Bank of America Uses in Definitions Clause

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

DEFINITIONS from Amendment

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

DEFINITIONS. For purposes of this Agreement the following terms shall have the respective meanings given to them below: 2016-1 Term B-4 Borrowing shall mean a borrowing consisting of 2016-1 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1 Term B-4 Lenders pursuant to Section 2.1(b). 2016-2 Term B-4 Borrowing shall mean a borrowing consisting of 2016-2 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-2 Term B-4 Lenders pursuant to Section 2.1(b). 2016-1 Term B-4 Commitment shall meansmean any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election.2016-2 Term B-4 Commitment shall means any Exchange 2016-2 Term B-4 Commitment or Additional 2016-2 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-4 Commitments on the Amendment No. 1 (B-5) Effective Date. 2016-2 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-2 Term B-4 Commitments on the Amendment No. 5 (2016-2) Effective Date. 2016-1 Term B-4 Loan shall mean any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment. 2016-2 Term B-4 Loan shall mean any Exchange 2016-2 Term B-4 Commitment or Additional 2016-2 Term B-4 Commitment. 2016-1 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-2 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-4 Loans with the proceeds of, or any conversion of such 2016-1 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-4 Loans. 2016-2 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-2 Term B-4 Loans with the proceeds of, or any conversion of such 2016-2 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-2 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-2 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-2 Term B-4 Loans (in each case in clauses (i) and (ii) other than in connection with a Change of Control, an initial public offering, or any acquisition or investment not otherwise permitted hereby). 2016-1 Term B-5 Borrowing shall mean a borrowing consisting of 2016-1 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1 Term B-5 Lenders pursuant to Section 2.1(b).2016-2 Term B-5 Borrowing shall mean a borrowing consisting of 2016-2 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-2 Term B-5 Lenders pursuant to Section 2.1(bc). 2016-1 Term B-5 Commitment shall means any Exchange 2016-1 Term B-5 Commitment or Additional 2016-1 Term B-5 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Increment

Definitions from Additional Receivables Intercreditor Agreement

THIS ADDITIONAL RECEIVABLES INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this Agreement) is entered into as of June 22, 2017 between BANK OF AMERICA, N.A. (Bank of America), in its capacity as collateral agent for the ABL Obligations (as defined below), and Bank of America, in its capacity as collateral agent for the New First Lien Obligations (as defined below).

Definitions. Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the ABL Credit Agreement and the New First Lien Agreements, in each case as in effect on June 22, 2017. In addition, as used in this Agreement, the following terms shall have the meanings set forth below: ABL Collateral Agent shall mean Bank of America, in its capacity as collateral agent for the lenders and other secured parties under the ABL Credit Agreement and the other ABL Documents entered into pursuant to the ABL Credit Agreement, together with its successors and permitted assigns under the ABL Credit Agreement exercising substantially the same rights and powers; and in each case provided that if such ABL Collateral Agent is not Bank of America, such ABL Collateral Agent shall have become a party to this Agreement and the other applicable ABL Security Documents. ABL Controlled Accounts shall mean, collectively, with respect to each Grantor, (i) all Deposit Accounts and all Securities Accounts and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes, securities entitlements (as such terms are defined in the UCC) and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition, in each case, which are subject to a control agreement in favor of the ABL Collateral Agent. ABL Documents means the credit, guarantee and security documents governing the ABL Obligations, including, without limitation, the ABL Credit Agreement and the ABL Security Documents and Secured Cash Management Agreements (as defined in the ABL Credit Agreement as in effect on the date hereof) and Secured Hedge Agreements (as defined in the ABL Credit Agreement as in effect on the date hereof). ABL Entity shall mean a direct Subsidiary of a 1993 Indenture Restricted Subsidiary, substantially all of the business of which consists of financing of accounts receivable and related assets. ABL Obligations shall mean all Obligations as defined in the ABL Credit Agreement. For the avoidance of doubt, Obligations with respect to the New First Lien Agreements and the other New First Lien Documents shall not constitute ABL Obligations. ABL Recovery shall have the meaning set forth in Section 5.3. ABL Secured Parties means Secured Parties as defined in the ABL Credit Agreement. ABL Security Agreement means the Security Agreement (as defined in the ABL Credit Agreement). ABL Security Documents means the ABL Security Agreement and the other Security Documents (as defined in the ABL Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing ABL Obligations or under which rights or remedies with respect to such Liens are governed. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise. Agreement shall have the meaning assigned to that term in the introduction to this Agreement. Bank of America shall have the meaning assigned to that term in the introduction to this Agreement. Bankruptcy Code shall mean Title 11 of the United States Code. Capital Stock shall mean, as to any Person that is a corporation, the authorized shares of such Persons capital stock, including all classes of common, preferred, voting and nonvoting capital stock, and, as to any Person that is not a corporation or an individual, the membership or other ownership interests in such Person, including the right to share in profits and losses, the right to receive distributions of cash and other property, and the right to receive allocations of items of income, gain, loss, deduction and credit and similar items from such Person, whether or not such interests include voting or similar rights entitling the holder thereof to exercise Control over such Person, collectively with, in any such case, all warrants, options and other rights to purchase or otherwise acquire, and all other instruments convertible into or exchangeable for, any of the foregoing. CF Credit Agreement shall mean that certain credit agreement dated as of November 17, 2006 among the Company, the Lenders party thereto from time to time, Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and bookrunners, Deutsche Bank Securities Inc. and Wachovia Capital Ma

Definitions from Credit Agreement

This Credit Agreement, dated as of June 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), is among Regional Management Receivables II, LLC, a Delaware limited liability company, as borrower (the Borrower), Regional Management Corp., a Delaware corporation (Regional Management), as servicer (the Servicer), the lenders from time to time parties hereto (the Lenders), the agents for the Lender Groups (as defined herein) from time to time parties hereto (the Agents), Wells Fargo Bank, National Association (Wells Fargo Bank), as administrative agent for the Lenders (in such capacity, the Administrative Agent), Credit Suisse AG, New York Branch, as structuring and syndication agent (in such capacity, the Structuring and Syndication Agent), and Wells Fargo Bank, acting through its Corporate Trust Services division, as account bank (in such capacity, the Account Bank), Image File Custodian (in such capacity, the Image File Custodian) and back

Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: Account Bank means a Qualified Institution approved by the Administrative Agent that is holding the Accounts, which initially shall be Wells Fargo Bank. Account Bank Fee means $2,000 per month. Account Collateral means the Accounts, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments and other property from time to time deposited or credited to the Collection Account and the Reserve Account and all proceeds thereof. Account Control Agreement means the Account Control Agreement relating to the Accounts, dated as of the Closing Date, among the Borrower, the Servicer, the Administrative Agent and the Account Bank. Accounts mean the Collection Account and the Reserve Account. Additional Amount has the meaning given to such term in Section 2.14(a). Additional Deposit Accounts mean the deposit accounts governed by the Wells Fargo Deposit Account Control Agreement. Administrative Agent has the meaning given to such term in the Preamble. Advisors means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. Affected Party means the Administrative Agent, any Lender, any Credit Provider or any of their respective Affiliates. Affiliate means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For 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 or controlled have meanings correlative to the foregoing. Agent means the agent for a particular Lender Group and Agents means all agents for all Lender Groups. Aggregate Commitment means, as of any day, the sum of the Class A Aggregate Commitment and the Class B Aggregate Commitment. Aggregate Unpaids means, as of any date, an amount equal to the sum of (without duplication) (i) the Loans Outstanding, (ii) all accrued but unpaid Interest and (iii) all Unused Commitment Fees, Hedge Breakage Costs and other Obligations owed (whether due or accrued) by the Borrower to the Secured Parties, the Administrative Agent, the Backup Servicer, the Image File Custodian, the Account Bank and the Third Party Allocation Agent under this Agreement and the other Basic Documents. Agreement has the meaning given to such term in the Preamble. Alternative Rate means, with respect to any Loan and an Interest Period, an interest rate per annum equal to LIBOR; provided, however, that the Alternative Rate shall be the Base Rate if at the time such rate is selected the relevant Lender has notified the Administrative Agent that a LIBOR Disruption Event has occurred. Amortization Period means the period commencing on the Revolving Period Termination Date and ending on the day on which the Loans Outstanding are reduced to zero and all other Aggregate Unpaids have been paid in full. Annual Percentage Rate or APR means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the annual percentage rate (within the meaning of the Federal Truth-in-Lending Act). If, after the Closing Date, the rate per annum with respect to a Receivable as of the related Cutoff Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, Annual Percentage Rate or APR shall refer to such reduced rate. Annualized Charge-off Ratio means, with respect to any Determination Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which is the aggregate outstanding Principal Balance (determined for this purpose, with respect to any Defaulted Receivable, as if such Receivable was not a Defaulted Receivable) of all Receivables that have become Defaulted Receivables during such Collection Period and (b) the denominator of which is the Eligible Receivables Principal Balance as of the first day of such Collection Period. Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act or any other law, rule, or regulation of any jurisdiction applicable to each of the Borrower, the Servicer and their respective Affiliates from time to time concerning or relating to bribery or corruption. Anti-Money Laundering Laws means applicable laws or regulations in any jurisdiction in which each of the Borrower, the Servicer and their respective Affiliates is located or doing business that relates to money laundering, any predic

Definitions from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER is made as of May 26, 2017, by and among CardConnect Corp., a Delaware corporation (the Company), First Data Corporation, a Delaware corporation (Parent), and Minglewood Merger Sub Inc., a Delaware corporation (Merger Sub). Certain capitalized terms used herein are defined in Article I.

Definitions. The following terms shall have the following meanings for purposes of this Agreement: Acceptable Confidentiality Agreement shall mean a confidentiality agreement on terms that, with respect to confidentiality, are substantially no less restrictive to the Companys counterparty thereto to those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement). Affiliate shall mean, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. For purposes of this Agreement, Control 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 securities, by contract, management control, or otherwise. Controlled and Controlling shall be construed accordingly. Agreement shall mean this Agreement, including the Company Disclosure Letter, the Parent Disclosure Letter and the annexes and exhibits hereto, as it and they may be amended from time to time. Alternative Issuance shall have the meaning ascribed to it in the Warrant Agreement. Antitrust Law shall mean the Sherman Act of 1890, as amended, the Clayton Antitrust Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act of 1914, as amended, and all other U.S. federal or state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition. Assets shall have the meaning set forth in Section 4.5. Available Proceeds shall have the meaning set forth in the Certificate of Designation. Balance Sheet Date shall mean December 31, 2016. Bank Sponsorship Agreements shall mean any Contract between the Company or one of its Subsidiaries with a financial institution which provides, among other provisions, for such financial institution to sponsor the Company or applicable Subsidiary into one or more Card Associations. Book-Entry Shares shall mean shares of Common Stock which, immediately prior to the Effective Time, are not represented by Certificates but are represented in book-entry form. Business Day shall mean any day other than a Saturday, Sunday or other day on which banking institutions in the State of New York are authorized or required by Law or other action of a Governmental Authority to close. Bylaws shall mean the amended and restated bylaws of the Company, as amended from time to time. Canceled Shares shall have the meaning set forth in Section 3.7(b)(ii). Capitalization Date shall have the meaning set forth in Section 4.1(c)(ii). Card Associations shall have the meaning set forth in Section 4.12(b)(i). Card Association Registrations shall have the meaning set forth in Section 4.12(b)(i). Certificate shall mean a stock certificate which, immediately prior to the Effective Time, represents shares of Common Stock. Certificate of Designation shall mean the Series A Preferred Stock Certificate of Designation, dated as of July 28, 2016. Certificate of Incorporation shall mean the amended and restated certificate of incorporation of the Company, as amended from time to time. Certificate of Merger shall have the meaning set forth in Section 3.3. Change of Control Payment shall have the meaning set forth in Section 4.7(a)(xv). Change of Recommendation shall have the meaning set forth in Section 6.4(d). Closing shall mean the consummation of the Merger. Closing Date shall have the meaning set forth in Section 3.2. Code shall mean the Internal Revenue Code of 1986, as amended. Common Stock shall have the meaning set forth in Section 4.1(c)(i). Company shall have the meaning set forth in the Preamble. Company Acquisition Agreement shall have the meaning set forth in Section 6.4(d). Company Benefit Plan shall mean each employee benefit plan (within the meaning of Section 3(3) of ERISA) and each other equity or equity-based incentive, compensation, severance, employment, change-in-control, retention, fringe benefit, bonus, incentive, savings, retirement, deferred compensation, or other compensatory or benefit plan, agreement, program, policy or arrangement, whether or not subject to ERISA, (i) entered into, contributed to, sponsored by or maintained by the Company or any of its Subsidiaries for the benefit of any employee, officer or director of the Company or any of its Subsidiaries or (ii) for which the Company or any of its Subsidiaries has any liability (contingent or otherwise), other than a Multiemployer Plan or a governmental or statutorily mandated plan. Company Board shall have the meaning set forth in the Recitals. Company Disclosure Do

DEFINITIONS from Amendment

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGSALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

DEFINITIONS. For purposes of this Agreement the following terms shall have the respective meanings given to them below: 2016-1 Term B-4 Borrowing shall mean a borrowing consisting of 2016-1 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the Term B-4 Lenders pursuant to Section 2.1(b). 2016-1 Term B-4 Commitment shall means any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-4 Commitments on the Amendment No. 1 (B-5) Effective Date. 2016-1 Term B-4 Loan shall mean any Exchange 2016-1Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment. 2016-1 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-4 Loans with the proceeds of, or any conversion of such 2016-1 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-4 Loans. 2016-1 Term B-5 Borrowing shall mean a borrowing consisting of 2016-1 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1Term B-5 Lenders pursuant to Section 2.1(b). 2016-1 Term B-5 Commitment shall means any Exchange 2016-1 Term B-5 Commitment or Additional 2016-1Term B-5 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-5 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-5 Commitments on the Amendment No. 1 (B-5) Effective Date 2016-1 Term B-5 Loan shall mean any Exchange 2016-1Term B-5 Commitment or Additional 2016-1 Term B-5 Commitment. 2016-1 Term B-5 Maturity Date shall mean December 21, 2022 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-5 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-5 Loans with the proceeds of, or any conversion of such 2016-1 Term B-5 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-5 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-5 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-5 Loans. AB LLC shall have the meaning set forth in the Preamble hereto. ABL Agent shall mean Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility Documentation, or any successor agent or under the ABL Facility Documentation. ABL Credit Agreement shall mean the Credit Agreement, dated as of Original Closing Date, among the Parent Borrower, the other borrowers party thereto, the guarantors party thereto, Bank of America, N.A., as agent and the lenders and issuing banks from time to time party thereto, as such agreement may be amended, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time. ABL Facility shall mean that credit facility made available to the Parent Borrower and certain of its Affiliates pur

DEFINITIONS from Term Loan Agreement

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGS LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

DEFINITIONS. For purposes of this Agreement the following terms shall have the respective meanings given to them below: AB LLC shall have the meaning set forth in the Preamble hereto. ABL Agent shall mean Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility Documentation, or any successor agent or under the ABL Facility Documentation. ABL Credit Agreement shall mean the Credit Agreement, dated as of Original Closing Date, among the Parent Borrower, the other borrowers party thereto, the guarantors party thereto, Bank of America, N.A., as agent and the lenders and issuing banks from time to time party thereto, as such agreement may be amended, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time. ABL Facility shall mean that credit facility made available to the Parent Borrower and certain of its Affiliates pursuant to the ABL Credit Agreement. ABL Facility Documentation shall mean the ABL Credit Agreement and all security agreements, guarantees, pledge agreements and other agreements or instruments executed in connection therewith, as the same may be amended, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time. ABL Facility Indebtedness shall mean (i) Indebtedness of Holdings, the Parent Borrower or any Restricted Subsidiary outstanding under the ABL Facility Documentation, (ii) any Swap Contract permitted pursuant to Article 10 hereof that is entered into by and between the Parent Borrower or any Restricted Subsidiary and any Person that is a lender under the ABL Credit Agreement or an Affiliate of a lender under the ABL Credit Agreement at the time such Swap Contract is entered into and (iii) any agreement with respect to Cash Management Obligations permitted under Article 10 that is entered into by and between the Parent Borrower or any Restricted Subsidiary and any Person that is a lender under the ABL Credit Agreement or an Affiliate of a lender under the ABL Credit Agreement at the time such agreement is entered into. ABL Intercreditor Agreement shall mean the intercreditor agreement dated the Original Closing Date, among the Agent, the ABL Agent, the Parent Borrower and the Guarantors, substantially in the form attached as Exhibit N-1, as amended as of the Escrow Release Date in a manner reasonably satisfactory to the Agent and as the same may be further amended, amended and restated, supplemented, waived or otherwise modified from time to time in accordance with the terms hereof and thereof. ABL Loans shall have the meaning set forth in the Preamble hereto. Acceptable Price shall have the meaning set forth in Section 2.3(c)(iii) hereto. Acceptance Date shall have the meaning set forth in Section 2.3(c)(ii) hereto. Account shall mean accounts as defined in the UCC, and also shall mean a right to payment of a monetary obligation, whether or not constituting accounts as defined in the UCC, whether or not earned by performance, (a) for property that, has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) arising out of the use of a credit or charge card or information contained on or for use with the card. The term Account includes Health-Care-Insurance Receivables (as defined in the UCC). Accounting Period shall mean, subject to Section 10.10, Holdings four (4) week accounting periods as set forth on Schedule 1.02 hereto. ACH shall mean automated clearing house transfers. Acquisition shall mean, with respect to any Person (a) a purchase of a Controlling interest in, the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of any Store locations or other operating assets of any Person (other than Stores received in an exchange or acquired with the proceeds of a Disposition described in Section 10.5 (q)), in each case, for which the aggregate consideration payable in connection with such acquisition or group of transactions which are part of a common plan is $75,000,000 or more. Additional Refinancing Lender shall mean, at any time, any bank, financial institution or other institutional lender or investor (other than any such bank, financial institution or other institutional lender or investor that is a Lender at such time) that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing A

DEFINITIONS from Amendment

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

DEFINITIONS. For purposes of this Agreement the following terms shall have the respective meanings given to them below: 2016-1 Term B-4 Borrowing shall mean a borrowing consisting of 2016-1 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1 Term B-4 Lenders pursuant to Section 2.1(b). 2016-2 Term B-4 Borrowing shall mean a borrowing consisting of 2016-2 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-2 Term B-4 Lenders pursuant to Section 2.1(b). 2016-1 Term B-4 Commitment shall means any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-2 Term B-4 Commitment shall means any Exchange 2016-2 Term B-4 Commitment or Additional 2016-2 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-4 Commitments on the Amendment No. 1 (B-5) Effective Date. 2016-2 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-2 Term B-4 Commitments on the Amendment No. 5 (2016-2) Effective Date. 2016-1 Term B-4 Loan shall mean any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment. 2016-2 Term B-4 Loan shall mean any Exchange 2016-2 Term B-4 Commitment or Additional 2016-2 Term B-4 Commitment. 2016-1 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-2 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-4 Loans with the proceeds of, or any conversion of such 2016-1 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-4 Loans. 2016-2 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-2 Term B-4 Loans with the proceeds of, or any conversion of such 2016-2 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-2 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-2 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-2 Term B-4 Loans (in each case in clauses (i) and (ii) other than in connection with a Change of Control, an initial public offering, or any acquisition or investment not otherwise permitted hereby). 2016-1 Term B-5 Borrowing shall mean a borrowing consisting of 2016-1 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1Term B-5 Lenders pursuant to Section 2.1(b). 2016-2 Term B-5 Borrowing shall mean a borrowing consisting of 2016-2 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-2 Term B-5 Lenders pursuant to Section 2.1(b). 2016-1 Term B-5 Commitment shall means any Exchange 2016-1 Term B-5 Commitment or Additional 2016-1 Term B-5 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental A

Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2017 (this Agreement), is by and among Virtu Financial, Inc., a Delaware corporation (Parent), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub and, together with Parent, the Acquirer Parties), and KCG Holdings, Inc., a Delaware corporation (the Company and together with Parent and Merger Sub, the Parties and each, a Party).

Definitions. As used in this Agreement the following terms have the meanings indicated: Acceptable Confidentiality Agreement means a confidentiality agreement between the Company and a Person contemplating making a Company Takeover Proposal that contains (i) terms that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement and (ii) a customary standstill provision. Acquirer Disclosure Letter means the disclosure letter of the Acquirer Parties, dated as of the date of this Agreement, and delivered by Parent to the Company concurrently with the execution of this Agreement. Acquirer SEC Documents means all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) filed or furnished with the SEC as required by the SEC to be filed by the Acquirer Parties since January 1, 2015, together with any documents filed during such period by the Acquirer Parties to the SEC on a voluntary basis on Current Reports on Form 8-K. Affiliate means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person. For the avoidance of doubt, neither Jefferies LLC nor any of its Affiliates shall be considered an Affiliate of the Company. Agreement means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. Anti-Bribery Laws means (i) the U.S. Foreign Corrupt Practices Act of 1977; (ii) the UK Bribery Act of 2010; and (iii) all other applicable anti-bribery and anti-corruption Laws, in each case, as amended. Antitrust Laws means the HSR Act and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Applicable Law means any Law applicable to any of the Parties or any of their respective Affiliates, directors, officers, employees, properties or assets. Asset means any asset, property, right, Contract and claim, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person. Board of Directors means the Board of Directors of Parent, Merger Sub, the Company or the Surviving Corporation, as the case may be. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by Law or executive order to close. Capitalization Date means 5:00 p.m., Eastern time, on April 17, 2017. Claim means any legal, administrative or arbitral claim, suit, litigation, dispute, complaint or proceeding or any governmental or regulatory investigation. Code means the Internal Revenue Code of 1986, as amended. Company Business means the business of the Company and its Subsidiaries, as conducted as of the date hereof. Company Capital Stock means, collectively, Company Common Stock and Company Preferred Stock. Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company. Company Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company. Company Common Stock means, collectively, the Company Class A Common Stock and the Company Class B Common Stock. Company Credit Agreement means the Credit Agreement, dated June 5, 2015, among KCG Americas LLC (f/k/a Knight Capital Americas LLC) as borrower, the Company, as guarantor, Bank of America, N.A., as syndication agent, BMO Harris Bank N.A., as administrative agent, and the financial institutions from time to time party thereto, as lenders. Company Disclosure Letter means the disclosure letter of the Company, dated as of the date of this Agreement, and delivered by the Company to Parent concurrently with the execution of this Agreement. Company Material Adverse Effect means any change, effect, event, occurrence, state of facts or development that (1) has a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that in no event shall any of the following be deemed, either alone or in combination, to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Company Material Adverse Effect for purposes of this clause (1): (a) changes in global, national or regional economic or political (including results of elections) conditions (including any outbreak or escalation of hostilities or war or any act of terrorism) or changes in the securities, credit or financial markets; (b) changes after the date hereof adversely and generally