Blackstone Group Uses in Definitions Clause

Definitions from Preferred Stock Purchase Agreement

This PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 28, 2017 (this Agreement), is entered into by and among CARRIZO OIL & GAS, INC., a Texas corporation (the Company), and the purchasers set forth in Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate shall have the meaning ascribed to it, on the date hereof, in Rule 405 under the Securities Act. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. (organization) values">Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of the Purchasers or their Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., other than with respect to Section 6.01 and Section 8.10; and (ii) any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of the Purchasers. Agreement has the meaning specified in the introductory paragraph of this Agreement. Amended Credit Agreement has the meaning specified in the Recitals. Anti-Corruption Law has the meaning specified in Section 3.25. Appraiser has the meaning specified in Section 2.03. Board of Directors means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close. Closing has the meaning specified in Section 2.02(a). Closing Date has the meaning specified in Section 2.02(a). Code means the Internal Revenue Code of 1986, as amended. Commission means the United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.01 per share. Company has the meaning specified in the introductory paragraph of this Agreement. Company Group Subsidiaries means all of the Subsidiaries of the Company. Company Related Parties has the meaning specified in Section 6.02. Company SEC Documents has the meaning specified in Section 3.03. Confidentiality Agreement means the Amended and Restated Confidentiality Agreement, dated as of June 5, 2017, between the Company and GSO. Control mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. The terms Controlled and Controlling shall have correlative meanings Credit Agreement means that certain Credit Agreement, dated as of January 27, 2011, by and among the Company, BNP Paribas, as Administrative Agent, Credit Agricole Corporate and Investment Bank and Royal Bank of Canada, as Co-Syndication Agents, Capital One, N.A. and Compass Bank, as Co-Documentation Agents, BNP Paribas Securities Corp. as Sole Lead Arranger and Sole Bookrunner, and the Lenders party thereto, as amended from time to time. CRZO Entities means the Company and the Company Group Subsidiaries, collectively. Environmental Law means any Law relating to the prevention of pollution or protection of the environment or imposing legally enforceable liability or standards of conduct concerning any Hazardous Materials. Equity Offering means any underwritten public offering of at least 10,000,000 shares of Common Stock by the Company. ERISA has the meaning specified in Section 3.24. ERISA-Subject Plan has the meaning specified in Section 3.24. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. FCPA has the meaning specified in Section 3.25. Funding Obligation means an amount equal to the Purchase Price multiplied by the number of Purchased Shares to be purchased by a Purchaser on the Closing Date, as set forth opposite such Purchasers name on Schedule A. GAAP means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements. Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the CRZO Entities or any of their respective Properties. GSO means GSO Capital Partners LP, a Delaware limited partnership

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement), is entered into on January 12, 2017 (the Effective Date), by and among Sanchez Energy Corporation, a Delaware corporation (SN); SN UR Holdings, LLC, a Delaware limited liability company (SN GP Member) SN EF UnSub Holdings, LLC, a Delaware limited liability company (Common Unit Purchaser); SN EF UnSub, LP, a Delaware limited partnership (the Partnership); SN EF UnSub GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner); GSO ST Holdings Associates LLC, a Delaware limited liability company (GSO Associates); and GSO ST Holdings LP, a Delaware limited partnership (Preferred Unit Purchaser and, together with Common Unit Purchaser, collectively, the Purchasers). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in accordance with Article I.

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquired Properties means the properties, assets and rights to be acquired, directly or indirectly, by the Partnership from Anadarko at the Closing (as such term is defined in the APC/KM PSA) pursuant to the UnSub Assignment (as such term is defined in the APC/KM PSA) in the form attached as Exhibit C-2 to the APC/KM PSA. Affiliate of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person. For purposes of this Agreement, (i) The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. (organization) values">Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. shall not be considered or otherwise deemed to be an Affiliate of GSO or its Affiliates that are part of the credit-related businesses of The Blackstone Group L.P., but any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates within the credit-related businesses of The Blackstone Group L.P. shall constitute an Affiliate of GSO, and (ii) none of GSO or its Affiliates or any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates shall constitute an Affiliate of the Partnership or the General Partner. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Anadarko means Anadarko Onshore and Kerr-McGee Oil and Gas Onshore LP, a Delaware limited partnership. Anadarko Closing means the issuance and sale of the Common Units and the Preferred Units to the Common Unit Purchaser and the Preferred Unit Purchaser, respectively, in consideration for the Common Unit Funding Amount and the Preferred Unit Anadarko Funding Amount, respectively, in accordance with Section 2.01(a). Anadarko Closing Date means the date that is the Closing Date, as such term is defined in the APC/KM PSA. Anadarko Onshore means Anadarko E&P Onshore LLC, a Delaware limited liability company. APC/KM PSA means that certain Purchase and Sale Agreement among Anadarko E&P Onshore LLC, Kerr-McGee Oil and Gas Onshore LP, SN Maverick, the Partnership and Blackstone Newco, dated January 12, 2017, an executed copy of which is attached as Exhibit F hereto. Basic Documents means, collectively, this Agreement, the Partnership Agreement, the GP LLC Agreement, the APC/KM PSA, the [redacted] PSA if such document is executed, the Management Services Agreement, the Joint Development Agreement, the Hydrocarbons Marketing Agreement, the Warrant Agreement, the Registration Rights Agreement, the Equity Commitment Letters, the SN Letter Agreement, the definitive documents relating to the Credit Facility and the Senior Debt, if any, the Voting Agreement, the Non-Solicitation Agreement and the Drilling Commitment Agreement. Blackstone means The Blackstone Group, L.P. and all private equity funds, portfolio companies, parallel investment entities, and alternative investment entities owned, managed, or Controlled by The Blackstone Group, L.P. or its Affiliates that are not part of the credit-related businesses of The Blackstone Group L.P. Blackstone Newco means Aguila Production, LLC, a Delaware limited liability company. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in Houston, Texas. Buyer Party and Buyer Parties have the meaning set forth in the APC/KM PSA. Citi means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America Inc. and/or any of their Affiliates. Class A Common Interests has the meaning assigned to such term in Section 2.01(b). Class B Common Interests has the meaning assigned to such term in Section 2.01(b). Closing Notice means a written notice prepared and delivered by SN to the Preferred Unit Purchaser not less than thirteen (13) Business Days prior to the Anadarko Closing Date, which notice shall specify (i) if there will be Separate Closings, the Preferred Unit Anadarko Funding Amount in the Anadarko Closing that occurs in a Separate Closing (which amount shall be $500.0 million) and shall include wiring instructions for receipt of such Preferred Unit Anadarko Funding Amount and (ii) if there will be a Dual Closing, the Preferred Unit Anadarko Funding Amount in such Dual Closing and the Preferred Unit [redacted] Funding Amount in such Dual Closing (which combined amount shall be determined by SN, but shall not exceed $800.0 million and shall not be less than $700.0 million) and shall include wiring instructions for receipt of the Preferred Unit Anadarko Funding Amount and the Preferred Unit [redacted] Funding Amount, and in all cases, the Closing Notice shall be subject to deemed adjustment with respect to any Initial Debt Replacement Units in accordance with Secti

Definitions from Employee Matters Agreement

This Employee Matters Agreement (this Agreement) is dated as of October 1, 2015, by and among (i) The Blackstone Group L.P., a Delaware limited partnership (BX), (ii) Blackstone Holdings I L.P., a Delaware limited partnership (Blackstone Holdings and together with BX, collectively, the Blackstone Parties), (iii) New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Blackstone Holdings (Original PJT GP), (iv) PJT Partners Inc., a Delaware corporation (PJT HoldCo), (v) PJT Partners Holdings LP (PJT LP), a Delaware limited partnership wholly-owned by Blackstone Holdings and certain of its Affiliates (as limited partners) and Original PJT GP (as general partner), (vi) PJT Capital LP, a Delaware limited partnership (PJTC), and (vii) PJT Management, LLC, a Delaware limited liability company and the general partner of the PJTC (PJTM). Each of the Blackstone Group and the PJT Group (as defined in the Separation Agreement) are sometimes referred to herein a

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Separation Agreement and the following terms shall have the following meanings: Agreement has the meaning set forth in the preamble. Benefit Arrangement means, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not employee benefit plans (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, bonuses, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit, relocation or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers compensation plans, policies, programs and arrangements. Blackstone Benefit Arrangement means any Benefit Arrangement sponsored, maintained or contributed to by any member of the Blackstone Group or any ERISA Affiliate thereof. Blackstone Bonus Deferral Plan means the Sixth Amended and Blackstone Group (organization) values">Restated Blackstone Group Bonus Deferral Plan (including, as applicable to prior years awards, the prior versions of such Bonus Deferral Plan). Blackstone Common Unit means an issued and outstanding common unit representing a limited partner interest of BX. Blackstone Common Unitholder means a holder of Blackstone Common Units. Blackstone Equity Award means an equity award granted by BX or Blackstone Holdings under the Blackstone Bonus Deferral Plan or the Blackstone Equity Incentive Plan. Blackstone Equity Incentive Plan means the Blackstone Group Amended and Restated 2007 Equity Incentive Plan (organization) values">Blackstone Group Amended and Restated 2007 Equity Incentive Plan, as amended. Blackstone Holdings has the meaning set forth in the preamble. Blackstone Holdings Units means the issued and outstanding common units of Blackstone Holdings. Blackstone Parties has the meaning set forth in the preamble. Blackstone Post-Distribution Value means the closing per unit price of Blackstone Common Units on the Closing Date. Blackstone Pre-Distribution Value means the closing per unit price of Blackstone Common Units on the Trading Day immediately preceding the Distribution Date. Blackstone Reimbursement Account Plan has the meaning set forth in Section 4.2. Blackstone Savings Plan means The Blackstone Group 401(k) Savings Plan. Blackstone VWAP means, for any specified period, the volume weighted average per share price of Blackstone Common Units trading on the NYSE. Blackstone Welfare Plans means any employee welfare benefit plan maintained by BX or any member of the Blackstone Group and in which PJT Personnel participate. Board has the meaning set forth in the recitals. BX has the meaning set forth in the preamble. Code means the United States Internal Revenue Code of 1986 (or any successor statute), as amended from time to time. Converted Blackstone Award has the meaning set forth in Section 5.1(a). Converted Blackstone Award Post-Separation Value means, during the True-Up Measurement Period (or, if applicable, a designated period within such True-Up Measurement Period), the sum of (x) the product of (i) the Blackstone VWAP during such period and (ii) the number of shares of Blackstone Common Units or Blackstone Holdings Units, as applicable, that were subject to a Converted Blackstone Award immediately prior to its conversion into a Replacement Award and (y) the product of (i) the PJT VWAP during such period and (ii) the number of shares of PJT Class A Shares that would have been distributed in respect of such Converted Blackstone Award if the Blackstone Common Units or Blackstone Holdings Units underlying such Converted Blackstone Award has been issued and outstanding as of the Effective Time. Employment Tax Return means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated Employment Tax) required to be supplied to, or filed with, a Tax authority in connection with the determination, assessment or collection of any Employment Tax or the administration of any laws, regulations or administrative requirements relating to any Employment Tax (whether or not a payment is required to be made with respect to such filing). Employment Taxes means any federal, state, local or foreign Taxes, charges, fees, duties, levies, imposts, rates or other assessments or obligations imposed on, due or asserted to be due from (i) employees or deemed employees of the Blackstone Group or employees or

Definitions from Form of Employee Matters Agreement

This Employee Matters Agreement (this Agreement) is dated as of , 2015, by and among (i) The Blackstone Group L.P., a Delaware limited partnership (BX), (ii) Blackstone Holdings I L.P., a Delaware limited partnership (Blackstone Holdings and together with BX, collectively, the Blackstone Parties), (iii) New Advisory GP L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Blackstone Holdings (Original PJT GP), (iv) PJT Partners Inc., a Delaware corporation (PJT HoldCo), (v) PJT Partners Holdings LP (PJT LP), a Delaware limited partnership wholly-owned by Blackstone Holdings and certain of its Affiliates (as limited partners) and Original PJT GP (as general partner), (vi) PJT Capital LP, a Delaware limited partnership (PJTC), and (vii) PJT Management, LLC, a Delaware limited liability company and the general partner of the PJTC (PJTM). Each of the Blackstone Group and the PJT Group (as defined in the Separation Agreement) are sometimes referred to herei

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Separation Agreement and the following terms shall have the following meanings: Agreement has the meaning set forth in the preamble. Benefit Arrangement means, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not employee benefit plans (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, bonuses, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit, relocation or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers compensation plans, policies, programs and arrangements. Blackstone Benefit Arrangement means any Benefit Arrangement sponsored, maintained or contributed to by any member of the Blackstone Group or any ERISA Affiliate thereof. Blackstone Bonus Deferral Plan means the Sixth Amended and Blackstone Group (organization) values">Restated Blackstone Group Bonus Deferral Plan (including, as applicable to prior years awards, the prior versions of such Bonus Deferral Plan). Blackstone Common Unit means an issued and outstanding common unit representing a limited partner interest of BX. Blackstone Common Unitholder means a holder of Blackstone Common Units. Blackstone Equity Award means an equity award granted by BX or Blackstone Holdings under the Blackstone Bonus Deferral Plan or the Blackstone Equity Incentive Plan. Blackstone Equity Incentive Plan means the Blackstone Group Amended and Restated 2007 Equity Incentive Plan (organization) values">Blackstone Group Amended and Restated 2007 Equity Incentive Plan, as amended. Blackstone Holdings has the meaning set forth in the preamble. Blackstone Holdings Units means the issued and outstanding common units of Blackstone Holdings. Blackstone Parties has the meaning set forth in the preamble. Blackstone Post-Distribution Value means the closing per unit price of Blackstone Common Units on the Closing Date. Blackstone Pre-Distribution Value means the closing per unit price of Blackstone Common Units on the Trading Day immediately preceding the Distribution Date. Blackstone Reimbursement Account Plan has the meaning set forth in Section 4.2. Blackstone Savings Plan means The Blackstone Group 401(k) Savings Plan. Blackstone VWAP means, for any specified period, the volume weighted average per share price of Blackstone Common Units trading on the NYSE. Blackstone Welfare Plans means any employee welfare benefit plan maintained by BX or any member of the Blackstone Group and in which PJT Personnel participate. Board has the meaning set forth in the recitals. BX has the meaning set forth in the preamble. Code means the United States Internal Revenue Code of 1986 (or any successor statute), as amended from time to time. Converted Blackstone Award has the meaning set forth in Section 5.1(a). Converted Blackstone Award Post-Separation Value means, during the True-Up Measurement Period (or, if applicable, a designated period within such True-Up Measurement Period), the sum of (x) the product of (i) the Blackstone VWAP during such period and (ii) the number of shares of Blackstone Common Units or Blackstone Holdings Units, as applicable, that were subject to a Converted Blackstone Award immediately prior to its conversion into a Replacement Award and (y) the product of (i) the PJT VWAP during such period and (ii) the number of shares of PJT Class A Shares that would have been distributed in respect of such Converted Blackstone Award if the Blackstone Common Units or Blackstone Holdings Units underlying such Converted Blackstone Award has been issued and outstanding as of the Effective Time. Employment Tax Return means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated Employment Tax) required to be supplied to, or filed with, a Tax authority in connection with the determination, assessment or collection of any Employment Tax or the administration of any laws, regulations or administrative requirements relating to any Employment Tax (whether or not a payment is required to be made with respect to such filing). Employment Taxes means any federal, state, local or foreign Taxes, charges, fees, duties, levies, imposts, rates or other assessments or obligations imposed on, due or asserted to be due from (i) employees or deemed employees of the Blackstone Group or employees or

Definitions from Award Agreement

THIS MANAGEMENT AWARD AGREEMENT (Agreement) is made as of January , 2013 by and between Travelport Limited, a Bermuda company (Travelport) and (Executive).

Definitions. The terms below shall have the following respective meanings: Affiliate means, when used with respect to a specified Person, any Person which directly or indirectly Controls, is Controlled by or is under common control with such specified Person. Agreement has the meaning specified in the Introduction. Board means the board of directors of Travelport (or, if applicable, any committee of the Board). Cause shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then Cause shall mean (A) Executives failure substantially to perform Executives duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of ten (10) days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executives employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executives duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executives duties to the Company, (C) an act or acts on Executives part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executives willful malfeasance or willful misconduct in connection with Executives duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executives breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement. Change in Control shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Affiliates), or otherwise) as a result of which (i) any Person, other than any Permitted Holders, is or becomes the beneficial owner, directly or indirectly, of securities of Travelport (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 50% or more of the combined voting power of Travelports then outstanding securities or (ii) all or substantially all of the assets of Travelport, taken as a whole, are sold by lease, license, sale or otherwise. Company has the meaning specified in the Recitals. Constructive Termination shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then Constructive Termination means (A) any material reduction in Executives base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of any Company to pay compensation or benefits when due, in each case which is not cured within thirty (30) days following the Companys receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executives duties and responsibilities as of the date of this Agreement (other than any such diminution primarily attributable to the fact that the Company becomes a subsidiary or affiliate of another company or entity) or (D) the primary business office for Executive being relocated by more than 50 (fifty) miles; provided that any of the events described in clauses (A)-(D) of this definition of Constructive Termination shall constitute a Constructive Termination only if the Company fails to cure such event within thirty (30) days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a Constructive Termination shall cease to exist for an event on the sixtieth (60th) day following the later of its occurrence thereof or Executives knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. Control including the correlative terms Controlling, Controlled by and Under Common Control with means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. Disability shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then Disability shall mean Executive shall have become physically or

Definitions from Award Agreement

THIS MANAGEMENT AWARD AGREEMENT (Agreement) is made as of January , 2013 by and between Travelport Limited, a Bermuda company (Travelport) and <NAME OF EXECUTIVE> (Executive).

Definitions. The terms below shall have the following respective meanings: Affiliate means, when used with respect to a specified Person, any Person which directly or indirectly Controls, is Controlled by or is under common control with such specified Person. Agreement has the meaning specified in the Introduction. Board means the board of directors of Travelport (or, if applicable, any committee of the Board). Cause shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then Cause shall mean (A) Executives failure substantially to perform Executives duties to the Company (other than as a result of total or partial incapacity due to Disability) for a period of ten (10) days following receipt of written notice from any Company by Executive of such failure; provided that it is understood that this clause (A) shall not apply if a Company terminates Executives employment because of dissatisfaction with actions taken by Executive in the good faith performance of Executives duties to the Company, (B) theft or embezzlement of property of the Company or dishonesty in the performance of Executives duties to the Company, (C) an act or acts on Executives part constituting (x) a felony under the laws of the United States or any state thereof or (y) a crime involving moral turpitude, (D) Executives willful malfeasance or willful misconduct in connection with Executives duties or any act or omission which is materially injurious to the financial condition or business reputation of the Company or its Affiliates, or (E) Executives breach of the provisions of any agreed-upon non-compete, non-solicitation or confidentiality provisions agreed to with the Company, including pursuant to this Agreement and pursuant to any employment agreement.1 Change in Control shall mean any transaction or series of related transactions (whether by merger, amalgamation, consolidation or sale or transfer of the equity interests or assets (including stock of its Affiliates), or otherwise) as a result of which (i) any Person, other than any Permitted Holders, is or becomes the beneficial owner, directly or indirectly, of securities of Travelport (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 50% or more of the combined voting power of Travelports then outstanding securities or (ii) all or substantially all of the assets of Travelport, taken as a whole, are sold by lease, license, sale or otherwise. Company has the meaning specified in the Recitals. Constructive Termination shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then Constructive Termination means (A) any material reduction in Executives base salary or annual bonus opportunity (excluding any change in value of equity incentives or a reduction affecting substantially all similarly situated executives), (B) failure of any Company to pay compensation or benefits when due, in each case which is not cured within thirty (30) days following the Companys receipt of written notice from Executive describing the event constituting a Constructive Termination, (C) a material and sustained diminution to Executives duties and responsibilities as of the date of this Agreement (other than any such diminution primarily attributable to the fact that the Company becomes a subsidiary or affiliate of another company or entity) or (D) the primary business office for Executive being relocated by more than 50 (fifty) miles; provided that any of the events described in clauses (A)-(D) of this definition of Constructive Termination shall constitute a Constructive Termination only if the Company fails to cure such event within thirty (30) days after receipt from Executive of written notice of the event which constitutes Constructive Termination; provided further, that a Constructive Termination shall cease to exist for an event on the sixtieth (60th) day following the later of its occurrence thereof or Executives knowledge thereof, unless Executive has given the Company written notice thereof prior to such date. Control including the correlative terms Controlling, Controlled by and Under Common Control with means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. 1 For Wilson, replace with: Cause shall have the meaning assigned such term in any employment agreement entered into between any Company and Executive, provided that if no such employment agreement exists or such term is not defined, then Cause shall mean (A) Executives failure

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of PBF Energy Company LLC, a Delaware limited liability company (the Company), dated and effective as of December 12, 2012 (the Effective Date), is made by and among the Members (as defined herein).

Definitions. As used in this Agreement, the following terms have the following meanings: Act means the Delaware Limited Liability Company Act, as amended. Additional Member means any Person that has been admitted to the Company as a Member pursuant to Section 7.5 by virtue of having received its Membership Interest from the Company and not from any other Member or Assignee. Adjusted Capital Account means the Capital Account maintained for each Member as of the end of each Fiscal Year of the Company, (a) increased by any amounts that such Member is obligated to restore under the standards set by Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such Fiscal Year, are reasonably expected to be allocated to such Member in subsequent years under Section 706(d) of the Code and Treasury Regulations Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such Fiscal Year, are reasonably expected to be made to such Member in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Members Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 5.1(b)(i) or Section 5.1(b)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Section 3.4(d)(i) or Section 3.4(d)(ii). Affiliate means, with respect to any Person, any Person directly or indirectly through one or more intermediaries, Controlling, Controlled by or under common Control with such Person. For purposes of this Agreement, none of the Blackstone Group or the First Reserve Group or any of their Affiliates shall be considered an Affiliate of any other member of the Company or any of its Subsidiaries. Agreed Value of any Contributed Property means the Fair Market Value of such property or other consideration at the time of contribution as determined by the Managing Member, without taking into account any liabilities to which such Contributed Property was subject at such time. The Managing Member shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Company in a single transaction or series of related transactions among each separate property on a basis proportional to the fair market value of each Contributed Property. Agreement has the meaning set forth in the preamble of this Agreement. Assignee means any Transferee to which a Member or another Assignee has Transferred all or a portion of its interest in the Company in accordance with the terms of this Agreement, but that is not admitted to the Company as a Member. Assumed Tax Rate means, for any taxable year, the highest marginal effective rate of federal, state and local income tax applicable to an individual resident in New York, New York (or, if higher, a corporation doing business in New York, New York), taking into account any allowable deductions in respect of such state and local taxes in computing a Members liability for federal income tax; provided that the Assumed Tax Rate for ordinary income initially will be set at 45 percent, as adjusted by decision of the Managing Member; and provided further that the Assumed Tax Rate for ordinary income shall be recalculated at any time that the applicable tax rates change. Bankruptcy means, with respect to any Person, (a) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (b) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Persons consent or acquiesc

Definitions from Agreement

This STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, the Agreement), dated as of December 12, 2012, is entered into by and among PBF Energy Inc. (the Company), a Delaware corporation, and each of the other parties identified on the signature pages hereto (together with their Restricted Transferees, the Investor Parties).

Definitions. Capitalized terms used herein shall have the following meanings: Affiliate shall mean, with respect to any Person, an affiliate as defined in Rule 405 of the regulations promulgated under the Securities Act. Affiliated Investor means, with respect to any Investor Party, any investment fund or holding company that is directly or indirectly managed or advised by the primary manager or advisor of such Investor Party or any of its Affiliates or any other Person who or which is otherwise an Affiliate of such Investor Party (other than the Company and its Subsidiaries). Agreement shall have the meaning set forth in the Preamble. Authorized Recipients shall have the meaning set forth in Section 3.4. beneficially own shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Blackstone Group shall mean the entities listed on the signature pages hereto under the heading Blackstone Group and their respective Restricted Transferees and permitted assigns. Board shall mean the board of directors of the Company. Class A Common Stock shall have the meaning set forth in the Recitals. Class B Common Stock shall have the meaning set forth in the Recitals. Closing Date shall mean the date of completion of the IPO. Confidential Information shall have the meaning set forth in Section 3.4. Company shall have the meaning set forth in the Preamble. Director shall mean any member of the Board. First Reserve Group shall mean the entities listed on the signature pages hereto under the heading First Reserve Group and their respective Restricted Transferees and permitted assigns. Investor Parties shall have the meaning set forth in the Preamble. IPO shall have the meaning set forth in the Recitals. Person shall mean any individual, corporation, partnership, trust, joint stock company, business trust, unincorporated association, joint venture or other entity of any nature whatsoever. Qualified Investor Party shall have the meaning set forth in Section 3.1. Representatives shall mean, with respect to any Qualified Investor Party, such Qualified Investor Partys and its Affiliates respective directors, managers, officers, partners, members, principals, employees, professional advisors and agents. Restricted Transferee shall mean, with respect to any Person, an Affiliated Investor of such Person, who or which agrees to become party to, and to be bound to the same extent as its transferor by the terms of, this Agreement. Securities Act shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto. Sponsor Group shall mean the Blackstone Group or the First Reserve Group. Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity. VCOC Investor shall have the meaning set forth in Section 3.3.

Definitions from Agreement

This STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, the Agreement), dated as of [] [], 2012, is entered into by and among PBF Energy Inc. (the Company), a Delaware corporation, and each of the other parties identified on the signature pages hereto (together with their Restricted Transferees, the Investor Parties).

Definitions. Capitalized terms used herein shall have the following meanings: Affiliate shall mean, with respect to any Person, an affiliate as defined in Rule 405 of the regulations promulgated under the Securities Act. Affiliated Investor means, with respect to any Investor Party, any investment fund or holding company that is directly or indirectly managed or advised by the primary manager or advisor of such Investor Party or any of its Affiliates or any other Person who or which is otherwise an Affiliate of such Investor Party (other than the Company and its Subsidiaries). Agreement shall have the meaning set forth in the Preamble. Authorized Recipients shall have the meaning set forth in Section 3.4. beneficially own shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. Blackstone Group shall mean the entities listed on the signature pages hereto under the heading Blackstone Group and their respective Restricted Transferees and permitted assigns. Board shall mean the board of directors of the Company. Class A Common Stock shall have the meaning set forth in the Recitals. Class B Common Stock shall have the meaning set forth in the Recitals. Closing Date shall have the meaning set forth in the Recitals. Confidential Information shall have the meaning set forth in Section 3.4. Company shall have the meaning set forth in the Preamble. Director shall mean any member of the Board. First Reserve Group shall mean the entities listed on the signature pages hereto under the heading First Reserve Group and their respective Restricted Transferees and permitted assigns. Investor Parties shall have the meaning set forth in the Preamble. IPO shall have the meaning set forth in the Recitals. Person shall mean any individual, corporation, partnership, trust, joint stock company, business trust, unincorporated association, joint venture or other entity of any nature whatsoever. Qualified Investor Party shall have the meaning set forth in Section 3.1. Representatives shall mean, with respect to any Qualified Investor Party, such Qualified Investor Partys and its Affiliates respective directors, managers, officers, partners, members, principals, employees, professional advisors and agents. Restricted Transferee shall mean, with respect to any Person, an Affiliated Investor of such Person, who or which agrees to become party to, and to be bound to the same extent as its transferor by the terms of, this Agreement. Securities Act shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto. Sponsor Group shall mean the Blackstone Group or the First Reserve Group. Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity. VCOC Investor shall have the meaning set forth in Section 3.3.

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of PBF Energy Company LLC, a Delaware limited liability company (the Company), dated and effective as of [ ], 2012 (the Effective Date), is made by and among the Members (as defined herein).

Definitions. As used in this Agreement, the following terms have the following meanings: Act means the Delaware Limited Liability Company Act, as amended. Additional Member means any Person that has been admitted to the Company as a Member pursuant to Section 7.5 by virtue of having received its Membership Interest from the Company and not from any other Member or Assignee. Adjusted Capital Account means the Capital Account maintained for each Member as of the end of each Fiscal Year of the Company, (a) increased by any amounts that such Member is obligated to restore under the standards set by Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such Fiscal Year, are reasonably expected to be allocated to such Member in subsequent years under Section 706(d) of the Code and Treasury Regulations Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such Fiscal Year, are reasonably expected to be made to such Member in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Members Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 5.1(b)(i) or Section 5.1(b)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Property means any property the Carrying Value of which has been adjusted pursuant to Section 3.4(d)(i) or Section 3.4(d)(ii). Affiliate means, with respect to any Person, any Person directly or indirectly through one or more intermediaries, Controlling, Controlled by or under common Control with such Person. For purposes of this Agreement, none of the Blackstone Group or the First Reserve Group or any of their Affiliates shall be considered an Affiliate of any other member of the Company or any of its Subsidiaries. Agreed Value of any Contributed Property means the Fair Market Value of such property or other consideration at the time of contribution as determined by the Managing Member, without taking into account any liabilities to which such Contributed Property was subject at such time. The Managing Member shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Company in a single transaction or series of related transactions among each separate property on a basis proportional to the fair market value of each Contributed Property. Agreement has the meaning set forth in the preamble of this Agreement. Assignee means any Transferee to which a Member or another Assignee has Transferred all or a portion of its interest in the Company in accordance with the terms of this Agreement, but that is not admitted to the Company as a Member. Assumed Tax Rate means, for any taxable year, the highest marginal effective rate of federal, state and local income tax applicable to an individual resident in New York, New York (or, if higher, a corporation doing business in New York, New York), taking into account any allowable deductions in respect of such state and local taxes in computing a Members liability for federal income tax; provided that the Assumed Tax Rate for ordinary income initially will be set at 45 percent, as adjusted by decision of the Managing Member; and provided further that the Assumed Tax Rate for ordinary income shall be recalculated at any time that the applicable tax rates change. Bankruptcy means, with respect to any Person, (a) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (b) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Persons consent or acquiesc