Reference Treasury Dealers Uses in Definitions Clause

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE, dated as of June 11, 2015, (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-1 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 Tre

Definitions from Supplemental Indenture

This Thirteenth Supplemental Indenture, dated as of May 22, 2015 (the Supplemental Indenture), between Fiserv, Inc., a corporation duly organized and existing under the laws of the State of Wisconsin, having its principal office at 255 Fiserv Drive, Brookfield, Wisconsin (herein called the Company), and U.S. Bank National Association, a national banking association, as trustee hereunder (herein called the Trustee), supplements that certain Indenture, dated as of November 20, 2007, among the Company, certain subsidiaries of the Company and the Trustee (the Indenture).

Definitions. The terms defined in this Section 2.1 for all purposes of this Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires). All other terms used in this Supplemental Indenture that are defined in the Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Indenture or the Trust Indenture Act, as the case may be, as in force at the date of this Supplemental Indenture as originally executed. Additional Notes means any Notes (other than the Initial Notes) issued pursuant to this Supplemental Indenture in accordance with Section 1.1(2), as part of the same series and with the same CUSIP number as the Initial Notes, provided that if any Additional Notes are issued at a price that causes such Additional Notes to have original issue discount within the meaning of the Code, such Additional Notes shall not have the same CUSIP number as the Initial Notes. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Applicable Procedures means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. Below Investment Grade Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect to a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agency or Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). Business Day means any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close. Capital Stock of any Person means any and all shares, interests, participations or other equivalents (however designated) of capital stock of such Person and all warrants or options to acquire such capital stock. Change of Control Offer has the meaning specified in Section 6.3(1). Change of Control Payment has the meaning specified in Section 6.3(1). Change of Control Payment Date has the meaning specified in Section 6.3(2)(iii). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. 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 a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as such terms are used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries; (2) the approval by the holders of the Companys Common Stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Supplemental Indenture and the Indenture); (3) the consummatio

Definitions from Supplemental Indenture

This Twelfth Supplemental Indenture, dated as of May 22, 2015 (the Supplemental Indenture), between Fiserv, Inc., a corporation duly organized and existing under the laws of the State of Wisconsin, having its principal office at 255 Fiserv Drive, Brookfield, Wisconsin (herein called the Company), and U.S. Bank National Association, a national banking association, as trustee hereunder (herein called the Trustee), supplements that certain Indenture, dated as of November 20, 2007, among the Company, certain subsidiaries of the Company and the Trustee (the Indenture).

Definitions. The terms defined in this Section 2.1 for all purposes of this Supplemental Indenture and of any indenture supplemental hereto have the respective meanings specified in this Section 2.1 (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires). All other terms used in this Supplemental Indenture that are defined in the Indenture or the Trust Indenture Act, either directly or by reference therein (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires), have the respective meanings assigned to such terms in the Indenture or the Trust Indenture Act, as the case may be, as in force at the date of this Supplemental Indenture as originally executed. Additional Notes means any Notes (other than the Initial Notes) issued pursuant to this Supplemental Indenture in accordance with Section 1.1(2), as part of the same series and with the same CUSIP number as the Initial Notes, provided that if any Additional Notes are issued at a price that causes such Additional Notes to have original issue discount within the meaning of the Code, such Additional Notes shall not have the same CUSIP number as the Initial Notes. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Applicable Procedures means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable to such transaction and as in effect from time to time. Below Investment Grade Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect to a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agency or Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event). Business Day means any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close. Capital Stock of any Person means any and all shares, interests, participations or other equivalents (however designated) of capital stock of such Person and all warrants or options to acquire such capital stock. Change of Control Offer has the meaning specified in Section 6.3(1). Change of Control Payment has the meaning specified in Section 6.3(1). Change of Control Payment Date has the meaning specified in Section 6.3(2)(iii). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. 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 a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as such terms are used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries; (2) the approval by the holders of the Companys Common Stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Supplemental Indenture and the Indenture); (3) the consummatio

Definitions from Senior Note

INDENTURE dated as of February 12, 2015, among Cencosud S.A., a sociedad anonima organized under the laws of Chile (the Company), Cencosud Retail S.A., a sociedad anonima organized under the laws of Chile and a majority-owned subsidiary of the Company, as guarantor (the Guarantor), The Bank of New York Mellon, a corporation duly organized and existing under the laws of the State of New York authorized to conduct a banking business, as Trustee (the Trustee), Registrar, Paying Agent and Transfer Agent (as such terms are defined below), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (the Luxembourg Paying Agent) and Luxembourg Transfer Agent (the Luxembourg Transfer Agent).

Definitions. 2021 Notes means the Companys 5.500% notes due 2021 issued on January 20, 2011 in an aggregate principal amount of U.S.$750,000,000. 2023 Notes means the Companys 4.875% notes due 2023 issued on December 6, 2012 in an aggregate principal amount of U.S.$1,200,000,000. Additional Amounts has the meaning set forth in Section 5.05(a) hereof. Additional Securities means Securities issued pursuant to Section 2.01(c) hereof, if any. Affiliate means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Attributable Value means, as to any particular lease under which the Company or any Subsidiary is at any time liable as lessee and any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the interest rate inherent in such lease (as determined in good faith by the Company in accordance with generally accepted financial practice). Board of Directors means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification. Business Day means each day that is not a Legal Holiday. Chile means the Republic of Chile. Commission means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act. Company means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions hereof and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Securities. Company Order has the meaning set forth in Section 2.03(d) hereof. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities 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 Securities. Comparable Treasury Price means, with respect to a redemption date, (a) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations or (b) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated Net Tangible Assets means the total of all assets appearing on a consolidated balance sheet of the Company and the Subsidiaries, net of all applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets, less the aggregate of the current liabilities of the Company and the Subsidiaries appearing on such balance sheet as determined in accordance with IFRS. Corporate Trust Office means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 7E, New York, New York 10286, Attention: International Corporate Trust, or such other address as the Trustee may designate from time to time by notice to the Holders, the Company and the Guarantor, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders, the Company and the Guarantor). Covenant Defeasance has the meaning set forth in Section 9.01(c) hereof. Default means any event which is, or after notice or passage of time or both would be, an Event of Default. Event of Default has the meaning set forth in Section 7.01 hereof. Excess Additional Amounts means Additional Amounts in respect of interest received on the Securities at a rate of withholding or deduction in excess of 4.0%. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended. Global Securities has the meaning set forth in Appendix A. Guarantee means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing

Definitions from Senior Note

INDENTURE dated as of February 12, 2015, among Cencosud S.A., a sociedad anonima organized under the laws of Chile (the Company), Cencosud Retail S.A., a sociedad anonima organized under the laws of Chile and a majority-owned subsidiary of the Company, as guarantor (the Guarantor), The Bank of New York Mellon, a corporation duly organized and existing under the laws of the State of New York authorized to conduct a banking business, as Trustee (the Trustee), Registrar, Paying Agent and Transfer Agent (as such terms are defined below), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (the Luxembourg Paying Agent) and Luxembourg Transfer Agent (the Luxembourg Transfer Agent).

Definitions. 2021 Notes means the Companys 5.500% notes due 2021 issued on January 20, 2011 in an aggregate principal amount of U.S.$750,000,000. 2023 Notes means the Companys 4.875% notes due 2023 issued on December 6, 2012 in an aggregate principal amount of U.S.$1,200,000,000. Additional Amounts has the meaning set forth in Section 5.05(a) hereof. Additional Securities means Securities issued pursuant to Section 2.01(c) hereof, if any. Affiliate means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Attributable Value means, as to any particular lease under which the Company or any Subsidiary is at any time liable as lessee and any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the interest rate inherent in such lease (as determined in good faith by the Company in accordance with generally accepted financial practice). Board of Directors means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors. Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification. Business Day means each day that is not a Legal Holiday. Chile means the Republic of Chile. Commission means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act. Company means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions hereof and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Securities. Company Order has the meaning set forth in Section 2.03(d) hereof. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities 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 Securities. Comparable Treasury Price means, with respect to a redemption date, (a) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations or (b) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated Net Tangible Assets means the total of all assets appearing on a consolidated balance sheet of the Company and the Subsidiaries, net of all applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets, less the aggregate of the current liabilities of the Company and the Subsidiaries appearing on such balance sheet as determined in accordance with IFRS. Corporate Trust Office means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 7E, New York, New York 10286, Attention: International Corporate Trust, or such other address as the Trustee may designate from time to time by notice to the Holders, the Company and the Guarantor, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders, the Company and the Guarantor). Covenant Defeasance has the meaning set forth in Section 9.01(c) hereof. Default means any event which is, or after notice or passage of time or both would be, an Event of Default. Event of Default has the meaning set forth in Section 7.01 hereof. Excess Additional Amounts means Additional Amounts in respect of interest received on the Securities at a rate of withholding or deduction in excess of 4.0%. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended. Global Securities has the meaning set forth in Appendix A. Guarantee means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing

Definitions from Indenture

INDENTURE dated as of [*], 2015, among CNOOC Finance (2015) Australia Pty Ltd, a proprietary company incorporated under the laws of the State of Victoria, Australia (the Issuer), CNOOC Limited, a company incorporated under the laws of Hong Kong (the Guarantor), and The Bank of New York Mellon, as trustee (the Trustee), initial Paying Agent (as defined below) and initial Registrar (as defined below).

Definitions. Unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in the Trust Indenture Act. (b) Unless the context otherwise requires, the terms defined in this Section 1.01(b) shall for all purposes of this Indenture have the meanings hereinafter set forth, the following definitions to be equally applicable to both the singular and the plural forms of any of the terms herein defined: Additional Amounts has the meaning provided in Section 6.08(a). Additional Securities has the meaning provided in Section 3.13(a). Adjusted Consolidated Net Worth means the sum of the Guarantors (i) shareholders equity as determined under IFRS IASB and (ii) Subordinated Indebtedness. Attributable Value means, at the time of determination, the lesser of (i) the fair market value of the Principal Property subject to the Sale and Leaseback Transaction (as determined in good faith by any two members of the Board of Directors of the Guarantor) and (ii) the present value (discounted at a rate equal to the rate of interest on the Securities, compounded semi-annually) of the total amount of rent required to be paid under such lease during the remaining term thereof, including any period for which such lease has been extended. Such rental payments shall not include amounts payable by or on behalf of the lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Associate means an Associate of the Issuer for purposes of section 128F of the Australian Tax Act including (i) a person or entity which holds more than 50% of the voting shares of, or has sufficient influence over, the Issuer, (ii) any entity in which more than 50% of the voting shares are held by, or which is sufficiently influenced by, the Issuer, (iii) a trustee of a trust where the Issuer is capable of benefiting (whether directly or indirectly) under that trust, and (iv) a person or entity who is an Associate of another person or company which is an Associate of the Issuer under any of the foregoing. For the avoidance of doubt, an Associate of the Issuer includes any entity which is controlled by any person or entity (including a government) which directly or indirectly controls the Issuer or Guarantor. Australian Tax Act means the Income Tax Assessment Acts of 1936 and 1997 of Australia (together with any successor statute). Authenticating Agent has the meaning provided in Section 11.09. Authorized Officer means (i) with respect to the Issuer, any director or officer of the Issuer and (ii) with respect to the Guarantor, any director or officer of the Guarantor. Bankruptcy Code means Title 11 of the United States Code. Board of Directors means the directors of the Issuer or the Guarantor, acting collectively as a board in each case in accordance with the governing documents of the Issuer or the Guarantor, as the case may be, or any duly authorized committee of either such board. Board Resolution means a copy of a resolution of the Board of Directors of the Issuer or the Guarantor certified by a director or company secretary of the Issuer or the Guarantor, as the case may be, to have been duly adopted by the Board of Directors of the Issuer or the Guarantor, as the case may be, and to be in full force and effect on the date of such certification and delivered to the Trustee. Business Day means a day in The City of New York, Hong Kong and the applicable place of payment other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law or executive order to remain closed. Capital Stock means any and all shares, interests (including joint venture interests), participations or other equivalents (however designated) of capital stock of a corporation or any and all equivalent ownership interests in a Person (other than a corporation). Code means the U.S. Internal Revenue Code of 1986, as amended. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker 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 Securities to be redeemed. Comparable Treasury Price means, with respect to any Redemption Date pursuant to Section 4.07 hereof, (i) the average of the Reference Treasury Dealer Quotations for such Redemption

Definitions from Indenture

INDENTURE dated as of [*], 2015, among CNOOC Finance (2015) U.S.A. LLC, a limited liability company formed under the laws of the State of Delaware (the Issuer), CNOOC Limited, a company incorporated under the laws of Hong Kong (the Guarantor), and The Bank of New York Mellon, as trustee (the Trustee), initial Paying Agent (as defined below) and initial Registrar (as defined below).

Definitions. Unless otherwise defined in this Indenture or the context otherwise requires, all terms used herein shall have the meanings assigned to them in the Trust Indenture Act. (b) Unless the context otherwise requires, the terms defined in this Section 1.01(b) shall for all purposes of this Indenture have the meanings hereinafter set forth, the following definitions to be equally applicable to both the singular and the plural forms of any of the terms herein defined: Additional Amounts has the meaning provided in Section 6.08(a). Additional Securities has the meaning provided in Section 3.13(a). Adjusted Consolidated Net Worth means the sum of the Guarantors (i) shareholders equity as determined under IFRS IASB and (ii) Subordinated Indebtedness. Attributable Value means, at the time of determination, the lesser of (i) the fair market value of the Principal Property subject to the Sale and Leaseback Transaction (as determined in good faith by any two members of the Board of Directors of the Guarantor) and (ii) the present value (discounted at a rate equal to the rate of interest on the Securities, compounded semi-annually) of the total amount of rent required to be paid under such lease during the remaining term thereof, including any period for which such lease has been extended. Such rental payments shall not include amounts payable by or on behalf of the lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For the purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Authenticating Agent has the meaning provided in Section 11.09. Authorized Officer means (i) with respect to the Issuer, any director or officer of the Issuer and (ii) with respect to the Guarantor, any director or officer of the Guarantor. Bankruptcy Code means Title 11 of the United States Code. Board of Directors means the directors of the Issuer or the Guarantor, acting collectively as a board in each case in accordance with the governing documents of the Issuer or the Guarantor, as the case may be, or any duly authorized committee of either such board. Board Resolution means a copy of a resolution of the Board of Directors of the Issuer or the Guarantor certified by a director or company secretary of the Issuer or the Guarantor, as the case may be, to have been duly adopted by the Board of Directors of the Issuer or the Guarantor, as the case may be, and to be in full force and effect on the date of such certification and delivered to the Trustee. Business Day means a day in The City of New York, Hong Kong and the applicable place of payment other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by law or executive order to remain closed. Capital Stock means any and all shares, interests (including joint venture interests), participations or other equivalents (however designated) of capital stock of a corporation or any and all equivalent ownership interests in a Person (other than a corporation). Code means the U.S. Internal Revenue Code of 1986, as amended. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker 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 Securities to be redeemed. Comparable Treasury Price means, with respect to any Redemption Date pursuant to Section 4.07 hereof, (i) 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 (ii) if the Guarantor obtains fewer than three such Reference Treasury Dealer Quotations, the average of all quotations obtained. Consolidated Total Assets means the consolidated total assets of the Guarantor and its Subsidiaries as shown on the most recent audited consolidated balance sheet of the Guarantor. Corporate Trust Office, or other similar term, means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, New York, New York 10286, U.S.A., Attention: Global Corporate Trust with a copy to: The Bank of New York Mellon, Hong Kong Branch, Level 24, Three Pacific Place, 1 Queens Road East, Hong Kong, Attention: Corporate Trust, Facsimile: +852 22953283, or such other address as the Trustee may designate fro

Definitions from Supplemental Indenture

THIS TENTH SUPPLEMENTAL INDENTURE is made as of the 19th day of March 2015, by and between CENTURYLINK, INC., a Louisiana corporation, having its principal office at 100 CenturyLink Drive, Monroe, Louisiana 71203 (the Corporation), and REGIONS BANK (successor-in-interest to First American Bank & Trust of Louisiana and Regions Bank of Louisiana), an Alabama state banking corporation, as trustee (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. 144A Global Note means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Clearing Agency or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes issued in reliance on Rule 144A. Additional Interest has the meaning set forth in the Registration Rights Agreement. Additional Notes shall have the meaning set forth in Section 2.01. Applicable Procedures means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Clearing Agency, Euroclear and Clearstream that apply to such transfer or exchange. Broker-Dealer has the meaning set forth in the Registration Rights Agreement. 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 Corporations properties or assets and the properties or assets of its subsidiaries, taken as a whole, to any person (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Corporation or one of its subsidiaries; (2) the adoption of a plan relating to the liquidation or dissolution of the Corporation; (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) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Corporations Voting Stock; or (4) the first day on which a majority of the members of the Corporations board of directors are not Continuing Directors. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event. Clearing Agency means The Depository Trust Company or another organization registered as a Clearing Agency pursuant to Section 17A of the Exchange Act that is acting as a depositary with respect to the Notes and in whose name, or in the name of a nominee of that organization, shall be registered a global security evidencing the rights and obligations of holders in respect of the Notes and which shall undertake to effect book entry transfers and pledges of the Notes. Clearstream means Clearstream Banking, S.A. Comparable Treasury Issue means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (the Remaining Life) 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. 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 Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. Continuing Directors means, as of any date of determination, any member of the Corporations board of directors who (1) was a member of such board of directors on the Original Issue Date; or (2) was nominated for election or elected 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 or election. Custodian means the Trustee, as custodian with respect to the Global Notes, or any successor entity thereto. Definitive Note means a certificated Note registered in the name of the holder thereof and issued in accordance with Sections 2.01 and 2.04 hereof (including any Restricted Definitive Note and any Unrestricted Definitive Note), substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the Schedule of Exchanges of Interests in the Global Note attached thereto. Equity Interests means any and all shares, interests, rights to purchase, warrants, options or other equivalents of or interests in the capital stock of the Corporation, however designated. Equity Offering means a public or private offering for cash of Equity Interests of the Corporation, other than (i) public offerings with respect to Equity Interests of the Corporation registered on Form S-4 or S-8, (ii) an issuance to any subsidiaries of the Corporation or (iii) any offering of Equity Interests issued

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE, dated as of November 21, 2014 (this Supplemental Indenture), among Sears Holdings Corporation, a Delaware corporation (the Issuer), as obligor, and Computershare Trust Company, N.A., as trustee (the Trustee).

Definitions. For purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section. Additional Notes means any additional Notes (other than the Initial Notes) of the same series as the Initial Notes issued under this Supplemental Indenture in accordance with Section 2.07 hereof. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent or Custodian. Applicable Procedures means, with respect to any payment, tender, redemption, transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such payment, tender, redemption, transfer or exchange. Bankruptcy Law means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. Base Indenture shall have the meaning set forth in the first Recital hereof. Comparable Treasury Issue means the 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 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 Notes. Comparable Treasury Price means, with respect to any redemption date, (1) the arithmetic average (as determined by the Quotation Agent) 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 Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all such Reference Treasury Dealer Quotations for such redemption date. Custodian means the custodian with respect to any Global Note appointed by the Depositary, or any successor Person thereto, and shall initially be Computershare Trust Company, N.A. Default means any event which is, or after notice or lapse of time, or both, would become, an Event of Default. Definitive Note means a certificated Note registered in the name of the Holder thereof and issued in accordance with the terms hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the Schedule of Exchanges of Interests in the Global Note attached thereto. Depositary means, with respect to the Notes issuable or issued in whole or in part in the form of one of more Global Notes, each Person designated pursuant to Section 2.03 hereof until one or more successor Depositaries for the Notes shall have become such pursuant to the applicable provisions of this Supplemental Indenture. Exchange Act means the Securities Exchange Act of 1934, and any statute successor thereto, in each case as amended from time to time. GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. Global Note Legend means the legend set forth in Section 2.06(f), which is required to be placed on all Global Notes issued under this Supplemental Indenture. Global Notes means, individually and collectively, each of the Global Notes substantially in the form of Exhibit A hereto issued in accordance with the terms hereof. Holder means a Person in whose name a Note is registered on the Register. Indenture has the meaning set forth in the first paragraph of the Recitals hereof. Indirect Participant means a Person who holds beneficial interest in a Global Note through a Participant. Initial Notes means the $625.0 million aggregate principal amount of Notes issued under this Supplemental Indenture on the Issue Date. Issue Date means November 21, 2014. Issuer means the Person named as the Issuer in the preamble hereof until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter Issuer shall mean such successor Person. Notes has the meaning assigned to it in the second paragraph of the Recitals hereof. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Supplemental Indenture, and unless the context otherwise

Definitions from Supplemental Indenture

NINTH SUPPLEMENTAL INDENTURE, dated as of November 21, 2014, 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 Ninth 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 five 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 five 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 Ninth 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, Jefferies LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated and a Primary Treasury Dealer (defined herein) selected by each of, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., 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 one 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 U