Reference Treasury Dealer Uses in Definitions Clause

Definitions from First Supplemental Indenture

SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of April 15, 2010, between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the Trustee).

Definitions. For the benefit of the holders of the Notes, Section 101 of the Base Indenture shall be amended by adding the following new definitions: 2018 Notes has the meaning specified in the recitals hereto. 2020 Notes has the meaning specified in the recitals hereto. Additional 2018 Notes has the meaning specified in Section 3.02(b) hereto. Additional 2020 Notes has the meaning specified in Section 3.02(b) hereto. Additional Notes has the meaning specified in Section 3.02(b) hereto. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Base Indenture has the meaning specified in the recitals hereto. Comparable Treasury Issue means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. Global Note has the meaning specified in Section 3.01(a) hereto. Indenture has the meaning specified in the recitals hereto. Initial 2018 Notes has the meaning specified in Section 3.02(b) hereto. Initial 2020 Notes has the meaning specified in Section 3.02(b) hereto. Initial Notes has the meaning specified in Section 3.02(b) hereto. Notes has the meaning specified in the recitals hereto. Quotation Agent means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company. Reference Treasury Dealer means (1) J.P. Morgan Securities Inc. and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Trustee after consultation with the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. Remaining Scheduled Payments means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. TIA has the meaning specified in Section 4.01 hereto. Trustee has the meaning specified in the first paragraph hereto.

Definitions from Supplemental Indenture

SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of September 27, 2012, between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the Trustee).

Definitions. For the benefit of the holders of the Notes, Section 101 of the Base Indenture shall be amended by adding the following new definitions: Additional Notes has the meaning specified in Section 3.02(b) hereof. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Base Indenture has the meaning specified in the recitals hereof. Comparable Treasury Issue means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. Global Note has the meaning specified in Section 3.01(a) hereof. Indenture has the meaning specified in the recitals hereof. Initial Notes has the meaning specified in Section 3.02(b) hereof. Notes has the meaning specified in the recitals hereof. Quotation Agent means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company. Reference Treasury Dealer means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Trustee after consultation with the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. Remaining Scheduled Payments means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. TIA has the meaning specified in Section 4.01 hereof. Trustee has the meaning specified in the first paragraph hereof.

Definitions

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

Definitions. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture dated as of November 17, 2006, as amended by the Supplemental Indenture dated as of September 6, 2007 (as amended from time to time, the Indenture), between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee). Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any redemption date, (i) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. Quotation Agent means a Reference Treasury Dealer appointed by the Company. Reference Treasury Dealer means (i) Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company will substitute therefor another Primary Treasury Dealer and (ii) any two other Primary Treasury Dealers selected by the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

DEFINITIONS from Supplemental Indenture

TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2017 (this Twenty-Ninth Supplemental Indenture), by and between PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of California (the Company or the Issuer), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America (formerly known as The Bank of New York Trust Company, N.A.), as Trustee under the Base Indenture (as hereinafter defined) (the Trustee).

DEFINITIONS. Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Indenture. The following additional terms are hereby established for purposes of this Twenty-Ninth Supplemental Indenture and shall have the meanings set forth in this Twenty-Ninth Supplemental Indenture only for purposes of this Twenty-Ninth Supplemental Indenture: 4.00% Senior Notes has the meaning set forth in Article III hereto. 3.30% Senior Notes has the meaning set forth in Section 201 hereto. Adjusted Treasury Rate means, with respect to any Redemption Date for any 3.30% Senior Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 3.30% Senior Notes to be redeemed, assuming, for such purpose, that the 3.30% Senior Notes matured on December 15, 2026 (the date that is three months prior to the maturity date) (the remaining term), that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term. Comparable Treasury Price means, with respect to any Redemption Date for any 3.30% Senior Notes, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received. Original Issue Date means March 10, 2017. Primary Treasury Dealer means a primary U.S. Government Securities dealer in the United States. Quotation Agent means the Reference Treasury Dealer appointed by the Company. Redemption Price means the price at which 3.30% Senior Notes may be redeemed pursuant to Section 208(a) or Section 208(b) hereto, as applicable. Reference Treasury Dealer means (1) each of BNP Paribas Securities Corp., Goldman, Sachs & Co., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, and their respective successors, unless any of them ceases to be a Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. For purposes of this definition only, Business Day means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close. Remaining Scheduled Payments means, with respect to each of the 3.30% Senior Notes that the Company is redeeming pursuant to Section 208(a) hereto, the remaining scheduled payments of principal and interest that would be due after the applicable Redemption Date if such 3.30% Senior Notes were not redeemed. However, if the Redemption Date is not a scheduled Interest Payment Date with respect to such 3.30% Senior Notes, the amount of the next succeeding scheduled interest payment on such 3.30% Senior Notes will be reduced by the amount of interest accrued on such 3.30% Senior Notes to the Redemption Date. U.S. Government Securities means securities which are (a) direct obligations of the United States of America for the payment on which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and which in the case of (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Security or a specific payment of interest on or principal of any such U.S. Government Security held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Security evidenced by such depositary receipt.

DEFINITIONS from Supplemental Indenture

TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2016 (this Twenty-Eighth Supplemental Indenture), by and between PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of California (the Company or the Issuer), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America (formerly known as The Bank of New York Trust Company, N.A.), as Trustee under the Base Indenture (as hereinafter defined) (the Trustee).

DEFINITIONS. Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Indenture. The following additional terms are hereby established for purposes of this Twenty-Eighth Supplemental Indenture and shall have the meanings set forth in this Twenty-Eighth Supplemental Indenture only for purposes of this Twenty-Eighth Supplemental Indenture: 4.00% Senior Notes has the meaning set forth in Section 301 hereto. Adjusted Treasury Rate means, with respect to any Redemption Date for any 4.00% Senior Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Calculation Agency Agreement means the Calculation Agency Agreement, dated as of December 1, 2016, by and between the Company and the Calculation Agent, as such agreement may be amended, modified or supplemented from time to time. Calculation Agent means The Bank of New York Mellon Trust Company, N.A. or such other Person as the Company shall from time to time designate in accordance with the Calculation Agency Agreement. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 4.00% Senior Notes to be redeemed, assuming, for such purpose, that the 4.00% Senior Notes matured on June 1, 2046 (the date that is six months prior to the maturity date) (the remaining term), that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term. Comparable Treasury Price means, with respect to any Redemption Date for any 4.00% Senior Notes, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received. Floating Rate Senior Notes has the meaning set forth in Section 201 hereto. Original Issue Date means December 1, 2016. Primary Treasury Dealer means a primary U.S. Government Securities dealer in the United States. Quotation Agent means the Reference Treasury Dealer appointed by the Company. Redemption Price means the price at which 4.00% Senior Notes may be redeemed pursuant to Section 308(a) or Section 308(b) hereto, as applicable. Reference Treasury Dealer means (1) each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA Inc., and their respective successors, unless any of them ceases to be a Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. For purposes of this definition only, Business Day means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close. Remaining Scheduled Payments means, with respect to each of the 4.00% Senior Notes that the Company is redeeming pursuant to Section 308(a) hereto, the remaining scheduled payments of principal and interest that would be due after the applicable Redemption Date if such 4.00% Senior Notes were not redeemed. However, if the Redemption Date is not a scheduled Interest Payment Date with respect to such 4.00% Senior Notes, the amount of the next succeeding scheduled interest payment on such 4.00% Senior Notes will be reduced by the amount of interest accrued on such 4.00% Senior Notes to the Redemption Date. U.S. Government Securities means securities which are (a) direct obligations of the United States of America for the payment on which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and which in the case of (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Security or

Definitions from Supplemental Indenture

THIS EIGHTH SUPPLEMENTAL INDENTURE, between Agilent Technologies, Inc., a Delaware corporation (the Obligor), having its principal office at 5301 Stevens Creek Blvd., Santa Clara, California 95051, and U.S. Bank National Association, as trustee (the Trustee), is made and entered into as of this 22nd day of September, 2016.

Definitions. For all purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Obligor and its Subsidiaries taken as a whole to any person (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than the Obligor or one of its Subsidiaries; (2) the adoption of a plan relating to the Obligors liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) or group of persons, other than the Obligor or its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Obligors Voting Stock or other Voting Stock into which the Obligors Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Obligor Board are not Continuing Directors. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the arithmetic average of four Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. Continuing Directors means, as of any date of determination, any member of the Obligor Board who (1) was a member of the Obligor Board on the date of the issuance of the Senior Notes; or (2) was nominated for election or elected to the Obligor Board with the approval of a majority of the Continuing Directors who were members of the Obligor Board at the time of such nomination or election. Eighth Supplemental Indenture means this Eighth Supplemental Indenture dated as of September 22, 2016 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Fifth Supplemental Indenture means the Fifth Supplemental Indenture dated as of July 20, 2010 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. First Supplemental Indenture means the First Supplemental Indenture dated as of October 29, 2007 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Fitch means Fitch Ratings Ltd. and its successors. Fourth Supplemental Indenture means the Fourth Supplemental Indenture dated as of July 20, 2010 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Indenture has the meaning assigned in the recitals. Independent Investment Banker means BNP Paribas Securities Corp., Citigroup Global Markets Inc. or Credit Suisse Securities (USA) LLC, or their respective successors as may be appointed from time to time by the Obligor; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a primary treasury dealer), the Obligor shall substitute another primary treasury dealer. Investment Grade means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of Baa3 or better by Moodys (or its equivalent under any successor Rating Categories of Moodys); and a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Obligor. Moodys means Moodys Investors Service Inc. and its successors. Obligor Board means the board of directors of the Obligor. Rating Agency means each of Fitch, Moodys and S&P, so long as such entity makes a rating of the Senior Notes publicly available; provided, however, if any of Fitch, Moodys or S&P ceases to rate the Senior Notes or fails to make a rating of the Senior Notes publicly available for reasons outside

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of September 12, 2016, between The TJX Companies, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee).

Definitions. (a) For the benefit of the Holders of the Notes, the following terms shall have the meanings set forth in this Section 2.02: Additional Notes has the meaning specified in Section 3.02(b) of this First Supplemental Indenture. Attributable Debt in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the imputed rate of interest of such transaction determined in accordance with U.S. generally accepted accounting principles) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such arrangement (including any period for which such lease has been extended or may, at the option of the lessor, be extended). The term net rental payments under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. Capitalized Lease Obligations means obligations created pursuant to leases that are required to be shown on the liability side of a balance sheet in accordance with FASB Statement No. 13, Accounting for Leases, as amended and interpreted, or any successor or comparable accounting standard. Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Companys assets and the assets of its Subsidiaries, taken as a whole, to any person, other than the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (other than the Company or one of its wholly owned subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Companys outstanding Voting Stock or other Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (3) the adoption of a plan relating to the Companys liquidation or dissolution. The term person, as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed, to the Par Call Date, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes assuming, for this purpose, the Notes mature on the Par Call Date. Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than five of such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated Net Tangible Assets means, at the time of determination, the total amount of assets (less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts under U.S. generally accepted accounting principles) that under U.S. generally accepted accounting principles would be included on the Companys and its Restricted Subsidiaries most recent annual consolidated balance sheet after deducting therefrom (i) amounts that would, in conformity with U.S. generally accepted accounting principles, be included as current liabilities on such most recent annual consolidated balance sheet (other than (x) the current portion of any Funded Debt or Capitalized Lease Obligations, (y) the current portion of accrued interest and (z) the current portion of current and deferred income taxes), (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles (other than leasehold costs), which in each such case would be so included on such most recent annual balance sheet, and (iii) all amounts which would be so included on such most recent annual balance sheet in respect

Definitions from Supplemental Indenture

THIS EIGHTH SUPPLEMENTAL INDENTURE (this Eighth Supplemental Indenture), dated as of July 28, 2016, between PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized and existing under the laws of the State of North Carolina (the Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States, as successor to Citibank, N.A. (the Trustee).

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. Comparable Treasury Price means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (3) if only one such Reference Treasury Dealer Quotation is received, such quotation. Interest Payment Dates means May 1 and November 1 of each year, commencing May 1, 2017. Original Issue Date means July 28, 2016. Par Call Date means May 1, 2046. Quotation Agent means a Reference Treasury Dealer appointed by the Company. Reference Treasury Dealer means (1) each of (i) RBC Capital Markets, LLC and (ii) Wells Fargo Securities, LLC, or their respective affiliates which are primary U.S. government securities dealers in the United States of America (each, a Primary Treasury Dealer) and their respective successors, and (2) two other Primary Treasury Dealers that the Company selects; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall select another Primary Treasury Dealer. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. Stated Maturity means November 1, 2046. Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

Definitions from Supplemental Indenture

EIGHTH SUPPLEMENTAL INDENTURE dated as of July 12, 2016 (this "Supplemental Indenture") between WESTERN GAS PARTNERS, LP, a Delaware limited partnership (the "Partnership") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee").

Definitions. All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture. The following are additional definitions used in this Supplemental Indenture:"Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee."Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed, calculated as if the maturity date of the Notes were the Par Call Date (the "Remaining Life") that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes; provided, however, that if no maturity is within three months before or after the Par Call Date, yields for the two published maturities most closely corresponding to such United States Treasury security shall be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month."Comparable Treasury Price" means, with respect to any redemption date for Notes, (1) the average of four Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of all of the Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Consolidated Net Tangible Assets" means at any date of determination, the total amount of consolidated assets of the Partnership and its Subsidiaries after deducting therefrom (1) all current liabilities (excluding (a) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and (b) current maturities of long-term debt), and (2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Partnership and its Subsidiaries for the most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles in the United States."Debt" of any Person means, without duplication, (1) all indebtedness of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (3) all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), other than standby letters of credit, performance bonds and other obligations issued by or for the account of such Person in the ordinary course of business, to the extent not drawn or, to the extent drawn, if such drawing is reimbursed not later than the third Business Day following demand for reimbursement, (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred in the ordinary course of business, (5) all capitalized lease obligations of such Person, (6) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person (provided that if the obligations so secured have not been assumed in full by such Person or are not otherwise such Person's legal liability in full, then such obligations shall be deemed to be in an amount equal to the greater of (a) the lesser of (i) the full amount of such obligations and (ii) the fair market value of such assets, as determined in good faith by the Board of Directors of such Person, which determination shall be evidenced by a Board Resolution, and (b) the amount of obligations as have been assumed by such Person or which are otherwise such Person's legal liability), and (7) all Debt of others (other than endorsements in the ordinary course of business) guaranteed by such Person to the extent of such guarantee."guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Debt. When used as a verb, "guarantee" has a correlative meaning."Guarantee" means any guarantee by a Subsidiary Guarantor of the Partnership's obligations unde

Definitions from Supplemental Indenture

This NINTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of July 5, 2016, by and among General Motors Financial Company, Inc., a Texas corporation (the Company), AmeriCredit Financial Services, Inc., a Delaware corporation (the Guarantor), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Definitions. Certain terms used principally in certain Articles hereof are defined in those Articles. Capitalized terms used but not defined in this Supplemental Indenture shall have the meaning ascribed to them in the Base Indenture or in this Article. In the event of any conflict between any term defined in the Base Indenture and this Supplemental Indenture, the defined terms in this Supplemental Indenture shall govern and control. Acquired Indebtedness means, with respect to any specified Person, Indebtedness of any other Person existing at the time such other Person merges with or into or becomes a Subsidiary of such specified Person, or Indebtedness incurred by such Person in connection with the acquisition of assets, in each case so long as such Indebtedness was not incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person or the acquisition of such assets, as the case may be. Additional Notes means any additional Notes issued under the Indenture as part of the same series as the Notes. Bank Lines means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities with banks or other lenders providing for revolving credit loans and/or letters of credit. Base Indenture has the meaning assigned to it in the recitals hereto. Comparable Treasury Issue means that United States Treasury security or securities selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes of the applicable series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes of the applicable series. Comparable Treasury Price means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated Net Tangible Assets means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all current liabilities and all goodwill, trade names, trademarks, unamortized debt discounts and expense and other like intangibles of the Company and its consolidated subsidiaries, all as set forth in the most recent balance sheet of the Company and its consolidated subsidiaries prepared in accordance with GAAP. Credit Enhancement Agreementsmeans, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its Restricted Subsidiaries, or any Receivables Entity for the purpose of providing credit support for one or more Receivables Entities or any of their respective securities, debt instruments, obligations or other Indebtedness. Existing 2017 Notes means the Companys 4.75% Senior Notes due 2017, issued on August 16, 2012, pursuant to that certain indenture, dated as of August 16, 2012, among the Company, the Guarantor and Wells Fargo Bank, N.A., as trustee. Existing 2018 Notes means the Companys 6.75% Senior Notes due 2018, issued on June 1, 2011, pursuant to that certain indenture, dated as of June 1, 2011, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee. Global Note means a certificated Note deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that has the Schedule of Exchanges of Interests in the Global Note attached thereto. As of the date of this Supplemental Indenture all of the Notes are represented by Global Notes. Guarantee means any guarantee of any of the Notes by a Guarantor as contemplated by Article 10 of the Base Indenture; provided that the term Guarantee, when used with respect to the Notes of any Series means a guarantee of such Notes of such Series by a Guarantor of such Notes of such Series as contemplated by Article 10 of the Base Indenture. Guarantee Termination Event means the first date following the date of this Indenture when (i) no Guarantor guarantees the Existing 2017 Notes and the Existing 2018 Notes and (ii) no Guarantor is an issuer or guarantor of any Triggering Indebtedness (other than any guarantee of Triggering Indebtedness that is being concurrently released). For purposes of clause (ii) of this definition, a Guarantors guarantee of any Triggering Indebtedness shall be deemed to be concurrently released when all of the conditions for the release of such guarantee are satisfied, other than for any condition related to the concurrent release of the Guarantors guarantee of any other Triggering Indebtedness. Upon the satisfaction of all of such conditions not related to the concurren