Definitions

Definitions. Section 1.01 of the Credit Agreement shall be amended by amending the following definitions (to the extent already included in said Section 1.01) and adding the following definitions in the appropriate alphabetical location (to the extent not already included in said Section 1.01): "Amendment No. 1 Effective Date" means the date upon which the conditions precedent set forth in Section 4 of Amendment No. 1 hereto shall have been satisfied or waived. "Incremental Loan Commitment" means,... with respect to each Lender, the amount of the offer of such Lender to make Incremental Loans of any Series that is accepted by the Company in accordance with the provisions of Section 2.01(c), as such amount may be (a) reduced from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The aggregate amount of the Incremental Loan Commitments of all Series shall not exceed $500,000,000 (excluding Incremental Loan Commitments made Amendment No.1 under the Series A Incremental Loan Agreement and the Series B Incremental Loan Agreement in an aggregate amount up to but not exceeding $187,500,000). View More

Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings: (a) "Expiration Date" shall mean the earliest to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Section 7 thereof, (ii) such date and time as the Merger shall become effective in accordance with... the terms and provisions of the Merger Agreement, (iii) such date and time as the Merger Agreement shall have been validly amended to provide for a decrease in the Merger Consideration and (iv) such date and time as (x) the Company Board Recommendation or the Parent Board Recommendation shall have been withdrawn, modified, qualified or amended, in each case in accordance with the provisions of Section 5.3 or Section 5.4, as applicable, of the Merger Agreement, or (y) Parent or the Company, as the case may be, shall have recommended a Parent Acquisition Proposal or Company Acquisition Proposal, as applicable, with respect to such party, in each case in accordance with the provisions of Section 5.3 or Section 5.4, as applicable, of the Merger Agreement. 1 (b) "Person" shall mean any individual, corporation, limited liability company, general or limited partnership, trust, unincorporated association or other entity of any kind or nature, or any governmental authority. (c) "Shares" shall mean (i) all equity securities of the Company (including all Company Shares and shares of Company Preferred Stock, all Company Stock Options, all Company RSUs, all Company PSUs and all other rights to acquire Company Shares) owned by the Shareholder as of the date hereof, and (ii) all additional equity securities of the Company (including all Company Shares and shares of Company Preferred Stock, all Company Stock Options, all Company RSUs, all Company PSUs and all other rights to acquire Company Shares) of which the Shareholder acquires ownership during the period from the date of this Agreement through the Expiration Date (including by way of stock dividend or distribution, split-up, recapitalization, combination, exchange of shares and the like). (d) "Transfer" A Person shall be deemed to have effected a "Transfer" of a Share if such Person directly or indirectly (i) sells, pledges, encumbers, assigns, grants an option with respect to, transfers, tenders or disposes of such Share or any interest in such Share, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer, tender of or disposition of such Share or any interest therein. View More

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor: Any subsidiary of Parent that executes a Guarantee under the Indenture after the date of this Agreement. Additional Interest: See Section 4(a) hereof. Advice: See the last paragraph of Section 5 hereof. Agreement: See the introductory paragraphs hereto. Applicable Period: See Section 2(b) hereof. Business Day: Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act.... Company: See the introductory paragraphs hereto. Effectiveness Deadline: See Section 4(a) hereof. Effectiveness Period: See Section 3(b) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Exchange Notes: See Section 2(a) hereof. Exchange Offer: See Section 2(a) hereof. Exchange Offer Registration Statement: See Section 2(a) hereof. FINRA: See Section 5(r) hereof. Guarantees: The guarantees of the Notes and the guarantees of the Exchange Notes by the Guarantors under the Indenture. Guarantor: The Initial Guarantors, any Additional Guarantors and any Guarantor's successor that Guarantees the Notes. Any Guarantor released from its obligations pursuant to Section 11.05 of the Indenture shall simultaneously be released from obligations hereunder, and shall not thereafter be a Guarantor under this Agreement. Holder: Any holder of a Registrable Security or Registrable Securities. Indenture: See the introductory paragraphs hereto. Information: See Section 5(n) hereof. Initial Guarantors: See the introductory paragraphs and Schedule A hereto. Initial Purchasers: See the introductory paragraphs and Schedule B hereto. Initial Shelf Registration: See Section 3(a) hereof. Inspectors: See Section 5(n) hereof. Issue Date: December 21, 2010, the date of original issuance of the Notes. Notes: See the introductory paragraphs hereto. Parent: Shall mean Swift Transportation Company, a Delaware corporation. Participant: See Section 7(a) hereof. Participating Broker-Dealer: See Section 2(b) hereof. Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity. 2 Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rules 430A or 430C under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement: See the introductory paragraphs hereof. Records: See Section 5(n) hereof. Registrable Securities: Each Note upon its original issuance and at all times subsequent thereto and each Exchange Note as to which Section 2(c)(ii) hereof is applicable upon original issuance and at all times subsequent thereto and, in each case, any related guarantees, until, in each case, the earliest to occur of (i) a Registration Statement covering such Note or Exchange Note (and any related guarantees) has been declared effective by the SEC and such Note or Exchange Note (and any related guarantees), as the case may be, has been sold and disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note or Exchange Note (and any related guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note is eligible to be sold pursuant to Rule 144 by a Person that is not an "affiliate" (as defined in Rule 405) of the Company or any of the Guarantors. Registration Default: See Section 4(a) hereof. Registration Statement: Any registration statement of the Company and the Guarantors that covers any of the Notes or the Exchange Notes (and any related guarantees) filed with the SEC under the Securities Act, including, in each case, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. Rule 144: Rule 144 under the Securities Act. Rule 144A: Rule 144A under the Securities Act. Rule 405: Rule 405 under the Securities Act. Rule 415: Rule 415 under the Securities Act. Rule 424: Rule 424 under the Securities Act. SEC: The U.S. Securities and Exchange Commission. Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 3 Shelf Notice: See Section 2(c) hereof. Shelf Registration: See Section 3(b) hereof. Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration. Shelf Suspension Period: See Section 3(a) hereof. Subsequent Shelf Registration: See Section 3(b) hereof. TIA: The Trust Indenture Act of 1939, as amended. Trustee: The trustee under the Indenture and the trustee under any indenture (if different) governing the Exchange Notes (and any related guarantees). Underwritten registration or underwritten offering: A registration in which securities of the Company and the Guarantors are sold to an underwriter for reoffering to the public. Except as otherwise specifically provided, all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, "Regulatory Requirements") shall be deemed to refer also to any amendments thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A. View More

Definitions. 2.2 "Active Participant" means an Eligible Employee who enrolls in the Plan in accordance with the provisions of Section 7.1 herein and who is currently making payroll deductions for the purchase of Stock. 2.3 "Board" means the Board of Directors of the Company. 2.4 "Closing Price" on a particular date means the closing price of a share of Stock on the New York Stock Exchange composite tape on such date, or if no such prices are reported on that date, on the preceding day on which such prices... of the Stock are so reported. 2.5 "Code" means the Internal Revenue Code of 1986, as amended. 2.6 "Company" means Kinder Morgan, Inc., a Delaware corporation, and its successors. 2.7 "Date of Purchase" means, for purposes of the Direct Purchase Plan, the last trading day of the Purchase Period, on which date Stock for such Purchase Period shall be purchased. 2.8 "Direct Purchase Plan" means the sub-plan of this Plan as described in Section 8. 2.9 "Eligible Employee" means any Employee, provided, however, that the following shall not be an "Eligible Employee" for purposes of this Plan: (a) an individual whose customary employment is for less than thirty (30) hours per week; (b) any individual who is subject to a collective bargaining agreement unless such agreement specifically provides for participation in this Plan; (c) an individual whom the Company excludes from participation in the Plan for purposes of applicable securities laws; and (d) an individual included in a group of employees specifically identified by the Board and excluded from participation in the Plan. 2.10 "Employee" means an individual regularly employed by the Company or one of its Subsidiaries designated from time to time by the Board, provided, however, that any individual who is not on the Employer's payroll or who is not classified by the Employer as an employee, even if such individual is retroactively or prospectively classified as a common law employee by any state or federal governmental agency or court, shall not be an "Employee" for purposes of this Plan. 2.11 "Employer" means the Company and its Subsidiaries designated from time to time by the Board, as the employer of an Employee. 2.12 "Enrollment Form" means a statement signed by an Eligible Employee on a form provided by the Plan Administrator, or an election made through applicable electronic procedures, indicating the Eligible Employee elects to become a Participant and authorizing a payroll deduction for the purchase of Stock pursuant to the Plan. 2.13 "ESPP Committee" means the committee appointed by the Board to interpret and oversee the administration of this Plan. 2.14 "Inactive Participant" means an Eligible Employee who has purchased Stock pursuant to the Plan and who has an Account to which shares of Stock are credited, but who is not currently making payroll deductions for the purchase of Stock under the Plan (other than an individual on a long-term leave of absence who has made arrangements to continue payment of contributions as described in Section 10). 2.16 "IPO" means the initial underwritten public offering of Stock for cash pursuant to a registration statement filed under the Securities Act of 1933, as amended. 2.17 "Market Purchase Plan" means the sub-plan of this Plan as described in Section 9. 2.18 "Participant" means an Active Participant or an Inactive Participant. 2.19 "Plan" means this Kinder Morgan, Inc. Employees Stock Purchase Plan, as it may be amended from time to time. 2.20 Plan Administrator" means the Plan Administrator appointed by the ESPP Committee to administer this Plan. 2.21 "Plan Supervisor" means the person(s) designated pursuant to Section 3 herein to assist Employees and/or Participants in Plan matters. 2.22 "Purchase Period" means the period set forth in Section 5. 2.23 "Purchase Price" means, for purposes of the Direct Purchase Plan, the price at which Stock shall be purchased, as set forth in Section 8.3. 2.25 "Subsidiary" means an entity in which the Company has a direct or indirect ownership interest. View More

Definitions. (b) As used herein, "Obligations" means the collective reference to the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations... and liabilities of the Company to the Administrative Agent or to any Lender (or, in the case of Specified Hedge Agreements, any affiliate of any Lender), including, without limitation, the Company Guarantee, 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 Credit Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Company pursuant hereto) or otherwise. View More

Definitions. As used in this Certificate, the following terms shall have the meanings defined in this Section . Any capitalized term not otherwise defined herein shall have the meaning set forth in the Restated Certificate of Incorporation, unless the context otherwise requires:

Definitions. Words and expressions used in this Agreement shall have the meanings set out in Schedule 1, unless the context requires otherwise.

Definitions. 1.1 This Agreement sets out the terms and conditions upon and subject to which the Bank agrees to make available to the Borrower for the purpose of funding part of the acquisition of the "Process and Construction" businesses from Norwegian-owned engineering company, Aker Solutions ASA a term loan facility of £61,000,000 in terms of which the Bank will make Loans to the Borrower in Sterling. 1.2 In this Agreement unless the context otherwise requires: Bank means Royal Bank of Scotland Finance... (Ireland) and its successors and assigns; Bank Office means office of the Bank at Third Floor, Ulster Bank Group Centre, George's Quay, Dublin 2 or such other office/address as the Bank may notify to the Borrower from time to time; Borrower means Jacobs Engineering U.K. Limited, Company Number 02594504; Breakage Costs means any loss, cost or expense incurred by the Bank (excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by the Bank to maintain the relevant Loan or from fees payable to terminate the deposits from which such funds were obtained) as a result of (i) any continuation, payment or prepayment of the Loan on a day other than the maturity day of the Loan therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (ii) any failure by the Borrower (for a reason other than the failure of the Bank to make the Loan when all conditions to making such Loan have been met by the Borrower in accordance with the terms hereof) to prepay, borrow, or continue the Loan on a date or in the amount notified by the Borrower. The certificate of the Bank as to its costs of funds, losses and expenses incurred shall be conclusive absent manifest error; Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Dublin; Commitment Period means the period commencing on the last date on which this Agreement is signed and ending 6 weeks thereafter or such other date as may be agreed by the Bank pursuant to Clause 2; Page 1 Compliance Certificate means the certificate substantially in the form of Exhibit D to the Incorporated Agreement (notwithstanding any amendment, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement); "Default" means an Event of Default or any event or circumstance specified in Clause 11 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) be an Event of Default. Event of Default means any of the events described in Clause 11; Facility means the term loan facility provided pursuant to this Agreement; Facility Amount means £61,000,000 or such lesser amount as may result from the cancellation of any portion of the Facility pursuant to Clause 2; Guarantee means a guarantee in the form of Guarantee attached as Schedule 2 hereto; Guarantee Event of Default means any party to this Agreement or the Guarantee failing to comply with any covenant or agreement in the Guarantee within any applicable grace periods, including any covenant or agreement incorporated by reference therein pursuant to Section 11 thereof (and, in that regard, all covenants or agreements in the Guaranty incorporated by reference to the Incorporated Agreement as to which there exists an applicable grace or cure period in the Incorporated Agreement (notwithstanding any amendment, waiver, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement) shall be deemed to include a corresponding grace or cure period, and it being understood and agreed that any notice requirement set forth in the Incorporated Agreement shall be met by the Bank giving the applicable notice to the Borrower hereunder); Guarantor means Jacobs and each person executing and delivering the Guarantee; Incorporated Agreement means the Credit Agreement dated as of December 15, 2005 by and among Jacobs and certain of its subsidiaries as borrowers, Bank of America, NA, as the Administrative Agent, U.S. Swing Line Lender and L/C Issuer, The Bank of Nova Scotia, as the Canadian Facility Agent and Canadian Swing Line Lender, BNP Paribas and Wachovia Bank as co-syndication agents, and lender from time to time party thereto; Jacobs means Jacobs Engineering Group Inc, a Delaware corporation; JEG Facility Agreement means the facility agreement between the Bank and JEG Acquisition Company Limited dated 28 January 2010 as amended from time to time; Leverage Ratio has the same meaning as Consolidated Leverage Ratio as defined in the Incorporated Agreement (notwithstanding any amendment, variation, restatement, rescission or termination of the Incorporated Agreement after the date of the JEG Facility Agreement); Page 2 LIBOR means (a) the percentage rate per annum of the offered quotations in Sterling and applicable for the relevant duration of the Loan which appears on the page of the Reuter Money Rates Service Screen which displays an average British Bankers Association Interest Settlement Rate (being currently "LIBOR01" and subsequent pages) (or such other page or service as may replace such page(s)) for the purpose of displaying an average British Bankers Association Interest Settlement Rate for such currency as the Bank shall select) as at 11.00 a.m. on the first day of such period of the Loan; or (b) if in any case no such display rate is then available, the rate determined by the Bank at which it is offered deposits in Sterling and for the Interest Period by prime banks in the London interbank market at or about 11.00 a.m. on the first day of such period of the Loan; Loan means any utilisation pursuant to Clause 3 provided that any combination of such utilisations that have interest periods that end on the same day shall be considered to be a single "Loan"; Mandatory Costs has the meaning set forth in Schedule 1 hereto; Margin has the meaning as set out in Clause 4.2; Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, or condition (financial or otherwise) of the Borrower or Jacobs or Jacobs and its subsidiaries taken as a whole; (b) a material impairment of the ability of the parties to this Agreement, taken as a whole, to perform their obligations under Guarantee of this Agreement; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any party to this Agreement or Guarantee to which it is a party; Maturity Date means 1 May 2012. Sterling and the sign £ mean the lawful currency of the United Kingdom; Subsidiary shall have the meaning ascribed to it in Section 736 of the Companies Act 1985, an Act of Parliament of the United Kingdom; Unpaid Sum means any sum due and payable but unpaid by a Borrower under this Agreement. 1.3 Unless a contrary indication appears, a reference in this Agreement to: (a) a document in "agreed form" is a document which is previously agreed in writing by or on behalf of the Borrower and the Bank or, if not so agreed, is in the form specified by the Bank; (b) "assets" includes present and future properties, revenues and rights of every description; (c) "guarantee" means (other than in Clause 12 (Guarantee matters)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any Page 3 person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness; (d) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (e) a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) of two or more of the foregoing; (f) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; (g) a provision of law is a reference to that provision as amended or re-enacted; and (h) a time of day is a reference to London time. 1.4 Section, Clause and Schedule headings are for ease of reference only and shall be ignored in construing this Agreement. 1.5 A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remedied or waived. 1.6 Unless the context otherwise requires, words denoting the singular number only shall include the plural and vice versa. 1.7 A reference in this Agreement to an "amendment" shall include a reference to an amendment, variation, waiver, supplement, restatement, rescission, termination or any other modification. 1.8 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of any term of this Agreement. 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Definitions. References in the ESBAs (as amended hereby) to the term "Corporation" shall include Interpublic and the corporations and the other entities that are required to be combined with Interpublic as a single employer under Section 414(b) or (c) of the Code (each such entity being a "subsidiary"). "Termination of Employment" means Executive's "separation from service" (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with the Corporation, as determined by Interpublic. For purposes of the... ESBAs: (i) If Executive is on a leave of absence and does not have a statutory or contractual right to reemployment, he shall be deemed to have had a Termination of Employment on the first date that is more than six months after the commencement of such leave of absence. However, if the leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of six (6) months or more, and such impairment causes Executive to be unable to perform the duties of his position of employment or any substantially similar position of employment, the preceding sentence shall be deemed to refer to a twenty-nine (29) month period rather than to a six (6) month period; and (ii) a sale of assets by Interpublic or a Subsidiary to an unrelated buyer that results in Executive working for the buyer or one of it affiliates shall not, by itself, constitute a Termination of Employment unless Interpublic, with the buyer's written consent, so provides in writing 60 or fewer days before the closing of such sale. View More

Definitions. A new Section 7.04 shall be added to the Agreement, to provide in its entirety as follows: '7.04 Special Payment Rules.'(i) 'Specified Employee' Rule. This Section 7.04(i) is intended to comply with the requirement under Section 409A(a)(2)(B)(i) of the Code to delay certain post-termination payments to Specified Employees for six (6) months after the Termination Date. In order to avoid an inadvertent violation of such requirement, the restrictions set forth in this Section 7.04(i) may be... more restrictive than is required under Section 409A(a)(2)(B)(i) of the Code. However, this Section 7.04(i) shall not be construed to allow payment of any amount at any time that would cause a violation of Section 409A(a)(2)(B)(i) of the Code. '(a) If (x) Interpublic determines that Executive is a Specified Employee as of the Termination Date, and (y) the sum of Executive's Restricted Severance Payments that are scheduled to be made before the first day of the seventh month following the Termination Date exceeds Executive's Severance Exclusion Amount, then:'(1) each payment that Section 7.01(i) hereof requires to be made on or before March 15th of the first calendar year that begins after the Termination Date shall be made at the time prescribed by Section 7.01(i) hereof. Interpublic shall determine whether a payment is required to be made on or before March 15th of the first calendar year that begins after the Termination Date based on the facts known as of the date Executive first acquired the right (including a contingent right) to become eligible to receive such payment;'(2) each payment required by Section 7.01(i) and (iii) hereof, other than the payments described by subparagraph (1), above, shall be made at the time prescribed by Section 7.01 hereof until the sum of (x) such payments, and (y) all Other Severance Payments equals Executive's Severance Exclusion Amount; and''(3) to the extent that any payment required by Section 7.01(i) or (iii) hereof, other than a payment described by subparagraph (1), above, cannot be made by reason of subparagraph (2), above, such payment shall be made on the later of:'(A) Interpublic's first semi-monthly pay date for the seventh month after the Termination Date (or, if earlier, a date determined by Interpublic that occurs within the ninety (90) day period immediately following the date of Executive's death); or''(B) the date on which such payment would otherwise be due in accordance with Sections 7.01(i) or (iii) hereof.'(b) Interest shall not be added to any payment that is delayed by reason of the application of this Section 7.04(i).'(ii) Change of Control Rule. If Interpublic terminates Executive's employment for any reason other than Cause within two years after a 'Change of Control' (as defined in ESP), any amount payable under Section 7.01(i) shall be paid in a lump sum. Except as required by Section 7.04(i), such lump-sum payment shall be made within thirty (30) days after the Termination Date. View More