Reference Treasury Dealers Uses in Definitions Clause

Definitions from Supplemental Indenture

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 3, 2017 (this Supplemental Indenture), between TANGER PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of North Carolina (hereinafter called the Issuer), having its principal executive office located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking association having a corporate trust office at One Federal Street, 10th Floor, Boston, MA 02110 as successor trustee under the Original Indenture (as defined below) (the Trustee).

Definitions. Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms set forth below: COMPARABLE TREASURY ISSUE means, with respect to any redemption or acceleration date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Assumed Remaining Life (as defined in Section 1.4(d)) 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 to be redeemed. COMPARABLE TREASURY PRICE means, with respect to any redemption or acceleration date for the Notes: (a) the average of four Reference Treasury Dealer Quotations for such redemption or acceleration date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four but more than one such Reference Treasury Dealer Quotations for such redemption or acceleration date, the average of all such quotations, or (c) if the Issuer obtains only one such Reference Treasury Dealer Quotation for such redemption or acceleration date, that Reference Treasury Dealer Quotation. DTC means The Depository Trust Company. GAAP means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis. GLOBAL NOTE means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto, which represents the Notes. INDENTURE means the Original Indenture as supplemented by this Supplemental Indenture and as further amended, modified or supplemented with respect to the Notes pursuant to the provisions of the Original Indenture. INDEPENDENT INVESTMENT BANKER means one of the Reference Treasury Dealers appointed by the Issuer. INTERCOMPANY DEBT means indebtedness owed by the Issuer, Company or any Subsidiary solely to the Issuer, Company or any Subsidiary. MATURITY DATE, when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. REFERENCE TREASURY DEALER means with respect to any redemption or acceleration date for the Notes, each of (i) Wells Fargo Securities, LLC, a Primary Treasury Dealer (as defined herein) selected by SunTrust Robinson Humphrey, Inc. and a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. (and their respective successors provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in The City of New York (a Primary Treasury Dealer), the Issuer shall substitute therefor another Primary Treasury Dealer); and (ii) two other Primary Treasury Dealers selected by the Issuer. REFERENCE TREASURY DEALER QUOTATIONS means, with respect to each Reference Treasury Dealer and any redemption or acceleration date for the Notes, the average, as determined by the Issuer, 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 Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption or acceleration date. STATED MATURITY when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note or a coupon representing such installment of interest as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. SUBSIDIARY means any entity of which at the time of determination the Issuer or one or more other Subsidiaries owns or controls, directly or indirectly, more than 50% of the shares of Voting Stock. The foregoing definition of Subsidiary shall only be applicable with respect to the covenants and other definitions set forth herein. TOTAL UNENCUMBERED ASSETS as of any date means Total Assets minus the value of any properties of the Issuer and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind to secure Indebtedness (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstand

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

TENTH SUPPLEMENTAL INDENTURE, dated as of August 8, 2016, between TANGER PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of North Carolina (hereinafter called the "Issuer"), having its principal executive office located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking association having a corporate trust office at One Federal Street, 10th Floor, Boston, MA 02110 as successor trustee under the Original Indenture (as defined below) (the "Trustee").

Definitions. Capitalized terms used but not otherwise defined in this Tenth Supplemental Indenture shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms set forth below:"COMPARABLE TREASURY ISSUE" means, with respect to any redemption or acceleration date for the Notes, the United States Treasury security selected by the Independent Investment Banker 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 the Notes to be redeemed. "COMPARABLE TREASURY PRICE" means, with respect to any redemption or acceleration date for the Notes: (a) the average of four Reference Treasury Dealer Quotations for such redemption or acceleration date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four but more than one such Reference Treasury Dealer Quotations for such redemption or acceleration date, the average of all such quotations, or (c) if the Issuer obtains only one such Reference Treasury Dealer Quotation for such redemption or acceleration date, that Reference Treasury Dealer Quotation."DTC" means The Depository Trust Company."GAAP" means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis."GLOBAL NOTE" means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto, which represents the Notes. "INDENTURE" means the Original Indenture as supplemented by this Tenth Supplemental Indenture and as further amended, modified or supplemented with respect to the Notes pursuant to the provisions of the Original Indenture."INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury Dealers appointed by the Issuer."INTERCOMPANY DEBT" means indebtedness owed by the Issuer, the Company or any Subsidiary solely to the Issuer, Company or any Subsidiary."MATURITY DATE," when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise."REFERENCE TREASURY DEALER" means with respect to any redemption or acceleration date for the Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (and their respective successors provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Issuer shall substitute therefor another Primary Treasury Dealer) and two other Primary Treasury Dealers selected by the Issuer."REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each Reference Treasury Dealer and any redemption or acceleration date for the Notes, the average, as determined by the Issuer, 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 Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption or acceleration date."STATED MATURITY" when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note or a coupon representing such installment of interest as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable."SUBSIDIARY" means any entity of which at the time of determination the Issuer or one or more other Subsidiaries owns or controls, directly or indirectly, more than 50% of the shares of Voting Stock. The foregoing definition of "Subsidiary" shall only be applicable with respect to the covenants and other definitions set forth herein."TOTAL UNENCUMBERED ASSETS" as of any date means Total Assets minus the value of any properties of the Issuer and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind to secure Indebtedness (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstanding Unsecured Indebtedness for purposes of the covenant set forth below in Section 2.1(a) "Maintenance

Definitions from Supplemental Indenture

This Twentieth Supplemental Indenture, dated as of July 5, 2016 (this Twentieth Supplemental Indenture), among Express Scripts Holding Company, a corporation organized and existing under the laws of the State of Delaware, having its principal office at One Express Way, St. Louis, Missouri (herein called the Company), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee hereunder (herein called the Trustee), supplements that certain Indenture, dated as of November 21, 2011, among the Company, the Guarantors and the Trustee (the Base Indenture and, together with this Twentieth Supplemental Indenture, the Indenture).

Definitions. The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Twentieth Supplemental Indenture otherwise requires) for all purposes of this Twentieth Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1. All other terms used in this Twentieth Supplemental Indenture that are defined in the Base Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Twentieth Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the Trust Indenture Act, as the case may be, as in force at the date of this Twentieth Supplemental Indenture as originally executed; provided that any term that is defined in both the Base Indenture and this Twentieth Supplemental Indenture shall have the meaning assigned to such term in this Twentieth Supplemental Indenture. Additional Securities has the meaning specified in Section 1.1(3). Appendix has the meaning specified in the recitals to this Twentieth Supplemental Indenture. 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 Securities 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 the Securities (assuming, for the purpose of this definition, that the Securities matured on January 16, 2046). Comparable Treasury Price means with respect to any Redemption Date: (i) the average of five Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Trustee obtains fewer than five Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations for the Redemption Date so obtained. Definitive Security means a certificated Security. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. Initial Securities means Securities in an aggregate principal amount of up to $1,500,000,000 initially issued under this Twentieth Supplemental Indenture in accordance with Section 1.1(3). Interest Payment Date has the meaning specified in Section 1.2(2). Maturity Date means July 15, 2046. Reference Treasury Dealer means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other primary United States government securities dealers selected by the Company (in each case, or their affiliates and their respective successors); provided that if any of the aforementioned Reference Treasury Dealers resigns, then the respective successor will be a primary United States government securities dealer in The City of New York 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 Trustee, 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 Trustee by such Reference Treasury Dealer at approximately 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date (or, in the case of a satisfaction and discharge, the third Business Day preceding deposit of the redemption amount). Regular Record Date for interest payable in respect of any Security on any Interest Payment Date means the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). remaining scheduled payments means, with respect to each Security to be redeemed, the remaining scheduled payments of principal and interest thereon that would be due if such Securities matured on January 16, 2046 but for such redemption; provided, however, that, if that Redemption Date is not an Interest Payment Date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date. Security Interest Rate has the meaning specified in Section 1.2(1). Securities has the meaning specified in Section 1.1(2). Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) 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

This Nineteenth Supplemental Indenture, dated as of July 5, 2016 (this Nineteenth Supplemental Indenture), among Express Scripts Holding Company, a corporation organized and existing under the laws of the State of Delaware, having its principal office at One Express Way, St. Louis, Missouri (herein called the Company), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee hereunder (herein called the Trustee), supplements that certain Indenture, dated as of November 21, 2011, among the Company, the Guarantors and the Trustee (the Base Indenture and, together with this Nineteenth Supplemental Indenture, the Indenture).

Definitions. The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Nineteenth Supplemental Indenture otherwise requires) for all purposes of this Nineteenth Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1. All other terms used in this Nineteenth Supplemental Indenture that are defined in the Base Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Nineteenth Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the Trust Indenture Act, as the case may be, as in force at the date of this Nineteenth Supplemental Indenture as originally executed; provided that any term that is defined in both the Base Indenture and this Nineteenth Supplemental Indenture shall have the meaning assigned to such term in this Nineteenth Supplemental Indenture. Additional Securities has the meaning specified in Section 1.1(3). Appendix has the meaning specified in the recitals to this Nineteenth Supplemental Indenture. 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 Securities 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 the Securities (assuming, for the purpose of this definition, that the Securities matured on December 1, 2026). Comparable Treasury Price means with respect to any Redemption Date: (i) the average of five Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Trustee obtains fewer than five Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations for the Redemption Date so obtained. Definitive Security means a certificated Security. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. Initial Securities means Securities in an aggregate principal amount of up to $1,500,000,000 initially issued under this Nineteenth Supplemental Indenture in accordance with Section 1.1(3). Interest Payment Date has the meaning specified in Section 1.2(2). Maturity Date means March 1, 2027. Reference Treasury Dealer means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other primary United States government securities dealers selected by the Company (in each case, or their affiliates and their respective successors); provided that if any of the aforementioned Reference Treasury Dealers resigns, then the respective successor will be a primary United States government securities dealer in The City of New York 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 Trustee, 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 Trustee by such Reference Treasury Dealer at approximately 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date (or, in the case of a satisfaction and discharge, the third Business Day preceding deposit of the redemption amount). Regular Record Date for interest payable in respect of any Security on any Interest Payment Date means the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). remaining scheduled payments means, with respect to each Security to be redeemed, the remaining scheduled payments of principal and interest thereon that would be due if such Securities matured on December 1, 2026 but for such redemption; provided, however, that, if that Redemption Date is not an Interest Payment Date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date. Security Interest Rate has the meaning specified in Section 1.2(1). Securities has the meaning specified in Section 1.1(2). Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) 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

This Eighteenth Supplemental Indenture, dated as of July 5, 2016 (this Eighteenth Supplemental Indenture), among Express Scripts Holding Company, a corporation organized and existing under the laws of the State of Delaware, having its principal office at One Express Way, St. Louis, Missouri (herein called the Company), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee hereunder (herein called the Trustee), supplements that certain Indenture, dated as of November 21, 2011, among the Company, the Guarantors and the Trustee (the Base Indenture and, together with this Eighteenth Supplemental Indenture, the Indenture).

Definitions. The terms defined in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Eighteenth Supplemental Indenture otherwise requires) for all purposes of this Eighteenth Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1. All other terms used in this Eighteenth Supplemental Indenture that are defined in the Base Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Eighteenth Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Base Indenture or the Trust Indenture Act, as the case may be, as in force at the date of this Eighteenth Supplemental Indenture as originally executed; provided that any term that is defined in both the Base Indenture and this Eighteenth Supplemental Indenture shall have the meaning assigned to such term in this Eighteenth Supplemental Indenture. Additional Securities has the meaning specified in Section 1.1(3). Appendix has the meaning specified in the recitals to this Eighteenth Supplemental Indenture. 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 Securities 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 the Securities (assuming, for the purpose of this definition, that the Securities matured on May 16, 2023). Comparable Treasury Price means with respect to any Redemption Date: (i) the average of five Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation, or (ii) if the Trustee obtains fewer than five Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations for the Redemption Date so obtained. Definitive Security means a certificated Security. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. Initial Securities means Securities in an aggregate principal amount of up to $1,000,000,000 initially issued under this Eighteenth Supplemental Indenture in accordance with Section 1.1(3). Interest Payment Date has the meaning specified in Section 1.2(2). Maturity Date means July 15, 2023. Reference Treasury Dealer means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other primary United States government securities dealers selected by the Company (in each case, or their affiliates and their respective successors); provided that if any of the aforementioned Reference Treasury Dealers resigns, then the respective successor will be a primary United States government securities dealer in The City of New York 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 Trustee, 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 Trustee by such Reference Treasury Dealer at approximately 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date (or, in the case of a satisfaction and discharge, the third Business Day preceding deposit of the redemption amount). Regular Record Date for interest payable in respect of any Security on any Interest Payment Date means the day that is 15 days prior to the relevant Interest Payment Date (whether or not a Business Day). remaining scheduled payments means, with respect to each Security to be redeemed, the remaining scheduled payments of principal and interest thereon that would be due if such Securities matured on May 16, 2023 but for such redemption; provided, however, that, if that Redemption Date is not an Interest Payment Date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that Redemption Date. Security Interest Rate has the meaning specified in Section 1.2(1). Securities has the meaning specified in Section 1.1(2). Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) 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 May 19, 2016 (this Supplemental Indenture), to the Indenture dated as of March 29, 2006 (as amended by the First Supplemental Indenture (as defined below) and as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the Base Indenture and, as amended, modified and supplemented by this Supplemental Indenture, the Indenture), by and between INTEL CORPORATION (the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the Trustee).

Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. As used herein, the following terms have the specified meanings: 2021 Notes has the meaning specified in the recitals of this Supplemental Indenture. 2026 Notes has the meaning specified in the recitals of this Supplemental Indenture. 2046 Notes has the meaning specified in the recitals of this Supplemental Indenture. Additional Notes has the meaning specified in Section 3.04 of this Supplemental Indenture. Applicable Par Call Date means with respect to the 2021 Notes, April 19, 2021, with respect to the 2026 Notes, February 19, 2026 and with respect to the 2046 Notes, November 19, 2045. Base Indenture has the meaning specified in the recitals of this Supplemental Indenture. Business Day when used with respect to any Note, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York (or such other Place of Payment as may be subsequently specified by the Company) are authorized or obligated by law or executive order to close. Company means the corporation specified as the Company in the recitals of this Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter Company shall mean such successor Person. 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 applicable Notes to be redeemed pursuant to Section 4.01 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 pursuant to Section 4.01 hereof, (1) the arithmetic average of the applicable Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four applicable Reference Treasury Dealer Quotations, the arithmetic average of all applicable Reference Treasury Dealer Quotations for such Redemption Date. Corporation means, for purposes of Section 801 of the Base Indenture as applied to the Notes, any corporation and not any other form of business entity. Depositary means The Depository Trust Company, a New York corporation, or any successor. References in the Base Indenture to U.S. Depository or Depository shall be deemed to refer to Depositary as defined in this Supplemental Indenture. First Supplemental Indenture has the meaning specified in the recitals of this Supplemental Indenture. Global Security means, with respect to any series of Notes, a Security executed by the Company and delivered by the Trustee to the Depositary or pursuant to a safekeeping agreement with the Depositary, all in accordance with the Indenture, which shall be registered in global form without interest coupons in the name of the Depositary or its nominee. References to global Security in the Base Indenture shall be deemed to refer to Global Security as defined in this Supplemental Indenture. Indenture has the meaning specified in the recitals of this Supplemental Indenture. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Company from time to time to act in such capacity. Initial 2021 Notes has the meaning set forth in Section 3.01(b). Initial 2026 Notes has the meaning set forth in Section 3.01(b). Initial 2046 Notes has the meaning set forth in Section 3.01(b). Initial Notes has the meaning set forth in Section 3.01(b). Notes has the meaning specified in the recitals of this Supplemental Indenture. Notice of Default has the meaning specified in Section 5.01(c). Officers Certificate means a certificate signed on behalf of the Company by chairman of the Board of Directors, chief executive officer, chief financial officer, principal accounting officer, treasurer, president, any vice president, controller, secretary, any assistant secretary or general counsel of the Company. For purposes of the Notes (and the Indenture as applicable to the Notes), all references in the Base Indenture to Officers Certificate shall be deemed to refer to Officers Certificate as defined in this Supplemental Indenture. Primary Treasury Dealer means a primary U.S. Government securities dealer in the United States of America. Property means any property or asset, whether real, personal or mixed, or tangible or intangible, including shares of capital stock. Reference Treasury Dealer means (1) J.P. Morgan Securities LLC

Definitions from Supplemental Indenture

SECOND SUPPLEMENTAL INDENTURE, dated as of May 16, 2016, (this Supplemental Indenture), between W.W. Grainger, Inc., an Illinois corporation (the Company) and U.S. Bank National Association, a national banking association (the Trustee).

Definitions. For all purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section 1.2. Adjusted 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. Base Indenture has the meaning set forth in the recitals hereto. Business Day means any day other than a Saturday or Sunday and other than a day on which banking institutions in New York, New York, are authorized or obligated by law or executive order to close. Certificated Security means a Security registered in the name of the Holder thereof and issued in accordance with Section 2.4 hereof, substantially in the form of the Security attached hereto as Exhibit A and that does not bear the Global Security Legend. Change of Control means the occurrence of any of the following: (1) 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), other than the Company or one of its 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 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; (2) 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 Companys assets and the assets of its subsidiaries, taken as a whole, to one or more Persons, other than the Company or one of its Subsidiaries; or (3) the first day on which a majority of the members of the Companys Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction shall not be deemed to be a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Companys Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. Change of Control Offer has the meaning set forth in Section 2.5(a). Change of Control Payment has the meaning set forth in Section 2.5(a). Change of Control Payment Date has the meaning set forth in Section 2.5(a). Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Company has the meaning set forth in the introductory paragraph hereof. Comparable Treasury Issue means the U.S. Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes 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, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is provided fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. Continuing Director means, as of any date of determination, any member of the Companys Board of Directors who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Companys proxy statement in which such member was named as a nominee for election as a director). Exchange Act means the Securities Exchange Act of 1934, as amended. Global Security has the meaning set forth in Section 2.4(a). Global Security Legend means the legend set forth in Section 2.4(c), which is to be placed on all Global Securities issued under the Indenture. Indenture has the meaning set forth in the recitals hereto. Independent Investment Banker means one of the Reference Treas

Definitions from Supplemental Indenture

THIRD SUPPLEMENTAL INDENTURE, dated as of November 3, 2015, (this Supplemental Indenture), between Mead Johnson Nutrition Company, a Delaware corporation (the Company) and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. For all purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section 1.2. Adjusted 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. Base Indenture has the meaning set forth in the recitals hereto. Business Day means any day other than a Saturday or Sunday and other than a day on which banking institutions in New York, New York, are authorized or obligated by law or executive order to close. Certificated Security means a Security registered in the name of the Holder thereof and issued in accordance with Section 2.4 hereof, substantially in the form of the Security attached hereto as Exhibit A-1 or Exhibit A-2, as applicable, and that does not bear the Global Security Legend. Change of Control means the occurrence of any of the following: (1) 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), other than the Company or one of its 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 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; (2) 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 Companys assets and the assets of its subsidiaries, taken as a whole, to one or more Persons, other than the Company or one of its Subsidiaries; or (3) the first day on which a majority of the members of the Companys Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction shall not be deemed to be a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Companys Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Company has the meaning set forth in the introductory paragraph hereof. Comparable Treasury Issue means the U.S. Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the applicable series of 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 series of Notes. Comparable Treasury Price means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company is provided fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. Continuing Director means, as of any date of determination, any member of the Companys Board of Directors who (1) was a member of such Board of Directors on the date the Notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Companys proxy statement in which such member was named as a nominee for election as a director). Exchange Act means the Securities Exchange Act of 1934, as amended. Global Security has the meaning set forth in Section 2.4(a). Global Security Legend means the legend set forth in Section 2.4(c), which is to be placed on all Global Securities issued under the Indenture. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Company. Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P, and the equivalent inve

Definitions from Supplemental Indenture

FIFTH SUPPLEMENTAL INDENTURE, dated as of July 29, 2015 (this Supplemental Indenture), to the Indenture dated as of March 29, 2006 (as amended by the First Supplemental Indenture (as defined below) and as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the Base Indenture and, as amended, modified and supplemented by this Supplemental Indenture, the Indenture), by and among INTEL CORPORATION (the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the Trustee).

Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. As used herein, the following terms have the specified meanings: 2020 Notes has the meaning specified in the recitals of this Supplemental Indenture. 2022 Notes has the meaning specified in the recitals of this Supplemental Indenture. 2025 Notes has the meaning specified in the recitals of this Supplemental Indenture. 2045 Notes has the meaning specified in the recitals of this Supplemental Indenture. Additional Notes has the meaning specified in Section 3.04 of this Supplemental Indenture. Altera Acquisition means the Companys acquisition of Altera Corporation pursuant to the Altera Merger Agreement. Altera Merger Agreement means the Agreement and Plan of Merger among the Company, 615 Corporation and Altera Corporation, dated as of May 31, 2015. Applicable Par Call Date means with respect to the 2025 Notes, April 29, 2025 and with respect to the 2045 Notes, January 29, 2045. Base Indenture has the meaning specified in the recitals of this Supplemental Indenture. Business Day when used with respect to any Note, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York (or such other Place of Payment as may be subsequently specified by the Company) are authorized or obligated by law or executive order to close. Company means the corporation specified as the Company in the recitals of this Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter Company shall mean such successor Person. 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 applicable Notes to be redeemed pursuant to Section 4.01 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 pursuant to Section 4.01 hereof, (1) the arithmetic average of the applicable Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four applicable Reference Treasury Dealer Quotations, the arithmetic average of all applicable Reference Treasury Dealer Quotations for such Redemption Date. Corporation means, for purposes of Section 801 of the Base Indenture as applied to the Notes, any corporation and not any other form of business entity. Depositary means The Depository Trust Company, a New York corporation, or any successor. References in the Base Indenture to U.S. Depository or Depository shall be deemed to refer to Depositary as defined in this Supplemental Indenture. First Supplemental Indenture has the meaning specified in the recitals of this Supplemental Indenture. Global Security means, with respect to any series of Notes, a Security executed by the Company and delivered by the Trustee to the Depositary or pursuant to a safekeeping agreement with the Depositary, all in accordance with the Indenture, which shall be registered in global form without interest coupons in the name of the Depositary or its nominee. References to global Security in the Base Indenture shall be deemed to refer to Global Security as defined in this Supplemental Indenture. Indenture has the meaning specified in the recitals of this Supplemental Indenture. Independent Investment Banker means one of the Reference Treasury Dealers appointed by the Company from time to time to act in such capacity. Initial 2020 Notes has the meaning set forth in Section 3.01(b). Initial 2022 Notes has the meaning set forth in Section 3.01(b). Initial 2025 Notes has the meaning set forth in Section 3.01(b). Initial 2045 Notes has the meaning set forth in Section 3.01(b). Initial Notes has the meaning set forth in Section 3.01(b). Notes has the meaning specified in the recitals of this Supplemental Indenture. Notice of Default has the meaning specified in Section 5.01(c). Officers Certificate means a certificate signed on behalf of the Company by chairman of the Board of Directors, chief executive officer, chief financial officer, principal accounting officer, treasurer, president, any vice president, controller, secretary, any assistant secretary or general counsel of the Company. For purposes of the Notes (and the Indenture as applicable to the Notes), all references in the Base Indenture to Officers Certificate shall be deemed to refer to Officer