Forest City Realty Trust, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of __________, 20__, by and between Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).

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AGREEMENT AND PLAN OF MERGER by and among FOREST CITY REALTY TRUST, INC., ANTLIA HOLDINGS LLC, and ANTLIA MERGER SUB INC. Dated as of July 30, 2018
Merger Agreement • July 31st, 2018 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2018, is by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), Antlia Holdings LLC, a Delaware limited liability company (“Parent”), and Antlia Merger Sub Inc., a Maryland corporation and wholly owned Subsidiary of Parent (“Merger Sub”).

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LIMITED PARTNERSHIP AGREEMENT OF FOREST CITY ENTERPRISES, L.P.
Limited Partnership Agreement • January 4th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Forest City Enterprises, L.P. (the “Partnership”), dated as of December 31, 2015, is entered into by and among Forest City Realty Trust, Inc., a Maryland corporation (the “General Partner”), as the general partner of and a limited partner in the Partnership, and FCILP, LLC, a Delaware limited liability company (the “Initial LP”), together with any other Persons who become Partners in the Partnership as provided herein.

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LIMITED PARTNERSHIP AGREEMENT OF FOREST CITY ENTERPRISES, L.P. Dated as of: [●], 2015
Limited Partnership Agreement • July 10th, 2015 • Forest City Realty Trust, Inc. • Delaware

THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), of Forest City Enterprises, L.P. (the “Partnership”), dated as of [●], 2015, is entered into by and among Forest City Realty Trust, Inc., a Maryland corporation (the “General Partner”), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney-in-fact for each of the persons and entities identified on Exhibit A hereof as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.

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Re: Employment Agreement
Employment Agreement • July 31st, 2018 • Forest City Realty Trust, Inc. • Real estate investment trusts • Ohio

This letter is to affirm our intent to have you serve as an employee of Forest City Employer, LLC (the “Company”) effective as of January 1, 2016 (the “Effective Date”). The following letter agreement (the “Agreement”) outlines the terms and conditions of your employment. You and the Company are parties to a letter agreement (the “Original Agreement”) dated as of the Effective Date. The Company and Employee hereby amend and restate the Original Agreement, as set forth herein, so that this Agreement replaces and supersedes the Original Agreement in its entirety.

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FOREST CITY REALTY TRUST, INC. PERFORMANCE SHARES AGREEMENT
Performance Shares Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

WHEREAS, the grant of Performance Shares was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the Company that was duly adopted on ___________ (the “Date of Grant”), and the execution of a Performance Shares Agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Committee that was duly adopted on the Date of Grant; and

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FOREST CITY ENTERPRISES, INC., FOREST CITY REALTY TRUST, INC., AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 20, 2015 TO INDENTURE Dated as of October 26, 2009 5.00% Convertible...
Second Supplemental Indenture • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 20, 2015, among Forest City Enterprises, Inc., an Ohio corporation (“Forest City”), Forest City Realty Trust, Inc., a Maryland corporation and wholly-owned subsidiary of Forest City (“Forest City REIT”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

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AGREEMENT
Employment Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts

THIS AGREEMENT MADE AND ENTERED INTO as of this 1st day of January, 2016 (the “Effective Date”), by and between FOREST CITY EMPLOYER, LLC of Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267, hereinafter referred to as “Company”, and JAMES A. RATNER (“Employee”).

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FOREST CITY REALTY TRUST, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT, effective as of __________ by and between FOREST CITY REALTY TRUST, INC. (the “Company”) and _________, an employee of the Company or a Subsidiary (the “Grantee”). All capitalized terms have the meanings set forth in the Forest City Realty Trust, Inc. 1994 Stock Plan (the “Plan”) unless otherwise specifically provided.

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FOREST CITY REALTY TRUST, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Directors)
Nonqualified Stock Option Agreement • February 23rd, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

WHEREAS, a grant of Option Rights to the Grantee, and the execution of a Nonqualified Stock Option Agreement in the form hereof (this “Agreement”) to evidence such grant, were authorized by unanimous approval of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company on _____________, 20___ (the “Date of Grant”); and

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AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • July 31st, 2018 • Forest City Realty Trust, Inc. • Real estate investment trusts • Ohio

This Change of Control Agreement (“Agreement”) is made as of , 2018, by and between Forest City Employer, LLC (the “Company”) and [•] (“Employee”). The Company and Employee are parties to a Change of Control Agreement (the “Original Agreement”) dated as of , 2018 (the “Effective Date”). The Company and Employee hereby amend and restate the Original Agreement, as set forth herein, so that this Agreement replaces and supersedes the Original Agreement in its entirety.

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FOREST CITY REALTY TRUST, INC. RESTRICTED SHARES AGREEMENT
Restricted Shares Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED SHARES AGREEMENT (this “Agreement”) effective as of _____________ is made by and between Forest City Realty Trust, Inc. (the “Company”), and _________, the Grantee (the “Grantee”). All capitalized terms have the meanings set forth in the Forest City Realty Trust, Inc. 1994 Stock Plan (the “Plan”) unless otherwise specifically provided.

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PURCHASE AGREEMENT
Purchase Agreement • March 9th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts

___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is selling Existing Notes (as defined below) hereunder, a “Holder”), enters into this Purchase Agreement (this “Agreement”) with Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), on March __, 2016 whereby the Holders will sell to the Company for cash (the “Transaction”) the Company’s existing 4.25% Convertible Senior Notes due 2018 (the “Existing Notes”) issued pursuant to the provisions of the Indenture, dated July 19, 2011 (as supplemented to the date hereto, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

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AGREEMENT
Employment Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts

THIS AGREEMENT MADE AND ENTERED INTO as of this 1st day of January, 2016 (the “Effective Date”), by and between FOREST CITY EMPLOYER, LLC, of Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267, hereinafter referred to as “Company”, and ROBERT G. O’BRIEN, hereinafter referred to as “Employee”.

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FOREST CITY ENTERPRISES, INC., FOREST CITY REALTY TRUST, INC., AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 20, 2015 TO INDENTURE Dated as of July 19, 2013 3.625% Convertible Senior...
First Supplemental Indenture • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 20, 2015, among Forest City Enterprises, Inc., an Ohio corporation (“Forest City”), Forest City Realty Trust, Inc., a Maryland corporation and wholly-owned subsidiary of Forest City (“Forest City REIT”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This Assignment and Assumption Agreement (this “Agreement”) is made as of December 31, 2015 (the “Effective Date”), by and between Forest City Enterprises, Inc. (“Assignor”) and Forest City Realty Trust, Inc. (“Assignee”).

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CREDIT AGREEMENT Dated as of November 17, 2015 among
Credit Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 17, 2015, among FOREST CITY ENTERPRISES, INC., an Ohio corporation, certain affiliates of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (together with its successors, “Bank of America”), as Administrative Agent, and Bank of America and PNC BANK, NATIONAL ASSOCIATION (together with its successors, “PNC”), as Swing Line Lenders and L/C Issuers.

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AGREEMENT
Shareholder Agreement • March 27th, 2018 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and the entities and natural persons listed in Exhibit A (collectively, “Scopia”) (each of the Company and Scopia, a “Party” to this Agreement, and collectively, the “Parties”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts • Delaware

This Assignment and Assumption Agreement (this “Agreement”) is made as of December 31, 2015 (the “Effective Date”), by and between Forest City Enterprises, Inc. (“Assignor”) and Forest City Employer, LLC (“Assignee”).

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FOREST CITY REALTY TRUST, INC. RESTRICTED SHARES AGREEMENT (Directors)
Restricted Shares Agreement • May 4th, 2017 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

WHEREAS, a grant of Restricted Shares to the Grantee, and the execution of a Restricted Shares Agreement in the form hereof (this “Agreement”) to evidence such grant, were authorized by unanimous approval of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company on ____________, 20___ (the “Date of Grant”); and

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December 27, 2016
Vesting of Equity Awards • January 3rd, 2017 • Forest City Realty Trust, Inc. • Real estate investment trusts
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RECLASSIFICATION AGREEMENT by and between FOREST CITY REALTY TRUST, INC. and RMS, LIMITED PARTNERSHIP Dated as of December 5, 2016
Reclassification Agreement • December 6th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This RECLASSIFICATION AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2016, by and between Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), and RMS, Limited Partnership, an Ohio limited partnership (“RMS”);

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January 4, 2016
Credit Agreement • May 5th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York
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AMENDMENT NO. 1 TO RECLASSIFICATION AGREEMENT
Reclassification Agreement • March 27th, 2018 • Forest City Realty Trust, Inc. • Real estate investment trusts

AMENDMENT NO. 1 (this “Amendment”), dated as of March 22, 2018, to that certain Reclassification Agreement, dated as of December 5, 2016 (the “Reclassification Agreement”), by and between Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and RMS, Limited Partnership, an Ohio limited partnership (“RMS”). All capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Reclassification Agreement or as otherwise defined elsewhere in this Amendment unless the context clearly indicates otherwise.

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AGREEMENT
Agreement • March 27th, 2018 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and the entities and natural persons listed in Exhibit A (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

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Contract
Voting and Support Agreement • December 6th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This VOTING AND SUPPORT AGREEMENT, dated December 5, 2016 (this “Agreement”) is by and between Forest City Realty Trust, Inc. (the “Company”), on the one hand, and Scopia Capital Management LP and Scopia Management, Inc. (“Scopia Management”), on behalf of themselves and their Affiliates, on the other (Scopia Capital Management LP and Scopia Management, together with their Affiliates, the “Scopia Parties”).

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AGREEMENT
Employment Agreement • February 23rd, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts

THIS AGREEMENT MADE AND ENTERED INTO as of this 1st day of January, 2016 (the “Effective Date”), by and between FOREST CITY EMPLOYER, LLC of Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267, hereinafter referred to as “Company”, and CHARLES A. RATNER (“Employee”).

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IRREVOCABLE PROXY
Irrevocable Proxy • December 6th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This IRREVOCABLE PROXY (this “Irrevocable Proxy”), is made and entered into as of December 5, 2016, by and between Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), and RMS, Limited Partnership, an Ohio limited partnership (“RMS”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.

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JOINDER AGREEMENT
Joinder Agreement • February 23rd, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

JOINDER AGREEMENT, dated as of January 4, 2016 (this “Joinder Agreement”), made by Forest City Realty Trust Inc. (the “New Guarantor”) in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Credit Agreement, dated as of November 17, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Forest City Enterprises, L.P. (permitted successor to Forest City Enterprises, Inc.) (together with its permitted successors and assigns, the “Borrower”), the affiliates of the Borrower identified therein as Guarantors, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and PNC Bank, National Association, as Swing Line Lenders and L/C Issuers.

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FIRST AMENDMENT TO FOREST CITY 401(K) EMPLOYEE SAVINGS PLAN & TRUST
Forest City 401(k) Employee Savings Plan & Trust • November 23rd, 2015 • Forest City Realty Trust, Inc. • Real estate investment trusts

The Forest City 401(k) Employee Savings Plan & Trust, originally effective as of May 1, 1992, as presently maintained under an amendment

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AGREEMENT
Employment Agreement • February 23rd, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts

THIS AGREEMENT MADE AND ENTERED INTO this 1st day of January, 2016 (the “Effective Date”), by and between FOREST CITY EMPLOYER, LLC (the “Company”), and BRUCE C. RATNER (“Employee”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 5th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

SECOND AMENDMENT, dated as of May 4, 2016 (this “Agreement”), to the Credit Agreement, dated as of November 17, 2015, among FOREST CITY ENTERPRISES, L.P., a Delaware limited partnership (f/k/a FOREST CITY ENTERPRISES, INC., an Ohio corporation) (the “Borrower”), certain affiliates of the Borrower from time to time party thereto, as Guarantors, each lender from time to time party, BANK OF AMERICA, N.A. (together with its successors, “Bank of America”), as Administrative Agent, and Bank of America and PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lenders and L/C Issuers (as amended as of January 4, 2016 and as may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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Forest City Realty Trust, Inc.
Reimbursement Agreement • February 27th, 2017 • Forest City Realty Trust, Inc. • Real estate investment trusts • Maryland

This letter memorializes the agreement of Forest City Realty Trust, Inc. (the “Company”) to reimburse RMS, Limited Partnership (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents, being referred to as “RMS”) and each natural and legal person named in Schedule I hereto and any direct and indirect transferee from any such person (if such transfer is made by means of a gift or bequest, and/or for liability, tax or estate planning purposes) of Class B Shares (as defined below) (each such natural or legal person or direct or indirect transferee, together with their respective officers, directors, employees, beneficiaries, trustees, representatives and agents, being referred to as a “Member of the Ratner Family,” and RMS and each Member of the Ratner Family, being referred to as a “Reimbursed Person”) for certain costs, fees, expenses, losses, damages and liabilities on the terms and subject to the conditions set forth herein.

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CREDIT AGREEMENT Dated as of May 4, 2016 among
Credit Agreement • May 5th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 4, 2016, among FOREST CITY ENTERPRISES, L.P., a Delaware limited partnership (the “Borrower”), FOREST CITY REALTY TRUST, INC., a Maryland corporation (the “Parent”), and certain subsidiaries of the Parent from time to time party hereto as guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A. (together with its successors, “Bank of America”), as Administrative Agent.

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Re: Forest City Enterprises Accordion Exercise
Credit Agreement • May 5th, 2016 • Forest City Realty Trust, Inc. • Real estate investment trusts

Reference is made to that certain Credit Agreement, dated as of November 17, 2015, among FOREST CITY ENTERPRISES, L.P., a Delaware limited partnership (f/k/a FOREST CITY ENTERPRISES, INC., an Ohio corporation) (the “Borrower”), certain affiliates of the Borrower from time to time party thereto, as Guarantors, each lender from time to time party thereto, BANK OF AMERICA, N.A. (together with its successors, “Bank of America”), as Administrative Agent, and Bank of America and PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lenders and L/C Issuers (as heretofore amended, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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