Additional Definitions

Additional Definitions. As used herein, the following terms shall have the meanings given to them below and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, in correct alphabetical sequence the following definitions: (i) "Amendment No. 7" shall mean Amendment No. 7 to Loan and Security Agreement, dated as of December 21, 2012, by and among Borrowers, Guarantors, Agent and Lenders, as the same now exists or may hereafter be amended, modified,... supplemented, extended, renewed, restated or replaced. (ii) "Amendment No. 7 Effective Date" shall mean the first date on which the conditions precedent set forth in Section 3 of Amendment No. 7 are satisfied. View More

Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows: "Sixth Amendment" means that certain Limited Consent and Sixth Amendment to Amended and Restated Credit Agreement dated as of November 10, 2017, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

Additional Definitions. Each of the following definitions shall be added to the Loan Agreement: (i) "Amendment No. 1" shall mean Amendment No. 1 to Loan and Security Agreement, dated as of January 9, 2014, by and among Agent, Lenders, Borrowers and Guarantors. (ii) "Amendment No. 1 Effective Date" shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 1 shall have been satisfied and/or waived. (iii) "Quarterly Average Unused Line" shall have the meaning set forth in... Section 3.2 herein. View More

Additional Definitions. The Loan Agreement is hereby amended to add the following new definition thereto: ""Amendment No. 4" shall mean Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of December 11, 2015." ""Affiliated Company Agreement" shall mean that certain Affiliated Company Agreement, effective as of July 1, 2015, by and among the Borrowers party thereto, certain of the Aventine Affiliates, and Parent pursuant to which Parent will provide certain services to Borrowers as more... particularly set forth therein, as amended, restated, modified or supplemented from time to time. View More

Additional Definitions. The following definitions shall be inserted in alphabetical order in Section 1.01 of the Credit Agreement: "Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. "Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for... such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. "EEA Financial Institution" means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; "EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. "EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. "EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. "Write-Down and Conversion Powers" means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. View More

Additional Definitions. The Loan Agreement is hereby amended to add the following new definition thereto: "Amendment No. 8" shall mean Amendment No. 8 to Amended and Restated Loan and Security Agreement, dated as of December 15, 2016.

Additional Definitions. As used herein, the term "Amendment No. 2" shall mean Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of March 14, 2018, by and among Administrative Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and the Credit Agreement and the other Loan Documents shall be deemed and are hereby amended to include, in addition and not in limitation, such definition.

Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows: "Call Spread Counterparties" means one or more financial institutions selected by the Borrower. "Convertible Notes" means any Permitted Senior Unsecured Notes permitted to be incurred under the terms of this Agreement which are either (a) convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares of common... Equity Interests) and/or cash (in an amount (i) determined by reference to the publicly traded price of such common Equity Interests or (ii) equal to the principal amount of such Permitted Senior Unsecured Notes, whichever is greater) or (b) sold as common units constituting Equity Interests of the Parent with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common Equity Interests of the Parent and/or cash (in an amount determined by reference to the publicly traded price of such common Equity Interests). "Convertible Notes Indenture" means any indenture among the Borrower, as issuer, the guarantors (if any, including the Parent) party thereto from time to time and the trustee named therein, pursuant to which any Convertible Notes are issued. "Fifth Amendment" means that certain Limited Consent and Fifth Amendment to Second Amended and Restated Credit Agreement dated as of March 15, 2021, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto. "Permitted Bond Hedge Transactions" means the bond hedge or capped call options purchased by the Parent or the Borrower from the Call Spread Counterparties to hedge the Credit Parties' payment and/or delivery obligations due upon conversion of any Convertible Notes, so long as, the purchase price for such Permitted Bond Hedge Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Convertible Notes issued in connection with the Permitted Bond Hedge Transaction. View More

Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows: "BHC Act Affiliate" means, as to any Person, an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person. "Consolidated Cash Balance" means the aggregate amount of (a) cash, (b) cash equivalents and (c) any other marketable securities, treasury bonds and bills, certificates of... deposit, investments in money market funds and commercial paper, in each case, held or owned by (either directly or indirectly), credited to the account of or that would otherwise be required to be reflected as an asset on the balance sheet of the Borrower or any other Credit Party; provided that the Consolidated Cash Balance shall exclude (i) any cash or cash equivalents for which the Borrower or any other Credit Party have issued checks or initiated wires or ACH transfers in order to utilize such cash or cash equivalents, (ii) cash or cash equivalents in an amount not to exceed $5,000,000 in the aggregate for which the Borrower or any other Credit Party in their respective good faith discretion, will issue checks or initiate wires or ACH transfers within five (5) Business Days in order to utilize such cash or cash equivalents, (iii) any cash or cash equivalents set aside to pay royalty obligations, working interest obligations, production payments and severance taxes of the Borrower or any other Credit Party then due and owing to third parties and for which the Borrower or such other Credit Party has issued checks or has initiated wires or ACH transfers (or, in their respective good faith discretion, will issue checks or initiate wires or ACH transfers within five (5) Business Days in order to make such payments), (iv) any cash or cash equivalents set aside to pay (1) payroll, (2) payroll taxes, (3) other taxes, (4) employee wage and benefit payments, and (5) trust and fiduciary obligations, of the Borrower or any other Credit Party then due and owing (or, in their respective good faith discretion, will become due and owing within five (5) Business Days), and (v) any cash or cash equivalents of the Borrower or any other Credit Party constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with a third party that is not an Affiliate of the Borrower or any Credit Party containing customary provisions regarding the payment and refunding of such deposits and otherwise permitted under this Agreement. "Covered Entity" means any of the following: (a) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b) "Covered Party" has the meaning given to such term in Section 12.21. "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. "First Amendment" means that certain First Amendment to Credit Agreement dated as of June 18, 2020, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto. "QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). Page 2 "QFC Credit Support" has the meaning given to such term in Section 12.21. "Supported QFC" has the meaning given to such term in Section 12.21. "U.S. Special Resolution Regimes" has the meaning given to such term in Section 12.21. View More