDLEBY CORPORATION, a Delaware corporation (the Parent), each financial institution that from time to time becomes a party hereto as a lender (each a Lender) and BANK OF AMERICA, N.A. (in its individual capacity, Bank of America), as administrative agent for the Lenders.

Definitions. When used herein the following terms shall have the following meanings: Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary). AC Swing Line Loan means a Swing Line Loan denominated in Euros or Sterling. AC Swing Line Sublimit means an amount equal to the lesser of the Alternative Currency Sublimit and the Dollar Equivalent of $25,000,000. The AC Swing Line Sublimit is part of, and not in addition to, the Alternative Currency Sublimit. Administrative Agent means Bank of America in its capacity as administrative agent for the Lenders hereunder and any successor thereto in such capacity. Administrative Questionnaire means an administrative questionnaire substantially in a form supplied by the Administrative Agent. Affiliate of any Person means (i) any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person and (ii) with respect to the Parent and its Subsidiaries, any officer or director thereof. Aga means Aga Rangemaster Group Limited (Co.No. 00354715, with its registered address at Juno Drive, Leamington Spa, Warwickshire CV31 3RG), a private company limited by shares incorporated under the laws of England and Wales. Aga Sublimit means an amount equal to the lesser of the Commitment Amount and the Dollar Equivalent of $100,000,000. The Aga Sublimit is part of, and not in addition to, the Commitment Amount. Aga Group means Aga and its Subsidiaries. Aga Outstandings means, at any time, the aggregate Dollar Equivalent outstanding principal amount of all Loans made to Aga. Agent-Related Persons means Bank of America in its capacity as an agent or any successor agent arising under Section 14.9, together with their respective Affiliates (including, in the case of Bank of America, Merrill Lynch, Fenner, Pierce & Smith Incorporated), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. Agreement - see the Preamble. Alternative Currency means each of Euro, Sterling, Danish Krone, Canadian Dollars, Australian Dollars, each other currency (other than Dollars) that is approved in accordance with Section 1.6 and, with respect to Letters of Credit, Polish Zloty. Alternative Currency Sublimit means an amount equal to the lesser of the Commitment Amount and the Dollar Equivalent of $1,000,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Commitment Amount. Alternative Currency Outstandings means, at any time, the aggregate Dollar Equivalent outstanding principal amount of all Alternative Currency Revolving Loans and AC Swing Line Loans plus the aggregate Stated Amount of all Letters of Credit denominated in Alternative Currencies. Applicable Currency means, as to any particular Letter of Credit or Loan, Dollars or the Alternative Currency in which it is denominated or payable. Applicable Time means, with respect to any borrowing or payment in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Lender, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Assignee - see Section 15.9.1. Assignment Agreement - see Section 15.9.1. Australian Dollars means the lawful currency of Australia. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule. Bank of America - see the Preamble. Bank Levy means the UK bank levy as set out in schedule 19 of the Finance Act 2011 as at the date of this Agreement or any equivalent and substantively similar bank levy in force in any other jurisdiction as at the date of this Agreement. Base Rate means for any day a fluctuating rate per annum equal to the highest of (a) the sum of the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect f