Definitions

Definitions. As used in this First Supplement, the following terms have the following meanings: "Closing Date" means December 29, 2015, for purposes of this First Supplement. "LIBOR" means the one month London interbank rate reported on the tenth day of the month by the Wall Street Journal from time to time in its daily listing of money rates, defined therein as "the average of interbank offered rates for dollar deposits in the London market based on quotations at five major banks." If a one month LIBOR... rate is not reported on the tenth day of such month in the Wall Street Journal but is reported in a comparable publication, the LIBOR rate reported in such comparable publication shall apply, and if a one month LIBOR rate is not reported on the tenth day of such month in a comparable publication, the one month LIBOR rate reported in the Wall Street Journal on the first Business Day preceding the tenth day of such month will be used. If the foregoing index is no longer available, Revolving Term Lender will select a new index which is based on materially similar information. "Margin" initially means three and one-half percentage points (3.50%) (350 basis points) and will be effective until such time as the aggregate principal balance of all Loans and unfunded Commitment amounts under the Credit Agreement is (a) $20,000,000 or less, at which time the Margin will be reduced to three and one-quarter percentage points (3.25%), or (b) $15,000,000 or less, at which time the Margin will be further reduced to three percentage points (3.00%). Each reduction in the Margin will become effective upon Borrower's delivery to Agent of annual audited financial statements along with a written certification that the aggregate principal balance of the Loans and unfunded Commitments required for such reduction has been achieved. "Revolving Commitment Amount" means $10,000,000. "Revolving Credit Availability Period" means the period from the Closing Date until the Revolving Term Facility Maturity Date. "Revolving Loan" means a Loan made under the Revolving Term Facility. "Revolving Term Facility" means the revolving term facility established pursuant to this First Supplement. "Revolving Term Facility Maturity Date" means the earlier of (a) January 1, 2021 and (b) the date on which the Obligations have been declared or have automatically become due and payable, whether by acceleration or otherwise. "Revolving Term Note" means the Revolving Credit Note made by Borrower payable to the order of Revolving Term Lender, dated the date hereof, in the initial aggregate principal amount of $10,000,000. View More

Definitions. As used herein, the following capitalized terms shall have the following definitions: 66 "Affiliate" means, with respect to any Person, any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person. "Aggregate Material Adverse Effect" means (i) any new title and/or survey matters or conditions that are not Permitted Existing Title/Survey Matters pursuant to Section 8.2; (ii) any Sellers' Representations are... untrue (without regard to any qualification as to materiality or material adverse effect (or any correlative terms)) as of the Effective Date or as of the applicable Closing Date, as if made as of such date (except for representations and warranties which refer to facts, events or circumstances existing as of a specific date, which representations and warranties shall be true and correct only as of such specified date); (iii) any Taking pursuant to Section 14.1; and (iv) any Casualty pursuant to Section 14.2, which, individually or in the aggregate of all such matters under clauses (i) through (iv) has or could reasonably be expected to result in a decrease in the aggregate equity value of the Interests in an amount equal to or greater than One Hundred Million and 00/100 Dollars ($100,000,000.00). The Aggregate Material Adverse Effect shall be allocated among the Component of the Interests hereunder as follows, subject to the succeeding sentence: (i) with respect to Portfolio I Equity Interests, Nineteen Million Seven Hundred Fifty Seven Thousand Five Hundred Ninety Two and 14/100 Dollars ($19,757,592.14), (ii) with respect to Portfolio II Equity Interests, Forty Nine Million One Hundred Seventy Nine Thousand Two Hundred Thirteen and 76/100 Dollars ($49,179,213.76), (iii) with respect to Portfolio III Equity Interests, Twenty Four Million Eighty Six Thousand One Hundred Forty Two and 51/100 Dollars ($24,086,142.51), and (iv) with respect to Portfolio IV Equity Interests, Six Million Nine Hundred Seventy Seven Thousand Fifty One and 60/100 Dollars ($6,977,051.60) (each a "Allocated Portfolio MAE"). If the First Equity Interest Closing or any subsequent Closing has occurred and there has been no events that constitute a Material Adverse Effect for such Component of the Interests, then for any subsequent Closings, the Allocated Portfolio MAE shall be increased by an amount equal to (A) the Allocated Portfolio MAE for the Component of Interests that have closed minus (B) the decrease in the aggregate equity value of the Interests due to (i) any new title and/or survey matters or conditions that are not Permitted Existing Title/Survey Matters pursuant to Section 8.2; (ii) any Sellers' Representations are untrue (without regard to any qualification as to materiality or material adverse effect (or any correlative terms)) as of the Effective Date or as of the applicable Closing Date, as if made as of such date (except for representations and warranties which refer to facts, events or circumstances existing as of a specific date, which representations and warranties shall be true and correct only as of such specified date); (iii) any Taking pursuant to Section 14.1; and (iv) any Casualty pursuant to Section 14.2 that occurred after the Effective Date but that did not constitute a Material Adverse Effect (e.g., if after the First Equity Interest Closing the diminution of value with respect to the Portfolio II Equity Interests is $48,179,213.76 then the Allocated Portfolio MAE for the Component of the Interests for any subsequent closings will be increased by $1,000,000.00). For purposes of this Agreement, Sellers and Purchaser agree that in the event that there is a dispute as to whether the occurrence of any of the matters under clauses (i) through (iv) above has, individually or in the aggregate, a "Material Adverse Effect", then the parties hereto shall submit such dispute to arbitration pursuant to the terms and provisions of Exhibit DD attached hereto and made a part hereof, in which case no Closings shall occur, and no party hereto shall be entitled to terminate this Agreement, pending the final determination of the arbitration of such dispute. "Assumed Loan Documents" means each of the documents evidencing and securing the Assumed Loans, as set forth in more detail on Exhibit Z attached hereto and made a part hereof. "Assumed Loans" means (i) the Portfolio I Loans, (ii) the Portfolio II Loans, (iii) the Portfolio III Loans and (iv) the Portfolio IV Loans; each of the foregoing is referred to herein as an "Assumed Loan". View More

Definitions. As used in this Twenty-Second Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words "herein," "hereof" and "hereby" and other words of similar import used in this Twenty-Second Supplemental Indenture refer to this Twenty-Second Supplemental Indenture as a whole and not to any particular section hereof.

Definitions. Zimmer Biomet Holdings, Inc. hereby establishes the Zimmer Biomet Deferred Compensation Plan, effective as of January 1, 2016. The purpose of the Plan is to provide a select group of the Company's key management and highly compensated employees an opportunity, in accordance with the terms and conditions of the Plan, to defer the receipt of Compensation and have a portion of their Deferrals matched by the Company. By offering this Plan, the Company intends to build management loyalty and its... business; provide a tax deferral alternative; permit deferral of amounts beyond the limits of its qualified plans; and further enhance its benefit plans. Notwithstanding any provision in the Plan to the contrary, this Plan supersedes all Prior Plans with respect to deferrals and Company contributions made with respect to compensation earned on or after January 1, 2016, and it is intended to comply with the requirements of Code section 409A. View More

Definitions. All capitalized terms used in this Amendment without definition are defined as set forth in the Warrant.

Definitions. The following definitions apply in this deed: "Building" means 8 Finsbury Circus, London EC2 and 11, 12, 13 and 14, South Place, London EC2, more particularly defined as the "Building" in the Leases; "End Date" means in respect of each of the Leases (separately), the earliest to occur of the date on which: (a) the contractual term of the relevant Lease expires (excluding for these purposes any extension of the terms originally granted by the relevant Lease); 1 (b) the Tenant assigns the... Premises demised by the relevant Lease; and (c) the relevant Lease is surrendered or otherwise determined; "Group" means a group of companies within the meaning of Section 42 of the Landlord and Tenant Act 1954; "Landlord" means the first party to this deed and its successors in title and persons entitled to the reversion immediately expectant on the termination of the Leases; "Leases" means (together) the two leases of premises each dated the same date as this deed and made between (1) Mitsubishi Estate London Limited, (2) CRA International (UK) Limited and (3) CRA International, Inc. in respect of the following: (a) the offices at unit 2, part ground floor of the Building; (b) the offices on the fourth floor of the Building; and any document supplemental to such Leases whether entered into before or after the date of this deed and including this deed and the expression "Lease" means any one of them (as the case may be); "Premises" means the Premises as demised by and more particularly described in each of the Leases and a reference to any one or any number of them shall be construed accordingly; "Tenant" means the second party to this deed (but such expression does not include its successors in title). View More

Definitions. 1.1 "Advertising Channels" means all media, now known or hereinafter devised, including but not limited to, television, radio, print, outdoor, b-roll video, Internet, interaction with the press and media, stores and meeting rooms, WW's websites, third party websites, and public and investor relations, social media platforms (including Facebook, Twitter, Instagram, YouTube, Pinterest, and similar media now known or hereinafter developed), in flight, direct to consumer, jumbotrons, sales films,... internal, corporate and industrial uses, meetings or events sponsored and/or attended by WW, electronic, digital, mobile, including personal handheld devices (e.g., tablets, iPads and similar devices), and consumer and trade print. 1.2 "Losses" means losses, claims, causes of action, demands, damages, obligations, penalties, fines, suits, assessments, judgments, liabilities, costs or expenses whatsoever (including reasonable attorneys' fees, including any incurred in enforcement of any provision of this Agreement). 1.3 "Marks" means, as used in each instance, either the WW Marks or the Oprah Marks. 1.4 "Materials" means all tangible materials disseminated by or through any one or more of the Advertising Channels, including, without limitation, programs, program materials, press materials, printed materials, press kits, news releases, filmed or recorded interviews, books, recipes, newsletters/columns, web site content, software applications, b-roll footage, scripts, story boards, advertising, promotional materials, commercials, videos, photographs, catalogs, packages, point of sale displays, posters, sound recordings, voice-overs, artwork, coloration, packaging, designs, graphics, labels, boxes, bags, tags, wrappers, cartons, containers, wrapping, and any and all other visual and oral content, created hereunder. 1.5 "OW Image" means OW's name (in whole or in part), image, photograph, likeness, statement, persona, voice, signature, endorsement, and biography. 1.6 "Oprah Marks" shall have the meaning set forth in the preamble. 1.7 "Permitted Uses" means the right to use, publish, transmit, license, disseminate, distribute and otherwise exploit the WW Marks, the Oprah Marks, and the OW Image, on or in connection with Materials disseminated in and through the Advertising Channels, in each case, on the terms, conditions and limitations set forth herein. 1.8 "Weight Management Products" means any business, program, products, services or endeavor related to diet, weight loss or weight management activities. 2 1.9 "Weight Watchers Programs" means the Weight Management Products and other similar or related programs, products, services and regimes designed, defined, marketed or adopted by WW, as may be developed, modified, and amended by WW, in its sole discretion, from time to time. 1.10 "WW Marks" shall have the meaning set forth in the preamble. View More

Definitions. For purposes of this Award: a. "Disability" shall be determined according to the definition of "disability," in effect at the time of determination, in The Dixie Group, Inc. 401k Plan. b. "Affiliated Company" includes The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate employment by you with such company and (2)... such company agrees to your subsequent employment. c. "Retirement" means the voluntary termination of your employment by you on or after reaching age 65. d. "Change in Control" shall be deemed to have occurred under any of the circumstances described below:If any "person," except for:the Company or any subsidiary of the Company; a trustee or the other entity holding securities under any employee benefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. View More

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Note Purchase Agreement and the Supplements. In addition, the following capitalized terms used herein shall have the following meanings (or shall have the meanings ascribed to them in the Sections of this Agreement referenced below): "Agreement" means this Waiver and Amendment to Master Note Purchase Agreement, Notes and Supplements. "Amendments and Waivers" has the meaning... ascribed to such term in Section 4. "Bank Account" means one or more accounts in the name of the Company maintained at a bank that, based upon the Company's reasonable knowledge, does not hold any Notes, Holdco Bonds or Indebtedness owing under the Credit Agreement. "Company" has the meaning ascribed to such term in the introductory sentence hereof. "Credit Agreement" means the Credit Agreement, dated as of October 6, 2011, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain other banks in their respective capacities as agent, bookrunner and/or arranger, and lender, and, except as otherwise specifically provided herein, as amended from time to time. "Credit Agreement Limited Waiver Agreement" means the Limited Waiver Agreement dated March 1, 2016 in respect of the Credit Agreement, as in effect on the date hereof. "Effective Date" has the meaning ascribed to such term in Section 4. "Fee Agreement" means the fee agreement letter, dated as of October 1, 2015, by and among Morgan, Lewis & Bockius LLP, the Parent and the Company. "Fee Agreement Supplement" means the letter, dated as of January 13, 2016, by and among Morgan, Lewis & Bockius LLP, the Parent and the Company, supplementing the Fee Agreement. "First Supplement" has the meaning ascribed to such term in Section 1. 5 "FTI Fee Agreement" means the fee agreement letter, dated as of December 23, 2015, by and among FTI Consulting, Inc., Morgan, Lewis & Bockius LLP, the Parent and the Company. "Holdco Bond Indentures" has the meaning ascribed to such term in Section 2.1(b)(ii)(H). "Holdco Bonds" means, collectively, the Parent's (i) 5.750% Senior Notes due 2018 and (ii) 6.125% Senior Notes due 2024. "Master Note Purchase Agreement" has the meaning ascribed to such term in Section 1. "Material Lien" has the meaning ascribed to such term in Section 5.1(c). "Noteholders" has the meaning ascribed to such term in Section 1. "Notes" means, collectively, the Company's 5.92% Senior Notes, Series 2008-B, due March 1, 2018, 7.31% Senior Notes, Series 2009-A, due March 1, 2016, 7.77% Senior Notes, Series 2009-B, due March 1, 2019, 4.98% Senior Notes, Series 2010-A, due January 27, 2017, 5.50% Senior Notes, Series 2010-B, due January 28, 2020, 5.60% Senior Notes, Series 2010-C, due January 28, 2022, 5.85% Senior Notes, Series 2010-D, due January 28, 2025, 4.51% Senior Notes, 2010 Series E, due October 12, 2020, 4.66% Senior Notes, 2010 Series F, due October 12, 2022 and 4.91% Senior Notes, 2010 Series G, due October 13, 2025. "Overdue Interest" has the meaning ascribed to such term in Section 2.1. "Overdue Principal" has the meaning ascribed to such term in Section 2.1. "Parent Guarantors" means Ultra Petroleum Corp. a Yukon Territory of Canada corporation, and UP Energy Corporation, a Nevada corporation. "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates. "Second Supplement" has the meaning ascribed to such term in Section 1. "Supplements" has the meaning ascribed to such term in Section 1. "Termination Date" has the meaning ascribed to such term in Section 2.1. "Third Supplement" has the meaning ascribed to such term in Section 1. "Ultra Entity" means each of the Parent, the Company, any subsidiary of the Parent (including the Company and its Subsidiaries) and any Affiliate of any of the foregoing. "Ultra Resources Financing Agreements" means this Agreement, the Master Note Purchase Agreement, the Supplements, the Notes and the Parent Guaranty. 6 4.CONDITIONS TO EFFECTIVENESS OF AMENDMENTS AND WAIVERS. The provisions of Section 2.1 and Section 2.2 (the "Amendments and Waivers") shall become effective as of the date of satisfaction of all of the following conditions (the "Effective Date") so long as such date shall occur on or before March 1, 2016: (a) the Company and the Noteholders shall have executed and delivered this Agreement; (b) the Credit Agreement Limited Waiver Agreement shall be in form and substance satisfactory to the Noteholders, which satisfaction shall be evidenced by the release of their signature pages hereto, and shall have been executed and delivered by the parties thereto, and the forbearance provided for thereby shall have become effective; and (c) the Company shall have paid all reasonable and documented fees, costs and expenses incurred by the Noteholders in connection with this Agreement and any transactions contemplated hereby, including any and all outstanding professional fees and expenses of FTI and Morgan Lewis, as set forth in statements delivered to the Company at least one day prior to the Effective Date. 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Definitions. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings: Agreement: this Agreement. Guaranteed Obligations: all liabilities and obligations (i) of Borrower to Agent and Lenders with respect to the Obligations evidenced by the Loan Documents, (ii) of Guarantor to Agent and Lenders with respect to the Obligations evidenced by the Loan Documents, in each case, however and whenever incurred or evidenced,... whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted or acquired, and all modifications, extensions and renewals thereof, fees and expenses incurred by Agent or Lenders (including any fees or expenses that accrue after the commencement of an insolvency proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such insolvency proceeding), or otherwise, and any and all expenses (including reasonable counsel fees and expenses) incurred by Agent and Lenders, in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, Guaranteed Obligations shall include all amounts that constitute part of the Guaranteed Obligations and would be owed by Borrower to Agent and Lenders but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other insolvency proceeding or similar proceeding involving Borrower or Guarantor. View More