GSO Capital Partners LP 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. 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. 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 Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of September 1, 2016 (this Agreement) is entered into by and among TITAN ENERGY, LLC, a Delaware limited liability company (the Company), and each of the Persons set forth on Schedule A hereto, including the GSO Holders (as defined below) (the Holders).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, controlling, controlled by and under common control with) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Business Day means any day other than a Saturday, Sunday, any federal holiday or day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Class B Directors has the meaning assigned to such term in the LLC Agreement. Commission means the United States Securities and Exchange Commission. Common Shares has the meaning set forth in the Recitals of this Agreement. Company has the meaning set forth in the introductory paragraph of this Agreement. Effective Date means the date of effectiveness of any Registration Statement. Effectiveness Period has the meaning specified in Section 2.01(a). Emergence Effective Date means the Effective Date as such term is defined in the Plan. 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. GSO means GSO Capital Partners LP. GSO Holder means the Holders identified as GSO Holders on Schedule A hereto and any other any funds, accounts and investment vehicles managed, advised or sub-advised by GSO or its Affiliates, or Affiliates of such funds, accounts and investment vehicles to whom the rights under this Agreement have been transferred pursuant to Section 2.10. Holder Group means a Holder and any other funds, accounts and investment vehicles managed, advised or sub-advised by such Holder or its Affiliates, or Affiliates of such funds, accounts and investment vehicles to whom the rights under this Agreement have been transferred pursuant to Section 2.10. Holders has the meaning set forth in the introductory paragraph of this Agreement. Holder Underwriter Registration Statement has the meaning specified in Section 2.04(q). Included Registrable Securities has the meaning specified in Section 2.02(a). LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time. Losses has the meaning specified in Section 2.08(a). Managing Underwriter means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering. NASDAQ means The Nasdaq Stock Market LLC (and any successor thereto). NYSE means the New York Stock Exchange or the NYSE MKT LLC (and any successor(s) thereto). OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Other Holder has the meaning specified in Section 2.02(a). Outstanding Common Shares means all of the Common Shares issued and outstanding as of the applicable time, and for the avoidance of doubt, excluding any equity securities of the Company subject to vesting or other similar restrictions for which the vesting period or other conditions have not yet been satisfied. Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity. Piggyback Notice has the meaning specified in Section 2.02(a). Piggyback Opt-Out Notice has the meaning specified in Section 2.02(a). Piggyback Registration has the meaning specified in Section 2.02(a). Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Plan means the Joint Prepackaged Chapter 11 Plan of Reorganization of Atlas Resource Partners, L.P., et al. as confirmed on August 26, 2016. Registration means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration. Registrable Securities means the Common Shares issued to a Holder pursuant to the Plan, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02. Registration Expenses has the meaning specified in Section 2.07(a). Registration Statement has the meaning specified in Section 2.01(a). Securities Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Selling Expenses has the meaning specified in Section 2.07(a). Sell

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT, dated as of September 1, 2016 (this Agreement) is entered into by and among TITAN ENERGY, LLC, a Delaware limited liability company (the Company), and each of the Persons set forth on Schedule A hereto, including the GSO Holders (as defined below) (the Holders).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Affiliate means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, controlling, controlled by and under common control with) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Business Day means any day other than a Saturday, Sunday, any federal holiday or day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. Class B Directors has the meaning assigned to such term in the LLC Agreement. Commission means the United States Securities and Exchange Commission. Common Shares has the meaning set forth in the Recitals of this Agreement. Company has the meaning set forth in the introductory paragraph of this Agreement. Effective Date means the date of effectiveness of any Registration Statement. Effectiveness Period has the meaning specified in Section 2.01(a). Emergence Effective Date means the Effective Date as such term is defined in the Plan. 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. GSO means GSO Capital Partners LP. GSO Holder means the Holders identified as GSO Holders on Schedule A hereto and any other any funds, accounts and investment vehicles managed, advised or sub-advised by GSO or its Affiliates, or Affiliates of such funds, accounts and investment vehicles to whom the rights under this Agreement have been transferred pursuant to Section 2.10. Holder Group means a Holder and any other funds, accounts and investment vehicles managed, advised or sub-advised by such Holder or its Affiliates, or Affiliates of such funds, accounts and investment vehicles to whom the rights under this Agreement have been transferred pursuant to Section 2.10. Holders has the meaning set forth in the introductory paragraph of this Agreement. Holder Underwriter Registration Statement has the meaning specified in Section 2.04(q). Included Registrable Securities has the meaning specified in Section 2.02(a). LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time. Losses has the meaning specified in Section 2.08(a). Managing Underwriter means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering. NASDAQ means The Nasdaq Stock Market LLC (and any successor thereto). NYSE means the New York Stock Exchange or the NYSE MKT LLC (and any successor(s) thereto). OTC Bulletin Board means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system. Other Holder has the meaning specified in Section 2.02(a). Outstanding Common Shares means all of the Common Shares issued and outstanding as of the applicable time, and for the avoidance of doubt, excluding any equity securities of the Company subject to vesting or other similar restrictions for which the vesting period or other conditions have not yet been satisfied. Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity. Piggyback Notice has the meaning specified in Section 2.02(a). Piggyback Opt-Out Notice has the meaning specified in Section 2.02(a). Piggyback Registration has the meaning specified in Section 2.02(a). Pink OTC Markets means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. Plan means the Joint Prepackaged Chapter 11 Plan of Reorganization of Atlas Resource Partners, L.P., et al. as confirmed on August 26, 2016. Registration means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration. Registrable Securities means the Common Shares issued to a Holder pursuant to the Plan, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02. Registration Expenses has the meaning specified in Section 2.07(a). Registration Statement has the meaning specified in Section 2.01(a). Securities Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Selling Expenses has the meaning specified in Section 2.07(a). Sell

Definitions from Agreement

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

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

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 30, 2015, by and among Crestwood Equity Partners LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A to this Agreement (each, a Purchaser and collectively, the Purchasers).

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Preferred Unit Purchase Agreement. The terms set forth below are used herein as so defined: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For avoidance of doubt, for purposes of this Agreement, (i) the Partnership, on the one hand, and the Purchasers, on the other hand, shall not be considered Affiliates (ii) any fund or account managed, advised or sub-advised, directly or indirectly, by GSO or its Affiliates, shall be considered an Affiliate of GSO; and (iii) any fund or account managed, advised or sub-advised, directly or indirectly, by Magnetar or its Affiliates, shall be considered an Affiliate of Magnetar. Agreement has the meaning specified therefor in the introductory paragraph of this Agreement. Amended Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended by the First Amendment to Fifth Amended and Restated Agreement of Limited Partnership. Automatic Shelf Registration Statement means a registration statement that shall become effective upon filing with the Commission pursuant to Rule 462(e) (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act. 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. Commission means the U.S. Securities and Exchange Commission. Common Unit Price means the ICD Purchase Price divided by 2.7500. Common Unit Registrable Securities means (i) the Common Units issued or issuable upon the conversion of the Preferred Units (including PIK Units) acquired by the Purchasers pursuant to the Merger Agreement or, in the case of PIK Units, pursuant to the Amended Partnership Agreement, and (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) of this Agreement, and includes any type of interest issued to the Holder as a result of Section 3.04 of this Agreement. Common Units has the meaning specified therefor in Article I of the Amended Partnership Agreement. Demand Holder means any GSO Holder or Magnetar Holder. Demand Holder Requested Underwritten Offering has the meaning specified therefor in Section 2.04 of this Agreement. Demand Notice has the meaning specified therefor in Section 2.01(a) of this Agreement. Demand Notice Date means the date a Demand Holder delivers a Demand Notice to the Partnership pursuant to Section 2.01(a) of this Agreement. Distribution Rate Approval means, in connection with the Preferred Unit Registration Option, the Partnerships written approval to increase the Preferred Unit Distribution Amount to the amount set forth in Section 5.8(c)(ii) of the Amended Partnership Agreement, rather than registering the offer and resale of the Preferred Units acquired by the Purchasers under the Merger Agreement. For purposes of this Agreement, a Distribution Rate Approval shall irrevocably terminate the Preferred Unit Registration Option and any obligation under this Agreement that the Partnership register the offer and resale of the Preferred Units (excluding, however, the Common Units issuable upon conversion of the Preferred Units). Effectiveness Period means, (i) with respect to a particular Registration Statement that covers the offer and resale of all Common Unit Registrable Securities, the period beginning when such Registration Statement becomes effective under the Securities Act and ending at the time all Common Unit Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) with respect to a particular Registration Statement that covers the offer and resale of Preferred Unit Registrable Securities, the period beginning when such Registration Statement becomes effective under the Securities Act and ending at the time all Registrable Securities (including Common Units issuable upon any conversion of such Preferred Unit Registrable Securities) covered by such Registration Statement have ceased to be Registrable Securities. Exchange Act means the Securities and Exchange Act of 1934, as amended. Forced Conversion means any conversion of Preferred Units into Common Units pursuant to Section 5.8(b)(ii) of the Amended Partnership Agreement. General Partner means Crestwood Equity GP LLC, a Delaware limited liability company. Governmental Authority means any federal, state, local or foreign government, or o

Definitions from Transaction Agreement

This TRANSACTION AGREEMENT (this "Agreement") is made and entered into as of August 9, 2015 by and among CVR Partners, LP, a Delaware limited partnership (the "Partnership"), Coffeyville Resources, LLC, a Delaware limited liability company (the "Sole Member"), Rentech, Inc., a Colorado corporation (the "Target Parent"), Rentech Nitrogen Holdings, Inc., a Delaware corporation ("Holdings"), and DSHC, LLC, a Delaware limited liability company ("DSHC" and, together with the Target Parent and Holdings, the "Partnership Unitholders"), as holders of outstanding Common Units of the Partnership.

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Merger Agreement, except that the terms set forth below are used herein as so defined:"Affiliate" means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, "controlling", "controlled by" and "under common control with") means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise."Agreement" has the meaning specified therefor in the introductory paragraph."Cause" shall exist for any director if the Sole Member determines, in good faith, that such director engaged in (a) acts or omissions constituting a breach of such director's applicable duties to the Partnership or its partners, or any of the Partnership's subsidiaries, as such duties are consistently applied to other directors of the Partnership GP or (b) acts or omissions that involve crimes of moral turpitude."Common Units" means common units representing limited partner interests in the Partnership."Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder."Included Assignees" means any Permitted Assignee that is (a) a wholly owned direct or indirect Subsidiary of Target Parent (provided that such subsidiary remains a wholly owned direct or indirect Subsidiary of Target Parent) or (b) for only the first year after Closing, any fund managed by or affiliated with GSO Capital Partners LP."Lock-up Securities" has the meaning specified therefore in Section 2.01(a)."Merger Agreement" has the meaning specified therefor in the recitals of this Agreement."Partnership" has the meaning specified therefor in the introductory paragraph."Partnership Common Units" means Common Units issued to the Partnership Unitholders pursuant to the Merger Agreement."Partnership GP" means CVR GP, LLC, a Delaware limited liability company and the general partner of the Partnership."Partnership GP LLC Agreement" means the Third Amended and Restated Limited Liability Company Agreement of the Partnership GP, dated April 13, 2011, as amended from time to time."Partnership Unitholders" has the meaning specified therefor in the introductory paragraph."Permitted Assignee" has the meaning specified therefor in Section 2.01(b)."Person" means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, governmental authority, or any group comprised of two or more of the foregoing."Representatives" means with respect to a Person, its directors, officers, employees, agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative."Restricted Period" has the meaning specified therefore in Section 2.02(a).

Definitions from Transaction Agreement

This TRANSACTION AGREEMENT (this "Agreement") is made and entered into as of August 9, 2015 by and among CVR Partners, LP, a Delaware limited partnership (the "Partnership"), Coffeyville Resources, LLC, a Delaware limited liability company (the "Sole Member"), Rentech, Inc., a Colorado corporation (the "Target Parent"), Rentech Nitrogen Holdings, Inc., a Delaware corporation ("Holdings"), and DSHC, LLC, a Delaware limited liability company ("DSHC" and, together with the Target Parent and Holdings, the "Partnership Unitholders"), as holders of outstanding Common Units of the Partnership.

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Merger Agreement, except that the terms set forth below are used herein as so defined:"Affiliate" means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, "controlling", "controlled by" and "under common control with") means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise."Agreement" has the meaning specified therefor in the introductory paragraph."Cause" shall exist for any director if the Sole Member determines, in good faith, that such director engaged in (a) acts or omissions constituting a breach of such director's applicable duties to the Partnership or its partners, or any of the Partnership's subsidiaries, as such duties are consistently applied to other directors of the Partnership GP or (b) acts or omissions that involve crimes of moral turpitude."Common Units" means common units representing limited partner interests in the Partnership."Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder."Included Assignees" means any Permitted Assignee that is (a) a wholly owned direct or indirect Subsidiary of Target Parent (provided that such subsidiary remains a wholly owned direct or indirect Subsidiary of Target Parent) or (b) for only the first year after Closing, any fund managed by or affiliated with GSO Capital Partners LP."Lock-up Securities" has the meaning specified therefore in Section 2.01(a)."Merger Agreement" has the meaning specified therefor in the recitals of this Agreement."Partnership" has the meaning specified therefor in the introductory paragraph."Partnership Common Units" means Common Units issued to the Partnership Unitholders pursuant to the Merger Agreement."Partnership GP" means CVR GP, LLC, a Delaware limited liability company and the general partner of the Partnership."Partnership GP LLC Agreement" means the Third Amended and Restated Limited Liability Company Agreement of the Partnership GP, dated April 13, 2011, as amended from time to time."Partnership Unitholders" has the meaning specified therefor in the introductory paragraph."Permitted Assignee" has the meaning specified therefor in Section 2.01(b)."Person" means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, governmental authority, or any group comprised of two or more of the foregoing."Representatives" means with respect to a Person, its directors, officers, employees, agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative."Restricted Period" has the meaning specified therefore in Section 2.02(a).

Definitions from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 17, 2014, by and among Crestwood Midstream Partners LP, a Delaware limited partnership (the Partnership), and each of the Persons set forth on Schedule A to this Agreement (each, a Purchaser and collectively, the Purchasers).

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Preferred Unit Purchase Agreement. The terms set forth below are used herein as so defined: Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For avoidance of doubt, for purposes of this Agreement, (i) the Partnership, on the one hand, and the Purchasers, on the other hand, shall not be considered Affiliates (ii) any fund or account managed, advised or sub-advised, directly or indirectly, by GSO or its Affiliates, shall be considered an Affiliate of GSO; and (iii) any fund or account managed, advised or sub-advised, directly or indirectly, by Magnetar or its Affiliates, shall be considered an Affiliate of Magnetar. Agreement has the meaning specified therefor in the introductory paragraph of this Agreement. Amended Partnership Agreement means Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended as of the Initial Closing Date. Automatic Shelf Registration Statement means a registration statement that shall become effective upon filing with the Commission pursuant to Rule 462(e) (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act. 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. Class A Preferred Unit Distribution Amount has the meaning specified therefor in Section 5.12(c)(i)(A) of the Amended Partnership Agreement. Commission means the U.S. Securities and Exchange Commission. Common Unit Price means the ICD Purchase Price. Common Unit Registrable Securities means (i) the Common Units issued or issuable upon the conversion of the Preferred Units (including PIK Units) acquired by the Purchasers pursuant to the Preferred Unit Purchase Agreement or, in the case of PIK Units, pursuant to the Amended Partnership Agreement, and (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) of this Agreement, and includes any type of interest issued to the Holder as a result of Section 3.04 of this Agreement. Common Units has the meaning specified therefor in Article I of the Amended Partnership Agreement. Demand Holder means any GSO Holder or Magnetar Holder. Demand Holder Requested Underwritten Offering has the meaning specified therefor in Section 2.04 of this Agreement. Demand Notice has the meaning specified therefor in Section 2.01(a) of this Agreement. Demand Notice Date means the date a Demand Holder delivers a Demand Notice to the Partnership pursuant to Section 2.01(a) of this Agreement. Distribution Rate Approval means, in connection with the Preferred Unit Registration Option, the Partnerships written approval to increase the Class A Preferred Unit Distribution Amount to the amount set forth in Section 5.12(c)(ii) of the Amended Partnership Agreement, rather than registering the offer and resale of the Preferred Units acquired by the Purchasers under the Preferred Unit Purchase Agreement. For purposes of this Agreement, a Distribution Rate Approval shall irrevocably terminate the Preferred Unit Registration Option and any obligation under this Agreement that the Partnership register the offer and resale of the Preferred Units (excluding, however, the Common Units issuable upon conversion of the Preferred Units). Effectiveness Period means, (i) with respect to a particular Registration Statement that covers the offer and resale of all Common Unit Registrable Securities, the period beginning when such Registration Statement becomes effective under the Securities Act and ending at the time all Common Unit Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities and (ii) with respect to a particular Registration Statement that covers the offer and resale of Preferred Unit Registrable Securities, the period beginning when such Registration Statement becomes effective under the Securities Act and ending at the time all Registrable Securities (including Common Units issuable upon any conversion of such Preferred Unit Registrable Securities) covered by such Registration Statement have ceased to be Registrable Securities. Exchange Act means the Securities and Exchange Act of 1934, as amended. Forced Conversion means any conversion of Preferred Units into Common Units pursuant to Section 5.12(b)(ii) of the Amended Partnership Agreement. General Partner means Crestwood Mids

Definitions from Unit Purchase Agreement

This CLASS A PREFERRED UNIT PURCHASE AGREEMENT, dated as of June 17, 2014 (this Agreement), is entered into by and among CRESTWOOD MIDSTREAM PARTNERS LP, a Delaware limited partnership (Crestwood), and the purchasers set forth in Schedule A hereto (the Purchasers).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Additional Units has the meaning specified in Section 2.02. Additional Unit Purchase Price means an amount equal to the SCD Purchase Price, multiplied by the number of Additional Units to be purchased by the Purchasers on the applicable Subsequent Closing Date. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (i) the Crestwood Entities, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates, (ii) any fund or account managed, advised or subadvised, directly or indirectly, by GSO Capital Partners LP or its Affiliates, shall be considered an Affiliate of GSO Capital Partners LP; and (ii) any fund or account managed, advised or subadvised, directly or indirectly, by Magnetar Financial LLC or its Affiliates, shall be considered an Affiliate of Magnetar Financial LLC. Agreement has the meaning set forth in the introductory paragraph of this Agreement. Aggregate SCD Amount has the meaning specified in Section 2.02. Basic Documents means, collectively, this Agreement, the Registration Rights Agreement, the Partnership Agreement, the Board Representation Agreement and any and all other agreements or instruments executed and delivered to the Purchasers by the Crestwood Entities hereunder or thereunder. Board Representation Agreement means the Board Representation and Standstill Agreement, dated of even date herewith, between Crestwood, the General Partner and the Purchasers. 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. Change of Control with respect to Crestwood has the meaning set forth in the Partnership Agreement. Class A Preferred Units means Crestwoods Class A Preferred Units. Code has the meaning specified in Section 3.10. Commission means the United States Securities and Exchange Commission. Commitment Amount has the meaning specified in Section 2.02. Common Units means common units representing limited partner interests in Crestwood. Confidentiality Agreements means the Confidentiality Agreements, dated April 25, 2014, entered into by Crestwood and each of GE Energy Financial Services, Inc., GSO Capital Partners LP and MTP Energy Management LLC. Contract means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral. Conversion Units means the Common Units issuable upon conversion of the Initial Units or Additional Units, as applicable. Crestwood has the meaning set forth in the introductory paragraph of this Agreement. Crestwood Credit Facility means the Credit Agreement, dated October 7, 2013, as amended as of the date hereof and from time to time, by and among Crestwood and the lenders named therein. Crestwood Entities means, collectively, Crestwood, the General Partner and their respective Subsidiaries. Crestwood Financial Statements has the meaning specified in Section 3.03. Crestwood Related Parties has the meaning specified in Section 5.02. Crestwood SEC Documents has the meaning specified in Section 3.03. Delaware LLC Act means the Delaware Limited Liability Company Act. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act. Environmental Law means any Law applicable to the Partnership Entities or the operation of their business in any way relating to the protection of human health and safety (to the extent such health and safety relate to exposure to Hazardous Substances), the environment, natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. SS 2701 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. SS 651 et seq.), . Environmental Permits means all approvals, authorizations, consents, licenses, permits, variances, waivers, exemptions, registrations of a Governmental Auth