First Tier Foreign Subsidiary Uses in DEFINITIONS Clause

DEFINITIONS from Second Amended and Restated Credit Agreement

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

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

Definitions from Guaranty and Security Agreement

GUARANTY AND SECURITY AGREEMENT, dated as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the US Borrower), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (collectively with the US Borrower, the Grantors), in favor of General Electric Capital Corporation (GE Capital), as administrative agent (in such capacity, together with its successors and permitted assigns, the US Agent) for the US Lenders, the US L/C Issuers and each other US Secured Party (each as defined in the Credit Agreement referred to below).

Definitions. (a) Capitalized terms used herein without definition are used as defined in the Credit Agreement. (b) The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): account, account debtor, as-extracted collateral, certificated security, chattel paper, commercial tort claim, commodity contract, deposit account, electronic chattel paper, equipment, farm products, fixture, general intangible, goods, health-care-insurance receivable, instruments, inventory, investment property, letter-of-credit right, proceeds, record, securities account, security, supporting obligation and tangible chattel paper. (c) The following terms shall have the following meanings: Agreement means this Guaranty and Security Agreement. Applicable IP Office means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States, as applicable. Cash Collateral Account means a deposit account or securities account subject, in each instance, to a Control Agreement, other than accounts established to cash collateralize L/C Reimbursement Obligations. Collateral has the meaning specified in Section 3.1. Controlled Securities Account means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement. Excluded Accounts means (i) any payroll account so long as amounts on deposit therein do not exceed the reasonably estimated payroll obligations of the Person who maintains the account and such amounts are deposited therein immediately prior to any required payroll date, (ii) any withholding tax, benefits, escrow, trust, customs or any other fiduciary account, (iii) any zero balance deposit account provided the amount on deposit therein does not exceed the amount necessary to cover outstanding checks, amounts necessary to maintain minimum deposit requirements and amounts necessary to pay the depositary institutions fees and expenses, (iv) any deposit account maintained with a foreign bank (other than a foreign bank located in Canada) and (v) any petty cash deposit accounts maintained at a financial institution for which a Control Agreement has not otherwise been obtained, so long as, with respect to this clause (v), the aggregate amount on deposit in each such petty cash account does not exceed $250,000 at any one time and the aggregate amount on deposit in all such petty cash accounts does not exceed $700,000 at any one time as of or after the Closing Date. Excluded Equity means (i) any voting Stock in excess of 65% of the outstanding voting Stock of any First Tier Foreign Subsidiary if a 956 Impact would result from the pledge of such excess, and (ii) any voting Stock of any Foreign Subsidiary that is not a First Tier Foreign Subsidiary; provided, however, that voting stock of the Canadian Borrower or any other Foreign Subsidiary owned by a Grantor shall not constitute, or be deemed or construed to constitute, Excluded Equity for purposes of securing any Grantors Guaranty of Canadian Obligations (as defined in Section 2.1 below). For the purposes of this definition, voting stock means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations SS 1.956-2(c)(2)). Excluded Property means, collectively, (i) Excluded Equity, (ii) any permit or license, any Contractual Obligation, healthcare insurance receivable or other general intangible, Intellectual Property or franchise in connection with which any Grantor has any right, title to or interest (A) that prohibits or requires the consent of any Person other than a Grantor or any of its Subsidiaries which has not been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license, Contractual Obligation, healthcare insurance receivable or other general intangible, Intellectual Property or franchise or any Stock or Stock Equivalent related thereto, (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law or (C) the grant of a security interest in such permit, license, Contractual Obligation, general intangible, Intellectual Property or franchise would reasonably be expected to result in the loss of rights thereon or create a default thereunder, (iii) Property owned by any Grantor that is subject to a purchase money Lien or a

Definitions from Guaranty and Security Agreement

GUARANTY AND SECURITY AGREEMENT, dated as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the US Borrower), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (collectively with the US Borrower, the Grantors), in favor of General Electric Capital Corporation (GE Capital), as administrative agent (in such capacity, together with its successors and permitted assigns, the US Agent) for the US Lenders, the US L/C Issuers and each other US Secured Party (each as defined in the Credit Agreement referred to below).

Definitions. (a) Capitalized terms used herein without definition are used as defined in the Credit Agreement. (b) The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): account, account debtor, as-extracted collateral, certificated security, chattel paper, commercial tort claim, commodity contract, deposit account, electronic chattel paper, equipment, farm products, fixture, general intangible, goods, health-care-insurance receivable, instruments, inventory, investment property, letter-of-credit right, proceeds, record, securities account, security, supporting obligation and tangible chattel paper. (c) The following terms shall have the following meanings: Agreement means this Guaranty and Security Agreement. Applicable IP Office means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States, as applicable. Cash Collateral Account means a deposit account or securities account subject, in each instance, to a Control Agreement, other than accounts established to cash collateralize L/C Reimbursement Obligations. Collateral has the meaning specified in Section 3.1. Controlled Securities Account means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement. Excluded Accounts means (i) any payroll account so long as amounts on deposit therein do not exceed the reasonably estimated payroll obligations of the Person who maintains the account and such amounts are deposited therein immediately prior to any required payroll date, (ii) any withholding tax, benefits, escrow, trust, customs or any other fiduciary account, (iii) any zero balance deposit account provided the amount on deposit therein does not exceed the amount necessary to cover outstanding checks, amounts necessary to maintain minimum deposit requirements and amounts necessary to pay the depositary institutions fees and expenses, (iv) any deposit account maintained with a foreign bank (other than a foreign bank located in Canada) and (v) any petty cash deposit accounts maintained at a financial institution for which a Control Agreement has not otherwise been obtained, so long as, with respect to this clause (v), the aggregate amount on deposit in each such petty cash account does not exceed $250,000 at any one time and the aggregate amount on deposit in all such petty cash accounts does not exceed $700,000 at any one time as of or after the Closing Date. Excluded Equity means (i) any voting Stock in excess of 65% of the outstanding voting Stock of any First Tier Foreign Subsidiary if a 956 Impact would result from the pledge of such excess, and (ii) any voting Stock of any Foreign Subsidiary that is not a First Tier Foreign Subsidiary; provided, however, that voting stock of the Canadian Borrower or any other Foreign Subsidiary owned by a Grantor shall not constitute, or be deemed or construed to constitute, Excluded Equity for purposes of securing any Grantors Guaranty of Canadian Obligations (as defined in Section 2.1 below). For the purposes of this definition, voting stock means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations SS 1.956-2(c)(2)). Excluded Property means, collectively, (i) Excluded Equity, (ii) any permit or license, any Contractual Obligation, healthcare insurance receivable or other general intangible, Intellectual Property or franchise in connection with which any Grantor has any right, title to or interest (A) that prohibits or requires the consent of any Person other than a Grantor or any of its Subsidiaries which has not been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license, Contractual Obligation, healthcare insurance receivable or other general intangible, Intellectual Property or franchise or any Stock or Stock Equivalent related thereto, (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law or (C) the grant of a security interest in such permit, license, Contractual Obligation, general intangible, Intellectual Property or franchise would reasonably be expected to result in the loss of rights thereon or create a default thereunder, (iii) Property owned by any Grantor that is subject to a purchase money Lien or a

Definitions from Multicurrency Credit Agreement

This Third Amended and Restated Multicurrency Credit Agreement (the "Agreement") is entered into as of June 26, 2003, by and among General Binding Corporation, a Delaware corporation (the "Company"), each of the financial institutions or lending institutions which are or hereafter become party hereto (hereinafter referred to as a "Bank" and collectively as the "Banks"), Harris Trust and Savings Bank in its capacity as agent hereunder (hereinafter referred to as the "Administrative Agent") and Co-Lead Arranger hereunder, LaSalle Bank National Association in its capacity as Syndication Agent and Co-Lead Arranger hereunder and General Electric Capital Corporation in its capacity as Documentation Agent hereunder. The Company and each Borrowing Subsidiary are at times hereinafter referred to individually as a "Borrower" and collectively as the "Borrowers".

Definitions. The following terms when used herein have the following meanings: "Account" is defined in Section 13.4(b) hereof. "Acquisition" means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which the Company or any of the Subsidiaries (i) acquires any going business, line of business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation or other firm which have ordinary voting power for the election of the board of directors or similar governing body of such corporation or firm (other than securities having such power only by reason of the happening of a contingency). "Adjustments to EBITDA" means one time cash and non-cash charges against earnings deducted in determining Consolidated Net Income (in an amount not to exceed $14,000,000 in the aggregate during the term of this Agreement, of which cash charges may not exceed $4,000,000) related to workforce reductions and to the rationalization of certain manufacturing operations, and incurred not later than the fiscal quarter of the Company ending on June 30, 2004. "Administrative Agent" means Harris Trust and Savings Bank and any successor pursuant to Section 15.7 hereof. "Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (including, with their correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event for purposes of this definition: (i) any Person which owns directly or indirectly 20% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 20% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person; and (ii) each direc tor and executive officer of the Company or any Subsidiary shall be deemed an Affiliate of the Company and each Subsidiary. "Agents" means the Administrative Agent, each Issuing Agent and each Swing Line Bank, in each case in its capacity as such. "Alternative Currency" means (i) any of Euros, Japanese Yen, Pounds Sterling, Australian Dollars, Canadian Dollars, Swiss Francs, New Zealand Dollars, Singapore Dollars and Swedish Krona (collectively, the "Designated Alternative Currencies") and (ii) any other currency available to each Bank (each such other non-designated currency being hereinafter referred to as an "Other Alternative Currency"), in each case for so long as such Designated Alternative Currency and Other Alternative Currency, as the case may be, is freely transferable and freely convertible to U.S. Dollars and the Telerate Service or Reuters monitor Money Rates Service (or any successor to either) reports a LIBOR for such currency for interest periods of one, two, three and six calendar months; provided, however, that availability of each Other Alternative Currency is subject to the additional conditions that (a) the Company has made written request on the Administrative Agent to add such currency as an Other Alternative Currency (the Administrative Agent to promptly notify the Banks of each such request and the proposed effective date of such currency's inclusion as an Other Alternative Currency), (b) such currency shall, subject to the other provisions of this definition, constitute an Other Alternative Currency effective on the date ten (10) Business Days following such notice by the Administrative Agent to the Banks of the Company's request for such new currency, (c) such amendments, modifications or supplements are made to this Agreement as the Administrative Agent determines are necessary or appropriate (if any) to give effect to the borrowing and funding of Loans in such Other Alternative Currency and (d) such additional currency shall no longer be available if any of the Banks notifies the Administrative Agent at any time that in the judgment of such Bank, it is impossible, illegal or impracticable for such Bank to make or participate in Loans in such Other Alternative Currency or that in the judgment of such Bank, additional costs or expenses will be incurred by such Bank or additional taxes, charges or other impositions will be imposed on such Bank (such as withholding taxes of the type described in Section 17.1(a) hereof) as a result of making or participating in Loans i

Definitions from Multicurrency Credit Agreement

This Second Amended and Restated Multicurrency Credit Agreement is entered into as of January 11, 2002, by and among General Binding Corporation, a Delaware corporation (the "Company"), GBC Nederland B.V., a private company with limited liability incorporated under the laws of the Netherlands with its corporate seat at Born, the Netherlands, each of the financial institutions or lending institutions which are or hereafter become party hereto (hereinafter referred to as a "Bank" and collectively as the "Banks"), Harris Trust and Savings Bank in its capacity as agent hereunder (hereinafter referred to as the "Administrative Agent"), and LaSalle Bank National Association, Bank One, NA, The Bank of New York and Credit Agricole Indosuez in their respective capacities as Co-Agents hereunder (hereinafter referred to as the "Co-Agents"). The Company and each Borrowing Subsidiary are at times hereinafter referred to individually as a "Borrower" and collectively as the "Borrowers".

Definitions. The following terms when used herein have the following meanings: "Account" is defined in Section 13.4(b) hereof. "Acquisition" means any transaction, or any series of related transactions, consummated after the date of this Agreement, by which the Company or any of the Subsidiaries (i) acquires any going business, line of business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation or other firm which have ordinary voting power for the election of the board of directors or similar governing body of such corporation or firm (other than securities having such power only by reason of the happening of a contingency). "Adjustments to EBITDA" means one-time cash and non-cash charges related to 80/20 initiatives against Consolidated Net Income taken after September 30, 2001 (i) not to exceed $38,600,000 in the aggregate, of which cash charges are not to exceed $15,000,000 in the aggregate, and (ii) which shall not exceed, with respect to each business unit listed on Schedule 8.1 hereto, the amount set forth on such Schedule with respect to such business unit. "Administrative Agent" means Harris Trust and Savings Bank and any successor pursuant to Section 15.7 hereof. "Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (including, with their correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event for purposes of this definition: (i) any Person which owns directly or indirectly 20% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 20% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person; and (ii) each director and executive officer of the Company or any Subsidiary shall be deemed an Affiliate of the Company and each Subsidiary. "Agents" means the Administrative Agent, each Issuing Agent and each Swing Line Bank, in each case in its capacity as such. "Alternative Currency" means, subject to Section 12.28, (i) any of Euros, Belgian Francs, Deutsche Marks, Dutch Guilders, Japanese Yen, Pounds Sterling, Spanish Pesetas, Australian Dollars, Canadian Dollars, French Francs, Italian Lira, Swiss Francs, Austrian Shillings, New Zealand Dollars, Singapore Dollars, Swedish Krona, Irish Punts and Portuguese Escudos (collectively, the "Designated Alternative Currencies") and (ii) any other currency available to each Bank (each such other non-designated currency being hereinafter referred to as an "Other Alternative Currency"), in each case for so long as such Designated Alternative Currency and Other Alternative Currency, as the case may be, is freely transferable and freely convertible to U.S. Dollars and the Telerate Service or Reuters monitor Money Rates Service (or any successor to either) reports a LIBOR for such currency for interest periods of one, two, three and six calendar months; provided, however, that availability of each Other Alternative Currency is subject to the additional conditions that (a) the Company has made written request on the Administrative Agent to add such currency as an Other Alternative Currency (the Administrative Agent to promptly notify the Banks of each such request and the proposed effective date of such currency's inclusion as an Other Alternative Currency), (b) such currency shall, subject to the other provisions of this definition, constitute an Other Alternative Currency effective on the date ten (10) Business Days following such notice by the Administrative Agent to the Banks of the Company's request for such new currency, (c) such amendments, modifications or supplements are made to this Agreement as the Administrative Agent determines are necessary or appropriate (if any) to give effect to the borrowing and funding of Loans in such Other Alternative Currency and (d) such additional currency shall no longer be available if any of the Banks notifies the Administrative Agent at any time that in the judgment of such Bank, it is impossible, illegal or impracticable for such Bank to make or participate in Loans in such Other Alternative Currency or that in the judgment of such Bank, additional costs or expenses will be incurred by such Bank or additional taxes, charges or other