April 9, 2014 Uses in Definitions Clause

Definitions from Agreement

This Preferred Equity Exchange and Discharge Agreement, dated as of April 1, 2016 (this "Agreement"), is entered into by and between Rentech, Inc., a Colorado corporation (the "Company"), DSHC, LLC, a Delaware limited liability company ("DSHC"), each of the Holders listed on Exhibit A hereto (each, a "Holder" and, collectively, the "Holders") and GSO Capital Partners LP, a Delaware limited partnership, in its capacity as the Holders' Representative (the "Holders' Representative").

Definitions. "Accrued Dividends" has the meaning set forth in Section 2.1. "Affiliate" of any Person means any Person, directly or indirectly, controlling, controlled by or under common control with such Person. "Agreement" has the meaning set forth in the preamble hereto. "Applicable Law" means laws, orders of a court of competent jurisdiction or other similar requirement of any Governmental Authority. "Articles of Amendment" means the Articles of Amendment to the Articles of Incorporation of the Company setting for the preferences, limitations and relative rights of the Company's Series E Convertible Preferred Stock, as filed with the Secretary of State of the State of Colorado on April 9, 2014 pursuant to the Subscription Agreement. "Articles of Incorporation" means the Company's Amended and Restated Articles of Incorporation as amended, modified or supplemented from time to time. "Board of Directors" means the Company's board of directors. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York City, New York. "Bylaws" means the Company's bylaws, as amended, modified or supplemented from time to time. "Cash Payments" has the meaning set forth in Section 4.5. "Closing" has the meaning set forth in Section 2.2. "Closing Date" has the meaning set forth in Section 2.2. "Common Units" means the common units representing limited partner interests of CVR having the rights and obligations specified with respect to "Common Units" as set forth in the CVR LPA. "Company" has the meaning set forth in the preamble hereto. "Credit Agreement" means the Second Amended and Restated Term Loan Credit Agreement, dated as of the date hereof, by and among Rentech Nitrogen Holdings, Inc., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. "CVR" means CVR Partners, L.P., a Delaware limited partnership. "CVR LPA" means the Second Amended and Restated Agreement of Limited Partnership of CVR, dated April 13, 2011, as amended from time to time. "CVR Units" has the meaning set forth in Section 2.1. "DSHC" has the meaning set forth in the preamble hereto. "GSO Transaction Agreement" means the Transaction Agreement, dated as of August 9, 2015, by and among CVR, each of the Holders party thereto and GSO Capital Partners LP. "Governmental Authority" means any (a) federal, state, local, municipal, foreign or other government (or agency or political subdivision thereof), (b) governmental, quasi-governmental or regulatory authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (c) multinational organization or (d) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power any nature. "Holder" and/or "Holders" has the meaning set forth in the preamble hereto. "Holder Group" has the meaning set forth in Section 4.1(a). "Holder Group Member" has the meaning set forth in Section 4.1(a). "Holders' Representative" has the meaning set forth in the preamble hereto. "Indemnified Liabilities" has the meaning set forth in Section 4.5. "Indemnified Parties" has the meaning set forth in Section 4.5. "Indemnitor" has the meaning set forth in Section 4.5. "Instruction Letters" has the meaning set forth in Section 4.5. "Merger Agreement" means the Agreement and Plan of Merger, dated as of August 9, 2015, entered into by and among CVR, Lux Merger Sub 1 LLC, a limited liability company and wholly owned subsidiary of CVR, and Lux Merger Sub 2 LLC, a limited liability company and wholly owned subsidiary of CVR, Rentech Nitrogen Partners, L.P., a Delaware limited partnership, and Rentech Nitrogen GP, LLC, a Delaware limited liability company. "Merger Closing" means the occurrence of the Closing (as such term is defined in the Merger Agreement). "Person" means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization or a Governmental Authority or political subdivision thereof. "Pledge Agreement" has the meaning set forth in Section 2.3(b)(ii). "Preferred Shares" has the meaning set forth in the recitals hereto. "Proceeding" has the meaning set forth in Section 6.1(b). "Pro Rata Share" means, with respect to a Holder, the percentage set forth next to the name of such Holder on Exhibit A. "RNHI" has the meaning set forth in the recitals hereto. "SEC" means the Securities and Exchange Commission. "Second Restatement Date" has the meaning set forth in the Credit Agreement. "Subscription Agreement" means the Subscription Agreement among the Company, the Holders and the Holders' Representative dated as of April 9, 2014, as amended by Amendment No. 1 to the Subscription Agreement dated as of February 12, 2015 among the Company, the Holders and the Holders' Representative. "Subsidiary" means, when used

Definitions from Put Option Agreement

This Amended and Restated Put Option Agreement (this Agreement), dated as of February 12, 2015, is by and between DSHC, LLC (f/k/a Darkstone, LLC), a Delaware limited liability company (the Company), and [] (the Optionee).

Definitions. Capitalized terms used in this Agreement, but not otherwise defined in this Section 1, shall have the meanings ascribed to such terms in this Agreement. When used in this Agreement, the following terms shall have the following meanings: Articles of Amendment means the Articles of Amendment to the Articles of Incorporation of Rentech, Inc. setting for the preferences, limitations and relative rights of the Companys Series E Convertible Preferred Stock, as filed with the Secretary of State of the State of Colorado on April 9, 2014 pursuant to the Subscription Agreement. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York City, New York. COC Put Date is defined in the Subscription Agreement. COC Put Price is defined in the Subscription Agreement. Company LLC Agreement means the Amended and Restated Limited Liability Company Agreement of the Company dated as of April 9, 2014, as amended by Amendment No. 1 thereto dated as of April 11, 2014. Company Organizational Documents means, collectively, the Company LLC Agreement and the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on April 8, 2014, as amended by the Certificate of Amendment of the Company filed with the Secretary of State of the State of Delaware on April 11, 2014. Pledge Agreement means the Amended and Restated Pledge Agreement dated as of the date hereof among the Company, the Optionee, each other person listed on the signature pages thereto and identified thereon as an Optionee, and Credit Suisse AG, Cayman Islands Branch as collateral agent, as such agreement may be amended, restated or supplemented or otherwise modified from time to time. Put Trigger Event means the earliest to occur of: (a) the failure of Rentech to redeem the Shares and pay to the Optionee the Redemption Price of such Shares on the Redemption Date pursuant to the Articles of Amendment whether or not such payment or redemption is legally permissible or is otherwise prohibited; (b) any voluntary or involuntary liquidation, dissolution or winding up of Rentech; (c) Rentech (i) becomes insolvent or admits in writing its inability to pay its debts as they become due; (ii) becomes subject to any proceeding under any bankruptcy or insolvency law, and such proceeding is commenced, applied for or consented to by Rentech or, in the case of an involuntary proceeding, an order for relief is entered therein or such involuntary proceeding otherwise continues undischarged or unstayed for sixty (60) calendar days; (iii) makes an assignment for the benefit of creditors; or (iv) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, and such appointment is applied for or consented to by Rentech or otherwise continues undischarged or unstayed for sixty (60) calendar days; (d) the failure of the Company to comply in all material respects with any of its obligations under Section 9(d), 10, 21, 22, 23, 24 or 31 of the Company LLC Agreement (it being understood that the phrase comply in all material respects as used in this sub-clause (d) contemplates that a breach thereof involves a matter that materially increases the risk or likelihood that a court would disregard the separate legal existence of Rentech and the Company); (e) the failure of the Company to comply in all material respects with any of its obligations under Sections 6(b), 6(d), 6(e) or 6(f) of the Pledge Agreement; (f) the material failure of any of the Companys representations or warranties set forth in Sections 5(a) or 5(b) of the Pledge Agreement to be true and correct at any time; or (g) the failure of Rentech to purchase the Shares and pay to the Optionee the COC Put Price for such Shares on the COC Put Date pursuant to the Subscription Agreement whether or not such payment or purchase is legally permissible or is otherwise prohibited. Redemption Date is defined in the Articles of Amendment. Redemption Price is defined in the Articles of Amendment.

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ______________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October __, 2014 (the "Issuance Date") and on or prior to the close of business on October __, 2017 (the "Termination Date") but not thereafter, to subscribe for and purchase from NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation (the "Company"), up to _________ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock; provided, however, to the extent that a resale registration statement registering all of the Warrant Shares (the "Resale Registration Statement") is not filed within 30 days of the Issuance Date, is not declared effective within 90 days of the Issuance Date or is suspended for any reason thereafter prior to the Termination Date, the Termination Date shall be extended by an equ

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated April 9, 2014, among the Company and the purchasers signatory thereto.

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated April 9, 2014 (this Agreement), is entered into by and among KINDRED HEALTHCARE, INC., a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Guarantors) and J.P. Morgan Securities LLC (J. P. Morgan), as representative (the Representative) of the initial purchasers (the Initial Purchasers) listed in Schedule 1 to the Purchase Agreement (as defined below).

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 Subsidiary 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, regulation or executive order to remain closed. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. 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 Company 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 Company 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. FINRA shall mean the Financial Industry Regulatory Authority, Inc. Free Writing Prospectus shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. Guarantors shall have the meaning set forth in the preamble and shall also include any Guarantors successors and any Additional Guarantors. 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 Sections 4 and 5 of this Agreement, 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 Securities dated as of April 9, 2014 among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, as the same may be further amended or supplemented from time to time in accordance with the terms thereof. Initial Purchasers shall have the meaning set forth in the preamble. Inspector shall have the meaning set forth in Section 3(a)(xiv) hereof. Issue Date shall mean April 9, 2014. Issuer Information shall have the meaning set forth in Section 5(a) hereof. J.P. Morgan shall have the meaning set forth in the preamble. 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 Company 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 Company 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 Holders of a specified percentage of Registrable Securities has been obtained. Notice and Questionnaire shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. Participating Broker-Dealers shall have the meaning set forth in Section 4(a) hereof. Participating Holder shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof. Person shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency

Definitions from Common Stock Purchase Warrant

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on February 5, 2018 (the "Termination Date") but not thereafter, to subscribe for and purchase from NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated April 9, 2014, among the Company and the purchasers signatory thereto. This Warrant is issued by the Company as of the date hereof pursuant to Section A.2. of the Engagement Agreement, dated April 9, 2014, between the Company and H.C. Wainwright & Co., LLC.

Definitions from Indenture

INDENTURE dated as of April 9, 2014, between JOHN DEERE OWNER TRUST 2014, a Delaware statutory trust (the "Issuing Entity"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual capacity (the "Indenture Trustee").

Definitions. (a) Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture. "Act" has the meaning specified in Section 11.03(a). "Administration Agreement" means the Administration Agreement dated as of April 9, 2014, among the Administrator, the Issuing Entity and the Indenture Trustee as amended or supplemented from time to time. "Administrator" means the administrator under the Administration Agreement. "Affiliate" means, with respect to any specified Person, any other Person controlling or controlled by or under 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. "Authorized Officer" means, with respect to the Issuing Entity, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers, containing the specimen signature of each such Person, delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Assistant Treasurer, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers (containing the specimen signatures of such officers) delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter); provided, however, that for purposes of Section 3.09 and Section 1(a)(J) of the Administration Agreement such officer of the Administrator must be any of the president, controller, chief executive officer, chief financial officer or chief accounting officer. "Bankruptcy Code" means the United States Bankruptcy Code, Title 11 of the United States Code, as amended. "Basic Documents" means this Indenture, the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Depository Agreement and other documents and certificates delivered in connection therewith.