Credit Suisse Securities Uses in Definitions Clause

Definitions from Agreement and Plan of Merger

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

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

Definitions from Agreement and Plan of Merger

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

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

DEFINITIONS from Amendment

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS 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 Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is dated as of March 14, 2017, by and among Beazer Homes USA, Inc., a Delaware corporation (the Company), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the Issuers), on the one hand, and Credit Suisse Securities (USA) LLC, as representative (the Representative) of the several Initial Purchasers (as defined herein), on the other hand.

Definitions. As used in this Agreement, the following terms shall have the following meanings: action shall have the meaning set forth in Section 7(c) hereof. Additional Interest shall have the meaning set forth in Section 4(a) hereof. Advice shall have the meaning set forth in Section 5 hereof. Agreement shall have the meaning set forth in the first introductory paragraph hereto. Applicable Period shall have the meaning set forth in Section 2(b) hereof. Board of Directors shall have the meaning set forth in Section 5 hereof. Business Day shall mean a day that is not a Legal Holiday. Commission shall mean the Securities and Exchange Commission. Company shall have the meaning set forth in the introductory paragraph hereto and shall also include the Companys permitted successors and assigns. day shall mean a calendar day. Delay Period shall have the meaning set forth in Section 5 hereof. Effectiveness Period shall have the meaning set forth in the second paragraph of Section 3(a) hereof. Event Date shall have the meaning set forth in Section 4(b) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Exchange Notes shall have the meaning set forth in Section 2(a) hereof. Exchange Offer shall have the meaning set forth in Section 2(a) hereof. Exchange Offer Registration Statement shall have the meaning set forth in Section 2(a) hereof. FINRA shall have the meaning set forth in Section 5(u) hereof. Guarantors means each of the Persons executing this Agreement on the date hereof listed on Schedule I and each Person who executes and delivers a counterpart of this Agreement hereafter pursuant to Section 10(e) hereof. Holder shall mean any holder of a Registrable Note or Registrable Notes. Indenture shall mean the Indenture, dated as of March 14, 2017, as amended or supplemented from time to time in accordance with the terms thereof, by and among the Company, the Guarantors and U.S. Bank National Association, as trustee. Initial Purchasers means Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., and J.P. Morgan Securities LLC. Initial Shelf Registration Statement shall have the meaning set forth in Section 3(a) hereof. Inspectors shall have the meaning set forth in Section 5(p) hereof. Issue Date shall mean March 14, 2017, the date of original issuance of the Notes. Issuers shall have the meaning set forth in the introductory paragraph hereto. Legal Holiday shall mean a Saturday, a Sunday or a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to remain closed. Liquidated Damages shall have the meaning set forth in Section 4(a) hereof. Losses shall have the meaning set forth in Section 7(a) hereof. Notes shall have the meaning set forth in the second introductory paragraph hereto. Participant shall have the meaning set forth in Section 7(a) hereof. Participating Broker-Dealer shall have the meaning set forth in Section 2(b) hereof. Person shall mean an individual, corporation, partnership, joint venture association, joint stock company, trust, unincorporated limited liability company, government or any agency or political subdivision thereof or any other entity. Private Exchange shall have the meaning set forth in Section 2(b) hereof. Private Exchange Notes shall have the meaning set forth in Section 2(b) hereof. Prospectus shall mean the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all exhibits thereto and material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement shall have the meaning set forth in the second introductory paragraph hereof. Records shall have the meaning set forth in Section 5(p) hereof. Registrable Notes shall mean each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, in each case until (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has become effective under the Securities Act and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance

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 Purchase Agreement

This PURCHASE AGREEMENT (this Agreement) dated as of October 27, 2016, by and between NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the Company), and QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands (Buyer).

Definitions. As used in this Agreement, the following terms have the following meanings: 1933 Act means the United States Securities Act of 1933. 1934 Act means the United States Securities Exchange Act of 1934. Acceptance Time shall have the meaning set forth in Section 2.01(b). Acceptable Confidentiality Agreement shall have the meaning set forth in Section 5.03(b)(i). Action means any litigation, action, claim, suit, hearing, arbitration, mediation, interference, cancellation, opposition, reexamination, or other proceeding (public or private) by or before, or otherwise involving, any Governmental Authority. Adverse Recommendation Change shall have the meaning set forth in Section 5.03(d). Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the term control (including the correlative terms controlling, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agreement shall have the meaning set forth in the Preamble. Alternative Acquisition Agreement shall have the meaning set forth in Section 5.03(d). Alternative Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person or group (or the stockholders of any Person) other than Buyer and its Subsidiaries and Affiliates (such Person or group (or such stockholders), a Company Third Party) relating to, or that would reasonably be expected to lead to, (i) a transaction or series of transactions pursuant to which any Company Third Party acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the 1934 Act) of more than 20% of the outstanding Shares or other equity securities of the Company (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of the Company, including pursuant to a stock purchase, merger, consolidation, tender offer, share exchange or other transaction involving the Company or any of its Subsidiaries, (ii) any transaction pursuant to which any Company Third Party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the outstanding equity securities of Subsidiaries of the Company and any entity surviving any merger or combination including any of them) of the Company or its Subsidiaries representing 20% or more of the revenues, net income or assets (in each case, on a consolidated basis) of the Company and its Subsidiaries, taken as a whole or (iii) other than transactions that have been disclosed by the Company prior to the date of this Agreement, any disposition of assets representing 20% or more of the revenues, net income or assets (in each case, on a consolidated basis) of the Company and its Subsidiaries, taken as a whole. Anti-Corruption Laws means any Law for the prevention or punishment of public or commercial corruption and bribery, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act 2010, and any applicable anti-corruption Law of any other jurisdiction. Anti-Takeover Measure shall have the meaning set forth in Section 3.25. Antitrust Investigation shall have the meaning set forth in Section 7.01(c). Antitrust Laws means the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act, the EU Merger Regulation and any other applicable Laws relating to antitrust or competition regulation that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including such Laws of any jurisdiction other than the United States or the European Union. Asset Sale shall have the meaning set forth in Section 2.04(a)(ii). Asset Sale Agreement means the agreement between Buyer and the Company substantially in the form set forth in Exhibit A attached hereto, with such changes as may be agreed by Buyer and the Company. Asset Sale Documentation shall have the meaning set forth in Section 2.07(b). Asset Sale Resolutions means the resolutions described in Section 2.04(a)(ii) and Section 2.04(a)(iii). Asset Sale Threshold shall have the meaning set forth in Section 2.04(a)(ii). Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in Amsterdam, The Netherlands or New York, New York, United States are authorized or required by applicable Law to close. Buyer shall have the meaning set forth in the Preamble. Buyer Directors shall have the meaning set forth in Section 2.05(a). Buyer Material Adverse Effect means any Effect that prevents, materially impedes or materially delays the ability of Buyer to perform its obl

Definitions from Mortgage Note

SERIES 2016-1 SUPPLEMENT, dated as of October 18, 2016 (the Series 2016-1 Supplement), among STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC (each an Issuer and together, the Issuers) and the Indenture Trustee.

Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture or in the Property Management Agreement, as applicable. Accrual Period: With respect to the Series 2016-1 Notes and any Payment Date, the period from and including the immediately preceding Payment Date (or, with respect to the initial Accrual Period, from and including the Series Closing Date) to, but excluding, such Payment Date. Allocated Loan Amount: As defined in the Property Management Agreement. Anticipated Repayment Date: With respect to the Series 2016-1 Class A-1 (2016) Notes, the Payment Date occurring in October 2026 and with respect to the Series 2016-1 Class A-2 (2017) Notes and the Series 2016-1 Class B Notes, the Payment Date occurring in April 2027. Class A-2 (2017) Reissuance Date: The date upon which STORE Capital or its affiliate sells the Series 2016-1 Class A-2 (2017) Notes to unaffiliated third-party investors; provided, that if the Series 2016-1 Class A-2 (2017) Notes are not sold to a third-party investor by December 31, 2017, they may be returned to the Issuers for cancellation in accordance with Section 2.04 of this Series 2016-1 Supplement. Class A-2 (2017) Reissuance: As defined in Section 2.04 hereof. Collateral Defect: As defined in the Property Management Agreement. Controlling Party: With respect to the Series 2016-1 Notes, the Series 2016-1 Class A Noteholders (excluding STORE Capital or any of its Affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2016-1 Class A Notes Outstanding (excluding any Notes held by STORE Capital or any of its Affiliates), or, if such Series 2016-1 Class A Notes have been paid in full, the Series 2016-1 Class B Noteholders (excluding STORE Capital or any of its Affiliates) representing in the aggregate more than 50% of the Outstanding Principal Balance of the Series 2016-1 Class B Notes Outstanding. Early Amortization Period: With respect to the Series 2016-1 Notes, (a) as defined in the Indenture and (b) in the event that the Issuers do not repay the Outstanding Principal Balance of the Series 2016-1 Notes in full on or prior to the applicable Anticipated Repayment Date. Guaranty: With respect to the Series 2016-1 Notes, the Guaranty, dated as of August 23, 2012, by STORE Capital in favor of the Indenture Trustee and the Collateral Agent, for the benefit of the Noteholders, as may be amended or restated from time to time. Indenture: With respect to the Series 2016-1 Notes, the Fifth Amended and Restated Master Indenture, dated as of October 18, 2016, as supplemented by the Series 2012-1 Supplement, the Series 2013-1 Supplement, the Series 2013-2 Supplement, the Series 2013-3 Supplement, the Series 2014-1 Supplement, the Series 2015-1 Supplement, this Series 2016-1 Supplement and any other Series Supplement, as applicable. Indenture Trustee Fee Rate: With respect to the Series 2016-1 Notes and the Series 2015-1 Notes, 0.0085%. With respect to the Series 2014-1 Notes, 0.0095%. With respect to the Series 2012-1 Notes, the Series 2013-1 Notes, the Series 2013-2 Notes and the Series 2013-3 Notes, 0.0065%. Initial Purchaser: Each of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Goldman, Sachs & Co. IRB Hybrid Lease: The Hybrid Lease set forth on Schedule I-A hereto corresponding to HealthRidge Fitness Center, as tenant. Issuer Interests: The limited liability company interests of STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC and STORE Master Funding VII, LLC. Issuer Member: With respect to the Series 2016-1 Notes, STORE Capital Acquisitions, LLC. Limited Liability Company Agreement: (i) The Second Amended and Restated Limited Liability Company Agreement of STORE Master Funding I, LLC, dated as of November 14, 2013; (ii) the Third Amended and Restated Limited Liability Company Agreement of STORE Master Funding II, LLC, dated as of November 14, 2013, (iii) the Second Amended and Restated Limited Liability Company Agreement of STORE Master Funding III, LLC, dated as of November 14, 2013, (iv) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding IV, LLC, dated as of November 14, 2013, (v) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding V, LLC, dated as of April 28, 2014, (vi) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding VI, LLC, dated as of April 15, 2015, and (vii) the Amended and Restated Limited Liability Company Agreement of STORE Master Funding VII, dated as of October 13, 2016, LLC, each as may be amended or restated from time to time. Make Whole Amount: With respect to the Series 2016-1 Notes and any Payment Date (I) upon which any Unscheduled Principal Payment related to any Third-Party Option Price received as a result of a Third Par

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is dated as of September 30, 2016, by and among Beazer Homes USA, Inc., a Delaware corporation (the Company), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the Issuers), on the one hand, and Credit Suisse Securities (USA) LLC, as representative (the Representative) of the several Initial Purchasers (as defined herein), on the other hand.

Definitions. As used in this Agreement, the following terms shall have the following meanings: action shall have the meaning set forth in Section 7(c) hereof. Additional Interest shall have the meaning set forth in Section 4(a) hereof. Advice shall have the meaning set forth in Section 5 hereof. Agreement shall have the meaning set forth in the first introductory paragraph hereto. Applicable Period shall have the meaning set forth in Section 2(b) hereof. Board of Directors shall have the meaning set forth in Section 5 hereof. Business Day shall mean a day that is not a Legal Holiday. Commission shall mean the Securities and Exchange Commission. Company shall have the meaning set forth in the introductory paragraph hereto and shall also include the Companys permitted successors and assigns. day shall mean a calendar day. Delay Period shall have the meaning set forth in Section 5 hereof. Effectiveness Period shall have the meaning set forth in the second paragraph of Section 3(a) hereof. Event Date shall have the meaning set forth in Section 4(b) hereof. Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. Exchange Notes shall have the meaning set forth in Section 2(a) hereof. Exchange Offer shall have the meaning set forth in Section 2(a) hereof. Exchange Offer Registration Statement shall have the meaning set forth in Section 2(a) hereof. FINRA shall have the meaning set forth in Section 5(u) hereof. Guarantors means each of the Persons executing this Agreement on the date hereof listed on Schedule I and each Person who executes and delivers a counterpart of this Agreement hereafter pursuant to Section 10(e) hereof. Holder shall mean any holder of a Registrable Note or Registrable Notes. Indenture shall mean the Indenture, dated as of September 21, 2016, as supplemented by that certain First Supplemental Indenture, dated as of the date hereof (the First Supplemental Indenture), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee. Initial Purchasers means Credit Suisse Securities (USA) LLC; Goldman, Sachs & Co.; and Deutsche Bank Securities Inc.. Initial Shelf Registration Statement shall have the meaning set forth in Section 3(a) hereof. Inspectors shall have the meaning set forth in Section 5(p) hereof. Issue Date shall mean September 21, 2016, the date of original issuance of the Existing Notes. Issuers shall have the meaning set forth in the introductory paragraph hereto. Legal Holiday shall mean a Saturday, a Sunday or a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to remain closed. Liquidated Damages shall have the meaning set forth in Section 4(a) hereof. Losses shall have the meaning set forth in Section 7(a) hereof. Notes shall have the meaning set forth in the second introductory paragraph hereto. Participant shall have the meaning set forth in Section 7(a) hereof. Participating Broker-Dealer shall have the meaning set forth in Section 2(b) hereof. Person shall mean an individual, corporation, partnership, joint venture association, joint stock company, trust, unincorporated limited liability company, government or any agency or political subdivision thereof or any other entity. Private Exchange shall have the meaning set forth in Section 2(b) hereof. Private Exchange Notes shall have the meaning set forth in Section 2(b) hereof. Prospectus shall mean the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all exhibits thereto and material incorporated by reference or deemed to be incorporated by reference in such Prospectus. Purchase Agreement shall have the meaning set forth in the second introductory paragraph hereof. Records shall have the meaning set forth in Section 5(p) hereof. Registrable Notes shall mean each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, in each case until (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has become effective under the Securities Act and such Note, Exchange Note or such Private Exchange Note, as the case may be, has