Capitalized Lease Obligations Uses in Definitions Clause

Definitions from Senior Subordinated Note

INDENTURE dated as of June 9, 2016, among TransDigm Inc., a Delaware corporation (the Company), TransDigm Group Incorporated, a Delaware corporation (Holdings), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).

Definitions. 2010 Transactions means the closing of the Acquisition, offering of the 2018 Notes on December 14, 2010, borrowings made on December 14, 2010 pursuant to the Credit Facilities and the repayment of certain Indebtedness of the Company and Holdings with the proceeds of such borrowings and issuance of the 2018 Notes. 2013 Accounts Receivable Facility means the 364-day, $250 million revolving accounts receivable securitization facility, entered into on October 21, 2013, by the Company, as further described in the Final Offering Memorandum. 2014 Transactions means the offering of the 2022 Notes and the 2024 Notes on June 4, 2014, the borrowings made on the June 4, 2014 pursuant to the Credit Facilities and the repayment of the 2018 Notes with the proceeds of such offerings and borrowings. 2015 Transactions means the offering of the 2025 Notes on May 14, 2015, and the borrowing of the 2022 Term Loans pursuant to the Credit Facilities. 2016 Transactions means offering of the Notes on the Issue Date and borrowings of the 2023 Term Loans pursuant to the Credit Facilities as described in the Final Offering Memorandum. 2018 Notes means the Companys 7.75% Senior Subordinated Notes due 2018 issued under the Indenture dated December 14, 2010 among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2020 Notes means the Companys 5.50% Senior Subordinated Notes due 2020 issued under the Indenture dated October 15, 2012, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2021 Notes means the Companys 7.50% Senior Subordinated Notes due 2021 issued under the Indenture dated July 1, 2013, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2022 Notes means the Companys 6.000% Senior Subordinated Notes due 2022 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2022 Term Loans means up to $1,040,000,000 of term loans due 2022 borrowed by the Company pursuant to the Credit Facilities on or about the date of the closing of the Pexco Acquisition. 2023 Term Loans means up to $950,000,000 of term loans due 2023 borrowed by the Company pursuant to the Credit Facilities on or about the date of the closing of the DDC Acquisition. 2024 Notes means the Companys 6.500% Senior Subordinated Notes due 2024 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2025 Notes means the Companys 6.500% Senior Subordinated Notes due 2025 issued under the Indenture dated May 14, 2015, among the Company, Holdings, the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, including Indebtedness incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation. Acquisition means the acquisition of all the equity interests of McKechnie Aerospace Holdings, Inc., a Delaware corporation, from McKechnie Holdings LLC, pursuant to a Stock Purchase Agreement, dated as of September 25, 2010, by and among McKechnie Holdings LLC, the Company and Holdings. Additional Interest means all additional interest then owing pursuant to Section 6 of the Registration Rights Agreement. Additional Notes means, subject to the Companys compliance with Section 4.03, 6.375% Senior Subordinated Notes due 2026 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture). Adjusted Treasury Rate means, with respect to any redemption date, as provided by the Company, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H. 15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to con

Definitions from Amended and Restated Credit Agreement

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 22, 2016, is among SESI, L.L.C., as the Borrower, SUPERIOR ENERGY SERVICES, INC., as the Parent, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and the Lenders from time to time party hereto.

Definitions. As used in this Agreement, the following terms shall have the following meanings: 6.375% Senior Notes is defined in Section 2.18(c). 7.125% Senior Notes is defined in Section 2.18(c). Acquisition means any transaction, or 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 business concern or all or substantially all of the assets of any firm, corporation or limited liability company or division thereof that is a going business concern, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests (including any option, warrant or any right to acquire any of the foregoing) of any other Person or (c) acquires interests in mineral leases. Acquisition shall not include the formation of a Wholly-Owned Subsidiary of the Borrower or any Wholly-Owned Subsidiary of any Wholly-Owned Subsidiary of the Borrower or any merger or consolidation among the Borrower and its Wholly-Owned Subsidiaries. Additional Assets means any (a) property or assets (other than Funded Indebtedness, Equity Interests and working capital assets) used or useful in the businesses of the Borrower and its Subsidiaries or any business related, ancillary or complementary thereto, (b) the Equity Interests of a Person that becomes a Subsidiary as a result of the Acquisition of such Equity Interests by the Parent, the Borrower or another Subsidiary or (c) Equity Interests constituting a minority interest in any Person that at such time is a Subsidiary; provided, however, that any such Subsidiary described in clauses (b) and (c) above is primarily engaged in a business in which the Borrower or its Subsidiaries are engaged or any business related, ancillary or complementary thereto. Additional Contingent Consideration means consideration payable by the Borrower or its Subsidiaries to sellers subsequent to the closing of an Acquisition that is dependent on the performance of the acquired company following the Acquisition. For the purposes of calculating financial covenants in Section 6.18, the amount of Additional Contingent Consideration to be included shall be the amount of Additional Contingent Consideration (excluding any accrued interest) which through the date of determination of such covenant and based on the performance of the acquired company through the date of determination of such covenant, the Borrower reasonably anticipates paying to the sellers within the 12 months following the date of determination. Administrative Agent means JPMorgan Chase Bank, N.A., 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, (a) made by the Lenders on the same Borrowing Date, (b) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Advances, for the same Eurodollar Interest Period, or (c) made by the Swing Line Lender on the Swing Line Loan. Affected Lender is defined in Section 3.6. Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 20% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Agent Indemnitee is defined in Section 10.7. Aggregate Commitment means the aggregate of the Commitment of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. Aggregate Exposure means, with respect to any Lender at any time, an amount equal to the sum of such Lenders Commitment then in effect or, if the Commitments have been terminated, the amount of such Lenders Extensions of Credit then outstanding. Aggregate Exposure Percentage means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lenders Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. Agreement means this Fourth Amended and Restated Credit Agreement, as the same may be amended, modified, restated, or otherwise supplemented from time to time. Alternate Base Rate means, for any day, the rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) t

Definitions from Five Year Credit Agreement

AGREEMENT dated as of October 9, 2015 among LOCKHEED MARTIN CORPORATION, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Syndication Agent, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Documentation Agents, J.P. MORGAN SECURITIES INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Arrangers, and BANK OF AMERICA, N.A., as Administrative Agent.

Definitions. The following terms, as used herein and in any Exhibit or Schedule hereto, have the following meanings: Additional Lender has the meaning set forth in Section 2.19(b). Administrative Agent means Bank of America, N.A. in its capacity as administrative agent for the Lenders hereunder, and its successor or 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 Agents with a copy to the Company duly completed by such Lender. Agent Parties has the meaning set forth in Section 9.02(c). Agents means the Administrative Agent, the Syndication Agent and the Documentation Agents, and Agent means any of the foregoing. Agreement means this Five-Year Credit Agreement as it may be amended from time to time. Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other similar laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption. 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 Eurodollar Loans, its Eurodollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office. Approved Fund means any Fund that is administered or managed by a Lender or an affiliate of a Lender. Arrangers means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Agricole Corporate and Investment Bank and Mizuho Bank, Ltd., in their capacity as joint lead arrangers and joint bookrunners in respect of this Agreement. Assignment and Assumption Agreement means an agreement, substantially in the form of Exhibit J hereto (including electronic documentation substantially in such form generated by use of an electronic platform), under which an interest of a Lender hereunder is transferred to an Eligible Assignee pursuant to Section 9.08(c) hereof. 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 Eurodollar Rate for one month interest period commencing on such day (or if such day is not a Eurodollar Business Day, the immediately preceding Eurodollar Business Day) plus 1%, each change in the Base Rate to become effective on the day on which such change occurs. Base Rate Loan means any Committed Loan in respect of which interest is to be computed on the basis of the Base Rate. Capitalized Lease Obligations means any and all monetary obligations under any leasing arrangements which have been capitalized, as such obligations are reported in the consolidated financial statements of the Company and its Consolidated Subsidiaries. Change in Law means, for purposes of Section 8.01 and Section 8.02, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued or implemented. Closing Date means October 9, 2015. Commitment means as to each Lender at any time, the amount set forth opposite such Lenders name on the Commitment Schedule or in the applicable Assignment and Assumption Agreement, as such amount may be decreased pursuant to the terms of this Agreement. Commitment Schedule means the Commitment Schedule attached hereto as Schedule I. Commitment Termination Date means October 9, 2020, or such later date to which the Commitment Termination Date may be extended pursuant to Section 2.18, or if any such date is not a Domestic Business Day, the next preceding Domestic Business Day. Committed Loan means a Loan made by a Lender pursuant to Section 2.01. Committed Notes means promissory notes of the Company, substantially in the form of Exhibit H-1 hereto, evidencing the obligation of the Company to repay the Committed Loans, and Committed Note means any one of such pro

Definitions from Credit Agreement

AGREEMENT dated as of October 9, 2015 among LOCKHEED MARTIN CORPORATION, the LENDERS listed on the signature pages hereof, CITIBANK, N.A., as Syndication Agent, JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, MORGAN STANLEY MUFG LOAN PARTNERS, LLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MIZUHO BANK, LTD. and WELLS FARGO BANK, N.A., as Documentation Agents, CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC, GOLDMAN SACHS BANK USA, MORGAN STANLEY MUFG LOAN PARTNERS, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MIZUHO BANK, LTD. and WELLS FARGO SECURITIES LLC, as Arrangers, and BANK OF AMERICA, N.A., as Administrative Agent.

Definitions. The following terms, as used herein and in any Exhibit or Schedule hereto, have the following meanings: 2015 Five-Year Credit Agreement means the Five-Year Credit Agreement dated as of the date hereof, among, inter alios, the Company, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto, as amended from time to time. Acquired Business has the meaning set forth in the definition of Acquisition. Acquisition means the acquisition of Sikorsky Aircraft Corporation and certain affiliated entities (the Acquired Business) from United Technologies Corporation by the Company pursuant to the terms of the Acquisition Agreement. Acquisition Agreement means that certain Stock Purchase Agreement, dated as of July 19, 2015, by and among United Technologies Corporation, the other sellers party thereto, and the Company, as amended from time to time. Administrative Agent means Bank of America, N.A. in its capacity as administrative agent for the Lenders hereunder, and its successor or 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 Agents with a copy to the Company duly completed by such Lender. Agent Parties has the meaning set forth in Section 9.02(c). Agents means the Administrative Agent, the Syndication Agent and the Documentation Agents, and Agent means any of the foregoing. Agreement means this 364-Day Credit Agreement as it may be amended from time to time. Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other similar laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or 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 Eurodollar Loans, its Eurodollar Lending Office. Approved Fund means any Fund that is administered or managed by a Lender or an affiliate of a Lender. Arrangers means Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC, acting through The Bank of Tokyo-Mitsubishi-UFJ, Ltd. and Morgan Stanley Senior Funding, Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd. and Wells Fargo Securities LLC, in their capacity as joint lead arrangers and joint bookrunners in respect of this Agreement. Assignment and Assumption Agreement means an agreement, substantially in the form of Exhibit E hereto (including electronic documentation substantially in such form generated by use of an electronic platform), under which an interest of a Lender hereunder is transferred to an Eligible Assignee pursuant to Section 9.08(c) hereof. 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 Eurodollar Rate for one month interest period commencing on such day (or if such day is not a Eurodollar Business Day, the immediately preceding Eurodollar Business Day) plus 1%, each change in the Base Rate to become effective on the day on which such change occurs. Base Rate Loan means any Loan in respect of which interest is to be computed on the basis of the Base Rate. Capitalized Lease Obligations means any and all monetary obligations under any leasing arrangements which have been capitalized, as such obligations are reported in the consolidated financial statements of the Company and its Consolidated Subsidiaries. Change in Law means, for purposes of Section 8.01 and Section 8.02, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued or implemented. Closing Date means October 9, 2015. Commitment mea

Definitions from Equity Purchase Agreement

THIS EQUITY PURCHASE AGREEMENT (this "Agreement"), dated as of September 11, 2015, is made by and among Trilogy Investors, LLC, a Delaware limited liability company (the "Company"), Trilogy Holdings LP, a Delaware limited partnership (the "Blocker Seller"), Trilogy Holdings LLC, a Delaware limited liability company (the "Blocker Entity"), Trilogy Holdings Corporation, a Delaware corporation ("Trilogy Holdings" and together with the Blocker Entity, collectively, the "Blocker/HoldCo Parties" and together with the Company, collectively, the "Trilogy Parties" and each, a "Trilogy Party"), Randall J. Bufford and each of the Persons that is or becomes a party to this Agreement to sell its Equity Interests in the Company as provided herein pursuant to a Joinder (each, a "Unit Seller" and, together with the Blocker Seller, collectively, the "Sellers" and each, a "Seller"), and Trilogy Real Estate Investment Trust, a Maryland statutory trust (the "Purchaser"). Capitalized terms used and not ot

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:"Accounting Principles" means the accounting principles, policies, practices and methodologies followed in the preparation of the audited Financial Statements applied on a consistent basis, to the extent in accordance with GAAP and the specific principles, policies and methodologies set forth on Schedule 12.01(a); provided, that in the event of any conflict, the specific principles, policies and methodologies set forth on Schedule 12.01(a) will govern even if not in accordance with GAAP."Action" means any claim, suit, litigation, action, arbitration, audit, proceeding or investigation brought by or before any Governmental Entity."Actual CapEx" means, with respect to each line item of capital expenditures set forth in the CapEx Schedule, the aggregate amount of the Company's actual capital expenditures with respect to such line item during the period between January 1, 2015 through the Closing Date (other than, for the avoidance of doubt, any capital expenditures included in the determination of the Madison Investment and any emergency capital expenditures)."Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise."Affiliated Group" means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of which any of the Company or any of its Subsidiaries is or has been a member."Base Purchase Price" means $1,125,000,000."Blocker Equity Consideration" means the Blocker Equity Sale Consideration, as adjusted pursuant to this Agreement."Business" means the business of the Company and its Subsidiaries, including (i) developing, owning, leasing, managing and operating the Facilities, (ii) owning, managing and operating pharmacies and engaging in pharmacy consulting services, and (iii) owning, managingand operating a rehabilitation and therapy agency and outpatient physical therapy clinics, each as conducted by the Company and its Subsidiaries on the date hereof and immediately prior to the Closing."Business Day" means any day other than (a) a Saturday or Sunday, or (b) any other day on which commercial banks in New York, New York or London are authorized or required by Law to close."CapEx Adjustment" means the sum of (a) with respect to each line item of capital expenditures set forth on the CapEx Schedule other than "Routine Capex" and "IT Capex," (as indicated on the CapEx Schedule) an amount equal to Actual CapEx minus Scheduled CapEx with respect to such line item, which amount may be positive or negative, and (b) with respect to Routine Capex and IT Capex, (x) if Actual CapEx is greater than or equal to ninety percent (90%) of Scheduled CapEx, an amount equal to zero dollars ($0), or (y) if Actual CapEx is less than ninety percent (90%) of Scheduled CapEx, the amount by which Actual CapEx is less than ninety percent (90%) of Scheduled CapEx, expressed as a negative number. In no event will lease buyouts or repurchases be considered CapEx or be included in the CapEx Adjustment."CapEx Schedule" means Schedule 12.01(b)."Capitalized Lease Obligations" means, as of any particular time, all obligations of the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries under any Leases and personal property leases (or other arrangement conveying the right to use real or personal property, or a combination thereof) that are required to be capitalized under GAAP; provided, that the Leases set forth on Schedule 12.01(c) shall be deemed not to be Capitalized Lease Obligations."Cash" means, with respect to the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries, as of a particular time, all cash (other than the Restricted Funds or any other restricted cash), cash equivalents and marketable securities held by the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries at such time on a consolidated basis, determined in accordance with the Accounting Principles (other than fiduciary funds or funds held in trust for residents). For avoidance of doubt, Cash shall (i) be calculated net of issued but uncleared checks and drafts, (ii) include checks and drafts deposited for the account of the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries and (iii) exclude any Restricted Funds."Certificate of Merger" means a certificate of merger, dated as of the Closing Date, by and between the Company and TMH, to effect the Merger in form and substance reasonably satisfactory to the Purchaser and Representative."Closing Cash" means the aggregate amount of Cash as of the Effective Time."Closing Restric

Definitions from Equity Purchase Agreement

THIS EQUITY PURCHASE AGREEMENT (this "Agreement"), dated as of September 11, 2015, is made by and among Trilogy Investors, LLC, a Delaware limited liability company (the "Company"), Trilogy Holdings LP, a Delaware limited partnership (the "Blocker Seller"), Trilogy Holdings LLC, a Delaware limited liability company (the "Blocker Entity"), Trilogy Holdings Corporation, a Delaware corporation ("Trilogy Holdings" and together with the Blocker Entity, collectively, the "Blocker/HoldCo Parties" and together with the Company, collectively, the "Trilogy Parties" and each, a "Trilogy Party"), Randall J. Bufford and each of the Persons that is or becomes a party to this Agreement to sell its Equity Interests in the Company as provided herein pursuant to a Joinder (each, a "Unit Seller" and, together with the Blocker Seller, collectively, the "Sellers" and each, a "Seller"), and Trilogy Real Estate Investment Trust, a Maryland statutory trust (the "Purchaser"). Capitalized terms used and not ot

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:"Accounting Principles" means the accounting principles, policies, practices and methodologies followed in the preparation of the audited Financial Statements applied on a consistent basis, to the extent in accordance with GAAP and the specific principles, policies and methodologies set forth on Schedule 12.01(a); provided, that in the event of any conflict, the specific principles, policies and methodologies set forth on Schedule 12.01(a) will govern even if not in accordance with GAAP."Action" means any claim, suit, litigation, action, arbitration, audit, proceeding or investigation brought by or before any Governmental Entity."Actual CapEx" means, with respect to each line item of capital expenditures set forth in the CapEx Schedule, the aggregate amount of the Company's actual capital expenditures with respect to such line item during the period between January 1, 2015 through the Closing Date (other than, for the avoidance of doubt, any capital expenditures included in the determination of the Madison Investment and any emergency capital expenditures)."Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise."Affiliated Group" means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax Law) of which any of the Company or any of its Subsidiaries is or has been a member."Base Purchase Price" means $1,125,000,000."Blocker Equity Consideration" means the Blocker Equity Sale Consideration, as adjusted pursuant to this Agreement."Business" means the business of the Company and its Subsidiaries, including (i) developing, owning, leasing, managing and operating the Facilities, (ii) owning, managing and operating pharmacies and engaging in pharmacy consulting services, and (iii) owning, managingand operating a rehabilitation and therapy agency and outpatient physical therapy clinics, each as conducted by the Company and its Subsidiaries on the date hereof and immediately prior to the Closing."Business Day" means any day other than (a) a Saturday or Sunday, or (b) any other day on which commercial banks in New York, New York or London are authorized or required by Law to close."CapEx Adjustment" means the sum of (a) with respect to each line item of capital expenditures set forth on the CapEx Schedule other than "Routine Capex" and "IT Capex," (as indicated on the CapEx Schedule) an amount equal to Actual CapEx minus Scheduled CapEx with respect to such line item, which amount may be positive or negative, and (b) with respect to Routine Capex and IT Capex, (x) if Actual CapEx is greater than or equal to ninety percent (90%) of Scheduled CapEx, an amount equal to zero dollars ($0), or (y) if Actual CapEx is less than ninety percent (90%) of Scheduled CapEx, the amount by which Actual CapEx is less than ninety percent (90%) of Scheduled CapEx, expressed as a negative number. In no event will lease buyouts or repurchases be considered CapEx or be included in the CapEx Adjustment."CapEx Schedule" means Schedule 12.01(b)."Capitalized Lease Obligations" means, as of any particular time, all obligations of the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries under any Leases and personal property leases (or other arrangement conveying the right to use real or personal property, or a combination thereof) that are required to be capitalized under GAAP; provided, that the Leases set forth on Schedule 12.01(c) shall be deemed not to be Capitalized Lease Obligations."Cash" means, with respect to the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries, as of a particular time, all cash (other than the Restricted Funds or any other restricted cash), cash equivalents and marketable securities held by the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries at such time on a consolidated basis, determined in accordance with the Accounting Principles (other than fiduciary funds or funds held in trust for residents). For avoidance of doubt, Cash shall (i) be calculated net of issued but uncleared checks and drafts, (ii) include checks and drafts deposited for the account of the Blocker Entity, Trilogy Holdings, the Company and its Subsidiaries and (iii) exclude any Restricted Funds."Certificate of Merger" means a certificate of merger, dated as of the Closing Date, by and between the Company and TMH, to effect the Merger in form and substance reasonably satisfactory to the Purchaser and Representative."Closing Cash" means the aggregate amount of Cash as of the Effective Time."Closing Restric

Definitions from Senior Subordinated Note

INDENTURE dated as of May 14, 2015, among TransDigm Inc., a Delaware corporation (the Company), TransDigm Group Incorporated, a Delaware corporation (Holdings), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).

Definitions. 2010 Transactions means the closing of the Acquisition, offering of the 2018 Notes on December 14, 2010, borrowings made on December 14, 2010 pursuant to the Credit Facilities and the repayment of certain Indebtedness of the Company and Holdings with the proceeds of such borrowings and issuance of the 2018 Notes. 2013 Accounts Receivable Facility means the 364-day, $225 million revolving accounts receivable securitization facility, entered into on October 21, 2013, by the Company, as further described in the Final Offering Memorandum. 2014 Transactions means the offering of the 2022 Notes and the 2024 Notes on June 4, 2014, the borrowings made on the June 4, 2014 pursuant to the Credit Facilities and the repayment of the 2018 Notes with the proceeds of such offerings and borrowings. 2015 Transactions means the offering of the Notes on the Issue Date and the borrowing of the 2022 Term Loans as described in the Final Offering Memorandum. 2018 Notes means the Companys 7.75% Senior Subordinated Notes due 2018 issued under the Indenture dated December 14, 2010 among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2020 Notes means the Companys 5.50% Senior Subordinated Notes due 2020 issued under the Indenture dated October 15, 2012, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2021 Notes means the Companys 7.50% Senior Subordinated Notes due 2021 issued under the Indenture dated July 1, 2013, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2022 Notes means the Companys 6.000% Senior Subordinated Notes due 2022 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2022 Term Loans means up to $1,040,000,000 of term loans due 2022 borrowed by the Company pursuant to the Credit Facilities on or about the date of the closing of the Pexco Acquisition. 2024 Notes means the Companys 6.500% Senior Subordinated Notes due 2022 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, including Indebtedness incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation. Acquisition means the acquisition of all the equity interests of McKechnie Aerospace Holdings, Inc., a Delaware corporation, from McKechnie Holdings LLC, pursuant to a Stock Purchase Agreement, dated as of September 25, 2010, by and among McKechnie Holdings LLC, the Company and Holdings. Additional Interest means all additional interest then owing pursuant to Section 6 of the Registration Rights Agreement. Additional Notes means, subject to the Companys compliance with Section 4.03, 6.500% Senior Subordinated Notes due 2025 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture). Adjusted Treasury Rate means, with respect to any redemption date, as provided by the Company, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H. 15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Initial Redemption Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rat

Definitions from Five Year Credit Agreement

AGREEMENT dated as of August 14, 2014 among LOCKHEED MARTIN CORPORATION, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, as Syndication Agent, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent.

Definitions. The following terms, as used herein and in any Exhibit or Schedule hereto, have the following meanings: Additional Lender has the meaning set forth in Section 2.19(b). Administrative Agent means Bank of America, N.A. in its capacity as administrative agent for the Lenders hereunder, and its successor or 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 Agents with a copy to the Company duly completed by such Lender. Agents means the Administrative Agent, the Syndication Agent and the Documentation Agents, and Agent means any of the foregoing. Agent Parties has the meaning set forth in Section 9.02(c). Agreement means this Five-Year Credit Agreement as it may be amended from time to time. Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other similar laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its Eurodollar Loans, its Eurodollar Lending Office and (iii) in the case of its Competitive Bid Loans, its Competitive Bid Lending Office. Approved Fund means any Fund that is administered or managed by a Lender or an affiliate of a Lender. Arrangers means J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Agricole Corporate and Investment Bank and Mizuho Bank, Ltd., in their capacity as joint lead arrangers and bookrunners in respect of this Agreement. Assignment and Assumption Agreement means an agreement, substantially in the form of Exhibit J hereto (including electronic documentation substantially in such form generated by use of an electronic platform), under which an interest of a Lender hereunder is transferred to an Eligible Assignee pursuant to Section 9.08(c) hereof. Available Amount has the meaning set forth in Section 6.02. 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 Eurodollar Rate for one month interest period commencing on such day (or if such day is not a Eurodollar Business Day, the immediately preceding Eurodollar Business Day) plus 1%, each change in the Base Rate to become effective on the day on which such change occurs. Base Rate Loan means any Committed Loan in respect of which interest is to be computed on the basis of the Base Rate. Capitalized Lease Obligations means any and all monetary obligations under any leasing arrangements which have been capitalized, as such obligations are reported in the consolidated financial statements of the Company and its Consolidated Subsidiaries. Cash Collateral Account has the meaning set forth in Section 6.02. Change in Law means, for purposes of Section 8.01 and Section 8.02, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued or implemented. Closing Date means August 14, 2014. Collateral has the meaning set forth in Section 6.02. Collaterized Amount has the meaning set forth in Section 2.20(d)(ii). Commitment means as to each Lender at any time, the amount set forth opposite such Lenders name on the Commitment Schedule or in the applicable Assignment and Assumption Agreement, as such amount may be decreased pursuant to the terms of this Agreement. Commitment Schedule means the Commitment Schedule attached hereto as Schedule I. Commitment Termination Date means August 14, 2019, or such later date to which the Termination Date may be extended pursuant to Section 2.18, or if any such date is not a Domestic Business Day, the next preceding Domestic Business Day. Committed Loan means

Definitions from Senior Subordinated Note

INDENTURE dated as of June 4, 2014, among TransDigm Inc., a Delaware corporation (the Company), TransDigm Group Incorporated, a Delaware corporation (Holdings), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).

Definitions. 2010 Transactions means the closing of the Acquisition, offering of the 2018 Notes on December 14, 2010, borrowings made on December 14, 2010 pursuant to the Credit Facilities and the repayment of certain Indebtedness of the Company and Holdings with the proceeds of such borrowings and issuance of the 2018 Notes. 2013 Accounts Receivable Facility means the 364-day, $225 million revolving accounts receivable securitization facility, entered into on October 21, 2013, by the Company, as further described in the Final Offering Memorandum. 2014 Transactions means the offering of the Notes and the 2024 Notes on the Issue Date, the borrowings made on the Issue Date pursuant to the Credit Facilities and the repayment of the 2018 Notes with the proceeds of such offerings and borrowings. 2018 Notes means the Companys 7.75% Senior Subordinated Notes due 2018 issued under the Indenture dated December 14, 2010 among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2020 Notes means the Companys 5.50% Senior Subordinated Notes due 2020 issued under the Indenture dated October 15, 2012, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2021 Notes means the Companys 7.50% Senior Subordinated Notes due 2021 issued under the Indenture dated July 1, 2013, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2024 Notes means the Companys 6.500% Senior Subordinated Notes due 2024 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, including Indebtedness incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation. Acquisition means the acquisition of all the equity interests of McKechnie Aerospace Holdings, Inc., a Delaware corporation, from McKechnie Holdings, LLC, pursuant to a Stock Purchase Agreement, dated as of September 25, 2010, by and among McKechnie Holdings LLC, the Company and TD Group. Additional Interest means all additional interest then owing pursuant to Section 6 of the Registration Rights Agreement. Additional Notes means, subject to the Companys compliance with Section 4.03, 6.000% Senior Subordinated Notes due 2022 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture). Adjusted Treasury Rate means, with respect to any redemption date, as provided by the Company, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H. 15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Initial Redemption Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the date that the applicable redemption notice is first sent or mailed, in each case, plus 0.50%. Affiliate means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term contr

Definitions from Senior Subordinated Note

INDENTURE dated as of June 4, 2014, among TransDigm Inc., a Delaware corporation (the Company), TransDigm Group Incorporated, a Delaware corporation (Holdings), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).

Definitions. 2010 Transactions means the closing of the Acquisition, offering of the 2018 Notes on December 14, 2010, borrowings made on December 14, 2010 pursuant to the Credit Facilities and the repayment of certain Indebtedness of the Company and Holdings with the proceeds of such borrowings and issuance of the 2018 Notes. 2013 Accounts Receivable Facility means the 364-day, $225 million revolving accounts receivable securitization facility, entered into on October 21, 2013, by the Company, as further described in the Final Offering Memorandum. 2014 Transactions means the offering of the Notes and the 2022 Notes on the Issue Date, the borrowings made on the Issue Date pursuant to the Credit Facilities and the repayment of the 2018 Notes with the proceeds of such offerings and borrowings. 2018 Notes means the Companys 7.75% Senior Subordinated Notes due 2018 issued under the Indenture dated December 14, 2010 among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2020 Notes means the Companys 5.50% Senior Subordinated Notes due 2020 issued under the Indenture dated October 15, 2012, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2021 Notes means the Companys 7.50% Senior Subordinated Notes due 2021 issued under the Indenture dated July 1, 2013, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. 2022 Notes means the Companys 6.000% Senior Subordinated Notes due 2022 issued under the Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, including Indebtedness incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation. Acquisition means the acquisition of all the equity interests of McKechnie Aerospace Holdings, Inc., a Delaware corporation, from McKechnie Holdings, LLC, pursuant to a Stock Purchase Agreement, dated as of September 25, 2010, by and among McKechnie Holdings LLC, the Company and TD Group. Additional Interest means all additional interest then owing pursuant to Section 6 of the Registration Rights Agreement. Additional Notes means, subject to the Companys compliance with Section 4.03, 6.500% Senior Subordinated Notes due 2024 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture). Adjusted Treasury Rate means, with respect to any redemption date, as provided by the Company, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H. 15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Initial Redemption Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the date that the applicable redemption notice is first sent or mailed, in each case, plus 0.50%. Affiliate means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term contr