Definitions

Definitions. Capitalized terms not defined herein shall have the meanings given to such terms in the Indenture.

Definitions. The definitions set forth in Section 1.1 of the SPA are hereby adopted and incorporated herein by this reference, except to the extent any of such terms are otherwise defined herein.

Definitions. (a) Section 1.02 is hereby amended by inserting the following definitions in the appropriate alphabetical order: 'Fifth Amendment' shall mean that certain Fifth Amendment to Amended and Restated Credit Agreement, dated as of May 11, 2012. (b) Section 1.02 is hereby amended by amending and restating the following definition as follows: 'Intercompany Notes' means the Initial Intercompany Note and any additional promissory notes payable by the Borrower to the Parent, in form and substance... satisfactory to the Administrative Agent. 'Subordinated Parent Debt' means intercompany Debt between the Borrower and the Parent (i) that by its terms does not allow the Parent to ask for, sue for, take, demand or accept from the Borrower by set-off or in any other manner any payment of principal or interest until the termination of the Commitments, no Letter of Credit is outstanding and all Swap Agreements secured by the Loan Documents shall be terminated and which is subject to a subordination agreement among the Parent, the Borrower, the Administrative Agent and the Second Lien Agent or (ii) under the Intercompany Notes with an aggregate principal amount of no more than $850,000,000 outstanding at any time. (c) The definition of 'Senior Notes' in Section 1.02 is hereby amended by amending and restating the first clause thereof as follows: 'Senior Notes' means Debt in respect of senior unsecured notes (issued under an indenture) issued by the Borrower from time to time (including guarantees thereof by the Guarantors), or issued by the Parent from time to time and guaranteed by the Borrower, that complies with all of the following requirements:' View More

Definitions. Section 1.02 is hereby amended by amending and restating the following definitions: "‘Agreement' means this Credit Agreement, as amended by that certain First Amendment to Credit Agreement dated as of November 30, 2010 and that certain Second Amendment dated as of April 13, 2011, as the same may from time to time be further amended, modified, supplemented or restated. ‘Applicable Margin' means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the Commitment Fee... Rate, as the case may be, the rate per annum set forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization Percentage then in effect: Borrowing Base Utilization Grid Borrowing Base Utilization <25.0% >25.0% >50.0% >75.0% >90.0% Percentage <50.0% <75.0% <90.0% Eurodollar Loans 1.75% 2.00% 2.25% 2.50% 2.75% ABR Loans 0.75% 1.00% 1.25% 1.50% 1.75% Commitment Fee Rate 0.375% 0.375% 0.50% 0.50% 0.50% Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change, provided, however, that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section 8.12(a), then the "Applicable Margin" means the rate per annum set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level. View More

Definitions. Section 1.02 is hereby amended by amending and restating subsection (h) of the definition of ‘Senior Notes' as follows: "‘(h)' the principal amount of the first issuance of any Senior Notes shall be in an amount sufficient to pay in full the obligations outstanding under the Second Lien Term Loan Agreement or the Bridge Loan, whichever is outstanding; and"

Definitions. (a) Section 1.02 is hereby amended by inserting the following definitions in sequential alphabetical order: '2011 Senior Notes' has the meaning assigned in Recital B of the Third Amendment 'Initial Intercompany Note' has the meaning assigned in Recital C of the Third Amendment 'Intercompany Notes' has the meaning assigned in Recital C of the Third Amendment 'Third Amendment' shall mean that certain Third Amendment to Amended and Restated Credit Agreement, dated as of January... 10, 2012. (b) Section 1.02 is hereby amended by amending and restating the following definitions: 'Indenture' has the meaning assigned in Recital B of the Third Amendment. 'Restricted Payment' means (i) any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any of its Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any of its Subsidiaries, (ii) any payment, prepayment or redemption of the Debt outstanding (including interest and fees) under the Second Lien Term Loan Agreement, (iii) any payment, prepayment or redemption of the Debt outstanding (including interest and fees) pursuant to the Senior Notes; and (iv) any payment, prepayment or redemption of the Debt outstanding (including interest and fees) under the Intercompany Notes. 'Subordinated Parent Debt' means intercompany Debt between the Borrower and the Parent (i) that by its terms does not allow the Parent to ask for, sue for, take, demand or accept from the Borrower by set-off or in any other manner any payment of principal or interest until the termination of the Commitments, no Letter of Credit is outstanding and all Swap Agreements secured by the Loan Documents shall be terminated and which is subject to a subordination agreement among the Parent, the Borrower, the Administrative Agent and the Second Lien Agent or (ii) under the Intercompany Notes with an aggregate principal amount of no more than $650,000,000 outstanding at any time. View More

Definitions. The following terms shall have the meanings set forth below: "Additional Retainer" means any additional retainer to which a Director is entitled under this Plan for service in a specified position, as set forth in Section 6(a). "Annual Additional Retainer Amount" means the annualized value of the Additional Retainer to which a Director is entitled under this Plan as of any particular time. "Annual Basic Retainer Amount" means the annualized value of the Basic Retainer to which a Director... is entitled under this Plan as of any particular time. "Annual Meeting" means an annual meeting of the shareholders of the Company. "Annual Retainer Amount" means the annualized value of the Retainer to which a Director is entitled under this Plan as of any particular time. 1 "Basic Retainer" means the retainer to which each Director is entitled under this Plan for service on the Board, as set forth in Section 6(a). "Beneficiaries" has the meaning set forth in Section 7(b)(iii). "Beneficiary Designation" has the meaning set forth in Section 7(b)(iii). "Board" means the Board of Directors of the Company. "Cash Account" has the meaning set forth in Section 7(a). "Chairman" means the Chairman of the Board. "Committee" means the People and Compensation Committee of the Board. "Common Stock" means the Company's common stock, par value $0.01 per share. The "Company" means Monsanto Company, a Delaware corporation. "Crediting Date" has the meaning set forth in Section 6(c)(iii). "Current Cash" has the meaning set forth in Section 6(a). "Deferral Account" means a bookkeeping account maintained by the Company for a Director representing the Director's interest in the stock units or cash credited to such account pursuant to Sections 6 and 7. "Deferred Cash" has the meaning set forth in Section 6(a). "Deferred Stock" means shares of Common Stock credited to a Stock Unit Account pursuant to Section 6(c)(ii) and Section 7 and later delivered pursuant to Section 7. "Delivery Election" has the meaning set forth in Section 7(b)(i). "Delivery Starting Date" has the meaning set forth in the Procedures. "Director" means an individual who is a non-employee member of the Board. The "Dividend Equivalent" for a given dividend or distribution means a number of shares (or fractions of a share) of Common Stock having a Value, as of the date such Dividend 2 Equivalent is credited to a Stock Unit Account, equal to the amount of cash, plus the fair market value on the date of distribution of any property, that is distributed with respect to one share of Common Stock pursuant to such dividend or distribution; such fair market value to be determined by the Committee in good faith. "Elective Amount" has the meaning set forth in Section 6(a). "Exchange Act" means the Securities Exchange Act of 1934. The "Initial Participation Date" for a Participant means the first day on which he or she became a Participant. The "Interest Rate" for a calendar year means the average Moody's Baa Bond Index Rate, as in effect from time to time. "Long-Term Incentive Plan" means the Monsanto Company Long-Term Incentive Plan or the Monsanto Company 2005 Long-Term Incentive Plan. "Month" means a calendar month. "Participant" has the meaning set forth in Section 5. "Periodic Election" has the meaning set forth in Section 6(a). "Plan" has the meaning set forth in Section 1. "Plan Year" means each period that begins on a September 1 and ends on the following August 31. "Procedures" means the rules established by the Committee relating to Periodic Elections, Delivery Elections and other compensation payable hereunder that is subject to Section 409A, as more fully described in Section 12. "Required Deferred Stock Amount" has the meaning set forth in Section 6(a). "Restricted Stock" means shares of Common Stock granted in accordance with Section 6(c)(ii). "Retainer" means the sum of the Basic Retainer and any Additional Retainer to which a Director is entitled under this Plan. "Section" means a section of the Plan except where otherwise specifically indicated. 3 "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "Stock Unit Account" has the meaning set forth in Section 7(a). "Term" means the term of years for which a Participant has been elected a Director. The "Termination Date" for a Participant is the date of the Participant's "separation from service" within the meaning of Section 409A. The "Value" of a share of Common Stock shall mean, with respect to any given date, the closing per-share sales prices for the shares of Common Stock during normal business hours on the New York Stock Exchange for that date, or if the shares of Common Stock were not traded on the New York Stock Exchange on that date, then on the next preceding date on which the shares were traded, all as reported by such source as the Committee may select. View More

Definitions. (a) "AOL Time Warner" shall mean AOL Time Warner Inc., a Delaware corporation, and any successor thereto. (b) "Average Market Price" shall mean the average (rounded to the nearest cent) of the means between the high and low sales prices of a share of Common Stock as reported on the New York Stock Exchange Composite Tape for the ten consecutive trading days ending on the date of the annual meeting of stockholders of the Company for the year with respect to which an annual grant of Restricted... Shares is automatically made pursuant to paragraph 5 of the Plan. (c) "Board" shall mean the Board of Directors of the Company. (d) "Commission" shall mean the Securities and Exchange Commission. (e) "Common Stock" shall mean the Common Stock, par value $.01 per share, of the Company. (f) "Company" shall mean (i) with respect to periods prior to January 11, 2001, Time Warner Inc. and (ii) with respect to periods on and after January 11, 2001, AOL Time Warner. (g) "Grant Date" shall have the meaning set forth in paragraph 5 of the Plan. (h) "Outside Director" shall mean a member of the Board of Directors of the Company who, as of the close of business on the date of the annual meeting of stockholders of the Company, is not an employee of the Company or any subsidiary of the Company. For the purposes hereof, a "subsidiary" of the Company shall mean any corporation, partnership or other entity in which the Company owns, directly or indirectly, an equity interest of 50% or more. (i) "Plan" shall mean this 1988 Restricted Stock Plan for Non-Employee Directors of the Company. (j) "Retained Distributions" shall mean distributions which are retained by the Company pursuant to paragraph 6(b) of the Plan. (k) "Restricted Shares" shall mean shares of Common Stock automatically granted to an Outside Director pursuant to paragraph 5 of the Plan. (l) "Restriction Period" shall mean the period of time specified in paragraph 6(a) hereof applicable to all Restricted Shares granted under the Plan. View More

Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

Definitions. Section 2. Amendments. Effective as of the date hereof as provided in Section 5 of this Amendment No. 1, the Credit Agreement is hereby amended as follows: 2.01. References in the Credit Agreement to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby. 2.02. Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions (or, in the case of any of... the following defined terms that are already defined in the Credit Agreement, by amending and restating in its entirety each such term to read as set forth below) in their proper respective alphabetical locations: "SCA" means Security Capital Assurance Ltd, a Bermuda limited liability company. "SCA IPO" means the issuance or sale of common shares of SCA to the public pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, in connection with an underwritten offering. "Significant Subsidiary" means, at any time, each Subsidiary of XL Capital that, as of such time, meets the definition of a "significant subsidiary" under Regulation S-X of the SEC; provided, however, that for purposes of this Agreement, from and after the consummation of the SCA IPO, neither SCA nor any of its Subsidiaries shall be a "Significant Subsidiary" of XL Capital. -2- "Subsidiary" means, with respect to any Person (the "parent"), at any date, any corporation (or similar entity) of which a majority of the shares of outstanding capital stock normally entitled to vote for the election of directors (regardless of any contingency which does or may suspend or dilute the voting rights of such capital stock) is at such time owned directly or indirectly by the parent or one or more subsidiaries of the parent; provided, however, that for purposes of this Agreement, from and after the consummation of the SCA IPO, neither SCA nor any of its Subsidiaries shall be a "Subsidiary" of any Account Party. Unless otherwise specified, "Subsidiary" means a Subsidiary of an Account Party. "XL Capital Group" means XL Capital Group as determined from time to time by A.M. Best & Co. (or its successor). 2.03. Section 6.09 of the Credit Agreement is hereby amended by inserting a new sentence at the end thereof to read as follows: "Notwithstanding anything in this Section to the contrary, from and after the SCA IPO, no Account Party will issue any Letter of Credit, or renew or permit to renew any Letter of Credit existing as of the SCA IPO, or use the proceeds of any Loan, to support the obligations of, or otherwise primarily for the general corporate purposes of, SCA and its Subsidiaries". 2.04. Section 7.08 of the Credit Agreement is hereby amended by inserting the word "Group" immediately after the reference in the first line thereof to "XL Capital". 2.05. Section 10.04(c) of the Credit Agreement is hereby amended by inserting a new clause (iii) at the end thereof to read as follows: "(iii) In the event that any Lender sells participations in a Loan or Commitment, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name of all participants in the Loans and Commitments held by it (the "Participant Register"). The entries in the Participant Register shall be conclusive in the absence of manifest error, and the participating Lender shall treat each Person whose name is recorded in the Participant Register as the Participant for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary." View More