Basel Uses in Definitions Clause

Definitions from Credit Agreement

This Credit Agreement, dated as of June 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), is among Regional Management Receivables II, LLC, a Delaware limited liability company, as borrower (the Borrower), Regional Management Corp., a Delaware corporation (Regional Management), as servicer (the Servicer), the lenders from time to time parties hereto (the Lenders), the agents for the Lender Groups (as defined herein) from time to time parties hereto (the Agents), Wells Fargo Bank, National Association (Wells Fargo Bank), as administrative agent for the Lenders (in such capacity, the Administrative Agent), Credit Suisse AG, New York Branch, as structuring and syndication agent (in such capacity, the Structuring and Syndication Agent), and Wells Fargo Bank, acting through its Corporate Trust Services division, as account bank (in such capacity, the Account Bank), Image File Custodian (in such capacity, the Image File Custodian) and back

Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: Account Bank means a Qualified Institution approved by the Administrative Agent that is holding the Accounts, which initially shall be Wells Fargo Bank. Account Bank Fee means $2,000 per month. Account Collateral means the Accounts, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments and other property from time to time deposited or credited to the Collection Account and the Reserve Account and all proceeds thereof. Account Control Agreement means the Account Control Agreement relating to the Accounts, dated as of the Closing Date, among the Borrower, the Servicer, the Administrative Agent and the Account Bank. Accounts mean the Collection Account and the Reserve Account. Additional Amount has the meaning given to such term in Section 2.14(a). Additional Deposit Accounts mean the deposit accounts governed by the Wells Fargo Deposit Account Control Agreement. Administrative Agent has the meaning given to such term in the Preamble. Advisors means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. Affected Party means the Administrative Agent, any Lender, any Credit Provider or any of their respective Affiliates. Affiliate means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling or controlled have meanings correlative to the foregoing. Agent means the agent for a particular Lender Group and Agents means all agents for all Lender Groups. Aggregate Commitment means, as of any day, the sum of the Class A Aggregate Commitment and the Class B Aggregate Commitment. Aggregate Unpaids means, as of any date, an amount equal to the sum of (without duplication) (i) the Loans Outstanding, (ii) all accrued but unpaid Interest and (iii) all Unused Commitment Fees, Hedge Breakage Costs and other Obligations owed (whether due or accrued) by the Borrower to the Secured Parties, the Administrative Agent, the Backup Servicer, the Image File Custodian, the Account Bank and the Third Party Allocation Agent under this Agreement and the other Basic Documents. Agreement has the meaning given to such term in the Preamble. Alternative Rate means, with respect to any Loan and an Interest Period, an interest rate per annum equal to LIBOR; provided, however, that the Alternative Rate shall be the Base Rate if at the time such rate is selected the relevant Lender has notified the Administrative Agent that a LIBOR Disruption Event has occurred. Amortization Period means the period commencing on the Revolving Period Termination Date and ending on the day on which the Loans Outstanding are reduced to zero and all other Aggregate Unpaids have been paid in full. Annual Percentage Rate or APR means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the annual percentage rate (within the meaning of the Federal Truth-in-Lending Act). If, after the Closing Date, the rate per annum with respect to a Receivable as of the related Cutoff Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, Annual Percentage Rate or APR shall refer to such reduced rate. Annualized Charge-off Ratio means, with respect to any Determination Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which is the aggregate outstanding Principal Balance (determined for this purpose, with respect to any Defaulted Receivable, as if such Receivable was not a Defaulted Receivable) of all Receivables that have become Defaulted Receivables during such Collection Period and (b) the denominator of which is the Eligible Receivables Principal Balance as of the first day of such Collection Period. Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act or any other law, rule, or regulation of any jurisdiction applicable to each of the Borrower, the Servicer and their respective Affiliates from time to time concerning or relating to bribery or corruption. Anti-Money Laundering Laws means applicable laws or regulations in any jurisdiction in which each of the Borrower, the Servicer and their respective Affiliates is located or doing business that relates to money laundering, any predic

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 dated as of December 7, 2016 among CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., CONSOLIDATED EDISON, INC., ORANGE AND ROCKLAND UTILITIES, INC., the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

Definitions. The following terms, as used herein, have the following meanings: Additional Lender means a Person which becomes a Lender pursuant to Section 2.17 or 2.19 Administrative Agent means Bank of America, 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, completed by such Lender and returned to the Administrative Agent. Affiliate means, with respect to any Borrower, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Borrower (a Controlling Person) or (ii) any Person (other than such Borrower or a Subsidiary of such Borrower) 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 Documentation Agents and the Syndication Agents, and Agents means any two or more of the foregoing. Agent Parties shall have the meaning set forth in Section 9.01. Anti-Corruption Laws shall mean all laws, rules and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries concerning or relating to bribery or anti-corruption. 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. Appropriate Share has the meaning set forth in Section 8.03(e). 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. Assignment and Assumption Agreement has the meaning set forth in Section 9.06(b). Availability Share means, with respect to each Borrower, at any time, the percentage which such Borrowers Maximum Availability bears to the aggregate Maximum Availabilities of all Borrowers, 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 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 appointed for it, or, in the good faith determination of the Administrative Agent, 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, a rate per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day, or (iii) the Euro-Dollar Rate for a one-month Interest Period determined on such day (or if such day is not a Euro-Dollar Business Day, the immediately preceding Euro-Dollar Business Day) plus 1%; provided that if that Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Base Rate Loan means a Loan which bears interest at a rate determined on the basis of the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Section 2.07(a) or Article 8. Base Rate Margin means the applicable rate per annum determined in accordance with the Pricing Schedule. Borrower means each of ConEd, Holdings and O&R. References herein to a Borrower or the Borrower in connection with any Loan hereunder are to the particular Borrower to which such Loan is made or proposed to be

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

CREDIT AGREEMENT, dated as of August 9, 2016 among Black Hills Corporation, a South Dakota corporation (Borrower), the financial institutions from time to time party hereto (each a Bank, and collectively the Banks), U.S. BANK NATIONAL ASSOCIATION, in its capacity as syndication agent for the Banks (in such capacity, the Syndication Agent), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., in its capacity as a co-documentation agent for the Banks and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a co-documentation agent for the Banks (collectively, in such capacities, the Co-Documentation Agents), and JPMORGAN CHASE BANK, N.A., in its capacity as agent for the Banks hereunder (including its branches and Affiliates, in such capacity, the Administrative Agent).

Definitions. The following terms when used herein have the following meanings: Adjusted LIBO Rate is defined in Section 2.3(b) hereof. Administrative Agent is defined in the first paragraph of this Agreement and includes any successor Administrative Agent pursuant to Section 10.7 hereof. Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, control (including, with their correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event for purposes of this definition: (i) any Person which owns directly or indirectly twenty percent (20%) or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or twenty percent (20%) or more of the partnership or other ownership interests of any other Person will be deemed to control such corporation or other Person; and (ii) each director and executive officer of the Borrower or any Subsidiary of the Borrower shall be deemed an Affiliate of the Borrower and each of its Subsidiaries. Agreement means this Credit Agreement, including all Exhibits and Schedules hereto, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. 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, corruption or money laundering. Applicable Margin means, at any time (i) with respect to Base Rate Loans, the Base Rate Margin, and (ii) with respect to Eurodollar Loans, the Eurodollar Margin. Approved Fund means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank. Arrangers means, collectively, BTMU, JPMorgan, U.S. Bank and Wells Fargo Securities, LLC. 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 the terms hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent. Authorized Representative means those persons whose specimen signatures are included in the incumbency certificate provided by the Borrower pursuant to Section 6.1(c) hereof, or any further or different officer of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative 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 and Banks are defined in the first paragraph of this Agreement. Base Rate is defined in Section 2.3(a) hereof. Base Rate Loan means a Loan bearing interest prior to maturity at a rate specified in Section 2.3(a) hereof. Base Rate Margin means the percentage set forth in Schedule 1 hereto beside the then applicable Level. BHP means Black Hills Power, Inc., a South Dakota corporation. Borrower is defined in the first paragraph of this Agreement. Borrowing means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Banks on a single date and for a single Interest Period. Borrowings of Loans are made by and maintained ratably for each of the Banks according to their Percentages. A Borrowing is advanced on the day Banks advance funds comprising such Borrowing to the Borrower, is continued on the date a new Interest Period for the same type of Loans commences for such Borrowing and is converted when such Borrowing is changed from one type of Loan to the other, all as requested by the Borrower pursuant to Section 2.5(a) hereof. BTMU means The Bank of Tokyo-Mitsubishi UFJ, Ltd. Business Day means any day other than a Saturday or Sunday on which Banks are not authorized or required to close in New York, New York, Chicago, Illinois or Rapid City, South Dakota and, if the applicable Business Day relates to the borrowing or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollars in the

Definitions from Second Amended and Restated Credit Agreement

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 9, 2016, among BLACK HILLS CORPORATION, a South Dakota corporation (the Borrower), the financial institutions from time to time party hereto (each a Bank, and collectively the Banks), JPMORGAN CHASE BANK, N.A., in its capacity as syndication agent for the Banks (in such capacity, the Syndication Agent), MUFG UNION BANK, N.A. in its capacity as a co-documentation agent for the Banks and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a co-documentation agent for the Banks (collectively, in such capacities, the Co-Documentation Agents), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks hereunder (in such capacity, the Administrative Agent).

Definitions. The following terms when used herein have the following meanings: Account is defined in Section 8.4(b) hereof. Added Bank is defined in Section 2.12(b) hereof. Additional Commitment Bank is defined in Section 2.15(d) hereof. Adjusted LIBOR is defined in Section 2.3(b) hereof. Administrative Agent is defined in the first paragraph of this Agreement and includes any successor Administrative Agent pursuant to Section 10.7 hereof. Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, control (including, with their correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event for purposes of this definition: (i) any Person which owns directly or indirectly twenty percent (20%) or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or twenty percent (20%) or more of the partnership or other ownership interests of any other Person will be deemed to control such corporation or other Person; and (ii) each director and executive officer of the Borrower or any Subsidiary of the Borrower shall be deemed an Affiliate of the Borrower and each of its Subsidiaries. Agreement means this Second Amended and Restated Credit Agreement, including all Exhibits and Schedules hereto, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. 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, corruption or money laundering. Applicable Margin means, at any time (i) with respect to Base Rate Loans, the Base Rate Margin and (ii) with respect to Eurodollar Loans, the Eurodollar Margin. Approved Fund means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank. Arrangers means, collectively, US Bank, JPMorgan, MUFG and Wells Fargo Securities, LLC. 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 the terms hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent. Authorized Representative means those persons whose specimen signatures are included in the incumbency certificate provided by the Borrower pursuant to Section 6.1(c) hereof, or any further or different officer of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative 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 and Banks are defined in the first paragraph of this Agreement. Unless otherwise specified, the term Banks includes (i) US Bank in its capacity as Swing Line Bank and (ii) each of the Issuing Agents. Bank Notice Date is defined in Section 2.15(b) hereof. Base Rate is defined in Section 2.3(a) hereof. Base Rate Loan means a Loan bearing interest prior to maturity at a rate specified in Section 2.3(a) hereof. Base Rate Margin means the percentage set forth in Schedule 1 hereto beside the then applicable Level. BHP means Black Hills Power, Inc., a South Dakota corporation. Borrower is defined in the first paragraph of this Agreement. Borrowing means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Banks on a single date and for a single Interest Period. Borrowings of Loans are made by and maintained ratably for each of the Banks according to their Percentages. A Borrowing is advanced on the day Banks advance funds comprising such Borrowing to the Borrower, is continued on the date a new Interest Period for the same type of Loans commences for such Borrowing and is converted when such Borrowing is changed from one type of Loan to the other, all as requested by the Borrower pursuant to Section 2.5(a) hereof. The t

Definitions from Term Loan Credit Agreement

THIRD AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of August 9, 2016 among Black Hills Corporation, a South Dakota corporation (as successor by assignment to the Original Borrower (as defined below)) (Borrower), the financial institutions from time to time party hereto (each a Bank, and collectively the Banks), and JPMORGAN CHASE BANK, N.A., in its capacity as agent for the Banks hereunder (including its branches and Affiliates, in such capacity, the Administrative Agent).

Definitions. The following terms when used herein have the following meanings: Adjusted LIBO Rate is defined in Section 2.3(b) hereof. Administrative Agent is defined in the first paragraph of this Agreement and includes any successor Administrative Agent pursuant to Section 10.7 hereof. Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, control (including, with their correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event for purposes of this definition: (i) any Person which owns directly or indirectly twenty percent (20%) or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or twenty percent (20%) or more of the partnership or other ownership interests of any other Person will be deemed to control such corporation or other Person; and (ii) each director and executive officer of the Borrower or any Subsidiary of the Borrower shall be deemed an Affiliate of the Borrower and each of its Subsidiaries. Agreement means this Third Amended and Restated Term Loan Credit Agreement, including all Exhibits and Schedules hereto, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof. 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, corruption or money laundering. Applicable Margin means, at any time (i) with respect to Base Rate Loans, a rate of interest equal to zero percent (0%) per annum, and (ii) with respect to Eurodollar Loans, a rate of interest equal to seven eighths of one percent (0.875%) per annum. Approved Fund means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank. Arrangers means, collectively, JPMorgan and MUFG. 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 the terms hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent. Authorized Representative means those persons whose specimen signatures are included in the incumbency certificate provided by the Borrower pursuant to Section 6.1(c) hereof, or any further or different officer of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative 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 and Banks are defined in the first paragraph of this Agreement. Base Rate is defined in Section 2.3(a) hereof. Base Rate Loan means a Loan bearing interest prior to maturity at a rate specified in Section 2.3(a) hereof. BHP means Black Hills Power, Inc., a South Dakota corporation. Borrower is defined in the first paragraph of this Agreement. Borrowing means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Banks on a single date and for a single Interest Period. Borrowings of Loans are made by and maintained ratably for each of the Banks according to their Percentages. A Borrowing is advanced on the day Banks advance funds comprising such Borrowing to the Borrower, is continued on the date a new Interest Period for the same type of Loans commences for such Borrowing and is converted when such Borrowing is changed from one type of Loan to the other, all as requested by the Borrower pursuant to Section 2.5(a) hereof. Business Day means any day other than a Saturday or Sunday on which Banks are not authorized or required to close in New York, New York, Chicago, Illinois or Rapid City, South Dakota and, if the applicable Business Day relates to the borrowing or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollars in the interbank market in London, England. Capital means, as of any date

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