Definitions from Amendment
AGREEMENT dated as of November 18, 2011 (as amended by Amendment No. 1 and Consent, dated as of December 18, 2013 and, Amendment No. 2 and Consent, dated as of January 30, 2015 and Amendment No. 3 and Consent, dated as of March 16, 2017) among DUKE ENERGY CORPORATION, DUKE ENERGY CAROLINAS, LLC, DUKE ENERGY OHIO, INC., DUKE ENERGY INDIANA, INC.LLC, DUKE ENERGY KENTUCKY, INC., DUKE ENERGY PROGRESS, INC.LLC (f/k/a PROGRESS ENERGY CAROLINAS, INC.) and, DUKE ENERGY FLORIDA, INC.LLC (f/k/a PROGRESS ENERGY FLORIDA, INC.) asand PIEDMONT NATURAL GAS COMPANY, INC., as Borrowers, the Lenders from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and THE ROYALMIZUHO BANK OF SCOTLAND PLC,, LTD., as Co-Syndication Agents, and BANK OF CHINA, NEW YORK BRANCH, BARCLAYS BANK PLC, CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UBS SECURITIES LLCROYAL BANK OF CAN
Definitions. The following terms, as used herein, have the following meanings: Additional Lender means any financial institution that becomes a Lender for purposes hereof pursuant to Section 2.17 or 8.06. Administrative Agent means Wells Fargo in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity. Administrative Questionnaire means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to each Borrower) duly completed by such Lender. Affiliate means, as to any Person (the specified Person) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a Controlling Person) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agent means any of the Administrative Agent, the Co-Syndication Agents or the Co-Documentation Agents. Aggregate Exposure means, with respect to any Lender at any time, the aggregate amount of its Borrower Exposures to all Borrowers at such time. Agreement means this Agreement as the same may be amended from time to time. Amendment No. 3 shall mean that certain Amendment No. 3, dated as of March 16, 2017, among the Borrowers, the lenders party thereto and the Administrative Agent. Anti-Corruption Laws means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering. Applicable Lending Office means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. Applicable Margin means, with respect to Euro-Dollar Loans, Swingline Loans or Base Rate Loans to any Borrower, the applicable rate per annum for such Borrower determined in accordance with the Pricing Schedule. Appropriate Share has the meaning set forth in Section 8.03(d). Approved Fund means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender. Approved Officer means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent. Assignee has the meaning set forth in Section 9.06(c). Availability Percentage means, with respect to each Borrower at any time, the percentage which such Borrowers Sublimit bears to the aggregate amount of the Commitments, all determined as of such time. Bail-In Action means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. Bankruptcy Event means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reje
Definitions from 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 Amendment to Loan Agreement
is made and entered into as of the 23rd day of April, 2015 (the "Third Amendment Effective Date"), by and among 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, 734 LMC GROVES, LLC, a Florida limited liability company, 734 CO-OP GROVES, LLC, a Florida limited liability company, 734 BLP GROVES, LLC, a Florida limited liability company, and 734 HARVEST, LLC, a Florida limited liability company, being collectively referred to as the "Borrower" (and unless otherwise provided the term "Borrower" shall apply to each of said five limited liability companies both separately and collectively), jointly and severally, all having an office and place of business at 10070 Daniels Interstate Court, Suite 100, Fort Myers, Florida 33913 and PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability company, having an office and place of business at 801 Warrenville Road, Suite 150, Lisle, Illinois 60532-1357 (referred to herein as the "Lender").
Definitions. The recitals above are incorporated herein and any capitalized terms used, but not defined herein, shall have the meaning ascribed thereto in the Loan Documents and Article I of the 2014 Loan A, B and D Loan Agreement is hereby amended as of, from and after the Third Amendment Effective Date, by adding the defined terms in this Third Amendment as defined terms therein and by amending and restating any of the following defined terms to the extent such terms are already defined in the 2014 Loan A, B and D Loan Agreement as follows:
DEFINITIONS from Amendment to Business Loan Agreement
This THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT ("Third Amendment") is dated as of March 31, 2010 ("Third Amendment Effective Date"), by and between CEDAR RAPIDS BANK & TRUST COMPANY (the "Lender") and MACC Private Equities, Inc., f/k/a MorAmerica Capital Corporation (the "Borrower").
DEFINITIONS. All terms contained in this Third Amendment and not otherwise defined shall have the meanings assigned to them in the Loan Agreement. After the Third Amendment Effective Date, all references in the Loan Agreement, as amended, to "this Agreement", "herein", "hereunder" and words of similar import shall be deemed to be references to the Loan Agreement as amended hereby. References in the Operative Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as so amended.
Definitions from Amendment to the Credit Agreement
THIRD AMENDMENT, dated as of January 12, 2010 (this Third Amendment), to the Credit Agreement, dated as of February 28, 2007, as amended as of June 27, 2007 and May 29, 2009 (as so amended and as further amended, amended and restated, modified or supplemented from time to time, the Credit Agreement), among PAETEC Holding Corp., a Delaware corporation (the Borrower), the lenders party thereto from time to time (the Lenders) and Deutsche Bank Trust Company Americas (DBTCA), as administrative agent (in such capacity, the Administrative Agent).
Definitions. Section 1.01 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions: Incremental Term Loan Commitment Amount shall mean the remainder of (x) $125,000,000 minus (y) the aggregate principal amount (or the aggregate face amount if issued at a discount) of all Senior Secured Notes issued from and after the Third Amendment Effective Date (including all such Senior Secured Notes issued on the Third Amendment Effective Date) in excess of $240,231,666.28 (other than Senior Secured Notes described in clause (b) or (c) of the definition thereof). Senior Secured Notes Indenture shall mean the Indenture, dated as of June 29, 2009, among the Borrower, certain of its Subsidiaries, as guarantors, and The Bank of New York Mellon, as trustee, as the same may have been, and as the same may be, amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. Third Amendment shall mean the Third Amendment to this Agreement, dated as of January 12, 2010. Third Amendment Effective Date shall have the meaning provided in the Third Amendment.
DEFINITIONS from Forbearance Agreement and Amendment
THIS FORBEARANCE AGREEMENT AND AMENDMENT NUMBER 3 TO LOAN DOCUMENTS (this Third Amendment), is entered into as of March 20, 2009 (the Third Amendment Effective Date), by and among GVEC RESOURCE IV INC. (Agent), as Agent and as a Lender, EMRISE CORPORATION, a Delaware corporation (Parent), and Parents Subsidiaries that are signatories hereto (collectively with Parent, Borrowers).
DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended hereby. As used herein, the following terms shall have the respective meanings set forth below: Forbearance Period shall mean the period beginning on the Third Amendment Effective Date and ending on the effective date of the Fourth Amendment (as defined below).