United States Uses in Certain Definitions Clause

Certain Definitions from Credit Agreement

THIS CREDIT AGREEMENT is dated as of March 7, 2017, and is made by and among ARCH COAL, INC., a Delaware corporation (the Borrower), the LENDERS (as hereinafter defined) from time to time party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (Credit Suisse), as Administrative Agent and as Collateral Agent.

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: ABL Agent shall mean the administrative agent and collateral agent under any ABL Credit Agreement, together with its successors and assigns in such capacities. ABL Credit Agreement shall mean the collective reference to any credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument, in each case, evidencing or governing the terms of any inventory- and/or receivables-based Debt facility or other financial accommodation incurred in connection therewith, and any Permitted Refinancing of such Debt, and other obligations outstanding under any of the foregoing agreements or instruments, unless such agreement or instrument expressly provides that it is not intended to be and is not an ABL Credit Agreement hereunder and under the ABL Intercreditor Agreement (if any). Any reference to the ABL Credit Agreement hereunder shall be deemed a reference to any ABL Credit Agreement then extant. ABL Documents shall mean the Loan Documents (or any comparable definition) as defined in any ABL Credit Agreement. ABL Facility shall mean any facility provided by the lenders or issuing banks pursuant to an ABL Credit Agreement. ABL Intercreditor Agreement shall mean an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent governing the priority of the Liens on the Collateral securing the Obligations, on the one hand, and the ABL Obligations, on the other hand, and, among other things, providing that Liens on all or a portion of the assets constituting ABL Priority Collateral that secure the ABL Obligations are senior to the Liens on such Collateral that secure the Obligations, to be entered into in connection with any ABL Facility, between the Agent and the ABL Agent and acknowledged by the Loan Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time. ABL Obligations shall have the meaning specified in the ABL Intercreditor Agreement (or any comparable definition). ABL Priority Collateral shall be defined in the ABL Intercreditor Agreement, which definition shall be in form and substance reasonably satisfactory to the Administrative Agent (provided that a definition of ABL Priority Collateral that is substantially consistent with the one set forth on Schedule 1.1(F) hereto shall be deemed to be reasonably acceptable to the Administrative Agent; it being understood and agreed that a definition of ABL Priority Collateral that contains a subset of the types of collateral described in the components of such scheduled definition shall also be deemed to be reasonably acceptable to the Administrative Agent). ABL Specified Collateral shall mean cash and Permitted Investments, and deposit accounts and securities accounts containing solely such cash and Permitted Investments, that (a) cash collateralize (i) letters of credit issued under the ABL Documents, (ii) defaulting lender participations in letters of credit, swingline loans or protective advances under the ABL Documents, or (iii) returned or charged-back items under the ABL Documents, or (b) constitute Qualified Cash (as defined in the ABL Credit Agreement, or any comparable definition). Active Operating Properties shall mean all property which is the subject of outstanding Environmental Health and Safety Permits issued to any Loan Party or any Subsidiary of any Loan Party. Adjusted LIBOR Rate shall mean, with respect to any LIBOR Rate Loan for any Interest Period, an interest rate per annum equal to the product of (i) the LIBOR Rate in effect for such Interest Period and (ii) Statutory Reserves; provided that the Adjusted LIBOR Rate for the Initial Term Loans shall not be less than 1% per annum. Administrative Agent shall mean Credit Suisse AG, Cayman Islands Branch, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly by such Person. Control, as used in this definition, shall mean the 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, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Agent shall mean each of the Administrative Agent and Collateral Agent. Agent Fee

Certain Definitions from Amended and Restated Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of the 31st day of January, 2017, by and between EagleBank, a Maryland chartered commercial bank (the Bank), and Laurence E. Bensignor (Executive).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2.1 Affiliate means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms controlling, controlled by, or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2.2 Bancorp means Eagle Bancorp, Inc., a Maryland corporation, publicly traded as a bank holding company. 2.3 Bank is defined in the Recitals. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term Bank shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement. 2.4 Bank Entities means and includes any of the Bank, Bancorp and their Affiliates. 2.5 Bank Regulatory Agency means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to:

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Certain Definitions. As used herein, the following terms shall have the following meanings: Additional Piggyback Rights has the meaning set forth in Section 2.2(c). Affiliate means (a) with respect to any AIP Person or JPM Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, and includes any private equity investment fund the which is the primary investment advisor (or an Affiliate thereof) to such specified Person and (b) with respect to any other Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. It is understood and agreed that, for purposes hereof, (i) each AIP Person shall be deemed to be an Affiliate of every other AIP Person, (ii) each JPM Person shall be deemed to be an Affiliate of every other JPM Person, (iii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Holder, and (iv) except as set forth in clauses (i) or (ii) above, no Holder shall be deemed to be an Affiliate of any other Holder. Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof. AIP has the meaning set forth in the preamble. AIP Person has the meaning set forth in the preamble and any subsequent Holder who is Assigned all, but not less than all, of such AIP Persons Registrable Securities in a single transaction in accordance with Section 4.5. [Ally has the meaning set forth in the preamble.] Assign means to directly or indirectly sell, transfer, assign, distribute, exchange, pledge, hypothecate, mortgage, grant a security interest in, encumber or otherwise dispose of Registrable Securities, whether voluntarily or by operation of law, including by way of a merger. Assignor, Assignee, Assigning and Assignment have meanings corresponding to the foregoing. automatic shelf registration statement has the meaning set forth in Section 2.4. Board means the Board of Directors of the Company. Business Day means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Carryover Amount for any Holder means, with respect to any registered offering in which such Holder elected not to participate after receipt of a notice under Section 2.2(a), a number of Registrable Securities equal to the number of Registrable Securities then held by such Holder, multiplied by a fraction (expressed as a percentage), the numerator of which is equal to the number of Registrable Securities sold by the Holder that sold the most Registrable Securities in such offering and the denominator of which is the number of Registrable Securities held by such Holder immediately prior to such offering. Claims has the meaning set forth in Section 2.9(a). Company Shares means common stock of the Company, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Company Shares Equivalents means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) Company Shares or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for Company Shares or other equity securities of the Company). Company means REV Group, Inc. and any successor thereto. Demand Exercise Notice has the meaning set forth in Section 2.1(a). Demand Registration has the meaning set forth in Section 2.1(a). Demand Registration Request has the meaning set forth in Section 2.1(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Expenses means any and all fees and expenses incident to the Companys performance of or compliance with Article 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange or on any other securities market on which the Company Shares are listed or quoted, (ii) fees and expenses of compliance with state securities or blue sky laws and in connection with the preparation of a blue sky survey, including, without limitation, reasonable fees and expenses of outside blue sky counsel, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2016 (this Agreement), by and between BAY BANKS OF VIRGINIA, INC. (Bay Banks) and VIRGINIA BANCORP INC. (Virginia BanCorp).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Agreement has the meaning set forth in Section 9.03(a). Acquisition Proposal means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Bay Banks or Virginia BanCorp or any of their Significant Subsidiaries, other than the transactions contemplated by this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Bank Merger has the meaning set forth in Section 3.01(a). Bank Merger Agreement means the Agreement and Plan of Merger of Virginia Commonwealth Bank with and into Bank of Lancaster, attached as Exhibit B. Bank Merger Effective Date has the meaning set forth in Section 3.02. Bank of Lancaster means Bank of Lancaster, a commercial bank chartered under the laws of Virginia and a wholly owned direct subsidiary of Bay Banks. Bay Banks has the meaning set forth in the preamble to this Agreement. Bay Banks Board means the Board of Directors of Bay Banks. Bay Banks Bylawsmeans the Bylaws of Bay Banks, as amended. Bay Banks Certificate means the Articles of Incorporation of Bay Banks, as amended. Bay Banks Common Stock means the common stock, par value $5.00 per share, of Bay Banks. Bay Banks Directors has the meaning set forth in Section 2.01(d). Bay Banks Disclosure Schedule has the meaning set forth in Section 6.01. Bay Banks Financial Statements has the meaning set forth in Section 6.03(i). Bay Banks Meeting has the meaning set forth in Section 7.02(a). Bay Banks Stock Options has the meaning set forth in Section 5.01(b). BHC Act has the meaning set forth in Section 6.03(b). Book-Entry Shares has the meaning set forth in Section 4.04(a). Code has the meaning set forth in the recitals. Compensation and Benefit Plans means all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any current or former employee, current or former consultant or current or former director participates or to which any such employees, consultants or directors are a party. Confidentiality Agreement means that certain confidentiality agreement between Bay Banks and Virginia BanCorp dated July 11, 2016. Disclosure Schedules has the meaning set forth in Section 6.01. Dissenting Shares has the meaning set forth in Section 2.04. DOL has the meaning set forth in Section (i)(iii) of Exhibit C to this Agreement. Effective Date has the meaning set forth in Section 2.02. Effective Time means the effective time of the Merger, as provided for in Section 2.02. Environmental Laws means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate has the meaning set forth in Section (i)(iv) of Exhibit C to this Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent means Continental Stock Transfer and Trust. Exchange Fund has the meaning set forth in Section 4.04(a). Exchange Ratio has the meaning set forth in Section 4.01. FDIC has the meaning set forth in Section 6.03(d). Fee has the meaning set forth in Section 9.03(a). GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied. Governmental Authority means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality. Indemnified Party has the meaning set forth in Section 7.09(a). Insurance Amount has the meaning set forth in Section 7.09(a). Intellectual Property has the meaning set forth in Section (v) of Exhibit C to the Agreement. IRS has the meaning set forth in Section (g)(ii) of Exhibit C to this Agreement. Lien means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance. Loans has the meaning set forth in Section (u) of Exhibit C to this Agreement. Material Adverse Effect means, with respect to Virginia BanCorp or Bay Banks, any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the a

Certain Definitions from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

Certain Definitions from Amended and Restated Governance Agreement

This Second Amended and Restated Governance Agreement (this Agreement) is made as of November 1, 2016, by and among IAC/InterActiveCorp, a Delaware corporation (IAC or the Company), Mr. Barry Diller (Mr. Diller) and the persons signatory hereto (each, a Diller Party and, collectively with Mr. Diller, the Diller Parties) and shall be effective as of the Effective Date.

Certain Definitions. As used in this Agreement, the following terms have the following respective meanings: Affiliate means with respect to any person, any other person, directly or indirectly, controlling, controlled by or under common control with such person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. At-the-Market Transaction means a Transfer by a Diller Party of any share of Class B Common Stock to a Third Party at a price per share of Class B Common Stock that is no higher than the greater of (x) the last closing sale price of a share of the Common Stock on the NASDAQ (or the principal securities exchange or principal securities market on which the Common Stock is then listed or traded) (the Market Price) on the last trading day immediately preceding the date that a definitive agreement is entered into with regard to such Transfer and (y) the Market Price on the last trading day immediately preceding the date that such Transfer is completed. beneficial owner (including, with correlative meanings, the terms beneficially own and beneficial ownership) has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Charitable Organization means an entity that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the United States Internal Revenue Code of 1986, as amended (or any successor provisions thereto) (whether a determination letter with respect to such successors exemption is issued before, at or after the relevant determination date), and further includes any successor entity of similar status. Covered Transaction means (x) with respect to the Company (i) an acquisition of beneficial ownership by a Third Party of shares of Capital Stock of the Company (or of the voting equity of a corporation that the Company merges with or into or of the parent of such a corporation) that would entitle the Third Party to exercise or control, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities (which excludes the Class C Common Stock) of the Company (or of the surviving corporation in a merger with or into the Company or of its parent resulting from such a transaction) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer, tender offer, exchange offer or similar transaction) or (ii) a sale, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (y) with respect to the Companys Capital Stock, any transaction or series of transactions by Mr. Diller, his Family Members and/or Family Entities that, directly or indirectly, would result in a Third Party owning at least twenty-five percent (25%) of the total voting power of the Companys outstanding voting securities (which excludes the Class C Common Stock), other than an At-the-Market Transaction. Disinterested Director means a member of the Board who does not have, directly or indirectly, a pecuniary or personal interest in the transaction to be approved, other than as a holder of Common Stock or Class C Common Stock. Equity Securities means the equity securities of the Company calculated on a Common Stock equivalent basis (with each share of Class C Common Stock counted as one share of Common Stock for purposes of such calculation), including all outstanding shares of any class of Capital Stock and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Family Entity means (x) those entities identified on Schedule 1 and (y) any general or limited partnership, corporation, limited liability company, trust or other legal entity that is, at all times during the term of this Agreement, wholly owned, directly or indirectly, by, or as to which the sole beneficiaries of any shares of Capital Stock held by such entity are, Mr. Diller and/or one or more Family Members (provided that any private foundation or Charitable Organization to which no person other than Mr. Diller and/or his Family Members is an investment advisor shall be permitted to be an additional beneficiary of shares of Capital Stock without violating such requirement, it being understood that no such private foundation or Charitable Organization may constitute a Family Entity and that nothing in this proviso shall exclude any Transfer to a private foundation or Charitable Organization from the provisions of Sections 2 and 4 of this Agreement). Family Member means, with respect to Mr. Diller, the spo

Certain Definitions from Stock and Asset Purchase Agreement

This STOCK AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 12, 2016 (the Effective Date), is by and between Newell Brands Inc., a Delaware corporation (Parent), and Stanley Black & Decker, Inc., a Connecticut corporation (Purchaser). Each of Parent and Purchaser are sometimes referred to herein as a Party or collectively as the Parties.

Certain Definitions. The following terms, as used in this Agreement, have the following meanings: Accounting Principles means GAAP, as applied using the same accounting methods, policies, principles, practices and procedures (including classifications, judgments and estimation methodologies) as were used in the preparation of the Financial Statements, except as otherwise provided for in Exhibit 12.1(A). In the event of a conflict between GAAP and the Accounting Principles, the Accounting Principles shall control. Action means any action, claim, suit, arbitration, investigation or proceeding, in each case, by or before any Governmental Authority. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled by and under common control with have meanings correlative thereto. For purposes of the foregoing, (a) for all periods prior to the Closing, neither Purchaser, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other, and (b) for all periods after the Closing, neither Parent, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other. Affiliate Arrangements means (a) all Contracts, arrangements, commitments or transactions between Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand and (b) all Contracts, arrangements, commitments or transactions (other than employment Contracts) between any director, officer or stockholder of Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand, in each case of clause (a) and (b) which is currently in effect. Ancillary Agreements means the Transition Services Agreement, the Bailment Agreement and the Excluded Transfer Documents. Antitrust Laws means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to the extent applicable to the purchase and sale of the Purchased Equity Interests and the other transactions contemplated by this Agreement, including without limitation, the HSR Act and other similar competition or antitrust laws of any jurisdiction other than the United States. Asset Sellers means Parent and each Subsidiary of Parent listed on Exhibit 12.1(B). Assumed Benefit Plan means each Employee Benefit Plan or portion thereof (i) sponsored by one of the Purchased Companies as of the Closing, (ii) that Purchaser or any of its Affiliates has expressly agreed to assume pursuant to Article VII of this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Laws or any applicable Union Contract; provided however, that no defined UK Pension Scheme is an Assumed Benefit Plan. Assumed Foreign Benefit Plan means each Assumed Benefit Plan that is not an Assumed U.S. Benefit Plan. Assumed U.S. Benefit Plan means each Assumed Benefit Plan that is sponsored, maintained or contributed to by Parent or any of its Affiliates primarily for the benefit of current or former Business Employees based primarily in the United States (including Puerto Rico). Brazil Environmental Liabilities means all Liabilities to the extent arising or resulting from any Release of Hazardous Substances prior to the Closing at, on, under or from the Brazil Manufacturing Facility, including any (i) post-Closing exposure to or migration of any such Release, (ii) such Release identified in whole or in part in the Brazil Phase II or subsequent investigations, (iii) such Release from the facilitys wastewater discharge or treatment equipment and infrastructure (and including any discharges in violation of applicable Environmental Law resulting from the status quo operation of such equipment and infrastructure during the 180 day period following the Closing) and (iv) Actions arising or resulting from any such Release. Brazil Manufacturing Facility means the real property and facility located at the commonly known street address of Av. Presidente Kennedy, 1049, Carlos Barbosa, RS, Brazil, including all underlying and associated land, buildings, fixtures, equipment and other improvements thereon and appurtenant thereto. Brazil Phase II means the Confirmatory Environmental Investigation (Environmental Site AssessmentPhase II), IRWIN INDUSTRIAL TOOLS Carlos Barbosa RS, Brazil, prepared for Newell Brands by CH2M do Brasil Engenharia Ltda., dated October 2016. Bu

Certain Definitions from Credit Agreement

THIS CREDIT AGREEMENT is dated as of October 5, 2016, and is made by and among ARCH COAL, INC., a Delaware corporation (the Borrower), the LENDERS (as hereinafter defined) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacities as administrative agent for the Lenders and collateral agent for the Lenders (in such capacities, together with its successors and assigns, in such capacities, the Agent).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: ABL Priority Collateral shall mean, collectively, each Loan Partys right, title or interest in or to all of the following types and items of property of such Loan Party, whether now owned or existing or hereafter created, acquired or arising and wherever located (and in each case subject to customary exceptions to be agreed in the intercreditor agreement entered into in connection with the applicable Permitted ABL Financing): (i) all inventory, (ii) all contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or that otherwise directly relate to, any inventory, including, without limitation, contracts and documents that relate to the acquisition or sale or other disposition of any inventory; (iii) all rights of an unpaid vendor with respect to inventory; and (iv) all Receivables Assets, but for the avoidance of doubt, excluding on any date, amounts on deposit in any account that are traceable as direct proceeds of the Term Loan Priority Collateral, any proceeds of Term Loan Priority Collateral, including any rights to payment arising from a disposition of Term Loan Priority Collateral, and contracts, documents of title and other documents that evidence the ownership of or right to receive or possess, or otherwise directly relate to the Term Loan Priority Collateral. Active Operating Properties shall mean all property which is the subject of outstanding Environmental Health and Safety Permits issued to any Loan Party or any Subsidiary of any Loan Party. Additional PIK Interest shall have the meaning specified in Section 5.05(b). Additional PIK Interest Rate shall mean 1.00% per annum. Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 10% or more of any class of the voting or other equity interests of such Person, or (iii) 10% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly by such Person. Control, as used in this definition, shall mean the 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, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be. Agent shall have the meaning specified in the introductory paragraph hereto. Agent Fee Letter shall mean that certain Agent Fee Letter, dated as of October 5, 2016, between the Borrower and the Agent. Agent Parties shall have the meaning specified in Section 13.15. Agreement shall mean this Credit Agreement (including all schedules and exhibits), as the same may hereafter be supplemented, amended, restated, refinanced, replaced, or modified from time to time. Annual Statements shall have the meaning specified in Section 6.07(a). Applicable Margin shall mean (i) the percentage spread to be added to the LIBOR Rate applicable to Term Loans under the LIBOR Rate Option, which shall be equal to 9.00% and (ii) the percentage spread to be added to the Base Rate applicable to Term Loans under the Base Rate Option, which shall be equal to 8.00%. Approved Fund shall mean any fund that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and 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. Assignment and Assumption Agreement shall mean an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 13.09, in substantially the form of Exhibit 1.1(A). Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of such Loan Party or such other individuals, designated by written notice to the Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Agent. Bail-In Action shall mean 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 shall mean, 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

Certain Definitions from Amended and Restated Credit Agreement

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the Agreement) is dated as of October 4, 2016, and is made by and among CALGON CARBON CORPORATION, a Delaware corporation (Calgon Carbon), each of the other BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined).

Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: 2016 Foreign Restructuring shall mean the transfer of equity interests and the consummation of intercompany loans and investments among certain Loan Parties and their Subsidiaries substantially in accordance with Calgon Carbons objective to restructure its worldwide corporate organization to the proposed structure as delivered by Calgon Carbon to the Lenders at Closing. Administrative Agent shall mean PNC Bank, National Association, in its capacity as administrative agent hereunder or any successor administrative agent. Administrative Agents Fee shall have the meaning specified in Section 10.9 [Administrative Agents Fee]. Administrative Agents Letter shall have the meaning specified in Section 10.9 [Administrative Agents Fee]. Administrative Questionnaire shall mean an administrative questionnaire in a form supplied by the Administrative Agent. Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds ten percent (10%) or more of any class of the voting or other equity interests of such Person, or (iii) ten percent (10%) or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Agent Parties shall have the meaning specified in Section 11.5.4(ii). Agreement shall have the meaning specified in the Preamble hereof. Alternate Source shall have the meaning specified in the definition of LIBOR Rate. Anti-Corruption Laws shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar anti-corruption laws or regulations administered or enforced in any jurisdiction in which a Borrower or any of its Subsidiaries conduct business. Anti-Terrorism Laws shall mean any Law in force or hereinafter enacted related to terrorism, money laundering or Sanctioned Persons, including Executive Order 13224, the USA Patriot Act, the International Emergency Economic Powers Act, 50 U.S.C. 1701, et. seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et. seq., 18 U.S.C. SS 2332d, and 18 U.S.C. SS 2339B and any regulations or directives promulgated under these provisions. Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading Commitment Fees. Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading Letter of Credit Fee. Applicable Margin shall mean, as applicable:

Certain Definitions from Purchase and Sale Agreement

This Purchase and Sale Agreement (this Agreement) is entered into as of September 26, 2016, by and among (i) Vantage Energy Investment LLC, a Delaware limited liability company (Vantage Investment I), (ii) Vantage Energy Investment II LLC, a Delaware limited liability company (Vantage Investment II and, together with Vantage Investment I, the Vantage Sellers), (iii) Rice Energy Inc., a Delaware corporation (Rice), and, solely for purposes of Section 9.14, (iv) Vantage Energy, LLC, a Delaware limited liability company (Vantage I), and (v) Vantage Energy II, LLC, a Delaware limited liability company (Vantage II).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: Affiliate means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person, through one or more intermediaries or otherwise. all the other parties means, with respect to any party, the other Persons party to this Agreement. Alternative Transaction means any transaction or series of related transactions (other than transactions contemplated by the Restructuring) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of Vantage Is, Vantage IIs and their respective Subsidiaries assets or equity interests. Certificate of Designation means the Certificate of Designation in the form attached hereto as Exhibit F. Class A Preferred Stock means the preferred stock of Rice, par value $0.01 per share, having such rights and preferences as set forth in the Class A Certificate of Designation. Code means the Internal Revenue Code of 1986, as amended. Company Group Plan means any Employee Benefit Plan sponsored, maintained or contributed to by the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries is a party, to which the Company or any of its Subsidiaries is obligated to contribute to, or with respect to which the Company or any of its Subsidiaries has, or could reasonably be expected to have, any liability. control and its correlative terms, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Debt Assumption Agreement means that certain Debt Assumption Agreement by and between Rice and Rice Appalachia pursuant to which Rice Appalachia will assume all of the Indebtedness of Rice. Debt Financing means the debt financing transactions consummated or anticipated to be consummated in connection with the transactions contemplated by this Agreement. Delaware LLC Act means the Delaware Limited Liability Company Act, as amended from time to time. Derivative Transaction means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions. Employee Benefit Plan of any Person means any employee benefit plan (within the meaning of Section 3(3) of ERISA, regardless of whether such plan is subject to ERISA), and any other personnel policy (oral or written), equity option, restricted equity, equity purchase plan, other equity or equity-based compensation plan or arrangement, phantom equity or appreciation rights plan or arrangement, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation or holiday pay policy, retention or severance pay plan, policy or agreement, deferred compensation agreement or arrangement, change in control, hospitalization or other welfare, medical, dental, vision, accident, disability, life or other insurance, executive compensation or supplemental income arrangement, consulting agreement, employment, severance or retention agreement, and any other plan, agreement, arrangement, program, practice, or understanding providing any compensation or benefits. Encumbrances means liens, pledges, charges, encumbrances, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, defects in title, or other burdens, options or encumbrances of any kind. Environmental Laws means any and all applicable Laws and Company Permits pertaining to prevention of pollution or protection of the environment (including (i) any natural resource restoration and natural resource damages, or (ii) the presence, generation, use, storage, treatment, disposal or Release of Hazardous Materials into the indoor or outdoor environment, or the arrangement of any such activities), or to human health or safety to the extent such human health or safety relates to exposure to Hazardous Materials, in effect as of the date hereof. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Escrow Agreement means that certain Escrow Agreement, dated the date hereof, among the Vantage Sellers, Rice and the Escrow Agent, substantially