Barclays Bank PLC Uses in Definitions Clause

Definitions from Supplemental Indenture

THIRTEENTH SUPPLEMENTAL INDENTURE (this Thirteenth Supplemental Indenture), dated as of July 10, 2017, between Fidelity National Information Services, Inc., a Georgia corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to this Indenture, herein, hereof and hereunder and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Thirteenth Supplemental Indenture. Any references to Article or Section herein shall be a reference to an article or section of this Thirteenth Supplemental Indenture unless expressly specified otherwise. For purposes of this Thirteenth Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture. or euro means the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty establishing the European Community, as amended. Below Investment Grade Rating Event means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency). Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Companys common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Clearstream means Clearstream Banking, S.A. or any successor securities clearing agency. Common Depositary means The Bank of New York Mellon, London Branch. Comparable Government Bond means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a German government bond whose maturity is closest to the maturity of the Notes (assuming for this purpose that the Notes mature on the Par Call Date), or if such Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate. Comparable Government Bond Rate means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London tine) on such Business Day as determined by an Independent Investment Banker. Depositary means, with respect to the Notes, The Bank of New York Mellon, London Branch, as common depositary on behalf of Euroclear and Clearstream, or any successor entity thereto. Euroclear means Euroclear Bank, SA/NV or any successor securities clearing agency. Exchange Act means the Securities Exchange Act of 1934, as amended. Fitch means Fitch Ratings, Inc. and any successor to its rating agency business. ICSDs mean

Definitions from Supplemental Indenture

TWELFTH SUPPLEMENTAL INDENTURE (this Twelfth Supplemental Indenture), dated as of July 10, 2017, between Fidelity National Information Services, Inc., a Georgia corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to this Indenture, herein, hereof and hereunder and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Twelfth Supplemental Indenture. Any references to Article or Section herein shall be a reference to an article or section of this Twelfth Supplemental Indenture unless expressly specified otherwise. For purposes of this Twelfth Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture. or euro means the single currency introduced at the third stage of the European Monetary Union pursuant to the Treaty establishing the European Community, as amended. Below Investment Grade Rating Event means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency). Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Companys common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Clearstream means Clearstream Banking, S.A. or any successor securities clearing agency. Common Depositary means The Bank of New York Mellon, London Branch. Comparable Government Bond means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a German government bond whose maturity is closest to the maturity of the Notes (assuming for this purpose that the Notes mature on the Par Call Date), or if such Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate. Comparable Government Bond Rate means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London tine) on such Business Day as determined by an Independent Investment Banker. Depositary means, with respect to the Notes, The Bank of New York Mellon, London Branch, as common depositary on behalf of Euroclear and Clearstream, or any successor entity thereto. Euroclear means Euroclear Bank, SA/NV or any successor securities clearing agency. Exchange Act means the Securities Exchange Act of 1934, as amended. Fitch means Fitch Ratings, Inc. and any successor to its rating agency business. ICSDs means, togeth

Definitions from Supplemental Indenture

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 26, 2017 (this Supplemental Indenture), is between Allergan Funding SCS (formerly known as Actavis Funding SCS), a limited partnership (societe en commandite simple) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg registered with the Luxembourg Register of Commerce and Companies under number B187.310 (the Company), the Guarantors (as defined in the Base Indenture (as defined below)) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the Trustee).

Definitions. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Base Indenture. The following terms have the meanings given to them in this Section 1: 2021 Notes has the meaning set forth in the Recitals. 2024 Notes has the meaning set forth in the Recitals. 2029 Notes has the meaning set forth in the Recitals. Base Indenture has the meaning set forth in the Recitals. Business Day means any day (1) that is not a Saturday, Sunday or other day on which banking institutions in New York City, London or another place of payment on the Notes are authorized or required by law to close and (2) on which the TARGET2 System, or any successor thereto, is open. Calculation Agent shall initially mean U.S. Bank National Association, or any successor appointed from time to time by the Company acting as calculation agent in respect of the Floating Rate Notes. Comparable Government Bond means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a German government bond whose maturity is closest to the maturity of the applicable series of Notes to be redeemed, or if such Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as such Independent Investment Banker may, with the advice of the Reference Bond Dealers, determine to be appropriate for determining the Comparable Government Bond Rate. Comparable Government Bond Rate means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by the Independent Investment Banker. Clearstream means Clearstream Banking S.A. or any successor securities clearing agency. or euro means the single currency introduced at the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended from time to time. Euroclear means Euroclear Bank SA/NV or any successor securities clearing agency. Floating Rate Notes has the meaning set forth in the Recitals. Global Note means, for each series of Notes, one or more permanent fully-registered global notes in book-entry form, without coupons, deposited with, or on behalf of, the Depositary or its nominee, and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A-1, Exhibit B-1, Exhibit B-2 and Exhibit B-3 attached hereto. Each Global Note is a Global Security within the meaning of the Base Indenture. Indenture has the meaning set forth in the Recitals. Independent Investment Banker means the Reference Bond Dealer appointed by the Company. Notes has the meaning set forth in the Recitals. Reference Bond Dealer means each of Morgan Stanley & Co. International plc, Barclays Bank PLC, HSBC Bank plc and a primary U.S. government securities dealer selected by BNP Paribas that is a primary U.S. government securities dealer in New York, and their respective successors. Remaining Scheduled Payments means, with respect to each Security to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date. TARGET2 System means the Trans-European Automated Real-Time Gross Settlement Express Transfer system. TARGET System Day means any day in which the TARGET2 System, or any successor thereto, is open for business and a day on which commercial banks are open for dealings in euro deposits in the London interbank market. Supplemental Indenture has the meaning set forth in the Preamble.

Definitions from Shareholders Agreement

This AMENDED AND RESTATED SPONSOR SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this Agreement) is made as of [], 2017, by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and assigns, the Company), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the SLP Investor), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the SLP Co-Investor), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Investor), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Co-Investor), Mr. Ajay B. Shah, an individual (Mr. Shah), Krishnan-Shah Family Partners, L.P., Fund No. 1, a California limited partnership (Shah Fund 1), Krishnan-Shah Family Partners, L.P., Fund No. 3, a California l

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Affiliate means, with respect to any Person, any other Person that Controls, is Controlled by, or is under common Control with such Person. The term Control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Controlled and Controlling have meanings correlative to the foregoing. Notwithstanding the foregoing, for purposes of this Agreement, (i) the Company, its Subsidiaries and its other Controlled Affiliates shall not be considered Affiliates of any of the Silver Lake Partners Investors, Silver Lake Sumeru Investors, the Shah Co-Investors or any of such partys Affiliates (other than the Company, its Subsidiaries and its other Controlled Affiliates), (ii) none of the Silver Lake Partners Investors, Silver Lake Sumeru Investors or Shah Co-Investors shall be considered Affiliates of each other, and (iii) except with respect to Section 4.2(a) and Section 7.13, none of the Sponsor Investors shall be considered Affiliates of (A) any portfolio company in which any of the Sponsor Investors or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or (B) any limited partners, non-managing members or other similar direct or indirect investors in any of the Sponsor Investors or their affiliated investment funds. Aggregate Sponsor Ownership means the total number of Shares owned in the aggregate and without duplication by the Sponsors as of the date of such calculation. Amended Credit Agreement means the Amended and Restated Credit Agreement, dated as November 5, 2016, among SMART Worldwide Holdings, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., the lenders party thereto and Barclays Bank PLC, as administrative agent, as it may be amended, supplemented, restated or modified from time to time. Articles means the Amended and Restated Memorandum and Articles of Association of the Company as in effect upon consummation of the Initial Public Offering. beneficial ownership and beneficially own and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act; provided, however that (i) no party hereto shall be deemed to beneficially own any Securities of the Company held by any other party hereto solely by virtue of the provisions of this Agreement (other than this definition) and (ii) with respect to any Securities held by a party hereto that are exercisable for, convertible into or exchangeable for Shares upon delivery of consideration to the Company or any of its Subsidiaries, such Shares shall not be deemed to be beneficially owned by such party unless, until and to the extent such Securities have been exercised, converted or exchanged and such consideration has been delivered by such party to the Company or such Subsidiary. Board means the Board of Directors of the Company. Business Day means a day, other than a Saturday, Sunday or other day on which banks located in New York, New York are authorized or required by law to close. Change in Control means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Securities or assets (including equity securities of the Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section 13(d)(3) of the Exchange Act (other than the Sponsor Investors and their respective Affiliates, any group of which the foregoing are members and any other members of such a group), obtains ownership, directly or indirectly, of (i) Securities that represent more than 50% of the total voting power of the outstanding capital stock of the Company or applicable successor entity or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated pursuant thereto. Demand Registration has the meaning ascribed to such term in the Registration Rights Agreement. Director means any member of the Board. Employee Investors Shareholders Agreement means the Employee Investors Shareholders Agreement, dated as of August 26, 2011, by and among the Company, the Sponsor Investors party thereto and the other signatories thereto, as it may be amended from time to time. Equity Contribution Agreement means the Equity Contribution Agreement, dated as of August 25, 2011, between the Company and the Shah Investors, as it may be amended from time to time. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated pursuant thereto. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations pro

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 Warrant

This certifies that in consideration of value received by the Company (as defined below), receipt of which is hereby acknowledged, []1, a [] [], or its Permitted Warrant Transferees (as defined below), is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at a price per Warrant Share (as defined below) equal to the Exercise Price (as defined below) up to an aggregate of [] ([]) Warrant Shares (subject to adjustment as provided herein), upon surrender of this Warrant at the principal offices of the Company, together with a Subscription Form, a Joinder (in each case as defined below) and simultaneous payment of an amount equal to the product obtained by multiplying the Exercise Price by the number of Warrant Shares so purchased in lawful money of the United States, or by an election to net exercise as set forth in Section 2.5. The Exercise Price and the number and character of Warrant Shares purchasable under this Warrant are subject to adjustment

DEFINITIONS. As used in this Warrant, the following terms shall have the meanings set forth below. Capitalized terms used in this Warrant and not otherwise defined herein shall have their respective meanings set forth in the Investors Shareholders Agreement. Amended Credit Agreement means certain Amended Credit Agreement, dated as of November 5, 2016, by and among SMART Worldwide Holdings, Inc. (as successor in interest to SMART Modular Technologies (Global Holdings), Inc. (f/k/a SMART Modular Technologies (Global Memory Holdings), Inc.), SMART Modular Technologies (Global), Inc., the lenders party thereto and Barclays Bank PLC, as administrative agent, as it may be further amended from time to time. Cayman Court has the meaning set forth in Section 8.4(a). Change of Control Transaction means a transaction or transactions involving (i) the Transfer, in a single transaction or a series of related transactions, of not less than fifty percent (50%) of the outstanding Transferable Shares (which Transferable Shares to be Transferred may include Transferable Shares held by the Management Investors, the Warrant Investors and/or other holders of Transferable Shares required to be Transferred pursuant to Section 3.7 (Drag-Along Rights) of the Investors Shareholders Agreement or analogous obligations) to one (1) or more Persons (other than the Silver Lake Investors or their affiliated investment funds or their respective portfolio companies) or (ii) (A) the sale of all or substantially all of the Companys assets to a Person or Persons (other than the Silver Lake Investors or their affiliated investment funds or their respective portfolio companies) or (B) the merger, amalgamation or consolidation of the Company with another Person or Persons (other than the Silver Lake Investors or their affiliated investment funds or their respective portfolio companies), where, immediately after such merger, amalgamation or consolidation, the Persons beneficially owning Ordinary Shares immediately prior to such merger, amalgamation or consolidation do not beneficially own at least fifty (50%) of the outstanding capital stock of the Person surviving such merger, amalgamation or consolidation. Chosen Court has the meaning set forth in Section 8.4(a). Code has the meaning set forth in Section 7.3(a). Company means SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company. Company shall include, in addition to the Company identified in the preceding sentence, any other entity that succeeds to the Companys obligations under this Warrant, whether by permitted assignment, by merger or consolidation or otherwise. Delaware Court has the meaning set forth in Section 8.4(a). Exercise Price means $0.01 per Warrant Share. The Exercise Price is subject to adjustment as provided herein. Fair Market Value of Ordinary Shares or any other security or property means, at any time of determination, the fair market value thereof as determined by the Board in good faith, except that (i) if the exercise of this Warrant is in connection with and contingent upon the consummation of a Change of Control Transaction, the fair market value of one Warrant Share shall be the fair market value as of the date of the definitive agreement relating to such Change of Control Transaction of consideration to be received in respect of one Ordinary Share in such Change of Control Transaction, as determined by the Board in good faith, (ii) if the exercise of this Warrant is in connection with and contingent upon the consummation of an Initial Public Offering, the fair market value of one Warrant Share shall be the initial offering price to the public in such Initial Public Offering, as set forth on the cover of the final prospectus with respect to such Initial Public Offering, of such number of shares of the Registering Entity as one Ordinary Share would be convertible or exchangeable into at the time of such Initial Public Offering and (iii) if the exercise of this Warrant is in connection with and contingent upon the consummation of a Liquidation, the fair market value of one Warrant Share shall be the fair market value of consideration to be received in respect of one Ordinary Share in such Liquidation, as determined by the Board or the liquidator, as the case may be, in good faith. First Tranche Warrant Shares means, [ ]2 Warrant Shares. Holder means the duly registered holder of this Warrant under the terms and conditions hereof, including any Permitted Warrant Transferee thereof. Investors Shareholders Agreement means the Amended and Restated Investors Shareholders Agreement of the Company, dated as of the date hereof, including all exhibits, annexes and schedules thereto, as amended, supplemented, modified or restated from time to time. Joinder means a duly executed joinder agreement to the Investors Shareholders Agreement in the form attached hereto as Exhibit B. Liquidation means a liquidation or winding up of the Company. Ordinary Shares mean

Definitions from Common Stock Underwriting Agreement

KKR Real Estate Finance Trust Inc., a Maryland corporation (the Company), and KKR Real Estate Finance Manager LLC, a Delaware limited liability company (the Manager), hereby confirm their respective agreements with Wells Fargo Securities, LLC (Wells Fargo) and Morgan Stanley & Co. LLC (Morgan Stanley) and each of the other Underwriters named in Exhibit A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Wells Fargo and Morgan Stanley are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company of a total of 10,250,000 shares (the Initial Securities) of the Companys common stock, par value $0.01 per share (the Common Stock), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 4:30 P.M. (New York City time) on May 4, 2017 or such other time as agreed by the Company and the Representatives. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Financing Agreements means (i) the Uncommitted Master Repurchase Agreement, dated as of October 15, 2015, between KREF Lending II LLC and JPMorgan Chase Bank, National Association, (ii) the Amended and Restated Master Repurchase and Securities Contract, dated as of April 7, 2017, among KREF Lending I LLC and Wells Fargo Bank, National Association, (iii) the Master Repurchase Agreement, dated as of September 30, 2016, among KREF Lending III LLC, KREF Lending III TRS LLC and Goldman Sachs Bank USA, (iv) the Master Repurchase and Securities Contract Agreement, dated as of December 6, 2016, between Morgan Stanley Bank, N.A. and KREF Lending IV LLC, and (v) the Credit Agreement, dated as of May 4, 2017, among KREF Holdings X LLC, KKR Real Estate Finance Holdings L.P. and Barclays Bank PLC, each as amended, supplemented or restated, as of the date hereof, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated as of the date hereof, if applicable. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S-11 (Registration No. 333-217126), as amended (if applicable), including the Rule 430A Information from and after the time that such Rule 430A information is deemed, pursuant to Rule 430A, to be part of and included in the Initial Registration Statement. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit J hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of this Agreement. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 4, 2017 (this Agreement), is made by and among Avantor, Inc., a Delaware corporation (Parent), Vail Acquisition Corp, a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Parent, and VWR Corporation, a Delaware corporation (the Company).

Definitions. For purposes of this Agreement: An affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such first Person. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise; provided, however, that, for purposes of Section 5.02, in no event shall the Parent, Merger Sub or any of their Subsidiaries be considered an affiliate of any direct or indirect portfolio company of any investment fund affiliated with New Mountain Capital, L.L.C. nor shall any direct or indirect portfolio company of any investment fund affiliated with New Mountain Capital, L.L.C. be considered to be an affiliate of the Parent, Merger Sub or any of their subsidiaries. Book-Entry Shares means shares of Company Common Stock not represented by certificates and held in the Direct Registration System. A business day means any day on which the principal offices of the SEC in Washington, D.C., are open to accept filings or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized by Law to close in New York, New York. CFIUS means the Committee on Foreign Investment in the United States. CFIUS Approval means, if CFIUS staff formally or informally requests the Parties to submit a CFIUS Notice, or if Parent or the Company determines it is advisable to submit a CFIUS Notice related to the Transactions contemplated by this Agreement (as set forth in Section 5.02(b)), or if a CFIUS Investigation has commenced for any reason, then Parent and the Company shall have received written notice from CFIUS that its review under the Exon-Florio Amendment of the Transactions has been concluded, and CFIUS shall have determined that there are no unresolved national security concerns with respect to the Transactions, and advised that action under the Exon-Florio Amendment, and any investigation related thereto, has been concluded with respect to the Transactions or CFIUS shall have sent a report to the President of the United States requesting the Presidents decision on the joint voluntary notice submitted by the Company and Parent and either (i) the period under the Exon-Florio Amendment during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated hereby shall have expired without any such action being announced or taken or (ii) the President shall have announced a decision not to take any action to suspend or prohibit the Transactions. CFIUS Investigation means, prior to the Closing, a CFIUS review or investigation of the transactions contemplated by this Agreement under the Exon-Florio Amendment. Company ESPP means the Companys 2014 Employee Stock Purchase Plan as amended or modified in accordance with its terms. Company Material Adverse Effect means any change, event, circumstance, effect or occurrence that (i) has, or would be reasonably expected to have, a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole, or (ii) prevents or materially delays the consummation of the Merger and the other Transactions or the ability of the Company to perform its obligations under this Agreement in any material respect; provided, however, that for purpose of clause (i), none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been a Company Material Adverse Effect: any change, event, circumstance, effect or occurrence that results or arises from (A) general conditions in the industries in which the Company and the Company Subsidiaries operate, (B) general economic or regulatory, legislative or political conditions (or changes therein after the date hereof) or securities, credit, financial or other capital markets conditions (including changes after the date hereof generally in prevailing interest rates, currency exchange rates, credit markets and price levels or trading volumes), in each case in the United States, the European Union or elsewhere in the world in which the Company or the Company Subsidiaries operate, (C) any change or prospective change in applicable Law or GAAP (or interpretation or enforcement thereof), (D) any changes after the date hereof, in geopolitical conditions, the outbreak or escalation of hostilities, any acts or threats of war (whether or not declared), sabotage, terrorism or any epidemics, or any escalation or worsening of any such acts or threat of war (whether or not declared), sabotage, terrorism or any epidemics, (E) any hurricane, tornado, flood, volcano, earthquake or other natural or man-made disas