Credit Agricole Corporate and Investment Bank Uses in Definitions Clause

Definitions from Preferred Stock Purchase Agreement

This PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 28, 2017 (this Agreement), is entered into by and among CARRIZO OIL & GAS, INC., a Texas corporation (the Company), and the purchasers set forth in Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of the Purchasers or their Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., other than with respect to Section 6.01 and Section 8.10; and (ii) any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of the Purchasers. Agreement has the meaning specified in the introductory paragraph of this Agreement. Amended Credit Agreement has the meaning specified in the Recitals. Anti-Corruption Law has the meaning specified in Section 3.25. Appraiser has the meaning specified in Section 2.03. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close. Closing has the meaning specified in Section 2.02(a). Closing Date has the meaning specified in Section 2.02(a). Code means the Internal Revenue Code of 1986, as amended. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share. Company has the meaning specified in the introductory paragraph of this Agreement. Company Group Subsidiaries means all of the Subsidiaries of the Company. Company Related Parties has the meaning specified in Section 6.02. Company SEC Documents has the meaning specified in Section 3.03. Confidentiality Agreement means the Amended and Restated Confidentiality Agreement, dated as of June 5, 2017, between the Company and GSO. Control mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. The terms Controlled and Controlling shall have correlative meanings Credit Agreement means that certain Credit Agreement, dated as of January 27, 2011, by and among the Company, BNP Paribas, as Administrative Agent, Credit Agricole Corporate and Investment Bank and Royal Bank of Canada, as Co-Syndication Agents, Capital One, N.A. and Compass Bank, as Co-Documentation Agents, BNP Paribas Securities Corp. as Sole Lead Arranger and Sole Bookrunner, and the Lenders party thereto, as amended from time to time. CRZO Entities means the Company and the Company Group Subsidiaries, collectively. Environmental Law means any Law relating to the prevention of pollution or protection of the environment or imposing legally enforceable liability or standards of conduct concerning any Hazardous Materials. Equity Offering means any underwritten public offering of at least 10,000,000 shares of Common Stock by the Company. ERISA has the meaning specified in Section 3.24. ERISA-Subject Plan has the meaning specified in Section 3.24. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. FCPA has the meaning specified in Section 3.25. Funding Obligation means an amount equal to the Purchase Price multiplied by the number of Purchased Shares to be purchased by a Purchaser on the Closing Date, as set forth opposite such Purchasers name on Schedule A. GAAP means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the CRZO Entities or any of their respective Properties. GSO means GSO Capital Partners LP, a Delaware limited partnership

Definitions from Purchase Agreement

THIS PURCHASE AGREEMENT (Agreement) is made as of October 4, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the Company), and the Investors set forth on the signature pages affixed hereto (each an Investor and collectively the Investors).

Definitions. In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set forth below: Additional Private Placement has the meaning set forth in Section 7.11. Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with, such Person. Agents means, collectively, Jefferies LLC (Jefferies), DNB Markets ASA and Evercore Group LLC. Backstop Commitment means, with respect to any Investor, the backstop subscription amount set forth opposite such Investors name on Schedule 1 hereto, as adjusted pursuant to Section 3.3. Backstop Shares has the meaning set forth in Section 2. Basic Shares has the meaning set forth in Section 2. Basic Subscription Amount has the meaning set forth in Section 2. Business Day means any day, other than a Saturday or Sunday or other day, on which banks in the City of New York are authorized or required by law or executive order to remain closed. Closing has the meaning set forth in Section 3.1. Closing Date means the Business Day on which the Closing occurs, which shall be no earlier than the date as of which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) the Investors obligations to pay the Subscription Amount, and (ii) the Companys obligations to deliver the Shares at the Closing, in each case, have been satisfied or waived. Commitment Fee shall mean 288,660 shares of Series A Preferred Stock. Common Stock Equivalents means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Companys Knowledge means the actual knowledge of Peter C. Georgiopoulos, John C. Wobensmith, Apostolos D. Zafolias, or Joseph Adamo. Confidential Information means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information). Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Debt Commitment Letter means that certain Second Amended and Restated Commitment Letter by and among the Company, Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschaft, Credit Industriel et Commercial and BNP Paribas in substantially the form attached hereto as Exhibit C. Deemed Liquidation Event means the voluntary or involuntary liquidation, dissolution or winding up of the Company, or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries taken as a whole, in a single transaction or series of transactions, or adoption of any plan for the same. Effective Date means the date on which the initial Registration Statement is declared effective by the SEC. Effectiveness Deadline means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the Registration Rights Agreement. Fundamental Representations means the representations and warranties set forth in Section 4.1 (first and fourth sentences only), Section 4.2, Section 4.3, Section 4.4, Section 4.25 and the last sentence of Section 4.30. Hayfin Facility Agreement means the Facility Agreement, dated November 4, 2015, by and among the indirect Subsidiaries of the Company listed therein as borrowers, Genco Holdings Limited, the financial institutions listed therein as lenders, and Hayfin Services LLP, as agent and security agent. Hayfin Term Sheet means the term sheet dated June 29, 2016 in respect of the proposed amendment of the Hayfin Facility Agreement. Insider means each director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Companys outstanding voting equity securities, calculated on the basis of voting power, and any promoter connected with the Company in any capacity on the date hereof. Intellectual Property means all of the following: (i) patents, patent application

Definitions from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (the "Agreement"), dated as of June 29, 2016 (the "Execution Date"), by and among SunPower AssetCo, LLC, a Delaware limited liability company ("AssetCo"), 8point3 Operating Company, LLC, a Delaware limited liability company (the "Contributor") and, solely for purposes of agreeing to its obligations set forth in Section 7.07, SunPower Corporation, a Delaware corporation ("Parent Guarantor" or "SunPower" and, together with AssetCo and the Contributor, each a "Party" and collectively, the "Parties"). Capitalized terms used herein shall have the meanings set forth in Article I hereof.

Definitions. In this Agreement (including the Preamble and Recitals hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined): "8point3 Entities" means the Partnership and its Subsidiaries. "8point3 OpCo Holdings" has the meaning set forth in the Recitals. "Acquired Assets" has the meaning set forth in Section 3.11(a). "Acquired Companies" means the Company, the Project Holding Company and the Project Company. "Action" means any action, notice, claim, suit, arbitration, investigation, information, audit, request or proceeding by or before any arbitrator, court, or other Governmental Entity. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, AssetCo and its Affiliates will not be deemed to be Affiliates of the 8point3 Entities hereunder, and vice versa. "Agreement" has the meaning set forth in the Preamble. "Amended and Restated Company LLC Agreement" has the meaning set forth in Section 2.04(a). "AssetCo" has the meaning set forth in the Preamble. "AssetCo Disclosure Schedule" means the disclosure schedule prepared and delivered by AssetCo to the Contributor as of the Execution Date. "AssetCo Group" has the meaning set forth in Section 7.03. "AssetCo Indemnified Taxes" means (i) all Tax liabilities attributable to the ownership, management and operation of the Acquired Companies or the ownership and operation of the Acquired Assets or the Business and incurred on or prior to the Execution Date (as determined under Section 10.02), including (a) any such Tax liabilities of AssetCo and its Affiliates (including the Acquired Companies and the Contributor) that may result from the consummation of the transactions contemplated by this Agreement, (b) any such Tax liabilities arising under Treasury Regulations Section 1.1502-6 and any similar provisions of state, local or foreign Law, by contract, as successor, transferee or otherwise, or which are attributable to having been a member of a consolidated, combined or unitary group, and (c) any Tax imposed on the Acquired Companies or the Contributor that results from the business or operation of any other Affiliate of AssetCo. "AssetCo Material Adverse Effect" means a Material Adverse Effect with respect to the Acquired Companies, taken as a whole, or a material adverse effect on the ability of AssetCo or its Affiliates to consummate the transactions contemplated by the Transaction Documents or to perform its material obligations under the Transaction Documents. "AssetCo Party" has the meaning set forth in Section 3.01. "AssetCo Specified Representations" means those representations and warranties made in Sections 3.01 (Organization; Qualification), 3.02 (Authority and Power), 3.03 (Valid and Binding Obligation), 3.06 (Issuance of Class B Interests), 3.07 (Capital Stock) and 3.21 (No Brokers). "Balance Sheet" has the meaning set forth in Section 3.08(a). "Board of Directors" has the meaning set forth in the Recitals. "Business" means the business of the Acquired Companies on the Execution Date. "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day. "Cash Contribution" has the meaning set forth in Section 2.01(a). "Cash Grant" means any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, P.L. 111-5, as amended, or any successor provision. "Charter Documents" means, with respect to any Person, all charter, organizational and other documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and its by-laws; (b) in respect of a general partnership, its statement of partnership existence, if any, and its partnership agreement; (c) in respect of a limited partnership, its certificate of limited partnership and its partnership agreement; and (d) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement. "Class A Interests" means 100% of the class A limited liability company interests of the Company. "Class B Interests" means 100% of the class B limited liability company interests of the Company. "C

Definitions from Amendment to Credit Agreement

This THIRD AMENDMENT TO CREDIT AGREEMENT (this Third Amendment) is entered into as of June 27, 2016, among Dynegy Inc., a Delaware corporation (the Borrower), the Guarantors party hereto, the Additional Lenders and Lenders party hereto providing the Revolving Commitment Increase described below (in such capacity, each, an Incremental Revolving Lender and, collectively, the Incremental Revolving Lenders), the Additional Lenders and Lenders party hereto providing the Incremental Term Loans described below (in such capacity, each, an Incremental Term Lender and, collectively, the Incremental Term Lenders and, together with the Incremental Revolving Lenders, the Incremental Lenders) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the Administrative Agent). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

Definitions. As used in this Third Amendment, the following terms have the meaning specified below: Delta Acquisition means the purchase by the Borrower, directly or indirectly, of one hundred percent (100%) of the voting equity interests of the Delta Target. Delta Acquisition Agreement means the Stock Purchase Agreement, dated February 24, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, together with all schedules and exhibits thereto), among inter alia, Atlas Power Finance, LLC, an indirect domestic Subsidiary of the Borrower, and International Power, S.A., whereby the Borrower, indirectly, will consummate the Delta Acquisition. Delta Acquisition Agreement Representations means such of the representations made by or on behalf of the Delta Target Entities in the Delta Acquisition Agreement as are material to the interests of the Delta Initial Lenders, but only to the extent that the Borrower or the Borrowers applicable Affiliate has the right to terminate its obligations under the Delta Acquisition Agreement or refuse to consummate the Delta Acquisition as a result of a breach of such representations in the Delta Acquisition Agreement. Delta Acquisition Funding Date Material Adverse Effect a Material Adverse Effect (as defined in the Delta Acquisition Agreement as in effect on February 24, 2016). Delta Initial Lenders means Morgan Stanley Senior Funding, Inc, BNP Paribas, Credit Agricole Corporate and Investment Bank, and SunTrust Bank, in their capacity as Incremental Lenders on the Third Amendment Effective Date. Delta Lead Arrangers means Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Royal Bank of Canada and The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp, Credit Agricole Corporate and Investment Bank, and SunTrust Robinson Humphrey, Inc., in their capacities as joint lead arrangers and joint bookrunners for the Incremental Tranche C Term Loans. Delta Refinancing means the repayment, redemption, defeasance, discharged, refinancing or termination (including by way of provision of the irrevocable notice for the repayment or redemption thereof) of existing third party debt for borrowed money of the Target Entities and all security and guarantees in respect thereof released and discharged except to the extent permitted to remain outstanding pursuant to the terms of the Delta Acquisition Agreement Delta Specified Representations means the representations and warranties set forth in the Credit Agreement made with respect to the Borrower and the Guarantors relating to: organizational existence; organizational power and authority (as it relates to due authorization, execution and delivery of this Third Amendment); due authorization, execution and delivery of this Third Amendment, and enforceability, in each case, as it relates to entering into and performance under this Third Amendment; solvency on the Third Amendment Effective Date (after giving effect to the Delta Transactions) of the Borrower and its subsidiaries taken as a whole; no conflicts of this Third Amendment with charter documents; Federal Reserve margin regulations; the Investment Company Act; the PATRIOT Act; OFAC; FCPA; and, subject to the Limited Conditionality Provision, the validity and perfection of security interests with respect to the Collateral to be acquired on the Third Amendment Effective Date pursuant to the Delta Transactions (subject to security interests and liens permitted under the Credit Agreement). Delta Target means GDF Suez Energy North America, Inc. Delta Target Entities means collectively, GDF Suez Energy North America, Inc. and its subsidiaries to be acquired pursuant to the Delta Acquisition Agreement. Delta Transactions means, collectively: (1) the Delta Acquisition, (2) the Borrower obtaining the Incremental Tranche B Revolver Increase, (3) the Borrower obtaining the Incremental Tranche C Term Loans, (4) the Delta Refinancing and (5) the payment of fees, premiums, expenses and other transaction costs incurred in connection with the foregoing, including to fund any original issue discount and upfront fees (the Transaction Costs). Dynegy Finance IV means, Dynegy Finance IV, Inc., a Wholly-Owned Domestic Subsidiary of the Borrower that is an Unrestricted Subsidiary. Dynegy Finance IV Credit Agreement means the Term Loan Credit Agreement, dated as of June 27, 2016, among Dynegy Finance IV, the lenders party thereto from time to time, and Morgan Stanley Senior Funding, Inc., as administrative agent, as amended, restated, amended and restated, refinanced and/or replaced from time to time. Dynegy Finance IV Credit Documents means, collectively, the Dynegy Finance IV Credit Agreement and the Dynegy Finance IV Escrow Agreement. Dynegy Finance IV Escrow Agreement means the Escrow Agreement, dated as of June 27, 2016, among Dynegy Finance IV, the Morgan Stanley Senior Fun

Definitions from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of March 31, 2016 (the "Execution Date"), by and among First Solar Asset Management, LLC, a Delaware limited liability company ("Seller"), 8point3 Operating Company, LLC, a Delaware limited liability company ("Purchaser"), and, solely for purposes of agreeing to its obligations set forth in Section 6.07, First Solar, Inc., a Delaware corporation ("Seller Guarantor" and together with Seller and Purchaser, each a "Party" and collectively, the "Parties"). Capitalized terms used herein shall have the meanings set forth in Article I hereof.

Definitions. In this Agreement (including the Preamble and Recitals hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined): "8point3 Entities" means the Partnership and its Subsidiaries. "8point3 OpCo Holdings" means 8point3 OpCo Holdings, LLC, a Delaware limited liability company. "Acquired Assets" has the meaning set forth in Section 3.11(a). "Acquired Companies" means the Company, Kingbird Holdings and the Project Companies. "Action" means any action, notice, claim, suit, arbitration, investigation, information, audit, request or proceeding by or before any arbitrator, court, or other Governmental Entity. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, Seller and its Affiliates will not be deemed to be Affiliates of the 8point3 Entities hereunder, and vice versa. "Agreement" has the meaning set forth in the Preamble. "Aggregate Cost" means an amount equal to the sum of the Purchase Price and the Contribution. "Amended and Restated Omnibus Agreement" means that certain Amended and Restated Omnibus Agreement, among the Purchaser, the Partnership, the General Partner, Holdings, First Solar and SunPower, in the form to be reasonably agreed by the parties thereto, which adds the Projects to the obligations set forth in Article III of the Omnibus Agreement. "Assignment and Assumption Agreement" means that certain Assignment and Assumption Agreement, between Seller and 8point3 OpCo Holdings, to be entered into at the Closing, substantially in the form of Exhibit A hereto. "Balance Sheet" has the meaning set forth in Section 3.08(a). "Board of Directors" has the meaning set forth in the Recitals. "Business" means the business of the Acquired Companies on the Execution Date. "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day. "Cash Collateral Credit Support" means the credit support described in item 8 on Schedule 3.24. "Cash Collateral Payment" has the meaning set forth in Section 2.01(c). "Cash Grant" means any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, as amended, or any successor provision. "Charter Documents" means, with respect to any Person, all charter, organizational and other documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and its by-laws; (b) in respect of a general partnership, its statement of partnership existence, if any, and its partnership agreement; (c) in respect of a limited partnership, its certificate of limited partnership and its partnership agreement; and (d) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement. "Closing" has the meaning set forth in Section 2.02. "Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law. "Commercial Operation Date" means the date on which each of the Projects has achieved substantial completion or similar milestone (including, for example, block or phase completion for each block or phase of either Project) under each construction contract for the construction of the Projects and has achieved commercial operation or similar milestone under each interconnection agreement and each power purchase agreement, lease or hedging agreement pursuant to which either Project delivers or transmits Electricity from such Project. "Company" has the meaning set forth in the Recitals. "Company Interests" has the meaning set forth in the Recitals. "Conflicts Committee" has the meaning set forth in the Recitals. "Consent" means a consent, approval, exemption, waiver, clearance, authorization, filing, registration or notification, including a consent, notification or waiver as may be required by any Person to acquire, own, lease or occupy land. "Contract" means any contract, agreement, license, guarantee, purchase order, sales order, lease (including leases of r

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 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 March 18, 2013 among Range Resources Corporation, a Delaware corporation (the Company), as issuer, the Subsidiary Guarantors (as hereinafter defined) as guarantors and U.S. Bank National Association, as trustee (the Trustee).

Definitions. Acquired Debt means, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. Additional Notes means any Notes issued under the Indenture in addition to the Original Notes in accordance with Section 2.02, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes except that the date from which interest on the Additional Notes will accrue may be different. Additional Notes will be treated as part of the same series of Notes as the Original Notes for all purposes under this Indenture. Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, (i) the sum of (a) discounted future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with the Commissions guidelines before any state or federal income taxes, with no less than 80% of the discounted future net revenues estimated by one or more nationally recognized firms of independent petroleum engineers in a reserve report prepared as of the end of the Companys most recently completed fiscal year, as increased by, as of the date of determination, the estimated discounted future net revenues from (1) estimated proved oil and gas reserves acquired since the date of such year-end reserve report, and (2) estimated oil and gas reserves attributable to upward revisions of estimates of proved oil and gas reserves since the date of such year-end reserve report due to exploration, development or exploitation activities, in each case calculated in accordance with the Commissions guidelines (utilizing the prices utilized in such year-end reserve report) increased by the accretion of the discount from the date of the reserve report to the date of determination, and decreased by, as of the date of determination, the estimated discounted future net revenues from (3) estimated proved oil and gas reserves produced or disposed of since the date of such year-end reserve report and (4) estimated oil and gas reserves attributable to downward revisions of estimates of proved oil and gas reserves since the date of such year-end reserve report due to changes in geological conditions or other factors which would, in accordance with standard industry practice, cause such revisions, in each case calculated in accordance with the Commissions guidelines (utilizing the prices utilized in such year-end reserve report); provided, that, in the case of each of the determinations made pursuant to clause (1) through (4), such increases and decreases shall be as estimated by the Companys petroleum engineers, unless in the event that there is a Material Change as a result of such acquisitions, dispositions or revisions, then the discounted future net revenues utilized for purposes of this clause (i) (a) shall be confirmed in writing by one or more nationally recognized firms of independent petroleum engineers, (b) the capitalized costs that are attributable to oil and gas properties of the Company and its Restricted Subsidiaries to which no proved oil and gas reserves are attributable, based on the Companys books and records as of a date no earlier than the date of the Companys latest annual or quarterly financial statements, (c) the Net Working Capital on a date no earlier than the date of the Companys latest annual or quarterly financial statements and (d) the greater of (1) the net book value on a date no earlier than the date of the Companys latest annual or quarterly financial statements or (2) the book value of other tangible assets (including, without duplication, investments in unconsolidated Restricted Subsidiaries and mineral rights held under lease or other contractual arrangements) of the Company and its Restricted Subsidiaries, as of the date no earlier than the date of the Companys latest annual or quarterly financial statements, minus (ii) the sum of (a) minority interests, (b) any gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Companys latest audited financial statements, and (c) the discounted future net revenues, calculated in accordance with the Commissions guidelines, attributable to reserves subject to Dollar-Denominated Production Payments which, based on the estimates of production and price assumptions included in determining the discounted future net revenues specified in clause (i)(a) above, would be necessary to fully satisfy the payment obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Pa