Definitions

Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be used interchangeably in singular or plural form; and the word "Borrower" shall mean "each Borrower and any subsequent owner or owners of a fee interest in the Property or any part thereof, or any subsequent owner or owners of a leasehold interest under each Ground Lease, the word "Lender" shall mean "Lender and any subsequent holder of the Note,"... the words "Property" shall include any portion of the Property and any interest therein, the word "including" means "including but not limited to" and the words "attorneys' fees" shall include any and all attorneys' fees, paralegal and law clerk fees, including fees at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Property and Collateral and enforcing its rights hereunder. View More

Definitions. Terms used in this Amendment and not otherwise defined shall have the meanings set forth in the Original Agreement.

Definitions. Section 1.01 of the Amendment and Restatement is hereby amended, as applicable, by (i) amending such of the following definitions as were already included in Section 1.01 of the Amendment and Restatement immediately prior to the Amendment No. 6 Effective Date and (ii) inserting in the appropriate alphabetical locations such of the following definitions as were not already included in said Section 1.01 immediately prior to the Amendment No. 6 Effective Date: "Amendment No. 6" shall mean... Amendment No. 6 to this Agreement dated as of November 10, 2011. "Amendment No. 6 Effective Date" shall mean the date on which Amendment No. 6 became effective in accordance with its terms. View More

Definitions. Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 (Defined terms) of the Receivables Purchase Agreement.

Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have the meanings given to such terms in the Securities Purchase Agreement dated January 3, 2007 to which the Company and the original Holder are parties (the "Purchase Agreement") and the 8% Subordinated Convertible Unsecured Notes of the Company (the "Notes") issued in connection therewith. The term "Common Stock" shall include the Company's common stock, par value $0.001... per share as authorized on the date of the Purchase Agreement and any other securities or property of the Company or of any other person (corporate or otherwise) which the Holder at any time shall be entitled to receive on the exercise hereof in lieu of or in addition to such common stock, or which at any time shall be issuable in exchange for or in replacement of such common stock. The term "Affiliate" shall mean any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 promulgated by the SEC pursuant to the Securities Act of 1933, as amended. View More

Definitions. The following capitalized terms shall have the following meanings for purposes of this Agreement.

Definitions. (b)The following terms shall have the following meanings: "Code" means the Uniform Commercial Code from time to time in effect in the State of New York. "Collateral" means (i) the Pledged Interests, (ii) all General Intangibles arising out of or constituted by the LLC Agreement in respect of the Pledged Interests, (iii) all Accounts arising out of the LLC Agreement in respect of any Pledged Interests, and (iv) to the extent not otherwise included, all Proceeds of any and all of the foregoing.... "Documents" means this Pledge Agreement, the Securities Purchase Agreement, the Note, the other Related Agreements and all other documents, instruments, agreements and certificates at any time delivered by any Person executed in connection herewith or therewith. "Event of Default" shall have the meaning given to such term in Section 9. "Governmental Authority" means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Issuers" shall have the meaning given to such term in Section 5(a). "LLC Agreement" means the Amended and Restated Regulations of Eagle Domestic Drilling Operations LLC, a Texas limited liability company, dated as of August ___, by and between Eagle Domestic Drilling Operations LLC and Pledgor, as amended, restated, supplemented and otherwise modified from time to time in accordance with the terms thereof. "Permitted Transfer" means any sale, assignment, transfer, exchange or other disposition of any Pledged Interests by Pledgor or any permitted successor or assign, whether in exchange for money or other property, gift, bequest or otherwise, permitted under the LLC Agreement and under the terms of this Pledge Agreement. "Person" means an individual, a partnership, a corporation (including a business trust), a joint stock company, a trust, an unincorporated association, a joint venture, a limited liability company, a limited liability partnership or other entity, or a government or any agency, instrumentality or political subdivision thereof. "Pledged Interests" means the interest of Pledgor listed on Schedule 1 hereto in the Issuers, including, without limitation, all of Pledgor's right, title and interest to participate in the operation or management of the Issuers, if any, and all of Pledgor's rights to properties, assets, membership interests and distributions under the LLC Agreement, if any, together with all certificates, options or rights of any nature whatsoever that may be issued or granted by the Issuers to Pledgor in respect of the Pledged Interests while this Pledge Agreement is in effect and any other limited liability company interest obtained by Pledgor in the Issuers during the term hereof. "Proceeds" means all "proceeds" as such term is defined in Section 9-102(a)(64) of the Code and, in any event, shall include, without limitation, all dividends or other income from the Pledged Interests, collections thereon or distributions with respect thereto. "Secured Obligations" means all unpaid principal of and interest on (including, without limitation, interest accruing at the then applicable rate provided in the Note after the maturity of the Note and interest accruing at the then applicable rate provided in the Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Pledgor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) all obligations and liabilities of Pledgor to Laurus under the Note and the other Documents and all other obligations and liabilities of Pledgor to Laurus, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Note, the other Documents, or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to Laurus that are required to be paid by Pledgor pursuant to the terms of the Note and the other Documents). View More

Definitions. As used herein, the following terms shall have the following meanings: "Additional Employment Term" has the meaning set forth in Section 2(d)(i) of this Agreement. "Affiliate" means, when used with reference to a specified Person, any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean... possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). With respect to any Person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's Family Group. "Base Salary" has the meaning set forth in Section 2(c)(i) of this Agreement. "Benefits" has the meaning set forth in Section 2(c)(ii) of this Agreement. "Board" means the Company's Board of Directors. "Bonus" means awards under the MIC Plan or a New MIC Plan. "Bonus Year" means an annual bonus period under the MIC Plan or a New MIC Plan. "Businesses" has the meaning set forth in Section 5(a) of this Agreement. "Cause" means the occurrence of any one of the following as determined by the Board: (i) a material breach of the Executive's covenants under Section 4 or Section 5 of this Agreement; (ii) the commission by the Executive of a felony, or any crime involving theft, dishonesty or moral turpitude; (iii) the commission by the Executive of act(s) or omission(s) which are willful and deliberate acts intended to harm or injure the business, operations, financial condition or reputation of the Company or any Affiliate of the Company; (iv) the Executive's disregard of the directives of the Board; (v) the Executive's drunkenness or use of drugs which interferes with the performance of the Executive's duties under this Agreement, which drunkenness or use of drugs continues after receipt of notice to the Executive from the Company of her violation of this provision; or (vi) any attempt by the Executive to secure any personal profit in connection with the business of the Company unless given prior written approval by unanimous consent of the Board. "Confidential Information" has the meaning set forth in Section 4(a)(i) of this Agreement. "Disability" means the inability, due to illness, accident, injury, physical or mental incapacity or other disability, of the Executive to carry out effectively her duties and obligations to the Company or to participate effectively and actively in the management of the Company for a period of at least 90 consecutive days or for shorter periods aggregating at least 150 days (whether or not consecutive) during any twelve-month period, as determined in the judgment of the Board. "Effective Date" means May 26, 2004. "Employment Period" has the meaning set forth in Section 2(d)(ii) of this Agreement. "Employment Term" has the meaning set forth in Section 2(d)(i) of this Agreement. "Family Group" means, with respect to any Person who is an individual: (i) such Person's spouse, former spouse and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing persons (collectively, "relatives") or (ii) the trustee, fiduciary or personal representative of such Person and any trust solely for the benefit of such Person and/or such Person's relatives. "Geographical Area" has the meaning set forth in Section 5(a) of this Agreement. 2 "Good Reason" for resignation by the Executive means her resignation because of: (i) a reduction in the annual base salary of the Executive, a material reduction in the employee benefits granted to the Executive, or a reduction in the Executive's percentage participation in the MIC Plan prior to the approval and adoption of a New MIC Plan or a reduction in the Executive's percentage participation in any New MIC Plan from the percentage previously awarded to the Executive if and when a New MIC Plan is approved and adopted, (ii) a material modification to the MIC Plan as in effect on the date hereof which adversely affects the determination of the Executive's bonus with respect to the 2004 calendar year or thereafter if the MIC Plan continues to be in effect for any calendar year after the 2004 calendar year unless such modification is generally applicable to all participants in the MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iii) a material modification to a New MIC Plan, which modification adversely affects the determination of the Executive's bonus for any calendar year for which such New MIC Plan is applicable, unless such modification is generally applicable to all participants in the New MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iv) a requirement that the Executive be based at any office or location more than 50 miles from Tulsa, Oklahoma, (v) a removal of the Executive as General Counsel and Secretary of the Company by action of the Board, or (vi) an assignment, by action of the Board, to the Executive of any duties and responsibilities that are substantially inconsistent with or materially diminish the Executive's position, in each case, other than with the consent of the Executive. "Initial Employment Period" has the meaning set forth in Section 2(d)(i) of this Agreement. "Management Board Member" means any member of the Board who is also a full-time employee of the Company or any of its Subsidiaries. "MIC Plan" means the Company's and its Subsidiaries' Management Incentive Compensation Plan for the 2004 calendar year and thereafter until a New MIC Plan is approved and adopted. "New MIC Plan" means the Company's and its Subsidiaries' Management Incentive Compensation Plan approved and adopted by the Board to be effective for any calendar year after 2004. "Noncompete Period" has the meaning set forth in Section 5(a) of this Agreement. "Person" means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. 3 "Post-Termination Period" has the meaning set forth in Section 5(a) of this Agreement. "Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director, manager or a general partner of such partnership, limited liability company, association or other business entity. "Termination Date" means the date that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reason. "Work Product" has the meaning set forth in Section 3 of this Agreement. View More

Definitions. As used in this Agreement, the following terms have the following meanings: "Agreement" and "this Agreement" means this Loan and Security Agreement and all Exhibits and Schedules hereto and all modifications and amendments to, extensions of, and replacements for this Agreement. "Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to... time by Lender as its "prime rate." The "prime rate" is a rate set by Lender based upon various factors including Lender's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Lender shall take effect at the opening of business on the day specified in the public announcement of such change. "Business Day" means any day other than a Saturday, Sunday or any other day on which commercial banks in Boston, Massachusetts are required or permitted by law to close. -7- LOAN AND SECURITY AGREEMENT "Code" means the Uniform Commercial Code as adopted and in effect in the Commonwealth of Massachusetts on the date hereof. "Collateral" has the meaning set forth in Section 2.1 above. "continuing" when used with reference to a Default or an Event of Default means that the Default or Event of Default has occurred and has not been either waived in writing by Lender or cured within any applicable cure period. "Default" means any event which with notice or passage of time or both, would constitute an Event of Default. "Equipment" means all of the following, now owned and hereafter acquired by Borrower: all "equipment" as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles, and any interest in any of the foregoing. "Event of Default" means any of the events set forth in Section 6.1 of this Agreement. "Existing SVB Loan Facility" means the loan facility being provided by SVB to Borrower under the SVB Loan Agreement. "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Lender on such day on such transactions as determined by Lender. "GAAP" means generally accepted accounting principles consistently applied in the United States. "Loan Documents" means this Agreement, the Note, the Warrant, and all other present or future instruments and agreements between Borrower and Lender relating hereto or thereto. "Material Adverse Change" means (i) a material adverse change in the business, operations, results of operations, assets, liabilities, condition or prospects of Borrower, (ii) the material impairment of Borrower's ability to perform the Obligations, or of Lender to enforce the Obligations or realize upon the Collateral, or (iii) a material adverse change in the value of the Collateral or the amount which Lender would be likely to receive in the liquidation of the Collateral. "Obligations" means all present and future Loans, advances, debts, liabilities, obligations, guaranties, covenants, duties and indebtedness at any time owing by Borrower or any of its subsidiaries or affiliates to Lender or its parent or any of its subsidiaries or affiliates, whether evidenced by this Agreement or any note or other instrument or document, whether arising from an extension of credit, loan, guaranty, indemnification or otherwise, whether direct or indirect (including, without limitation, those acquired by assignment and any participation by Lender in Borrower's indebtedness or obligations owing to others), absolute or contingent, due or to become due, including, without limitation, all interest, charges, expenses, fees, attorney's fees, expert witness fees, audit fees, loan fees, prepayment fees, and any other sums chargeable to Borrower under this Agreement or under any other present or future instrument or agreement between Borrower and Lender. "Person" means any individual, sole proprietorship, partnership, joint venture, trust, limited liability company, unincorporated organization, association, corporation, government, or any agency or political division thereof, or any other entity. "Representations" means the written Representations and Warranties previously delivered by Borrower to Lender dated as of the date hereof. "SVB Loan Agreement" means the Loan and Security Agreement dated August 20, 2002 between Borrower and SVB, as amended by a First Loan Modification Agreement dated August 5, 2003, and by a Second Loan Modification Agreement dated November 4, 2003, and all modifications permitted hereunder, and all extensions and renewals thereof. "Warrant" means all warrants to purchase stock of the Borrower assigned to Lender by ORIX previously, now or in the future, and all extensions and renewals thereof and replacements therefor. Other Terms. All accounting terms used in this Agreement, unless otherwise indicated, shall have the meanings given to such terms in accordance with GAAP. All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided by the Code, to the extent such terms are defined therein. View More

Definitions. The definitions of certain of the capitalized terms used in this Lease are set forth in the Glossary of Defined Terms attached as Exhibit A.