$250 million Uses in Definitions Clause

Definitions from Private Placement Agreement

THIS PRIVATE PLACEMENT AGREEMENT (this Agreement), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the Company), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a Debtor and, collectively, the Debtors and, together with their non-Debtor affiliates, the Company Group) on the one hand, and each Private Placement Party (as defined below), on the other hand. The Company and each Private Placement Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.

Definitions. Except as otherwise expressly provided in this Agreement, whenever used in this Agreement (including any Exhibits and Schedules hereto), the following terms shall have the respective meanings specified below: Additional Commitment Party has the meaning set forth in the Backstop Commitment Agreement. Additional Party Claim Amount means the Allowed Claim amount beneficially owned by each Additional Private Placement Party as of 5:00 p.m. New York City time on the Private Placement Enrollment Outside Date (except for any Phase Two Party Claim Amounts beneficially owned by any Phase Two Private Placement Party), as reported by each Additional Private Placement Party (including documentation evidencing such beneficial ownership) to the Claims and Balloting Agent promptly after becoming an Additional Private Placement Party. Additional Private Placement Party means each party that is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or an Institutional Accredited Investor (which is an accredited investor as such term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that is a holder of an Eligible Private Placement Claim that agrees to (i) participate in the Private Placement Commitment by joining this Agreement and the Plan Support Agreement pursuant to Article II of this Agreement, (ii) join the Backstop Commitment Agreement as a Commitment Party prior to the applicable deadline described herein, and (iii) subscribe for its full entitlement of Rights Offering Shares in the Rights Offering. Initial Private Placement Parties may be Additional Private Placement Parties with respect only to additional Eligible Private Placement Claims purchased in excess of the Eligible Private Placement Claims held by such Initial Private Placement Parties as of the execution of this Agreement. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, Controls or is Controlled by or is under common Control with such Person, and shall include the meaning of affiliate set forth in section 101(2) of the Bankruptcy Code. Affiliated has a correlative meaning. Affiliated Fund means any investment fund the primary investment advisor to which is a Private Placement Party or an Affiliate thereof. Agreement has the meaning set forth in the Preamble. Allowed Claim has the meaning set forth in the Plan. Allowed Class 5B Claims has the meaning set forth in the Plan. Allowed Second Lien Notes Claims has the meaning set forth in the Plan. Alternative Transaction means any dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors, merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), or restructuring of any Debtor or non-Debtor member of the Company Group, other than the Restructuring. Antitrust Authorities means the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other Governmental Entity, whether domestic or foreign, having jurisdiction pursuant to the Antitrust Laws, and Antitrust Authority means any of them. Antitrust Laws means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and any other Law, whether domestic or foreign, governing agreements in restraint of trade, monopolization, pre-merger notification, the lessening of competition through merger or acquisition or anti-competitive conduct, and any foreign investment Laws. Applicable Consent has the meaning set forth in Section 4.6. Available Shares means the Private Placement Shares that any Private Placement Party fails to purchase as a result of a Private Placement Default by such Private Placement Party. Backstop Commitment Agreement means that certain Backstop Commitment Agreement among Peabody Energy Corporation and the commitment parties party thereto, dated as of December 22, 2016. Backstop Commitments has the meaning set forth in the Backstop Commitment Agreement. Bankruptcy Code has the meaning set forth in the Recitals. Bankruptcy Court has the meaning set forth in the Recitals. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. SS 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers rules of the Bankruptcy Court. Bonding Solution has the meaning set forth in Section 6.13. Breakup Payments has the meaning set forth in Section 9.5(b). Business Day means any day, other than a Saturday, Sunday or legal holiday, as defined in Bankruptcy Rule 9006(a). Bylaws means the bylaws of the Reorganized Company, which shall become effective as of Effective Date, and which shall be consistent in all material respects with the terms set forth in the Plan. Certificate of Incorp

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT dated October 14, 2014 (this Agreement) is entered into by and among Atlas Energy Holdings Operating Company, LLC, a Delaware limited liability company (the Company) and Atlas Resource Finance Corporation, a Delaware corporation, (the Co-Issuer and, collectively with the Company, the Issuers), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and Wells Fargo Securities, LLC on behalf of itself and each of the initial purchasers listed in Schedule 1 to the Purchase Agreement (the Initial Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following meanings: Additional Guarantor shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after the date of this Agreement. Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. Co-Issuer shall have the meaning set forth in the preamble and shall also include the Co-Issuers successors. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Escrow Issuer shall have the meaning set forth in the definition of Indenture. Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time. Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof. Exchange Offer shall mean the exchange offer by the Issuers and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. Exchange Securities shall mean senior notes issued by the Issuers and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. Existing Securities shall mean the $250 million aggregate principal amount of the Issuers 9.25% Senior Notes due 2021 issued on June 30, 2013. FINRA means the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuers or used or referred to by the Issuers in connection with the sale of the Securities or the Exchange Securities. Guarantees shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. Guarantors shall mean the Initial Guarantors, any Additional Guarantors and any Guarantors successor that Guarantees the Securities. Holders shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term Holders shall include Participating Broker-Dealers. Indemnified Person shall have the meaning set forth in Section 5(c) hereof. Indemnifying Person shall have the meaning set forth in Section 5(c)hereof. Indenture shall mean the Indenture relating to the Existing Securities and the Securities dated as of July 30, 2013 among Atlas Resource Escrow Corporation (the Escrow Issuer) and Wells Fargo Bank, National Association, as trustee (the Trustee), as amended by a supplemental indenture, dated as of July 31, 2013, among the Issuers, the Escrow Issuer, the Guarantors and the Trustee, as further supplemented by a second supplemental indenture dated as of the date hereof, among the Issuers, the Guarantors and the Trustee and as the same may be further amended from time to time in accordance with the terms thereof. Initial Guarantors shall have the meaning set forth in the preamble. Initial Purchasers shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issuer Information shall have the meaning set forth in Section 5(a) hereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Issuers or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuers shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of H

Definitions from Shareholders Agreement

THIS NEW SHAREHOLDERS AGREEMENT (this Agreement), dated as of September 18, 2012 is made and entered into by and among Alibaba Group Holding Limited (f/k/a Alibaba.com Corporation), a Cayman Islands company (the Company), Yahoo! Inc., a Delaware corporation (Yahoo), SOFTBANK CORP., a Japanese corporation (SOFTBANK) and the Management Members (as defined herein) (together with Yahoo and SOFTBANK, collectively the Shareholders and individually, a Shareholder) and certain other shareholders named on Schedule B as Subordinate Shareholders.

Definitions. For purposes of this Agreement, the following terms have the indicated meanings. All references to Sections and Schedules shall be deemed references to Sections of and Schedules to this Agreement unless the context shall otherwise require. 2007 Amended Agreement is defined in the second recital to this Agreement. 49.9% Excess Condition is defined in Section 5.3(c). Additional Securities is defined in Section 6.1(a). 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, the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary. 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, whether through the ownership of voting securities, by contract or other arrangement, as trustee or executor, or otherwise. Aggregate Remaining Shares is defined in Section 4.2(d). Alibaba.com Limited means the business of Alibaba.com Limited and its Subsidiaries. Agreement is defined in the first paragraph of this Agreement. Agreement Among Management Members is defined in Section 10.2(a). Alipay Framework Agreement means that certain Framework Agreement, by and among the Company, SOFTBANK, Yahoo, Alipay.Com Co., Ltd., APN Ltd., JM, JT, Zhejiang Alibaba E-Commerce Co., Ltd. and the Joinder Parties thereto, dated as of July 29, 2011. Applicable Thresholds means the thresholds set forth on Schedule C of this Agreement, as such Schedule may be revised from time to time in accordance with Section 2.6. Board means the board of directors of the Company. Business Day means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in New York, Beijing or Hong Kong. Cause means, with respect to a person, (i) gross neglect or failure to perform the duties and responsibilities of such persons office, (ii) failure or refusal to comply in any material respect with material and lawful policies and directives of the Company resulting in material harm to the Company and its Affiliates, taken as a whole, (iii) material breach of any contract or agreement between such person and the Company, or material breach of any statutory duty or any other obligation that such person owes to the Company and/or its Affiliates resulting in material harm to the Company and its Affiliates, taken as a whole, (iv) commission of an act of fraud, theft or embezzlement against the Company and/or its Affiliates or involving their properties or assets, or (v) conviction or nolo contendere plea with respect to any felony or crime of moral turpitude, provided, however, that with respect to any occurrence of any of (i), (ii) or (iii), such person shall have been given not less than 30 days written notice by the Board of the Boards determination (such determination being made independent of such person, if such person is a Board member) that such event had occurred, and such person shall have until the end of such 30 day period following receipt of such notice to rectify or cure such occurrence if such occurrence is curable before any action premised upon a determination of Cause can be taken. Change of Control Transaction means (a) the direct or indirect acquisition (except for transactions described in clause (b) of this paragraph below), whether in one or a series of transactions by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act), or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), of (i) beneficial ownership (as defined in the Exchange Act) of issued and outstanding shares of capital stock of the Company, the result of which acquisition is that such person or such group possesses 25% or more of the combined voting power of all then-issued and outstanding share capital of the Company, or (ii) the power to elect, appoint, or cause the election or appointment of at least a majority of the members of the Board (or such other governing body in the event the Company or any successor entity is not a corporation); (b) a merger, consolidation, scheme of arrangement or other reorganization or recapitalization of the Company with a person or a direct or indirect subsidiary of such person, provided that the result of such merger, consolidation, scheme of arrangement or other reorganization or recapitalization, whether in one or a series of related transactions, is that the holders of the outstanding shares of capital stock of the Company immediately prior to such consummation do not possess, whether directly or indirectly, immediately after the consummation of such transaction, in excess of 75% of the combined voting power

Definitions from Senior Secured Note

Reconciliation and tie showing the location in the Indenture dated as of December 12, 2012 of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of 1939, as amended.

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), or which are by reference therein defined in the Securities Act of 1933, as amended (the Securities Act) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act. The words herein, hereof and hereunder, and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. For all purposes of this Indenture, all capitalized terms used but not defined in this Indenture shall have the respective meanings assigned to such terms in the Mortgage. Account Control Agreement has the meaning set forth in the Mortgage. Additional Pool Aircraft means any Pool Aircraft added to the Designated Pool after the Effective Date pursuant to the Mortgage. Affiliate means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Aircraft Collateral has the meaning set forth in the Mortgage. Appraisal has the meaning set forth in the Mortgage. Appraised Value has the meaning set forth in the Mortgage. Assigned Lease has the meaning set forth in the Mortgage. Authenticating Agent means any Person authorized by the Trustee pursuant to Section 7.13 to act on behalf of the Trustee to authenticate Securities. Board of Directors shall mean either the Board of Directors of the Company or any committee of that Board duly authorized to act under the terms of this Indenture. Business Day means any day that is not a Saturday, Sunday or other day on which banking institutions are generally authorized or obligated by law or regulation to close in New York City. Calculation Agent means The Bank of New York Mellon, or any other successor appointed from time to time by the Company acting as Calculation Agent in respect of the Floating Rate Notes. Cash Collateral Account has the meaning set forth in the Mortgage. Collateral has the meaning set forth in the Mortgage. Collateral Event means, unless the applicable Collateral has been released from the Liens securing the Debt Securities in accordance with the provisions of this Indenture and the Security Documents, the occurrence and continuation of any of the following: (a) (i) any Security Document ceases to be in full force and effect (except as permitted by the terms of this Indenture or the Security Documents), or the enforcement of any Security Document is stayed as to any Grantor as a result of an event described in Sections 6.01(e) or (f) occurring with respect to such Grantor (as opposed to the Company), or any of the Security Documents ceases to give the Security Trustee, as trustee on behalf of the Secured Parties, a valid, perfected security interest (except as permitted by the terms of this Indenture or the Security Documents) in the Collateral, or (ii) the Company or one or more Grantors violates any covenant or agreement (A) under Article Fifteen or otherwise relating to the Collateral under this Indenture or (B) under the Security Documents, in each of cases (a)(i) and (a)(ii) above both (x) with respect to Collateral with an Appraised Value equal to or more than $250 million and (y) for a period of 365 consecutive days after the Company receives notice thereof from the Trustee or from the Holders of at least 25% in principal amount of all Debt Securities at the time Outstanding (with a copy to the Trustee), specifying such event or (b) the repudiation or disaffirmation by the Company or any Grantor in writing of its material obligations under the Security Documents or the final and unappealable determination in a judicial proceeding of competent jurisdiction that the Security Documents are unenforceable or invalid against the Company or any Grantor party thereto for any reason with respect to Collateral with an Appraised Value equal to or more than $250 million which repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority to do so pursuant to the Security Documents or otherwise cured within 60 days after the Company receives written notice thereof specifying such occurrence from the Trustee or from the Holders of

Definitions from Senior Secured Note

INDENTURE dated as of December [ ], 2012 (this Indenture), between General Electric Capital Corporation, a corporation duly organized and existing under the laws of Delaware (the Company), The Bank of New York Mellon as Trustee (the Trustee) and Wells Fargo Bank Northwest, N.A. as Security Trustee (the Security Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939, as amended (the Trust Indenture Act), or which are by reference therein defined in the Securities Act of 1933, as amended (the Securities Act) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act. The words herein, hereof and hereunder, and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. For all purposes of this Indenture, all capitalized terms used but not defined in this Indenture shall have the respective meanings assigned to such terms in the Mortgage. Account Control Agreement has the meaning set forth in the Mortgage. Additional Pool Aircraft means any Pool Aircraft added to the Designated Pool after the Effective Date pursuant to the Mortgage. Affiliate means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Aircraft Collateral has the meaning set forth in the Mortgage. Appraisal has the meaning set forth in the Mortgage. Appraised Value has the meaning set forth in the Mortgage. Assigned Lease has the meaning set forth in the Mortgage. Authenticating Agent means any Person authorized by the Trustee pursuant to Section 7.13 to act on behalf of the Trustee to authenticate Securities. Board of Directors shall mean either the Board of Directors of the Company or any committee of that Board duly authorized to act under the terms of this Indenture. Business Day means any day that is not a Saturday, Sunday or other day on which banking institutions are generally authorized or obligated by law or regulation to close in New York City. Calculation Agent means The Bank of New York Mellon, or any other successor appointed from time to time by the Company acting as Calculation Agent in respect of the Floating Rate Notes. Cash Collateral Account has the meaning set forth in the Mortgage. Collateral has the meaning set forth in the Mortgage. Collateral Event means, unless the applicable Collateral has been released from the Liens securing the Debt Securities in accordance with the provisions of this Indenture and the Security Documents, the occurrence and continuation of any of the following: (a) (i) any Security Document ceases to be in full force and effect (except as permitted by the terms of this Indenture or the Security Documents), or the enforcement of any Security Document is stayed as to any Grantor as a result of an event described in Sections 6.01(e) or (f) occurring with respect to such Grantor (as opposed to the Company), or any of the Security Documents ceases to give the Security Trustee, as trustee on behalf of the Secured Parties, a valid, perfected security interest (except as permitted by the terms of this Indenture or the Security Documents) in the Collateral, or (ii) the Company or one or more Grantors violates any covenant or agreement (A) under Article Fifteen or otherwise relating to the Collateral under this Indenture or (B) under the Security Documents, in each of cases (a)(i) and (a)(ii) above both (x) with respect to Collateral with an Appraised Value equal to or more than $250 million and (y) for a period of 365 consecutive days after the Company receives notice thereof from the Trustee or from the Holders of at least 25% in principal amount of all Debt Securities at the time Outstanding (with a copy to the Trustee), specifying such event or (b) the repudiation or disaffirmation by the Company or any Grantor in writing of its material obligations under the Security Documents or the final and unappealable determination in a judicial proceeding of competent jurisdiction that the Security Documents are unenforceable or invalid against the Company or any Grantor party thereto for any reason with respect to Collateral with an Appraised Value equal to or more than $250 million which repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority to do so pursuant to the Security Documents or otherwise cured within 60 days after the Company receives written notice thereof specifying such occurrence from the Trustee or from the Holders of

Definitions from Share Sale Agreement

THIS NEW SHAREHOLDERS AGREEMENT (this Agreement), dated as of [ ], 201[] is made and entered into by and among Alibaba Group Holding Limited (f/k/a Alibaba.com Corporation), a Cayman Islands company (the Company), Yahoo! Inc., a Delaware corporation (Yahoo), SOFTBANK CORP., a Japanese corporation (SOFTBANK) and the Management Members (as defined herein) (together with Yahoo and SOFTBANK, collectively the Shareholders and individually, a Shareholder) and certain other shareholders named on Schedule B as Subordinate Shareholders.

Definitions. For purposes of this Agreement, the following terms have the indicated meanings. All references to Sections and Schedules shall be deemed references to Sections of and Schedules to this Agreement unless the context shall otherwise require. 2007 Amended Agreement is defined in the second recital to this Agreement. 49.9% Excess Condition is defined in Section 5.3(c). Additional Securities is defined in Section 6.1(a). 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, the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary. 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, whether through the ownership of voting securities, by contract or other arrangement, as trustee or executor, or otherwise. Aggregate Remaining Shares is defined in Section 4.2(d). Alibaba.com Limited means the business of Alibaba.com Limited and its Subsidiaries. Agreement is defined in the first paragraph of this Agreement. Agreement Among Management Members is defined in Section 10.2(a). Alipay Framework Agreement means that certain Framework Agreement, by and among the Company, SOFTBANK, Yahoo, Alipay.Com Co., Ltd., APN Ltd., JM, JT, Zhejiang Alibaba E-Commerce Co., Ltd. and the Joinder Parties thereto, dated as of July 29, 2011. Applicable Thresholds means the thresholds set forth on Schedule C of this Agreement, as such Schedule may be revised from time to time in accordance with Section 2.6. Board means the board of directors of the Company. Business Day means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in New York, Beijing or Hong Kong. Cause means, with respect to a person, (i) gross neglect or failure to perform the duties and responsibilities of such persons office, (ii) failure or refusal to comply in any material respect with material and lawful policies and directives of the Company resulting in material harm to the Company and its Affiliates, taken as a whole, (iii) material breach of any contract or agreement between such person and the Company, or material breach of any statutory duty or any other obligation that such person owes to the Company and/or its Affiliates resulting in material harm to the Company and its Affiliates, taken as a whole, (iv) commission of an act of fraud, theft or embezzlement against the Company and/or its Affiliates or involving their properties or assets, or (v) conviction or nolo contendere plea with respect to any felony or crime of moral turpitude, provided, however, that with respect to any occurrence of any of (i), (ii) or (iii), such person shall have been given not less than 30 days written notice by the Board of the Boards determination (such determination being made independent of such person, if such person is a Board member) that such event had occurred, and such person shall have until the end of such 30 day period following receipt of such notice to rectify or cure such occurrence if such occurrence is curable before any action premised upon a determination of Cause can be taken. Change of Control Transaction means (a) the direct or indirect acquisition (except for transactions described in clause (b) of this paragraph below), whether in one or a series of transactions by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act), or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), of (i) beneficial ownership (as defined in the Exchange Act) of issued and outstanding shares of capital stock of the Company, the result of which acquisition is that such person or such group possesses 25% or more of the combined voting power of all then-issued and outstanding share capital of the Company, or (ii) the power to elect, appoint, or cause the election or appointment of at least a majority of the members of the Board (or such other governing body in the event the Company or any successor entity is not a corporation); (b) a merger, consolidation, scheme of arrangement or other reorganization or recapitalization of the Company with a person or a direct or indirect subsidiary of such person, provided that the result of such merger, consolidation, scheme of arrangement or other reorganization or recapitalization, whether in one or a series of related transactions, is that the holders of the outstanding shares of capital stock of the Company immediately prior to such consummation do not possess, whether directly or indirectly, immediately after the consummation of such transaction, in excess of 75% of the combined voting power

Definitions from Supplemental Indenture

THIS SUPPLEMENTAL INDENTURE NO. 4, dated as of April 12, 2012 (this Supplemental Indenture), by and among USG CORPORATION, a Delaware corporation (the Company), each of UNITED STATES GYPSUM COMPANY, a Delaware corporation, L&W SUPPLY CORPORATION, a Delaware corporation, USG FOREIGN INVESTMENTS, LTD., a Delaware corporation, and USG INTERIORS, LLC, a Delaware limited liability company (collectively, the Guarantors), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor trustee (the Trustee).

Definitions. For all purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section. Applicable Procedures means, with respect to any transfer or transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depositary for such a Temporary Regulation S Global Security, to the extent applicable to such transaction and as in effect from time to time. Capital Markets Indebtedness means Funded Debt of the Company or any Subsidiary in the form of, or represented by, bonds (other than surety bonds, indemnity bonds, performance bonds or bonds of a similar nature) or other securities that are, or may be, quoted, listed or purchased and sold on any stock exchange, automated trading system or over-the-counter or other securities market (including, without prejudice to the generality of the foregoing, the market for securities eligible for resale pursuant to Rule 144A). For purposes of clarity, it is understood that indebtedness under bank indebtedness (including indebtedness incurred pursuant to the USG Credit Agreement (and any amendment, supplement or replacement thereof) and the Credit Agreement dated as of June 30, 2009 between CGC Inc. and The Toronto-Dominion Bank, as amended) will not constitute Capital Markets Indebtedness. Definitive Security means a certificated Security bearing, if required, the appropriate restricted securities legend set forth in Section 2.06(e). Depositary means The Depository Trust Company, its nominees and their respective successors. Distribution Compliance Period means, with respect to any Securities, the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the issue date with respect to such Securities. Domestic Subsidiary means a Subsidiary organized under the laws of the United States, any State thereof or the District of Columbia. Guarantee means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or (ii) entered into for the purpose of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term Guarantee used as a verb has a corresponding meaning. Guaranty Agreement means a guaranty agreement, substantially in the form attached hereto as Exhibit B, pursuant to which a future Subsidiary Guarantor guarantees the Companys obligations under this Supplemental Indenture and with respect to the Securities on the terms provided for in Article Three of this Supplemental Indenture. Initial Purchasers means (1) with respect to the Securities issued on the Issue Date, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named on Schedule I to the Purchase Agreement, and (2) with respect to each issuance of Additional Securities, the Persons initially purchasing such Additional Securities from the Company under the related Purchase Agreement. Issue Date means April 12, 2012. Purchase Agreement means (1) with respect to the Securities issued on the Issue Date, the Purchase Agreement dated March 29, 2012, among the Company, the Guarantors and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named on Schedule I thereto, and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company, the Guarantors and the Persons purchasing such Additional Securities. QIB means a qualified institutional buyer as defined in Rule 144A. Registrar means any Person (which may include the Company) authorized by the Company to register the transfer or exchange of Securities. Rule 144A Securities means all Securities offered and sold to QIBs in reliance on Rule 144A. Securities means $250 million aggregate principal amount of 7.875% Senior Notes due 2020 issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act. Securities Act means the Securities Act of 1933, as amended. Securities Custodian means the custodian with respect to a Global

Definitions from Senior Secured Note

INDENTURE dated as of April 14, 2011 by and among Sappi Papier Holding GmbH, an Austrian limited liability company (Gesellschaft mit beschrankter Haftung), having its registered office at Brucker Strasse 21, A-8101 Gratkorn, Austria and registered with the Commercial Court of Vienna, Austria under registration number FN 167931 h, J.P. Morgan Europe Limited, as Security Agent, The Bank of New York Mellon, as Trustee, Principal Paying Agent, Registrar and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, Transfer Agent and Registrar.

Definitions. 144A Global Note means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of, The Bank of New York Depository (Nominees) Limited as nominee for Euroclear and Clearstream that will be issued in an initial amount equal to the principal amount of the Notes sold in reliance on Rule 144A. 2009 Refinancing means certain refinancing transactions undertaken by the Parent in 2009, including the issuance of the 2014 Notes and the use of proceeds therefrom, the execution of the Revolving Credit Facility and the incurrence of borrowings under the OeKB Facility. 2014 Indenture means the indenture governing the 2014 Notes, as amended, supplemented, restated or otherwise modified from time to time. 2014 Note Guarantee means the Guarantee by each guarantor thereof, of PE Paper Escrow GmbHs obligations under the 2014 Indenture and the 2014 Notes, executed pursuant to the provisions of the 2014 Indenture. 2014 Notes means, collectively, the 350 million Notes due 2014 and the US$300 million Notes due 2014 issued by PE Paper Escrow GmbH and any additional notes issued under the 2014 Indenture. 2014 Notes Issue Date means July 29, 2009, the date on which the 2014 Notes were first issued. 2018 Indenture means the indenture governing the 2018 Notes, as amended, supplemented, restated or otherwise modified from time to time. 2018 Note Guarantee means the Guarantee by each guarantor thereof, of the Issuers obligations under the 2018 Indenture and the 2018 Notes, executed pursuant to the provisions of the 2018 Indenture. 2018 Notes means the 250 million Notes due 2018 issued by the Issuer and any additional notes issued under the 2018 Indenture. Acquired Debt means, with respect to any specified Person:

Definitions from Senior Subordinated Note

SIXTH SUPPLEMENTAL INDENTURE dated as of May 18, 2010 (the Sixth Supplemental Indenture) between Omnicare, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the Company), the Guarantors (as defined below) and U.S. Bank National Association (as successor to SunTrust Bank), as trustee (the Trustee).

Definitions. Each term used herein which is defined in the Indenture has the meaning assigned to such term in the Base Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern. The following terms, as used herein, have the following meanings: 4.00% Convertible Subordinated Debentures due 2033 means the $345 million in aggregate principal amount of 4.00% Convertible Subordinated Debentures due 2033 issued by the Company on June 13, 2003 and Series B 4.00% Convertible Subordinated Debentures due 2033 issued by the Company on March 8, 2005 relating to the Trust PIERS. 6.125% Notes means the $250 million in aggregate principal amount of 6.125% Senior Subordinated Notes due 2013 originally issued by the Company on June 13, 2003. 6.750% Notes means the $225 million in aggregate principal amount of 6.750% Senior Subordinated Notes due 2013 originally issued by the Company on December 15, 2005. 6.875% Notes means $525 million aggregate principal amount of 6.875% Senior Subordinated Notes due 2015 originally issued by the Company on December 15, 2005. 3.25% Convertible Senior Debentures due 2035 means the $850 million in aggregate principal amount of 3.25% Convertible Senior Debentures due 2035 issued by the Company on December 15, 2005 and guaranteed solely by Purchasing, plus $127.5 million in aggregate principal amount issued upon exercise of the underwriters overallotment option. Acquired Debt means, with respect to any specified Person:

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of this 21st day of December, 2007 by and among Golden Telecom, Inc., a Delaware corporation (the Company), VimpelCom Finance B.V., a Dutch company (Parent), and Lillian Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub).

Definitions. For purposes of this Agreement, the following terms have the respective meanings set forth below: 1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Acceptable Confidentiality Agreement means a confidentiality and standstill agreement that contains provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement. Acceptance has the meaning set forth in Section 1.1(e). Acceptance Date has the meaning set forth in Section 1.1(e). Act means the General Corporation Law of the State of Delaware. Additional Termination Fee means $120,000,000 as liquidated damages. Affiliate means, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with, such Person. For purposes of this definition, the term control (including the correlative terms controlling, 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 and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided that the Company shall not be considered an Affiliate of Parent or Merger Sub. Agreement has the meaning set forth in the Preamble. Altimo means Altimo Holdings & Investments Ltd. (formerly Alfa Telecom Limited). Assets means all properties, assets and rights of any kind, whether tangible or intangible, real or personal, used in connection with the conduct of the businesses of the Company and its Subsidiaries. A/T Tender Condition means, as of the time of measurement, both (i) Altimo has tendered into the Offer and not withdrawn all of the shares of Common Stock over which Altimo has dispositive beneficial ownership, and (ii) Telenor has tendered into the Offer and not withdrawn all of the shares of Common Stock over which Telenor has dispositive beneficial ownership. Board Actions has the meaning set forth in Section 1.2(a). Business Day has the meaning ascribed to such term in Rule 14d-1 under the Exchange Act. Certificate has the meaning set forth in Section 2.2(c). Certificate of Merger has the meaning set forth in Section 2.1(b). Closing has the meaning set forth in Section 2.1(d). Closing Date has the meaning set forth in Section 2.1(d). Code means the Internal Revenue Code of 1986, as amended. Common Stock has the meaning set forth in the recitals. Company has the meaning set forth in the Preamble. Company Acquisition Proposal means any inquiry, proposal or offer from any Person or group of Persons other than Parent, Merger Sub or any other direct or indirect Subsidiaries of VimpelCom relating to any direct or indirect acquisition or purchase (whether in a single transaction or a series of transactions) of assets, a business or businesses that constitutes 30% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, or 30% or more of any class or series of Company Securities or Subsidiary Securities, any tender offer or exchange offer that if consummated would result in any Person or group of Persons beneficially owning 30% or more of any class or series of Company Securities or the securities of any Subsidiary or Subsidiaries that constitute 30% or more of the net revenues, net income or assets of the Company and its Subsidiaries taken as a whole, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (and/or any Subsidiary or Subsidiaries of the Company whose assets, business or businesses constitute(s) 30% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole); Company Benefit Plan means each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock appreciation right, restricted stock, phantom stock or other equity-based retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, program, policy, practice or arrangement, whether or not subject to ERISA, formal or informal, oral or written, legally binding or not, under which any Company Employee has any present or future right to benefits and which is maintained or contributed to by the Company, any Subsidiary, or any ERISA Affiliate or under which the Company, any Subsidiary or any ERISA Affiliate has any present or future liability, including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and each employment, retention, consulting, change in control, salary continuation, termination or severance plan, program, policy, practice, arrangement or agreement entered into, maintained, sponsored or contributed to by the Company, any Subsidiary, or any ERISA Affiliate or to which th