Definitions

Definitions. (i) Unless otherwise defined in this Amendment, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Original Lease. References to this "Lease" shall mean the Original Lease, as amended by this Amendment, as the same may be further amended from time to time.

Definitions. In this Plan, except where the context otherwise indicates, the following definitions shall apply: 1.1. "1940 Act" means the Investment Company Act of 1940, as amended. 1.2. "Account" means a separate bookkeeping account maintained on behalf of each Participant. The value of a Participant's account as of any date on or before December 11, 2008, shall equal the product of (a) the Annual Board Fee in effect for such participant for such date and (b) the sum of (i) a whole number equal to the... number of full Years of Service accrued by such participant as of such date, and (ii) one (1). The value of a Participant's Account from December 12, 2008, forward shall be as follows: Neil Hahl $ 1,225,000 Philip R. Harper $ 1,225,000 Alvin N. Puryer $ 1,125,000 Mary C. Baskin $ 950,000 Kenneth D. Peterson, Jr. $ 891,667 John Koskinen $ 283,333 No interest or other earning shall be credited to Accounts under the Plan. 1.3. "Affiliate" means any corporation, partnership, business trust, limited liability company or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is owned by the Company, either directly or through one or more other Affiliates. 1.4. "Annual Board Fee" means for a Participant the annual board retainer fee as in effect on such Participant's Payment Event Date, and shall not include fees paid for meeting attendance or any additional retainers such as those paid to chairs of Board committees or to the lead director. 1.5. "Board" means the Board of Directors of the Company. 1.6. "Change of Control" means a change in ownership or effective control (within the meaning of Section 409A of the Code) of the Company. 1 As amended, December 11, 2008. 1.7. "Code" means the Internal Revenue Code of 1986, as amended. 1.8. "Committee" means the committee appointed by the Board to administer this Plan. Unless otherwise determined by the Board, the Compensation and Corporate Governance Committee of the Board shall be the Committee. 1.9. "Commencement Date" means the date on which an individual becomes an Eligible Individual. 1.10. "Company" means American Capital, Ltd., a Delaware corporation, and any successor thereto. 1.11. "Director" means a member of the Board. 1.12. "Disabled" means "disabled" within the meaning of Section 409A of the Code. 1.13. "Effective Date" means July 27, 2006. 1.14. "Eligible Individual" means any Director of the Company who is not "interested" as defined in the 1940 Act. 1.15. "Participant" means an Eligible Individual who has satisfied the requirements of Section 4 hereof. 1.16. "Payment Event Date" means for a Participant the earliest to occur of (a) the date of such Participant's Separation from Service, (b) the date of such Participant becoming Disabled, (c) the date of such Participant's death, or (d) the date of a Change of Control. 1.17. "Plan" means this American Capital, Ltd. Disinterested Director Retention Plan, as amended from time to time. 1.18. "Separation from Service" means a "separation from service" within the meaning of Section 409A of the Code. 1.19. "Year of Service" means for a Participant each one-year period commencing on a Participant's Commencement Date or anniversary thereof during which such Participant continues to be an Eligible Individual. View More

Definitions. For all purposes of and under this agreement, the following terms shall have the following respective meanings: (a) "Expiration Date" shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, or (ii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement. (b) "Shares" shall mean: (i) all securities of Sipex (including all shares of... capital stock of Sipex and all options, warrants and other rights to acquire shares of capital stock of Sipex ) owned by the Stockholder as of the date of this Agreement, and (ii) all additional securities of Sipex (including all additional shares of capital stock of Sipex and all additional options, warrants and other rights to acquire shares of capital stock of Sipex ) of which the Stockholder acquires beneficial ownership during the period commencing with the execution and delivery of this Agreement until the Expiration Date. (c) "Transfer." A Person shall be deemed to have effected a "Transfer" of a security if such Person directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to (including any short sale), establishes an open "put equivalent position" within the meaning of Rule 16a-h under the Exchange Act, transfers or otherwise disposes of such security or any interest therein, (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to (including any short sale), establishment of a "put equivalent position" with respect to, transfer of or other disposition of such security or any interest therein, or (iii) enters into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of any Shares, whether any such swap or transaction is to be settled by delivery of Shares or other securities, in cash or otherwise. View More

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning given them in the Credit Agreement.

Definitions. Capitalized terms used but not herein shall be used herein as defined in the Credit Agreement.

Definitions. Unless otherwise defined herein, each capitalized term used in this Amendment and not defined herein shall have such meaning ascribed to it in the Credit Agreement.

Definitions. The definitions in Schedule B are hereby added or amended as follows: (a) The following definitions are hereby added in the appropriate alphabetical order: "Sixth Amendment" means the Sixth Amendment to this Agreement entered into as of November 28, 2005, among the Company, BNP Paribas and the Purchasers party thereto. "Sixth Amendment Effective Date" means November 28, 2005. (b) The definition of "Senior Indebtedness" is hereby amended by deleting each reference to "$450,000,000" wherever it... appears in such definition and replacing it with "$600,000,000". (c) The definitions of "Engineering Reports" and "NPV" are hereby amended by (i) deleting each reference contained therein to "$30.00 per barrel" wherever it appears in each such definition and replacing it with "$40.00 per barrel", and (ii) deleting each reference contained therein to "$5.00 per mcf" wherever it appears in each such definition and replacing it with "$6.00 per mcf". View More

Definitions. The definitions in Schedule B are hereby amended as follows: "Engineering Reports" means the Initial Engineering Reports and each engineering report hereafter delivered by the Company pursuant to Section 8.1(c)(i) or Section 8.1(c)(ii), provided that each such report hereafter delivered must (a) separately report on Proved Developed Producing Reserves, Proved Developed Nonproducing Reserves and Proved Undeveloped Reserves and separately calculate the NPV of each such category of Proved... Reserves for the Company's interest, (b) use a 9% discount rate and a price deck for each calendar year evaluated equal to (i) for natural gas, the quotation for deliveries of natural gas for each such year from the New York Mercantile Exchange for Henry Hub, provided that (A) if such quotation is greater than $5.00 per mcf, the price shall be capped at $5.00 per mcf and (B) with respect to quotations for calendar years after the fifth calendar year, the quotation for the fifth calendar year shall be applied and (ii) for crude oil, the quotation for deliveries of crude oil for each such calendar year from the New York Mercantile Exchange for Cushing, Oklahoma, provided that (A) if such quotation is greater than $30.00 per barrel, the price shall be capped at $30.00 per barrel and (B) with respect to quotations for calendar years after the fifth calendar year, the quotation for the fifth calendar year shall be applied, (c) further adjust the cash-flows derived from the pricing assumptions set forth in clause (b) above to account for the historical basis differentials for each month during the preceding 12-month period calculated by comparing realized crude oil and natural gas prices to Cushing, Oklahoma and Henry Hub NYMEX prices for each month during such period, (d) take into account the Company's actual experiences with leasehold operating expenses and other costs in determining projected leasehold operating expenses and other costs, (e) identify and take into account any "over-produced" or "under-produced" status under gas balancing arrangements, (f) contain information and analysis comparable in scope to that contained in the Initial Engineering Report, and (g) otherwise be in form and substance reasonably satisfactory to the Super-majority Purchasers. "NPV" means, with respect to any Proved Reserves expected to be produced from any Oil and Gas Properties, the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Company's and its Subsidiaries' collective interests in such reserves during the remaining expected economic lives of such reserves. NPV means, with respect to the Company's and its Subsidiaries' separate interests in such Proved Reserves, the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to such separate interests in such reserves during the remaining expected economic lives of such reserves. Each calculation of such expected future net revenues shall be made in accordance with the then existing standards of the Society of Petroleum Engineers, provided that in any event (a) appropriate deductions shall be made for severance and ad valorem taxes, and for operating, gathering, transportation and marketing costs required for the production and sale of such reserves, (b) appropriate adjustments shall be made for hedging operations, provided that Hedging Contracts with non-investment grade counterparties shall not be taken into account to the extent that such Hedging Contracts improve the position of or otherwise benefit the Company or any of its Subsidiaries, (c) the pricing assumptions used in determining NPV for any particular reserves shall be based upon the following price decks: (i) for natural gas, the quotation for deliveries of natural gas for each such year from the New York Mercantile Exchange for Henry Hub, provided that (A) if such quotation is greater than 2 $5.00 per mcf, the price shall be capped at $5.00 per mcf and (B) with respect to quotations for calendar years after the fifth calendar year, the quotation for the fifth calendar year shall be applied and (ii) for crude oil, the quotation for deliveries of crude oil for each such calendar year from the New York Mercantile Exchange for Cushing, Oklahoma, provided that (A) if such quotation is greater than $30.00 per barrel, the price shall be capped at $30.00 per barrel and (B) with respect to quotations for calendar years after the fifth calendar year, the quotation for the fifth calendar year shall be applied and (d) the cash-flows derived from the pricing assumptions set forth in clause (b) above shall be further adjusted to account for the historical basis differentials for each month during the preceding 12-month period calculated by comparing realized crude oil and natural gas prices to Cushing, Oklahoma and Henry Hub NYMEX prices for each month during such period. View More

Definitions. 2.1 Definitions.

Definitions. Each capitalized term use, but not specifically defined in this Agreement, shall have the meaning ascribed to it in this Section 1.