$100,000,000 Uses in Certain Definitions Clause

Certain Definitions from Revolving Credit Facility Credit Agreement

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of November 30, 2016 and is made by and among THE FINISH LINE, INC., an Indiana corporation, THE FINISH LINE USA, INC., an Indiana corporation, THE FINISH LINE DISTRIBUTION, INC., an Indiana corporation, FINISH LINE TRANSPORTATION CO., INC., an Indiana corporation and SPIKE'S HOLDING, LLC, an Indiana limited liability company (each a "Borrower" and collectively, the "Borrowers"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent, lead arranger and sole book runner for the Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative 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:Acquisition shall mean any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any of the Loan Parties (i) acquires any going business concerns or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding equity interests of another Person.Adjusted Debt shall mean the Indebtedness of the Loan Parties plus an amount equal to six (6) times the Rentals, minus cash on hand, minus Cash Equivalents and minus up to $100,000,000 of Liquid Portfolio Investments. Administrative Agent shall mean PNC Bank, National Association, and its successors and assigns, in its capacity as administrative agent hereunder.Administrative Agent's Fee shall have the meaning specified in Section 10.9 [Administrative Agent's Fee].Administrative Agent's Letter shall have the meaning specified in Section 10.9 [Administrative Agent's Fee].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 5% or more of any class of the voting or other equity interests of such Person, or (iii) 5% 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.Anti-Terrorism Laws shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, and any regulation, order, or directive promulgated, issue or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time. Applicable Facility 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 "Facility Fee."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 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 Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of September 9, 2016, among DDR CORP., an Ohio corporation (the Company), SCOTIA CAPITAL (USA) INC., a registered broker-dealer organized under the laws of New York (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, SCUSA and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, the Forward Seller), and THE BANK OF NOVA SCOTIA (as counterparty under any Forward Contract, the Forward Purchaser).

Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings: Actual Sold Forward Amount means, for any Forward Hedge Selling Period for any Forward, the number of Forward Hedge Shares that the Forward Seller has sold during such Forward Hedge Selling Period. Actual Sold Issuance Amount means, for any Issuance Selling Period for any Issuance, the number of Issuance Shares that SCUSA has sold during such Issuance Selling Period. Affiliate of a 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- mentioned Person. The term control (including the terms controlling, controlled by and under common control with) means 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. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Alternative Sales Agency Agreements has the meaning set forth in the recitals to this Agreement. Alternative Sales Agents has the meaning set forth in the recitals to this Agreement. Anti-Money Laundering Laws has the meaning set forth in Section 3.31. Applicable Time means the time of sale of any Shares pursuant to this Agreement. Closing has the meaning set forth in Section 2.02. Closing Date means the date on which the Closing occurs. Code has the meaning set forth in Section 3.15. Code of Regulations has the meaning set forth in Section 3.13. Comfort Letter Trigger Event has the meaning set forth in Section 4.08. Commission means the United States Securities and Exchange Commission. Commitment Period means the period commencing on the Closing Date and expiring on the earliest to occur of (x) the date on which SCUSA, the Forward Seller and the Alternative Sales Agents, in the aggregate, shall have sold the Maximum Program Amount pursuant to the Sales Agency Agreements, (y) the date this Agreement is terminated pursuant to Article VII and (z) the third anniversary of the Closing Date. Common Shares shall mean the Companys common shares, $0.10 par value per share. Company has the meaning set forth in the introductory paragraph of this Agreement. Controlling Persons has the meaning set forth in Section 6.01. Defects has the meaning set forth in Section 3.20. Effective Date means the date and time as of which the Original Registration Statement and each amendment thereto (including amendments filed for the purpose of complying with Section 10(a)(3) of the Securities Act) became or become effective, including each deemed effective date with respect to SCUSA pursuant to Rule 430B(f)(2) under the Securities Act. EDGAR has the meaning set forth in Section 4.05. Entity has the meaning set forth in Section 3.32. Environmental Laws has the meaning set forth in Section 3.23. Exchange Act means the Securities Exchange Act of 1934, as amended. FINRA has the meaning set forth in Section 5.01(f). Floor Price means the minimum price set by the Company in the Transaction Notice below which SCUSA (in the case of an Issuance) or the Forward Seller (in the case of a Forward) shall not sell Issuance Shares or Forward Hedge Shares, as the case may be, during the applicable Selling Period, which may be adjusted by the Company at any time during the Selling Period and which in no event shall be less than $2.00 without the prior written consent of SCUSA, which may be withheld in SCUSAs sole discretion. Forward means each occasion on which the Company elects to exercise its right to deliver a Transaction Notice specifying that it relates to a Forward and requiring the Forward Seller to use its commercially reasonable efforts to sell, on behalf of the Company, the Forward Hedge Shares as specified in such Transaction Notice, subject to the terms and conditions of this Agreement. Forward Contract means, for each Forward, the contract evidencing such Forward between the Company and the Forward Purchaser, which shall be comprised of the Master Forward Confirmation and the Supplemental Confirmation (as defined in the Master Forward Confirmation) for such Forward. Forward Date means any Trading Day during the Commitment Period that a Transaction Notice specifying that it relates to a Forward is deemed delivered pursuant to Section 2.03(b) hereof. Forward Hedge Amount means the aggregate Sales Price of the Forward Hedge Shares to be sold by the Forward Seller with respect to any Forward as specified in the Transaction Notice for such Forward, which may not exceed $50,000,000 without the prior written consent of the Forward Seller, which consent may be withheld in the Forward Sellers sole discretion. Forward Hedge Price means, for any Forward Contract, the product of (x) an amount equal to one (1) minus the Forward Hedge Selling Commission Rate for such Forward Cont

Certain Definitions from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of September 9, 2016, between DDR CORP., an Ohio corporation (the Company), and KEYBANC CAPITAL MARKETS INC., a registered broker-dealer organized under the laws of Ohio (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, KBCM, in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, the Forward Seller, and in its capacity as counterparty under any Forward Contract, the Forward Purchaser).

Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings: Actual Sold Forward Amount means, for any Forward Hedge Selling Period for any Forward, the number of Forward Hedge Shares that the Forward Seller has sold during such Forward Hedge Selling Period. Actual Sold Issuance Amount means, for any Issuance Selling Period for any Issuance, the number of Issuance Shares that KBCM has sold during such Issuance Selling Period. Affiliate of a 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- mentioned Person. The term control (including the terms controlling, controlled by and under common control with) means 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. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Alternative Sales Agency Agreements has the meaning set forth in the recitals to this Agreement. Alternative Sales Agents has the meaning set forth in the recitals to this Agreement. Anti-Money Laundering Laws has the meaning set forth in Section 3.31. Applicable Time means the time of sale of any Shares pursuant to this Agreement. Closing has the meaning set forth in Section 2.02. Closing Date means the date on which the Closing occurs. Code has the meaning set forth in Section 3.15. Code of Regulations has the meaning set forth in Section 3.13. Comfort Letter Trigger Event has the meaning set forth in Section 4.08. Commission means the United States Securities and Exchange Commission. Commitment Period means the period commencing on the Closing Date and expiring on the earliest to occur of (x) the date on which KBCM, the Forward Seller and the Alternative Sales Agents, in the aggregate, shall have sold the Maximum Program Amount pursuant to the Sales Agency Agreements, (y) the date this Agreement is terminated pursuant to Article VII and (z) the third anniversary of the Closing Date. Common Shares shall mean the Companys common shares, $0.10 par value per share. Company has the meaning set forth in the introductory paragraph of this Agreement. Controlling Persons has the meaning set forth in Section 6.01. Defects has the meaning set forth in Section 3.20. Effective Date means the date and time as of which the Original Registration Statement and each amendment thereto (including amendments filed for the purpose of complying with Section 10(a)(3) of the Securities Act) became or become effective, including each deemed effective date with respect to KBCM pursuant to Rule 430B(f)(2) under the Securities Act. EDGAR has the meaning set forth in Section 4.05. Entity has the meaning set forth in Section 3.32. Environmental Laws has the meaning set forth in Section 3.23. Exchange Act means the Securities Exchange Act of 1934, as amended. FINRA has the meaning set forth in Section 5.01(f). Floor Price means the minimum price set by the Company in the Transaction Notice below which KBCM (in the case of an Issuance) or the Forward Seller (in the case of a Forward) shall not sell Issuance Shares or Forward Hedge Shares, as the case may be, during the applicable Selling Period, which may be adjusted by the Company at any time during the Selling Period and which in no event shall be less than $2.00 without the prior written consent of KBCM, which may be withheld in KBCMs sole discretion. Forward means each occasion on which the Company elects to exercise its right to deliver a Transaction Notice specifying that it relates to a Forward and requiring the Forward Seller to use its commercially reasonable efforts to sell, on behalf of the Company, the Forward Hedge Shares as specified in such Transaction Notice, subject to the terms and conditions of this Agreement. Forward Contract means, for each Forward, the contract evidencing such Forward between the Company and the Forward Purchaser, which shall be comprised of the Master Forward Confirmation and the Supplemental Confirmation (as defined in the Master Forward Confirmation) for such Forward. Forward Date means any Trading Day during the Commitment Period that a Transaction Notice specifying that it relates to a Forward is deemed delivered pursuant to Section 2.03(b) hereof. Forward Hedge Amount means the aggregate Sales Price of the Forward Hedge Shares to be sold by the Forward Seller with respect to any Forward as specified in the Transaction Notice for such Forward, which may not exceed $50,000,000 without the prior written consent of the Forward Seller, which consent may be withheld in the Forward Sellers sole discretion. Forward Hedge Price means, for any Forward Contract, the product of (x) an amount equal to one (1) minus the Forward Hedge Selling Commission Rate for such Forward Contract;

Certain Definitions from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of September 9, 2016, among DDR CORP., an Ohio corporation (the Company), BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of Delaware (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares hereunder, BNYMCM and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, the Forward Seller), and THE BANK OF NEW YORK MELLON (as counterparty under any Forward Contract, the Forward Purchaser).

Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings: Actual Sold Forward Amount means, for any Forward Hedge Selling Period for any Forward, the number of Forward Hedge Shares that the Forward Seller has sold during such Forward Hedge Selling Period. Actual Sold Issuance Amount means, for any Issuance Selling Period for any Issuance, the number of Issuance Shares that BNYMCM has sold during such Issuance Selling Period. Affiliate of a 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- mentioned Person. The term control (including the terms controlling, controlled by and under common control with) means 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. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Alternative Sales Agency Agreements has the meaning set forth in the recitals to this Agreement. Alternative Sales Agents has the meaning set forth in the recitals to this Agreement. Anti-Money Laundering Laws has the meaning set forth in Section 3.31. Applicable Time means the time of sale of any Shares pursuant to this Agreement. BNYMCM has the meaning set forth in the introductory paragraph of this Agreement. Closing has the meaning set forth in Section 2.02. Closing Date means the date on which the Closing occurs. Code has the meaning set forth in Section 3.15. Code of Regulations has the meaning set forth in Section 3.13. Comfort Letter Trigger Event has the meaning set forth in Section 4.08. Commission means the United States Securities and Exchange Commission. Commitment Period means the period commencing on the Closing Date and expiring on the earliest to occur of (x) the date on which BNYMCM, the Forward Seller and the Alternative Sales Agents, in the aggregate, shall have sold the Maximum Program Amount pursuant to the Sales Agency Agreements, (y) the date this Agreement is terminated pursuant to Article VII and (z) the third anniversary of the Closing Date. Common Shares shall mean the Companys common shares, $0.10 par value per share. Company has the meaning set forth in the introductory paragraph of this Agreement. Controlling Persons has the meaning set forth in Section 6.01. Defects has the meaning set forth in Section 3.20. Effective Date means the date and time as of which the Original Registration Statement and each amendment thereto (including amendments filed for the purpose of complying with Section 10(a)(3) of the Securities Act) became or become effective, including each deemed effective date with respect to BNYMCM pursuant to Rule 430B(f)(2) under the Securities Act. EDGAR has the meaning set forth in Section 4.05. Entity has the meaning set forth in Section 3.32. Environmental Laws has the meaning set forth in Section 3.23. Exchange Act means the Securities Exchange Act of 1934, as amended. FINRA has the meaning set forth in Section 5.01(f). Floor Price means the minimum price set by the Company in the Transaction Notice below which BNYMCM (in the case of an Issuance) or the Forward Seller (in the case of a Forward) shall not sell Issuance Shares or Forward Hedge Shares, as the case may be, during the applicable Selling Period, which may be adjusted by the Company at any time during the Selling Period and which in no event shall be less than $2.00 without the prior written consent of BNYMCM, which may be withheld in BNYMCMs sole discretion. Forward means each occasion on which the Company elects to exercise its right to deliver a Transaction Notice specifying that it relates to a Forward and requiring the Forward Seller to use its commercially reasonable efforts to sell, on behalf of the Company, the Forward Hedge Shares as specified in such Transaction Notice, subject to the terms and conditions of this Agreement. Forward Contract means, for each Forward, the contract evidencing such Forward between the Company and the Forward Purchaser, which shall be comprised of the Master Forward Confirmation and the Supplemental Confirmation (as defined in the Master Forward Confirmation) for such Forward. Forward Date means any Trading Day during the Commitment Period that a Transaction Notice specifying that it relates to a Forward is deemed delivered pursuant to Section 2.03(b) hereof. Forward Hedge Amount means the aggregate Sales Price of the Forward Hedge Shares to be sold by the Forward Seller with respect to any Forward as specified in the Transaction Notice for such Forward, which may not exceed $50,000,000 without the prior written consent of the Forward Seller, which consent may be withheld in the Forward Sellers sole discretion. Forward Hedge Price means, for any Forward Contract, the product of (x) an amoun

Certain Definitions from Purchase and Sale Agreement

This Purchase and Sale Agreement dated as of July 10, 2016 (this "Agreement") is entered into by and among The Southern Company, a Delaware corporation (the "Buyer") Southern Natural Gas Company, L.L.C., a Delaware limited liability company (the "Company"), and Kinder Morgan SNG Operator LLC, a Delaware limited liability company (the "KM Member"). Each of the Buyer, the Company and the KM Member are referred to herein individually as a "Party", and collectively as the "Parties".

Certain Definitions. As used in this Agreement:"Actual Casualty Loss" means, in respect of a referenced Casualty Event, an amount equal to the cost actually incurred for repairs or replacement of the assets directly affected by such Casualty Event, net of insurance proceeds actually recovered in connection with such Casualty Event. "Agreement" has the meaning set forth in the Preamble."Affiliate" means, as to any Person, any other Person which, directly or indirectly Controls, is Controlled by, or is under common Control with such Person. Following the Closing, neither KM Member nor the Buyer shall be deemed an Affiliate of the Company."Allocation Schedule" has the meaning set forth in Section 12.1(b)."Amended and Restated LLC Agreement" means that certain Fourth Amended and Restated Limited Liability Company Agreement of the Company, in a form mutually agreed by the Buyer and the KM Member."Ancillary Documents" means the Amended and Restated LLC Agreement, the O&M Agreement and all other documents and instruments executed in connection herewith."Applicable Capital Projects" means the capital projects identified on the Capital Project Budget as "Zone 3 Expansion". "Arbitration Notice" has the meaning set forth in Section 13.2(c)."Arbitrators" has the meaning set forth in Section 13.3(a)."Audited Financial Statements" means the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2013, December 31, 2014 and December 31, 2015 with the related consolidated statements of income, cash flows and member's equity for each of the three years then ended, audited by PricewaterhouseCoopers LLP."Base Purchase Price" has the meaning set forth in the Section 3.1."Business Day" means a day other than a Saturday, Sunday or day on which commercial banks in the United States or the State of Texas are authorized or required to be closed for business."Buyer" has the meaning set forth in the Preamble."Cap" has the meaning set forth in Section 11.4(a)."Capital Project Budget" means the capital project budget attached hereto as Exhibit B."Casualty Event" means an event of damage by fire or other casualty to the pipeline, facilities and other tangible property of the Company or its Subsidiaries after the Effective Time but prior to the Closing."Casualty Election Notice" has the meaning set forth in Section 7.7(c)."Casualty Termination Threshold" means $100,000,000."CERCLA" has the meaning specified in the definition of "Environmental Law.""CERCLIS" means the Comprehensive Environmental Response, Compensation and Liability Information System List."Claim" or "Claims" means any and all claims (including any cross-claim or counterclaim), Liens, causes of action, suits, charges, complaints, litigation, demands, arbitrations, proceedings (including any civil, criminal, administrative, investigative or appellate proceedings), hearings, inquiries, investigations, audits, disputes and other assertions of Liability, whenever or however arising."Closing" has the meaning set forth in Section 2.1."Closing Date" has the meaning set forth in Section 2.1."Closing Item Arbitrator" has the meaning set forth in Section 3.4(b)."Closing Long-Term Indebtedness" means the amount set forth in a letter from each of the Wilmington Trust Company, as trustee under the Indenture, and The Bank of New York Mellon, as series trustee for the 5.90% Notes due 2017, which together confirm the aggregate principal amount outstanding under the Indenture as of the date that is three Business Days prior to the Closing Date. "Closing Working Capital" has the meaning set forth in Section 3.3."Code" means the Internal Revenue Code of 1986, as amended."Company" has the meaning set forth in the Preamble."Company Debt" means, except for accounts and obligations owed by the Company to any of its Subsidiaries or owed by a Subsidiary of the Company to the Company and/or one or more of its Subsidiaries, (a) all indebtedness of the Company and its Subsidiaries for the repayment of borrowed money, whether or not represented by bonds, debentures, notes or similar instruments, all accrued and unpaid interest thereon and all premiums, prepayment penalties, fees and other amounts in respect thereof; (b) all obligations of the Company and its Subsidiaries as lessee or lessees under leases that have been recorded by the Company as capital leases in accordance with GAAP; (c) all obligations of the Company and its Subsidiaries issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and its Subsidiaries and all obligations of the Company and its Subsidiaries under any title retention agreement (excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business, but including the current liability portion of any indebtedness for borrowed money); (d) all obligations of the Company and its Subsidiaries for the reimbursement of any obligor on any letter of credit, banker's acceptance or s

Certain Definitions from Stock Subscription Agreement

This Stock Subscription Agreement, dated as of the Effective Date, between CDRF Topco, Inc., a Delaware corporation (the Company), and JVC Management LLC (the Jonas Investor). The meaning of each capitalized term not otherwise defined in the body of this Agreement may be found in Section 8.

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person; provided that a director, member of management or other employee of the Company or any Subsidiary shall not be deemed to be an Affiliate of any of the Investors. For these purposes, control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person by reason of ownership of voting securities, by contract or otherwise. Agreement means this Jonas Investor Stock Subscription Agreement, as amended from time to time in accordance with the terms hereof. Applicable Percentage has the meaning given in Section 6(b). Board means the Board of Directors of the Company. Common Stock means the common stock, par value U.S. $0.01 per share, of the Company and, if applicable, any securities which may be issued after the Effective Date in respect of, or in exchange for, the shares of Common Stock. Company means CDRF Topco, Inc., a Delaware corporation. Custodian has the meaning given in Section 6(c). Drag-Along Closing has the meaning given in Section 6(a). Drag-Along Notice has the meaning given in Section 6(a). Effective Date means the Closing Date (as defined in the Rollover Agreement). Investor means any of Clayton, Dubilier & Rice Fund IX, L.P.; CD&R Advisor Fund IX, L.P.; and CD&R Forest Holdings. L.P. Jonas Investor means the purchaser of the Shares whose name is set forth on the signature page of this Agreement. Exchange Act means the United States Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations thereunder that are in effect at the time, and any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor statute, and the rules and regulations thereunder. Permitted Transferee has the meaning given in Section 3(c). Person means any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity. Public Offering means the first day as of which (i) there has occurred an initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act with aggregate gross cash proceeds (without regard to any underwriting discount or commission) of at least $100,000,000 (whether to the Company, its stockholders, or both), or (ii) the Board has determined that shares of the Common Stock otherwise have become publicly-traded for this purpose. Rollover Agreement means the Exchange Agreement to which the Company and the Jonas Investor are parties. Rule 144 means Rule 144 under the Securities Act (or any successor provision thereto). Sale Notice has the meaning given in Section 5(a). Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Shares has the meaning given in Section 1(a), and for purposes of Section 3, Section 5, Section 6 and Section 7, it also includes Common Stock delivered as dividends in respect of the Shares. Subsidiary means any corporation, limited liability company or other entity, a majority of whose outstanding voting securities is owned, directly or indirectly, by the Company. Third-Party Buyer means any Person other than (i) the Company or any of the Subsidiaries, (ii) any employee benefit plan of the Company or any of the Subsidiaries, (iii) any of the Investors, and (iv) any Affiliates of any of the foregoing. Transfer means any sale, assignment, transfer, pledge, encumbrance, or other direct or indirect disposition (including a hedge or other derivative transaction).

Certain Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated effective as of November 14, 2014 (this Agreement), is between Lighting Science Group Corporation (the Company) and the holders of the Companys securities identified on Schedule A attached hereto (each, including any Affiliate or Permitted Transferee thereof who is a subsequent holder of any Registrable Securities and who agrees in writing to be bound by the terms hereof, an Investor and collectively the Investors).

Certain Definitions. For purposes of this Agreement, the following terms have the meanings set forth below: Affiliate means any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing; provided, that in no event shall any Holder be deemed an Affiliate of the Company. Commission means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. Convertible Securities means any evidences of indebtedness, including bonds and debentures, shares, including the Preferred Shares or any other shares of preferred stock, warrants, options or other securities that are convertible into or exchangeable or exercisable for Common Stock. Exchange Act means the Securities Exchange Act of 1934, or any successor federal statute, and the rules and regulations of the Commission thereunder, as the same may be amended from time to time. Holder or Holders means any of the Investors and/or any subsequent Permitted Transferee. Home Depot Registration Rights Agreement means that certain Registration Rights Agreement, dated as of January 14, 2011, by and between the Company and The Home Depot, Inc. Medley Registration Rights Agreement means that certain Registration Rights Agreement, dated as of February 19, 2014, by and between the Company, Medley Capital Corporation and Medley Opportunity Fund II LP. Pegasus means Pegasus Capital Advisors, L.P. Pegasus Registration Rights Agreement means the Amended and Restated Registration Rights Agreement dated January 23, 2009, as further amended as of May 25, 2012, by and between the Company and Pegasus Partners IV, L.P. Person means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. Permitted Transferee means any Person to whom the rights, duties and obligations of any current or subsequent Holder are assigned in compliance with Section 13 of this Agreement. Public Offering means the sale of the Companys Common Stock for cash to the public pursuant to an effective registration statement filed under the Securities Act. Qualified Public Offering means any firmly committed underwritten Public Offering of the Companys Common Stock on The NASDAQ Stock Market or the New York Stock Exchange, where (a) the gross proceeds received by the Company and any selling stockholders in the offering are no less than $100,000,000 and (b) the market capitalization of the Company immediately after consummation of such offering is no less than $500,000,000. Registrable Securities with respect to any Holder means (i) all of the shares of Common Stock owned or held as of the date of this Agreement by such Holder or acquired at any time hereafter if at such time such Holder holds Registrable Securities, including in each case any shares of Common Stock issuable upon the conversion or exercise of the Preferred Shares or Warrants or any other Convertible Securities (provided that the underlying shares have vested), as applicable; (ii) any shares of Common Stock owned or held by, or issuable pursuant to the conversion, exchange or exercise of any Preferred Shares, Warrants or other Convertible Securities (provided that the underlying shares have vested) to, a Permitted Transferee; and (iii) any shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of any of the Registrable Securities described in (i) and (ii) above; provided, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged pursuant to such registration statement; (b) such securities shall have been otherwise transferred (other than to an Affiliate of such Holder), new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; (d) the date upon which such securities are sold under Rule 144 (or any successor provision) or (e) such securities shall become Registrable Securities (or are treated as such) under the Tri-Party Registration Rights Agreement, the Pegasus Registration Rights Agreement or any other registration right

Certain Definitions from Note Purchase Agreement

This FOURTH NOTE PURCHASE AGREEMENT (this Agreement) is entered into as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (VML), the investment funds listed on Schedule I hereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each, a Cyrus Party, and collectively, the Cyrus Parties), Virgin America Inc., a Delaware corporation (the Issuer), and Bank of Utah, a Utah corporation (the Collateral Agent, and together with VML, the Cyrus Parties, the Issuer and any other Person that may become a Lender, the Parties).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to a specified Person, another Person that (a) either directly or indirectly, through one or more intermediaries, Controls, or is controlled by, or is under common or joint control with, the Person specified, (b) is a related investment vehicle, member or partner of such Person, or (c) is an Affiliate of an Affiliate of such Person. Bankruptcy Law means any federal or state law relating to bankruptcy, insolvency, winding up, administration, receivership and other similar matters and any similar foreign law for the relief of creditors. Bylaws means the Third Amended and Restated By-Laws of the Issuer, as may be amended from time to time. Capital Stock of any Person at any time, means any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, limited liability company interests, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person. Carola means Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands. Change of Control means (i) any merger, consolidation or other business combination of the Issuer with or into any other entity, recapitalization, spin-off, distribution, stock sale or any other similar transaction (including, without limitation, any sale of equity interests of VAI or any of the VAI Members), whether in a single transaction or series of related transactions, where Carola, the Institutional U.S. Investor, the MBO Investors and/or their respective Affiliates, collectively, cease to beneficially own more than 50% of the voting stock of the entity surviving or resulting from such transaction (or the ultimate sole parent thereof) or (ii) any sale, transfer, lease, assignment, conveyance, exchange, mortgage or other disposition of all or substantially all of the assets, property or business of the Issuer and its Subsidiaries. Charter means the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time. Collateral has the meaning set forth in the Fourth Security Agreement. Contract means any written, oral or other agreement, contract, subcontract, lease, sublease, license, sublicense, understanding, instrument, note, warranty, insurance policy, benefit plan or legally binding commitment or undertaking of any nature. Control (including the terms controlled by and under common control with means Control as defined in Rule 12b-2 under the Exchange Act. Covenant Agreement means that certain letter agreement, dated as of the date hereof, by and among the Issuer, each of the Lenders hereunder as of the date hereof and certain other parties, with respect to agreements of the Issuer with respect to fuel hedging and minimum cash balance requirements. DOT means the United States Department of Transportation or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code. DOT Certificate means the certificate of public convenience and necessity issued by the DOT under 49 U.S.C. SS41102. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute). GAAP means generally accepted accounting principles in the United States of America as in effect as of the date hereof, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. Governmental Authority means any: nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; federal, state, local, municipal, foreign or other government; or governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court, arbitrator or other tribunal). Governmental Authorization means any permit, license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law. Group has the meaning set forth in Section 13(d)(3) of the Exchange Act. Incur means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise)

Certain Definitions from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of May 20, 2014, by and among Renewable Energy Group, Inc., a Delaware corporation (Parent), REG Synthetic Fuels, LLC, an Iowa limited liability company and wholly-owned subsidiary of Parent (Purchaser), and Tyson Foods, Inc., a Delaware corporation (Seller). Parent, Purchaser and Seller are each sometimes referred to herein individually as a party and collectively as the parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI.

Certain Definitions. The terms defined in this Section 11.1 shall, for all purposes of this Agreement, have the meaning specified herein: 2008 Warrant Agreement means the Warrant Agreement, dated as of June 30, 2008, between Syntroleum and Seller. Application Agreement means that certain Amended and Restated Application Agreement dated as of March 1, 2012 between Seller and JP Morgan Chase Bank, N.A. (as amended). Affiliate means, as applied to any Person, (a) any other Person directly or indirectly controlling, controlled by or under common control with, that Person, (b) any other Person that owns or controls five percent (5%) or more of any class of equity securities (including any equity securities issuable upon the exercise of any option or convertible security) of that Person or any of its Affiliates, or (c) as to a corporation, each director and executive officer thereof, and as to a partnership, each general partner thereof, and as to a limited liability company, each managing member or similarly authorized person thereof (including officers), and as to any other entity, each Person exercising similar authority to those of a director or executive officer of a corporation. For the purposes of this definition, control (including with correlative meanings, the terms controlling, controlled by, and under common control with) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or by contract or otherwise. Bankruptcy Law means Title 11 U.S. Code or any similar federal or state law for the relief of debtors. Bonds means those certain $100,000,000 Louisiana Public Facilities Authority Revenue Bonds (Dynamic Fuels, LLC Project) Series 2008. Breach means, with respect to any representation, warranty, covenant, obligation or other provision of any agreement, that there has occurred (or a claim has been made that there has occurred) an inaccuracy in or breach of, or a failure to perform or comply with, such representation, warranty, covenant, obligation or other provision, as the case may be; for the avoidance of doubt, the failure of a condition to be satisfied by itself shall not constitute a Breach. Business Day shall mean any day of the year other than (i) any Saturday or Sunday or (ii) any other day when banks located in San Francisco, California, and New York, New York, generally are closed for business. Closing Purchase Price shall mean an amount in cash equal to Thirty Million U.S. Dollars ($30,000,000), less the principal amount of Tyson Note at the time of Closing, plus the aggregate amount of all Standby Contributions made by Seller from and after July 15, 2014. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as set forth in Section 4980B of the Code and Part 6 of Title I of ERISA, or any similar or analogous provision of state Law. Code shall mean the Internal Revenue Code of 1986, as amended. Company Governing Documents shall mean the Company Operating Agreement and the Certificate of Formation on file with the Secretary of State of Delaware as of the date hereof. Company Operating Agreement shall mean the Limited Liability Company Agreement of the Company, dated June 22, 2007, as amended by First Amendment to the Limited Liability Operating Agreement of Dynamic Fuels, LLC effective as of April 5, 2012 and Second Amendment to the Limited Liability Operating Agreement of Dynamic Fuels, LLC effective as of March 13, 2013. Contract shall mean any agreement, contract, commitment, promise, understanding, note, mortgage, indenture, lease, franchise, license or other instrument, whether written or oral. Damages means any and all losses, Liabilities, claims, damages, reasonable expenses (including costs of investigation, defense and related reasonable attorneys fees), awards, assessments, fines, costs, reasonable fees, Taxes, penalties, deficiencies, judgments or other amounts paid or incurred, whether in defense or settlement of any Proceeding or otherwise. DF Product means renewable diesel fuel, naphtha or any other liquid fuel or chemical produced at the Geismar Facility; provided, however, that for purposes of Section 6.7 only, DF Product shall only include renewable diesel fuel, any other liquid fuel and any renewable chemicals produced by the Geismar Facility prior to the Closing Date. It is understood that gaseous (non-liquid) products are not DF Products. Earnout Period means each separate period of the Initial Earnout Period and each separate period of the Subsequent Earnout Period. Earnout Term means the period from the Closing Date to the end of the last Subsequent Earnout Period. Encumbrance shall mean any Lien, claim, attachment, garnishment, imperfection of title, pledge, mortgage, hypothecation, security interest, charge, option, restriction, easement, license, reversionary interest, right of refusal, voting trust arrang