Leucadia National Corporation Uses in Definitions Clause

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and BATTLECAT OIL & GAS, LLC, a Texas limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.03(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Battlecat means Battlecat Oil & Gas, LLC, a Delaware limited liability company. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. EF Registration Rights Agreement means that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Leucadia Registration Rights Agreement means that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended. Losses has the meaning given to such term in Section 2.07(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration Statement has the meaning given to such term in Section 2.03(a). Preferred Stock Registration Rights Agreement means that certain Registration Rights Agreement, dated June 15, 2017, by and between the Company and Chambers Energy Management, LP. Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.03, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and Battlecat, dated as of May 25, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, by and between the same parties, dated as of the date hereof. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to Battlecat pursuant to the Purchase and Sale Agreement and held as of the date hereof and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). Registration Expenses has the meaning given to such term in Section 2.06(b). Registration Statement means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Secondary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Secondary Offering has the meaning given to such term in Section 2.02(a). Secondary Offering Registration Statement has the meaning given to such term in Section 2.02(a). Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by and between the Company and Chambers Energy Capital III, LP, as Initial Investor, and as may be amended from time to time in accordance with terms thereof. Selling Expenses has the meaning given to such term in Section 2.06(b). Selling Holder means a Holder who is selling Registrable Secu

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and SN UR Holdings, LLC, a Delaware limited liability company (the Initial Holder).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. 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 Date means the date hereof. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Effective Date means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration Statement. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC, (ii) that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited, as amended to the date hereof, (iii) that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC, as amended to the date hereof, and (iv) that certain Registration Rights Agreement, dated the date hereof, between the Company and Chambers Energy Capital III, LP. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Losses has the meaning given to such term in Section 2.06(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.02(a). Piggyback Registration Statement has the meaning given to such term in Section 2.02(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Purchase and Sale Agreement means that certain Purchase and Sale Agreement by and between the Company and SN Marquis LLC dated as of May 26, 2017, as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, dated as of June 15, 2017, by and between the same parties. Registrable Securities means (i) the aggregate number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock issued to the Initial Holder pursuant to the Purchase and Sale Agreement and (ii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected and whether or not subject to contingencies or conditions to the issuance of the Common Stock or conversion of any securities into Common Stock, including the Series B Preferred Stock). Registration Expenses has the meaning given to such term in Section 2.05(b). Registration Statement means a Shelf Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Required Holders means Holders of greater than 50% of the Registrable Securities. Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means the Amended and Restated Securities Purchase Agreement, dated as of June 15, 2017, by a

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company), and each of the Persons listed on Schedule 1 hereto (the Initial Holders).

Definitions. The terms set forth below are used herein as so defined: Adverse Effect has the meaning given to such term in Section 2.02(c). Affiliate means, with respect to a specified Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Agreement has the meaning given to such term in the introductory paragraph. Battlecat Registration Rights Agreement means that certain Registration Rights Agreement, dated the date hereof, between the Company and Battlecat Oil & Gas, LLC. Commission has the meaning given to such term in Section 1.02. Common Stock means the Class A Voting Common Stock, par value $0.001 per share, of the Company. Company has the meaning given to such term in the introductory paragraph. Convertible Preferred Stock means the shares currently or hereafter existing of the Companys Series A-1 Convertible Participating Preferred Stock, par value $0.001. EF Registration Rights Agreement means that certain Registration Rights Agreement, dated October 26, 2016, between the Company and EF Realisation Company Limited. Effectiveness Deadline has the meaning given to such term in Section 2.01(a). Effectiveness Period has the meaning given to such term in Section 2.01(a). Exchange Act means the Securities Exchange Act of 1934, as amended. Existing Registration Rights Agreements means (i) the Battlecat Registration Rights Agreement, (ii) that certain Registration Rights Agreement, dated the date hereof, between the Company and SN Marquis LLC, (iii) the EF Registration Rights Agreement and (iv) the Leucadia Registration Rights Agreement. Filing Deadline has the meaning given to such term in Section 2.01(a). Holder means the Initial Holder and each of its transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities. Initial Holder has the meaning given to such term in the introductory paragraph. Leucadia Registration Rights Agreement means that certain Registration Rights Agreement, dated August 2, 2016, among the Company, Leucadia National Corporation and Juneau Energy, LLC. Losses has the meaning given to such term in Section 2.07(a). Person means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Piggyback Notice has the meaning given to such term in Section 2.03(a). Piggyback Registration Statement has the meaning given to such term in Section 2.03(a). Primary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.03, the lead book-running manager of such Underwritten Offering. Registrable Securities means, subject to Section 1.02, (i) the aggregate number of shares of Common Stock hereafter acquired by the Initial Holders or any Holder pursuant to the conversion of the Convertible Preferred Stock, (ii) any shares of Common Stock issuable pursuant to the terms of the Convertible Preferred Stock and (iii) any shares of Common Stock issued or issuable with respect to any shares described in subsection (i) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). Registration Expenses has the meaning given to such term in Section 2.06(b). Registration Statement means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable. Secondary Managing Underwriter means, with respect to any Underwritten Offering pursuant to Section 2.02, the lead book-running manager of such Underwritten Offering. Secondary Offering has the meaning given to such term in Section 2.02(a). Secondary Offering Registration Statement has the meaning given to such term in Section 2.02(a). Securities Act means the Securities Act of 1933, as amended. Securities Purchase Agreement means that certain Amended and Restated Securities Purchase Agreement by and among the Company and the Initial Holders dated as of June 15, 2017. Selling Expenses has the meaning given to such term in Section 2.06(b). Selling Ho

Definitions from Senior Note

INDENTURE dated as of , 20___ between Leucadia National Corporation, a New York corporation (the Company), and The Bank of New York, as trustee (the Trustee).

Definitions. Acquired Indebtedness means Indebtedness of a Person either (i) existing at the time such Person becomes a Subsidiary, (ii) assumed in connection with the acquisition of assets of such Person or (iii) any refinancing or replacement by such Person of such Indebtedness; provided that the aggregate amount of such Indebtedness then outstanding is not increased. Acquired Indebtedness shall not include (x) any such Indebtedness created in anticipation of such Person becoming a Subsidiary (other than a refinancing or replacement of Indebtedness of such Person, which original Indebtedness was not incurred in anticipation of such Person becoming a Subsidiary) or (y) any Indebtedness that is recourse to the Company or any Subsidiary or any of their respective assets, other than to such Person and its Subsidiaries and their respective assets. Additional Securities means any additional Securities having identical terms and conditions to the Securities issued pursuant to Article Two and in compliance with Section 4.09. Affiliate of the Company means (i) any Related Person and (ii) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent or co-registrar. Attributable Debt means, as of any particular time, the present value, discounted at a rate per annum equal to the interest rate borne by the Securities, of the rental payments (not including amounts payable by the lessee for maintenance, property taxes and insurance) due during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). Board of Directors means the Board of Directors of the Company or any committee thereof. business day means any day on which the New York Stock Exchange is open for trading and which is not a Legal Holiday. Capitalized Lease Obligations means the discounted present value of the rental obligations of any Person under any lease of any property (whether real, personal or mixed) which, in accordance with GAAP, is required to be capitalized on the balance sheet of such Person. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of capital stock, including each class of common stock and preferred stock of such Person. Common Shares means the Common Shares, par value $1.00 per share, of the Company. Company means Leucadia National Corporation, a New York corporation, until a successor replaces such Person in accordance with the terms of this Indenture, and thereafter means such successor. Consolidated Debt means, on any date, the sum of (i) total Indebtedness of the Company and its Subsidiaries, at such date, determined in accordance with GAAP on a consolidated basis, and (ii) the aggregate liquidation preference of all Preferred Stock of Subsidiaries of the Company, at such date, other than Preferred Stock to the extent held by the Company and its Subsidiaries; provided that Consolidated Debt shall not include Permitted Indebtedness. Consolidated Net Worth means, as of any date, the sum of the Capital Stock and additional paid-in capital plus retained earnings (or minus accumulated deficit) of the Company as of such date determined on a consolidated basis in accordance with GAAP. Consolidated Tangible Net Worth with respect to the Company means, as of any date, the total shareholders equity of the Company determined in accordance with GAAP less any and all goodwill and other intangible assets reflected on the consolidated balance sheet of the Company as of such date. Deferred policy acquisition costs (DPAC), that portion of the value of insurance in force resulting from an acquisition and equivalent to the amount of DPAC of the acquired entity outstanding immediately prior to such acquisition and deferred taxes shall not be deemed goodwill or other intangible assets for purposes of determining Consolidated Tangible Net Worth. Default means any event which is, or after notice or passage of time would be, an Event of Default. Depository means, with respect to the Global Securities, The Depository Trust Company or another Person designated as depository by the Company, which Person must be a clearing agency registered under the Exchange Act. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder. Funded Debt means Indebtedness which by its terms matures at, or can be extended or renewed at the option of the obligor to, a date more than twelve months after the da

Definitions from Senior Subordinated Note

INDENTURE dated as of , 20___ between Leucadia National Corporation, a New York corporation (the Company), and HSBC Bank USA, a national banking association duly organized and existing under the laws of the United States, as trustee (the Trustee).

Definitions. Additional Securities means any additional Securities having identical terms and conditions to the Securities issued pursuant to Article Two. Affiliate of the Company means (i) any Related Person and (ii) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent, Conversion Agent or co-registrar, or any agent appointed by the Company pursuant to Section 10.12(b). Board of Directors means the Board of Directors of the Company or any committee thereof. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. business day means any day on which the New York Stock Exchange is open for trading and which is not a Legal Holiday. Capitalized Lease Obligations means the discounted present value of the rental obligations of any Person under any lease of any property (whether real, personal or mixed) which, in accordance with GAAP, is required to be capitalized on the balance sheet of such Person. Capital Stock means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of capital stock, including each class of common stock and preferred stock of such Person. Code means the Internal Revenue Code of 1986, as amended. Common Shares means the common shares, par value $1.00 per share, of the Company. Company means Leucadia National Corporation, a New York corporation, until a successor replaces such Person in accordance with the terms of this Indenture, and thereafter means such successor. Consolidated Net Worth means, as of any date, the sum of the Capital Stock and additional paid-in capital plus retained earnings (or minus accumulated deficit) of the Company as of such date determined on a consolidated basis in accordance with GAAP. Conversion Price shall have the meaning specified in Section 10.04. Corporation Securities means (i) Common Shares, (ii) shares of preferred stock of the Company, (iii) warrants, rights, or options (within the meaning of Treasury Regulation SS1.382-2T(h)(4)(v)) to purchase stock of the Company, and (iv) any other interests that would be treated as stock of the Company pursuant to Treasury Regulation SS1.382-2T(f)(18). Default means any event which is, or after notice or passage of time would be, an Event of Default. Depository means, with respect to the Global Securities, The Depository Trust Company or another Person designated as depository by the Company, which Person must be a clearing agency registered under the Exchange Act. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder. Five-Percent Shareholder means a Person or group of Persons that is identified as a 5-percent shareholder of the Company pursuant to Treasury Regulation SS1.382-2T(g)(1). GAAP or generally accepted accounting principles means United States generally accepted accounting principles as in effect on December 31, 2003. Global Security Legend means the legend substantially in the form set forth in Exhibit B. Holder or Securityholder means a Person in whose name a Security is registered on the Registrars books. Indebtedness of any Person means (i) any liability of such Person (a) for borrowed money, (b) evidenced by a note, debenture or similar instrument (including a Purchase Money Obligation or deferred payment obligation) given in connection with the acquisition of any property or assets (other than inventory or similar property acquired in the ordinary course of business), including securities, (c) for the payment of a Capitalized Lease Obligation of such Person or (d) with respect to the reimbursement of any letter of credit, bankers acceptance or similar credit transaction (other than trade letters of credit issued in the ordinary course of business; provided that the failure to make prompt reimbursement of any trade letter of credit shall be deemed to be the incurrence of Indebtedness); and (ii) any guarantee by such Person of any liability of others described in clause (i) above or any obligation of such Person with respect to any liability of others described in clause (i) above. Indebtedness shall not include deposits at the Companys banking and lending Subsidiaries. Indenture means this Indenture as amended or supplemented from time to time. Independent Director means any director of the Company who is neither (i) an exe