June 30, 2004 Uses in Definitions Clause

Definitions from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT (this Agreement) is dated as of October 4, 2010 (the Effective Date) between 100 & 200 CLARENDON LLC, a Delaware limited liability company (Seller), and BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (Purchaser).

Definitions. For purposes of this Agreement, capitalized terms not otherwise defined herein have the meanings set forth below: 58th Floor Lease Assumption Documents shall have the meaning set forth in Section 5.7(a). 58th Floor Master Lease shall mean that certain Master Lease dated as of April 15, 2010 between Seller, as landlord, and NREF II (AIV), LLC, a Delaware limited liability company, as tenant (the 58th Floor Master Lease Tenant), with respect to certain premises on the 58th floor of the Property. Accredited Investor shall have the meaning set forth in the Securities Act and any regulations issued thereunder. Assignment and Assumption Agreement shall mean the Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B. Bain Acknowledgment has the meaning set forth in Section 10.23(c). Bain Lease shall mean that certain Office Lease dated as of May 10, 2010, as amended by that certain First Amendment to Lease dated as of September 23, 2010, pursuant to which Seller leased to Bain Tenant certain space at the Property. Bain Lease Obligations shall mean the obligations of the landlord under the Bain Lease that constitute the Cafe Work, the Lobby Work, the Garage Work and the Chiller Work; provided that, for the sake of clarity, the Bain Lease Obligations do not include (a) any obligation of landlord under Section 2.1(b) of the Work Letter to provide Bain Tenant with the Additional Allowance Amount (as defined in the Bain Lease) or (b) any obligations of landlord under any lease by Bain Tenant of the 29th floor or the 10th floor. Bain Lease Obligation Security has the meaning set forth in Section 8.1(b). Bain PPA shall mean the Profits Participation Agreement dated as of May 10, 2010, by and among Beacon Portfolio Holdings, LLC, Bain Tenant, Normandy Beacon Acquisitions II, LLC, Normandy Beacon GP, LLC and Five Mile Capital II Beacon SPE LLC. Bain Tenant shall mean Bain Capital LLC, the tenant under the Bain Lease. BPH shall mean Beacon Portfolio Holdings LLC, a Delaware limited liability company. Business Day shall mean any day of the week other than (a) Saturday and Sunday, (b) a day on which banking institutions in New York are obligated or authorized by law or executive action to be closed to the transaction of normal banking business, or (c) a day on which governmental functions in New York are interrupted because of extraordinary events such as hurricanes, blizzards, power outages or acts of terrorism. C&W means Cushman & Wakefield, Inc. C&W Leasing Agreement shall mean that certain leasing agreement listed in Schedule 6.2(r). Cafe Work means the portion of the Non-Garage Work (as defined in Section 3.5 of the Work Letter) relating to the New Cafe, as more particularly described in Exhibit C-6 to the Work Letter and further detailed in the plans and specifications and the contracts referenced in the attached Schedules 6.2(dd) and 6.2(ee) for such work. For the avoidance of doubt, the term Cafe Work includes all the work shown or further detailed in the plans and specifications and the contracts above, even if such work exceeds what is required under the Bain Lease. Cash Balance shall have the meaning set forth in Section 2.2. Chiller Work means the portion of the Non-Garage Work (as defined in Section 3.5 of the Work Letter) relating to the Chiller Plant Work, as more particularly described in Exhibit C-6 to the Work Letter and further detailed in the plans and specifications and the contracts referenced in the attached Schedules 6.2(dd) and 6.2(ee) for such work. For the avoidance of doubt, the term Chiller Work includes all the work shown or further detailed in the plans and specifications and the contracts above, even if such work exceeds what is required under the Bain Lease. Closing shall mean the consummation of the purchase and sale of the Property pursuant to the terms of this Agreement. Closing Date shall mean three (3) Business Days following receipt of, and Sellers delivery of written notice to Purchaser that it has received, the last of the Required Consents. Closing Date Surviving Obligations shall mean, (a) the Effective Date Surviving Obligations; (b) Purchasers obligations under Sections 4.1, 5.7(a)(iii)(4), 6.1(b), 6.1(c), 6.1(i), 7.4(h), 7.4(i), 8.1, 10.12, 10.22 and 10.23; (c) Sellers obligations under Sections 5.7(a)(iii)(5), 6.2(y), 7.4(f), 7.4(h), 8.1, 8.2, 9.4, and 10.12; and (d) any other obligations that are expressly stated to be Surviving Obligations in this Agreement, all of which shall, if the Closing shall occur, survive the Closing and shall be subject in all cases to the provisions of Sections 9.4 and 10.23. Closing Statement shall have the meaning set forth in Section 7.4(f). Code shall mean the Internal Revenue Code of 1986, and all amendments thereto and all regulations issued thereunder. Commission shall have the meaning set forth in Section 7.4(f). Commonwealth shall mean Commonwealth Land Title Insurance Company, 140 East 45th Street, 22nd Fl

Definitions from Swap Agreement

This SWAP AGREEMENT, dated as of July 7, 2010, is between ENERGY CORPORATION OF AMERICA, a West Virginia corporation (ECA), and ECA MARCELLUS TRUST I, a Delaware statutory trust (the Trust).

Definitions. As used herein, terms defined above have the meanings given such terms above and the following terms have the following meanings: Agreement means this Swap Agreement, as the same may be amended, supplemented or otherwise modified from time to time. BP Trade Documents means the ISDA Master Agreement dated as of March 12, 2004 between ECA and BP Energy Company, including the Schedule thereto and each Confirmation entered into thereunder, in each case as in effect on the date hereof. Business Day means a day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Confirmations means the collective reference to each Confirmation attached hereto as Exhibit A. Counterparties means the collective reference to BP Energy Company and Wells Fargo Foothill, Inc. Defaulting Party means, with respect to any Trade on any date of determination, any Person: (a) that is a Defaulting Party or an Affected Party with respect to such Trade on such date under the applicable Trade Documents (as such terms are defined therein) or (b) in respect of which a Potential Event of Default or an Event of Default has occurred and is continuing on such date under the applicable Trade Documents (as such terms are defined therein). ECA Gross Up Amount means, in relation to any Scheduled Payments or any Illegality Termination Payments required to be made by the Counterparties during any Quarterly Period, an amount equal to the sum of all such Scheduled Payments or Illegality Termination Payments, as the case may be, that were due and payable by the Counterparties but not paid by the Counterparties to ECA during such Quarterly Period (a) on account of the exercise of any right of netting or set-off against (i) obligations owed by ECA or its affiliates to the Counterparties or their affiliates under agreements or instruments other than the Trade Documents or (ii) any obligation of ECA to pay an Excluded Amount pursuant to the Trade Documents; or (b) to the extent that any Counterparty (i) set-off any such Scheduled Payments or Illegality Termination Payments, as the case may be, against any posted collateral held by ECA (or any obligation of ECA to transfer that posted collateral) or (ii) withheld payment of any such Scheduled Payments or Illegality Termination Payments, as the case may be, up to the value of any posted collateral held by ECA. Excluded Amount means any amount payable by one party to another party pursuant to any Trade Documents on account of indemnity or reimbursement obligations (including additional amounts owing in respect of tax gross up obligations), costs, fees, expenses (including, without limitation, attorneys fees) or default interest. Illegality has the meaning specified in the applicable Trade Documents; provided that the term Illegality when used herein in reference to any Trade will only be deemed to have occurred with respect to such Trade if either (a) the Counterparty is an Affected Party (as defined in the applicable Trade Documents) with respect to such Illegality; or (b) both (i) ECA is an Affected Party (as defined in the applicable Trade Documents) with respect to such Illegality and (ii) the Trust would have been an Affected Party (as defined in the applicable Trade Documents) with respect to such Illegality if it were a party to such Trade. Illegality Termination Payment means any Termination Payment that becomes due and payable as the result of the termination of any Trade prior to the stated termination date thereof based on the occurrence of an Illegality. Period End Date means March 31, June 30, September 30 and December 31 of each calendar year. Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity. Quarterly Payment Date means, with respect to any Quarterly Period, the date that is thirty days after the last day of such Quarterly Period. Quarterly Period means each period from but excluding one Period End Date to and including the next Period End Date. Scheduled Payment means, with respect to any Trade, the net payment required to be made by one party thereto to the other party thereto on a Payment Date or a Settlement Payment Date pursuant to the related Confirmation, without giving effect to the existence of any Potential Event of Default, Event of Default or the designation of an Early Termination Date (as such terms are defined in the applicable Trade Documents) or any right of setoff, counterclaim or defense, and excluding, for the avoidance of doubt: (a) any obligation to transfer cash collateral or other collateral, (b) any Termination Payment and (c) any Excluded Amount. Termination Payment means, with respect to any Trade or group of Trades: (a) the net amount which is due and payable by one party thereto to the other party thereto in respect of the early termination of such Trade or group of Trade

Definitions from Swap Agreement

This SWAP AGREEMENT, dated as of June [ ], 2010, is between ENERGY CORPORATION OF AMERICA, a West Virginia corporation (ECA), and ECA MARCELLUS TRUST I, a Delaware statutory trust (the Trust).

Definitions. As used herein, terms defined above have the meanings given such terms above and the following terms have the following meanings: Agreement means this Swap Agreement, as the same may be amended, supplemented or otherwise modified from time to time. BP Trade Documents means the ISDA Master Agreement dated as of March 12, 2004 between ECA and BP Energy Company, including the Schedule thereto and each Confirmation entered into thereunder, in each case as in effect on the date hereof. Business Day means a day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Confirmations means the collective reference to each Confirmation attached hereto as Exhibit A. Counterparties means the collective reference to BP Energy Company and Wells Fargo Foothill, Inc. Defaulting Party means, with respect to any Trade on any date of determination, any Person: (a) that is a Defaulting Party or an Affected Party with respect to such Trade on such date under the applicable Trade Documents (as such terms are defined therein) or (b) in respect of which a Potential Event of Default or an Event of Default has occurred and is continuing on such date under the applicable Trade Documents (as such terms are defined therein). ECA Gross Up Amount means, in relation to any Scheduled Payments or any Illegality Termination Payments required to be made by the Counterparties during any Quarterly Period, an amount equal to the sum of all such Scheduled Payments or Illegality Termination Payments, as the case may be, that were due and payable by the Counterparties but not paid by the Counterparties to ECA during such Quarterly Period (a) on account of the exercise of any right of netting or set-off against (i) obligations owed by ECA or its affiliates to the Counterparties or their affiliates under agreements or instruments other than the Trade Documents or (ii) any obligation of ECA to pay an Excluded Amount pursuant to the Trade Documents; or (b) to the extent that any Counterparty (i) set-off any such Scheduled Payments or Illegality Termination Payments, as the case may be, against any posted collateral held by ECA (or any obligation of ECA to transfer that posted collateral) or (ii) withheld payment of any such Scheduled Payments or Illegality Termination Payments, as the case may be, up to the value of any posted collateral held by ECA. Excluded Amount means any amount payable by one party to another party pursuant to any Trade Documents on account of indemnity or reimbursement obligations (including additional amounts owing in respect of tax gross up obligations), costs, fees, expenses (including, without limitation, attorneys fees) or default interest. Illegality has the meaning specified in the applicable Trade Documents; provided that the term Illegality when used herein in reference to any Trade will only be deemed to have occurred with respect to such Trade if either (a) the Counterparty is an Affected Party (as defined in the applicable Trade Documents) with respect to such Illegality; or (b) both (i) ECA is an Affected Party (as defined in the applicable Trade Documents) with respect to such Illegality and (ii) the Trust would have been an Affected Party (as defined in the applicable Trade Documents) with respect to such Illegality if it were a party to such Trade. Illegality Termination Payment means any Termination Payment that becomes due and payable as the result of the termination of any Trade prior to the stated termination date thereof based on the occurrence of an Illegality. Period End Date means March 31, June 30, September 30 and December 31 of each calendar year. Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity. Quarterly Payment Date means, with respect to any Quarterly Period, the date that is thirty days after the last day of such Quarterly Period. Quarterly Period means each period from but excluding one Period End Date to and including the next Period End Date. Scheduled Payment means, with respect to any Trade, the net payment required to be made by one party thereto to the other party thereto on a Payment Date or a Settlement Payment Date pursuant to the related Confirmation, without giving effect to the existence of any Potential Event of Default, Event of Default or the designation of an Early Termination Date (as such terms are defined in the applicable Trade Documents) or any right of setoff, counterclaim or defense, and excluding, for the avoidance of doubt: (a) any obligation to transfer cash collateral or other collateral, (b) any Termination Payment and (c) any Excluded Amount. Termination Payment means, with respect to any Trade or group of Trades: (a) the net amount which is due and payable by one party thereto to the other party thereto in respect of the early termination of such Trade or group of Trade

Definitions from Separation Agreement

THIS EMPLOYEE BENEFITS AND OTHER EMPLOYMENT MATTERS ALLOCATION AND SEPARATION AGREEMENT (this Agreement) is made and entered into as of July 1, 2004, by and among HYATT CORPORATION, a Delaware corporation (Hyatt), HYATT GAMING MANAGEMENT, INC. a Nevada corporation (HGMI), H GROUP HOLDING, INC., a Delaware corporation (H-Group), HCC CORPORATION, a Nevada corporation (HCC) and GRAND VICTORIA CASINO & RESORT, L.P., a Delaware limited partnership (Grand Victoria), effective as of the Closing (as defined below).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth or as referenced below. All references herein to Article, Sections or Schedules shall be deemed to be references to Articles or Sections hereof or Schedules hereto unless otherwise indicated. Ancillary Agreement shall mean any agreement contemplated by the Master Distribution Agreement, and such other documents as the parties thereto shall mutually agree are required to effect the Spin-Offs. Benefit Obligations shall have the meaning set forth in Section 4.3(c). Closing shall mean June 30, 2004. COBRA shall mean Code Section 4980B and ERISA Sections 601 through 608, and any applicable state law establishing employer requirements for continuation of health care, life insurance or other Welfare Plan benefits for the benefit of certain current and former employees or their dependents. Code shall mean the Internal Revenue Code of 1986, as amended, or any successor legislation. Effective Date shall mean July 1, 2004. Employee shall mean with respect to any entity, an individual who is considered, according to the payroll and other records of such entity, to be employed by such entity (or a parent or subsidiary), regardless of whether such individual is, at the relevant time, actively at work or on leave of absence (including vacation, holiday, sick leave, family and medical leave, disability leave, military leave, jury duty, layoff with rights of recall, and any other leave of absence or similar interruption of active employment that is not considered, according to the policies or practices of such entity, to have resulted in a termination of such individuals employment). Employer shall mean Hyatt, H-Group, HGMI, HCC or Grand Victoria, as the context indicates. ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor legislation. Gaming Business shall mean any casino gaming business or operation of Hyatt or its affiliates which, pursuant to the Master Distribution Agreement, is to be conducted by the Gaming Group immediately following the Closing. Solely for purposes of this Agreement, the H-Group Employees shall be deemed to be employees of the Gaming Business. Gaming DSP shall mean the Hyatt Gaming Deferred Savings Plan. Gaming Employee shall mean any individual who (a) is a Transferred Employee, (b) is an employee of HCC or (c) is not either a Transferred Employee or an employee of HCC prior to the Closing but becomes an employee of H-Group, HGMI or HCC on or after the Closing, but excludes any Grand Victoria Employee. Gaming Employment Agreements shall have the meaning set forth in Section 2.1(e). Gaming 401(k) Plan shall have the meaning set forth in Section 3.1. Gaming Group shall mean H-Group, HGMI, HCC, Grand Victoria and each direct or indirect subsidiary and parent company thereof. Gaming Indemnitees shall mean each member of the Gaming Group and their respective directors, officers, employees, equityholders, agents, representatives, affiliates and each of the heirs, executors, successors and assigns of any of the foregoing. Gaming Individual shall mean any individual who (a) is a Gaming Employee or (b) is a dependent or beneficiary of any Gaming Employee. Gaming MSP shall mean the Hyatt Gaming Key Employee Matched Savings Plan. Gaming Qualified Beneficiary shall mean any Gaming Individual (or his dependent) who, after the Closing, becomes a Qualified Beneficiary under any Gaming Medical/Dental Plan. Gaming Welfare Plans shall mean the Welfare Plans maintained by HGMI, H-Group and HCC on or after the Closing to provide benefits to Gaming Individuals and Gaming Qualified Beneficiaries. Grand Victoria shall mean the Grand Victoria Casino and Resort, L.P. Grand Victoria Employee shall mean any individual who is an Employee of Grand Victoria at any applicable time. Grand Victoria 401(k) Plan shall mean the Hyatt Gaming Retirement Savings Plan and its related trust, which on and after the Effective Date shall be known as the Grand Victoria Casino & Resorts Retirement Savings Plan. HGMI shall mean Hyatt Gaming Management, Inc. H-Group shall mean H Group Holding, Inc. and FMG, Inc., a wholly owned indirect subsidiary thereof. H-Group Employee shall mean any individual who (a) is an employee of H-Group on or after the Effective Date and (b) each individual listed on Schedule 1 hereto. Hyatt shall have the meaning set forth in the Preamble. Hyatt 401(k) Plan shall mean the Hyatt Corporation Retirement Savings Plan and its related trust. Hyatt Indemnitees shall mean Hyatt and its subsidiaries and affiliates and their respective directors, officers, employees, equityholders, agents, representatives, affiliates and each of the heirs, executors, successors and assigns of any of the foregoing. Hyatt Individual shall mean any individual who (a) is a Retained Employee, or (b) is a dependent or beneficiary of any Retained Employee. Hyatt Qualified Beneficiary shall mean a Qualified Beneficiary who

Definitions from Sale and Purchase Agreement

This Sale and Purchase Agreement is entered into as of May 29, 2009, by and among Novy Investments Limited, a limited liability company organised and existing under the Laws of Cyprus (Company Number 109592) and having its registered address at 5 Themistokli Dervi, Elenion Building, 2nd floor, P.C. 1066, Nicosia, Cyprus (Seller); Weatherford International Ltd., a joint-stock corporation organised and existing under the Laws of Switzerland and having its registered address at Alpenstrasse 15, 6300 Zug, Switzerland (Purchaser), and Weatherford International Ltd., an exempted company and as of the date hereof a direct, wholly owned subsidiary of Purchaser, organised and existing under the Laws of Bermuda and having its registered address at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (Weatherford Bermuda and, together with Seller and Purchaser, the Parties and each, individually a Party).

Definitions. As used in this Agreement, the following definitions shall apply: 2007 Balance Sheet has the meaning given to it in the definition of Financial Statements. 2008 Balance Sheet has the meaning given to it in the definition of Financial Statements. Action means any claim, demand action, suit, litigation or other Proceeding, whether civil, administrative or criminal, in law or in equity, or before any arbitrator or Governmental Entity. Affiliate means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. Agreement means this Sale and Purchase Agreement among the Parties, as amended or supplemented, together with all its Schedules and Exhibits attached or incorporated by reference. Allocation has the meaning given to it in Section 2.02. Amended Articles of Association has the meaning given to it in Section 2.04(b). Amended Charter means one of the Amended Charters, individually, as further specified by the context of such terms use. Amended Charters means collectively, the Charters, as amended prior to the Contribution Date (a) to refer to Seller as sole participant (or, shareholder, as applicable), and (with the exceptions of the CJSC NvBN Charter, the LLC KUIK (Orenburg) Charter and the CJSC OBN Charter) (b) to remove restrictions on any alienation of participation interests through transactions other than sale and purchase transactions and (c) to add provisions expressly permitting the Contribution. Ancillary Agreements means the Transition Service Agreements, the Contribution Agreement, the Participation Interest Purchase Agreements, the Registration Rights Agreement, the Declaration of Subscription and any other written agreement between or among the Parties dated on or around the date hereof that expressly states it is an Ancillary Agreement for the purposes of this Agreement. Annual Combined Financial Statements has the meaning given to it in the definition of the Financial Statements. Applicable Law means any applicable law, statute, ordinance, code, rule, regulation, order, writ, injunction, decree, ruling, determination, award, standard, Permit or variance of any Governmental Entity and any applicable rules or regulations of any stock exchange, as such may be amended or replaced from time to time. As it relates to Sellers warranty in Section 3.16 only, as to each of Seller and each OFS Company and each of their respective Affiliates, Applicable Law shall mean Applicable Law to which such entity shall have been subject since January 1, 2005. Application has the meaning given to it in Section 2.04(b). Approval means any approval, authorisation, clearance, clarification, qualification, or registration, or any waiver of any of the foregoing, required to be obtained from any Governmental Entity or any other Person in order to enter into this Agreement and complete the transactions contemplated by this Agreement. Assignment Date has the meaning given to it in Section 5.25(b). Audit Report has the meaning given to it in Section 2.04(b). Base Prospectus has the meaning given to it in Section 4.10(a). Basket has the meaning given to it in Section 8.02(d). Board Report has the meaning given to it in Section 2.04(b). Board Resolutions has the meaning given to it in Section 2.04(b). Business means the oilfield services business conducted by the OFS Companies and the assets and operations of the OFS Companies. Business Day means any day other than (a) any Saturday or Sunday or (b) any other day on which banks located in Geneva, Switzerland; Paphos, Cyprus; London, England; New York, United States of America; or Moscow, Russian Federation, generally are closed for business. Capital Increase Registration has the meaning given to it in Section 2.04(b). Central Time shall mean either United States central standard time or central daylight savings time, which is being observed at the time of any Sale Notice. Certain Countries has the meaning given to it in Section 3.16(h). CHF means Swiss francs, the lawful currency of Switzerland. Charter means one of the Charters, individually, as further specified by the context of such terms use. Charters means, collectively, the CJSC NvBN Charter, the LLC ChNS Charter, the LLC KUIK (Nizhnevartovsk) Charter, the LLC KUIK (Nyagan) Charter, the LLC KUIK (Orenburg) Charter, the LLC NPRS-1 Charter, the CJSC OBN Charter, the LLC OBSK Charter, the LLC STU Charter and the LLC UKRS Charter. CJSC Irkol means a closed joint stock company organised and existing under the Laws of the Russian Federation (main state registration No. (OGRN) 1027739042396) and having its registered address at Novatorov street, 7, bldg 2, Moscow, Russian Federation, 117421, which is the registrar of CJSC Orenburgburneft (agreement between CJSC Irkol and CJSC Orenburgburneft No. 120/1 dated December 25, 2000) and CJSC Nizhnevartovskburneft (agreement between CJSC Irkol and CJSC Nizhnevartovskburneft No. 81/00 dated

Definitions from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT, dated December 22, 2006, is made by and between ADP, Inc., a Delaware corporation (ADP), and General Physics Corporation, a Delaware corporation (the Purchaser).

Definitions. As used in this Agreement and in the schedules (including the Disclosure Schedules) attached hereto, the defined terms set forth below have the respective meanings set forth below (each such meaning to be equally applicable to both the singular and plural forms of the respective terms so defined). ACDelco: the ACDelco business unit of GM. ACDelco Training: the e-business and WISE sales and application function training to the extent provided to ACDelco. Accounts Receivable: the meaning specified in the definition of Excluded Assets. Acquisition Debt: the meaning specified in Section 4.8 hereof. Action: any claim, action, suit, arbitration, inquiry or proceeding by or before any Governmental Authority or arbitrator (including any administrative action). ADP: the meaning set forth in the Preamble to this Agreement. ADP Accounting Policies: the accounting policies used by ADP to prepare the Financial Statements, as such policies are described on Schedule 1.1(a) attached hereto. ADP Dealer Services: the business unit of ADP commonly known as ADP Dealer Services, and any successor thereto. ADP Deductible: Three Hundred Thousand Dollars ($300,000). Affiliate: with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with, such specified Person. As used in this definition, control of a Person (or any derivative of the word control) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by Contract or otherwise. Agreed Rate: eight percent (8%) per annum. Agreement: this Asset Purchase Agreement, as amended from time to time. Ancillary Agreements: collectively, the Bill of Sale, the Assumption Agreement, the Transition Agreement, the Facility Sharing Agreement, the Employment Agreements, the Assignments and the other agreements executed by ADP or Purchaser pursuant to the terms and conditions of this Agreement. Assets: all of ADPs (and any of its Affiliates) right, title and interest in (i) all Assumed Contracts (including all Claims, Actions, rights and interests with respect thereto), and (ii) all assets, properties, rights, Actions, Claims and goodwill of every kind and description, whether real personal or mixed, choate or inchoate, known or unknown, accrued, absolute, contingent or otherwise, wherever located and whether or not reflected on the Books and Records, in each case owned, used or held for use exclusively in connection with the Transferred Business as conducted as of the Closing Date, including all of ADPs right, title and interest in the following, but in each case only to the extent used exclusively in the Transferred Business as conducted as of the Closing Date: (a) all Tangible Personal Property; (b) all Transferred Intellectual Property; (c) all Books and Records; (d) all prepaid amounts and deposits set forth on Schedule 1.1(b)-1; (e) all Permits to the extent assignable; (f) all Other Intangibles; (g) all other assets reflected on the Pre-Closing Statement; (h) the assets set forth on Schedule 1.1(b)-2; and (i) to the extent assignable, all insurance proceeds with respect to any Assets specified in subclauses (a), (g) and (h) of clause (ii) of this definition that have been damaged or destroyed prior to the Closing Time and not replaced prior to the Closing Time. Assignments: the meaning specified in Section 2.10(a)(viii). Assumed Contracts: all Contracts set forth on Schedule 1.1(c) Assumed Liabilities: any and all debts, liabilities and obligations of ADP arising out of or incurred in connection with or otherwise related to (i) the Purchased Assets to the extent arising after the Closing Time; (ii) the performance and/or the operations of the Transferred Business after the Closing Time; (iii) the executory portions of the Assumed Contracts to be performed after the Closing Time; (iv) liabilities of the type set forth on Schedule 1.1(d)-1, to the extent specifically accrued on the Closing Date Balance Sheet; (v) liabilities accruing after the Closing Time pursuant to the Troy Lease Guaranty; and (vi) those liabilities set forth in Schedule 1.1(d)-2. Assumption Agreement: the Assignment and Assumption Agreement dated the Closing Date, executed by Purchaser and ADP, substantially in the form of Exhibit A. Audience-of-One: the product provided by Sandy Corporation to car manufacturers, truck manufacturers and hotel and leisure companies whereby Sandy Corporation develops and produces customer loyalty print (and, for industries other than the automotive industry, electronic) publications which have been partially customized (using available household and consumer data) to consumers individual interests, and mails hard copies (and/or, for industries other than the automotive industry, emails electronic copies) of such publications to purchasers of the products and services of such car manufacturers, truck manufacturers and h

Definitions from Revolving Credit Agreement

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this Agreement) is made and entered into as of June 28, 2006, by and among DOLLAR GENERAL CORPORATION, a Tennessee corporation (the Borrower), the several banks and other financial institutions from time to time party hereto (the Lenders), SUNTRUST BANK, in its capacities as Issuing Bank (the Issuing Bank) and as Administrative Agent (the Administrative Agent) for the Lenders, BANK OF AMERICA, N.A. and KEYBANK NATIONAL ASSOCIATION, as Co-Syndication Agents for the Lenders (the Syndication Agents), and REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents for the Lenders (the Co-Documentation Agents).

Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined): Acquisition shall mean the acquisition by any of the Borrower or its Subsidiaries of any of the following: (i) the controlling interest in any Person, (ii) the capital stock or other equity securities or ownership interests in any Subsidiary not already owned by the Borrower or any of its Subsidiaries, and (iii) all or substantially all of the assets of any Person or a division, line of business, or business segment of any Person. Adjusted LIBO Rate shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage. Administrative Agent shall have the meaning assigned to such term in the opening paragraph hereof. Administrative Questionnaire shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender. Affiliate shall mean, as 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, such Person. For purposes of this definition, Control shall mean the power, directly or indirectly, either to (i) vote 10% or more of securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms Controlling, Controlled by, and under common Control with have meanings correlative thereto. Aggregate Revolving Commitment Amount shall mean the amount of the Aggregate Revolving Commitments in effect from time to time. Upon the effectiveness of this Agreement on the Restatement Date, the Aggregate Revolving Commitment Amount shall equal $400,000,000. Aggregate Revolving Commitments shall mean at any time, collectively, all Revolving Commitments of all Lenders in effect at such time. Agreement shall mean this Amended and Restated Revolving Credit Agreement, as the same may be further amended, restated, and supplemented from time to time. Applicable Lending Office shall mean, for each Lender and for each Type of Loan, the Lending Office of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office through which its Loans of such Type are to be made and maintained. Applicable Margin shall mean, with respect to all Loans outstanding on any date, the percentage rate per annum determined by reference to the then applicable Ratio of Consolidated Funded Debt to Consolidated EBITDA as set forth on the Pricing Grid, with such percentage rate being subject to adjustment (upwards or downwards, as appropriate) quarterly based on the ratio of the Borrowers Consolidated Funded Debt (as of the end of the most recent Fiscal Quarter) to the Borrowers Consolidated EBITDA (calculated for the most recent Fiscal Quarter then ending and the immediately preceding three Fiscal Quarters). Such ratio shall be determined from the then most recent annual or quarterly financial statements of the Borrower delivered by the Borrower pursuant to Section 5.1(a) or 5.1(b) and the compliance certificate delivered by the Borrower pursua nt to Section 5.1(c). The adjustment, if any, to the Applicable Margin shall be effective for all purposes under this Agreement on and after the second Business Day following the delivery to the Administrative Agent of such financial statements and compliance certificate (the Adjustment Effective Date). If the Borrower shall at any time fail to furnish to the Administrative Agent such financial statements and compliance certificate within the applicable time limitations specified by Section 5.1, then the Applicable Margin shall be the respective percentage rates shown for Level I on the Pricing Grid and shall apply from the date of such failure until the second Business Day after such financial statements and compliance certificate are so delivered. Notwithstanding anything to the contrary contained herein, on and after the Restatement Date, the Applicable Margin shall be deemed to be 0.450% per annum until the Adjustment Effective Date immediately following the Borrowers Fiscal Quarter ending August 4, 2006, and thereafter the Applicable Margin will be adjusted as provided herein. Applicable Percentage shall mean, with respect to the Facility Fee, as of any date, the perc

Definitions from Agreement and Plan of Merger

For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

Definitions. In this Agreement: (a) Adjustment Amount has the meaning set forth in Section 3.3; (b) Affiliate means, with respect to any Person, any other Person controlling, controlled by or under common control with such first Person. (c) Annual Financial Statements means the audited annual financial statements for the year ended June 30, 2005 with a comparative unaudited column for June 30, 2004, including balance sheet, statement of stockholders equity, income statement and statement of cash flows, audited by Staley Oakada, auditors to Sonic, or an auditor acceptable to them; (d) Applicable Contract means any contract (a) under which any TK Company has or may acquire any material rights, (b) under which any TK Company has or may become subject to any material obligation or liability, or (c) which is otherwise material and by which any TK Company or any of the assets owned or used by it is or may become bound; (e) Articles of Merger means the Short-Form Merger Agreement and such other certificates or instruments as are required to be filed with the Secretaries of State of the States of California and Oklahoma to effect the Merger; (f) Assets means all material real and personal property in which the TK Companies hold an interest, including leasehold interests and intangible personal property listed in Schedule 4.1(g); (g) Best Efforts means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible; (h) Breach means, with respect to any representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, and the term Breach means any such inaccuracy, breach or failure; (i) Business means the business of remediating soil and ash containing PCBs, dioxins and pesticides, using the Companys solvent-based proprietary process, and the business of licensing the use of such process to third parties; (j) Business Day means a day which is not a Saturday or Sunday nor defined as a holiday in the State of California; (k) Closing means the closing of the Contemplated Transactions, as further described in Part 11 of this Agreement; (l) Closing Date has the meaning set forth in Section 11.1; (m) Company has the meaning set forth in the first paragraph of this Agreement; (n) Contaminants means any contaminant, or pollutant under or pursuant to any applicable Environmental Laws, including, without limitation, Hazardous Materials; (o) Consent means any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization); (p) Contemplated Transaction means all of the transactions contemplated by this Agreement, including: (i) the merger of the Company with Merger Sub; (ii) the execution, delivery, and performance of the Employment Agreement, the Sellers Releases and the Escrow Agreement; (iii) the performance by Sonic and Seller of their respective covenants and obligations under this Agreement; and (iv) payment of the Purchase Price to the Seller; (q) Contract means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding; (r) Costs means costs and expenses of the Business generated by Sonic and its Subsidiaries for a given period, including the cash compensation paid to Seller pursuant to the Employment Agreement (allocated pro rata to reflect the percentage of Sellers efforts devoted to managing the Business as opposed to other parts of Sonics businesses) general administrative expenses and overhead of the Surviving Corporation, but excluding for this purpose any Sonic overhead allocable to the Business and the Surviving Corporation, and otherwise as would be recorded on an income statement consistent with U.S. GAAP; (s) Disqualifying Event means, recognizing that the Sellers personal contributions to the Business after the Closing Date constitute part of the value of the Business that Sonic is acquiring, the effective date of the termination of Sellers personal contribution to the Business through his own volition after the Closing Date. For convenience of interpretation, such event shall be deemed to have occurred upon the effective date of Sellers termination by the Surviving Corporation for cause or resignation by the Seller from the Surviving Corporation without Good Reason, as defined in the Employment Agreement. (t) Effective Time has the meaning set forth in Section 2.2; (u) Employment Agreement has the meaning set forth in Section 8.1; (v) Encumbrance means any mortgage, charge, pledge, hypothecation, lien, security interest, assignment, option, equity, execution, claim or any other title defect or other encumbrance of any kind or nature whatsoever (including any agreement to give a

Definitions from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2006 (this Agreement), is made and entered into by and among CarrAmerica Realty Corporation, a Maryland corporation (the Company), CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (the Operating Partnership), Carr Realty Holdings, L.P., a Delaware limited partnership (CRH), CarrAmerica Realty, L.P., a Delaware limited partnership (CAR and together with CRH, the DownREIT Partnerships and the DownREIT Partnerships together with the Company and the Operating Partnership, the Company Parties), Nantucket Parent LLC, a Delaware limited liability company (Parent), Nantucket Acquisition Inc., a Maryland corporation and wholly owned subsidiary of Parent (MergerCo), Nantucket CRH Acquisition L.P. , a Delaware limited partnership whose general partner is MergerCo (CRH Merger Partnership) and Nantucket CAR Acquisition L.P., a Delaware limited partnership whose general partner is MergerCo (CAR Merger Partnership a

Definitions. For purposes of this Agreement: Acquisition Proposal means any proposal or offer for, whether in one transaction or a series of related transactions, any (a) merger, consolidation, share exchange, business combination or similar transaction involving the Company, the Operating Partnership or any other Subsidiary that would constitute a significant subsidiary (as defined in Rule 1-02 of Regulation S-X, but substituting 20% for references to 10% therein), (b) sale or other disposition, directly or indirectly, by merger, consolidation, share exchange, business combination or any similar transaction, of any assets of the Company or the Subsidiaries representing 20% or more of the consolidated assets of the Company and the Subsidiaries, (c) issue, sale or other disposition by the Company or any Subsidiary of (including by way of merger, consolidation, share exchange, business combination or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 20% or more of the votes associated with the outstanding voting equity securities of the Company or 20% or more of the equity interests or general partner interests in the Operating Partnership, either DownREIT Partnership or the CAR General Partner (provided that the reference to the DownREIT Partnerships and the CAR General Partner in this clause (c) shall not be applicable for purposes of Section 9.03(b)(i)), (d) tender offer or exchange offer in which any Person or group (as such term is defined under the Exchange Act) shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 20% or more of the votes associated with the outstanding Company Common Shares or outstanding equity interests or general partner interests of the Operating Partnership, either DownREIT Partnership or the CAR General Partner (provided that the reference to the DownREIT Partnerships and the CAR General Partner in this clause (d) shall not be applicable for purposes of Section 9.03(b)(i)), (e) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to the Company, the Operating Partnership or either DownREIT Partnership, or (f) transaction which is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term Acquisition Proposal shall not include (i) the Mergers or any of the other transactions contemplated by this Agreement or (ii) any merger, consolidation, business combination, reorganization, recapitalization or similar transaction solely among the Company and one or more Subsidiaries or among Subsidiaries. Action means any claim, action, suit, proceeding, arbitration, mediation or investigation. Affiliate or affiliate of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. beneficial owner has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act. Business Day or business day means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day (other than a Saturday or Sunday) on which banks are not required or authorized to close in the City of New York. CAR Class A Preferred Unit means a Class A Preferred Unit of the CAR Surviving Partnership as defined in the form of Annex A attached as Exhibit A hereto, which shall be annexed to and made part of the CAR Partnership Agreement immediately prior to the CAR Merger Effective Time. Certificate or Certificates means any certificate evidencing Company Common Shares or Company Series E Preferred Shares. Company Bylaws means the Third Amended and Restated By-Laws of CarrAmerica Realty Corporation adopted on July 31, 2003, as amended. Company Charter means the Amendment and Restatement of Articles of Incorporation of CarrAmerica Realty Corporation, as amended. Company Common Shares means shares of common stock, par value $0.01 per share, of the Company. Company Material Adverse Effect means, with respect to the Company, an effect, event, development or change that, individually or in the aggregate with all other effects, events, developments or changes, is materially adverse to the assets, business, results of operations or financial condition of the Company, the Subsidiaries and the JV Entities, taken as a whole, other than any effect, event, development or change arising out of or resulting from (a) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, (b) changes in general legal, tax, regulatory, political or business conditions that, in each case, generally affect the geographic regions or industries in which the Company, the Subsidia

Definitions from Credit Agreement

364-DAY CREDIT AGREEMENT dated as of June 29, 2005 among DUKE CAPITAL LLC, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BARCLAYS BANK, PLC, as Syndication Agent.

Definitions. The following terms, as used herein, have the following meanings: Additional Bank means any financial institution that becomes a Bank for purposes hereof in connection with the replacement of a Bank pursuant to Section 8.06. Administrative Agent means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Bank, the administrative questionnaire in the form submitted to such Bank by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Bank. Affiliate means, as to any Person (the specified Person) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a Controlling Person) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless otherwise specified, Affiliate means an Affiliate of the Borrower. Agent means any of the Administrative Agent, the Syndication Agent or the Documentation Agents. Applicable Lending Office means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. Approved Fund means any Fund that is administered or managed by (i) a Bank, (ii) an Affiliate of a Bank or (iii) an entity or an Affiliate of an entity that administers or manages a Bank. Approved Officer means the president, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent. Assignee has the meaning set forth in Section 9.06(c). Bank means each bank or other financial institution listed on the signature pages hereof, each Additional Bank, each Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective successors. Each reference herein to a Bank shall, unless the context otherwise requires, include each Issuing Bank in such capacity. Base Rate means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day. Base Rate Loan means (i) a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue. Borrower means Duke Capital LLC, a Delaware limited liability company, and its successors. Borrowing has the meaning set forth in Section 1.03. Commitment means (i) with respect to each Bank listed on the signature pages hereof, the amount set forth opposite the name of such Bank on the signature pages hereof, and (ii) with respect to each Additional Bank or Assignee which becomes a bank pursuant to Sections 8.06 and 9.06(c), the amount of the Commitment thereby assumed by it, in each case as such amount may from time to time be reduced pursuant to Section 2.08, 2.10, 8.06 or 9.06(c) or increased pursuant to Section 8.06 or 9.06(c). Commitment Termination Date means, for each Bank, June 28, 2006, as such date may be extended from time to time with respect to such Bank pursuant to Section 2.01(c) or, if such day is not a Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day. Consolidated Capitalization means the sum of (i) Consolidated Indebtedness, (ii) consolidated members equity as would appear on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries prepared in accordance with generally accepted accounting principles, (iii) the aggregate liquidation preference of preferred member or other similar preferred or priority equity interests (other than preferred member or other similar preferred or priority equity interests subject to mandatory redemption or repurchase) of the Borrower and its Consolidated Subsidiaries upon involuntary liquidation, (iv) the aggregate outstanding amount of all Equity Preferred Securities and (v) minority interests as would appear on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries prepared in accordance with generally accepted accounting principles. Consolidated Indebtedness means, at any date, all Indebtedness of Borrower and its Consolidated Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles. Consolidated Subsidiary means, for any Person, at any date any Subsidiary or other entity the accounts of w