BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD INFRASTRUCTURE PARTNERS L.P. March 28,...Agreement • March 28th, 2014 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AGREEMENT is made as of the 28th day of March, 2014 among BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED (the “General Partner”), an exempted company existing under the laws of Bermuda, as the General Partner, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.
GUARANTEEGuarantee • July 27th, 2023 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
BY: BROOKFIELD INFRASTRUCTURE PARTNERS L.P., an exempted limited partnership formed under the laws of Bermuda (“BIP”) - and - BROOKFIELD INFRASTRUCTURE L.P., an exempted limited partnership formed under the laws of Bermuda (“Holding LP”) - and - BIP Bermuda holdings i limited, an exempted company incorporated under the laws of Bermuda (“BRM Holdco”) - and - BROOKFIELD INFRASTRUCTURE holdings (canada) inc., a corporation incorporated under the laws of Ontario (“Can Holdco”) - and - BROOKFIELD INFRASTRUCTURE LLC, a limited liability company formed under the laws of Delaware (“BI LLC”) (each, a “Guarantor” and, collectively, the “Guarantors”)
UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • Brookfield Infrastructure Partners L.P. • Water transportation • New York
RBC Dominion Securities Inc. (“RBC”), BMO Nesbitt Burns Inc. (“BMO”), CIBC World Markets Inc. (“CIBC”), National Bank Financial Inc. (“NBF”) and Wells Fargo Securities Canada, Ltd. (“WFS” and together with RBC, BMO, CIBC and NBF, the “Representatives”) and Citigroup Global Markets Canada Inc., Deutsche Bank Securities Inc., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., TD Securities Inc., Barclays Capital Canada Inc., Credit Suisse Securities (Canada), Inc., J.P. Morgan Securities Canada, Inc., Sera Global Securities Canada LP, Desjardins Securities Inc., iA Private Wealth Inc., Manulife Securities Incorporated and Raymond James Ltd. (each of the foregoing, an “Underwriter”, and, collectively the “Underwriters”) understand that Brookfield Infrastructure Partners L.P. (“BIP”) proposes to issue 8,240,800 limited partnership units (the “Units”) through the Underwriters (the “Offering”).
FORM OF SUBORDINATE CREDIT AGREEMENT between BIP Bermuda Holdings I Limited as Borrower and BUUK Bermuda Holdco Limited as Lender Effective as of ∎, 2020Credit Agreement • March 4th, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
THIS CREDIT AGREEMENT is effective as of ∎, 2020 and is entered into between BIP Bermuda Holdings I Limited, as the initial Borrower, such Persons as become Borrowers hereunder from time to time, and BUUK Bermuda Holdco Limited, as the Lender.
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. - and - BROOKFIELD INFRASTRUCTURE SPECIAL L.P. - and - BIP REU HOLDINGS (2015) LP - and - BIP REU HOLDINGS (2016) LP - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIMEAgreement • February 16th, 2018 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AGREEMENT is made as of the 16th day of February, 2018 among BROOKFIELD INFRASTRUCTURE PARTNERS L.P. (the “Managing General Partner” or “BIP”), an exempted limited partnership existing under the laws of Bermuda, as the Managing General Partner, BROOKFIELD INFRASTRUCTURE SPECIAL L.P. (the “Special General Partner”) an exempted limited partnership existing under the laws of Bermuda, as the Special General Partner, BIP REU HOLDINGS (2015) LP, a limited partnership existing under the laws of the Province of Ontario, as Limited Partner, BIP REU HOLDINGS (2016) LP, a limited partnership existing under the laws of the Province of Ontario, as Limited Partner, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.
THIS GUARANTEE INDENTURE dated as of February 5, 2019;Guarantee • February 28th, 2019 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
WHEREAS pursuant to the terms of this guarantee indenture (this “Guarantee”) the Guarantors have agreed to guarantee in favour of the Holders (as defined below) the payment of the Senior Preferred Share Obligations (as defined below), pursuant to the terms of the Senior Preferred Shares (as defined below);
BROOKFIELD INFRASTRUCTURE FINANCE ULC, BROOKFIELD INFRASTRUCTURE FINANCE LLC, BROOKFIELD INFRASTRUCTURE FINANCE LIMITED, and BROOKFIELD INFRASTRUCTURE FINANCE PTY LTD Issuers and COMPUTERSHARE TRUST COMPANY OF CANADA Trustee THIRTEENTH SUPPLEMENTAL...Brookfield Infrastructure Partners L.P. • July 27th, 2023 • Water transportation
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. - and – BROOKFIELD INFRASTRUCTURE SPECIAL L.P. - and - BILP HOLDING L.P. - and - BIG HOLDINGS L.P. - and – EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME THIRD AMENDED AND...Agreement • March 28th, 2014 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AGREEMENT is made as of the 28th day of March, 2014 among BROOKFIELD INFRASTRUCTURE PARTNERS L.P. (the “Managing General Partner” or “BIP”), an exempted limited partnership existing under the laws of Bermuda, as the Managing General Partner, BROOKFIELD INFRASTRUCTURE SPECIAL L.P. (the “Special Limited Partner”) an exempted limited partnership existing under the laws of Bermuda, as the Special Limited Partner, BILP HOLDING L.P., a limited partnership existing under the laws of the Province of Ontario and BIG HOLDINGS L.P., a limited partnership existing under the laws of the Province of Manitoba, as Limited Partners, and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.
BROOKFIELD ASSET MANAGEMENT INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent RIGHTS AGREEMENT Dated as of [●], 2020Rights Agreement • March 10th, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Delaware
This Rights Agreement (this “Agreement”) is dated as of [•], 2020 between Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (“BAM”), and Wilmington Trust, National Association (the “Rights Agent”).
BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD INFRASTRUCTURE CORPORATION - and - BROOKFIELD INFRASTRUCTURE PARTNERS L.P.Registration Rights Agreement • September 25th, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
WHEREAS, BIPC desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Shares (as defined herein) on the terms and subject to the conditions set forth herein.
TRADEMARK SUBLICENSE AGREEMENTTrademark Sublicense Agreement • December 13th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture) • Ontario
THIS AGREEMENT (“Agreement”) is effective the 21st day of May, 2007 (the “Effective Date”) by and between Brookfield Global Asset Management Inc, an Ireland corporation, having a place of business at First Floor, Fitzwilton House, Wilton Place, Dublin 2, Ireland (“Sublicensor”) and Brookfield Infrastructure Partners L.P., a Bermuda limited partnership, having a place of business at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda (“Sublicensee”).
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. FIFTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • June 1st, 2021 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 24th day of May, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE L.P. SEVENTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • June 1st, 2021 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018 (the “Agreement”) of Brookfield Infrastructure L.P. (the “Partnership”) is made as of the 24th day of May 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. THIRD AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • September 21st, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 21st day of September, 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
SUPPORT AGREEMENTSupport Agreement • March 9th, 2022 • Brookfield Infrastructure Partners L.P. • Water transportation • Alberta
This SUPPORT AGREEMENT is made as of August 20, 2021 (this “Agreement”), among Brookfield Infrastructure Corporation (“BIPC”), a corporation incorporated under the laws of the Province of British Columbia, Brookfield Infrastructure Partners L.P. (“BIP”), an exempted limited partnership existing under the laws of Bermuda, Brookfield Infrastructure Corporation Exchange Limited Partnership (“Exchange LP”), a limited partnership existing under the laws of the Province of Alberta, Brookfield Infrastructure Corporation Exchange GP Inc. (“Exchange GP”), a corporation existing under the laws of the Province of Alberta and Brookfield Infrastructure Holdings (Canada) Inc. (“LP Co”), a corporation existing under the laws of the Province of Ontario.
THIS GUARANTEE INDENTURE dated as of March 30, 2020;Guarantee • April 2nd, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
WHEREAS pursuant to the terms of this guarantee indenture (the "Guarantee") the Guarantor has agreed to guarantee in favour of the Holders (as defined below) the payment of the Class A Preferred LP Unit Obligations (as defined below), pursuant to the terms of the Guaranteed Class A Preferred LP Units (as defined below);
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • April 2nd, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
THIS AMENDMENT (the "Amendment") to the Amended and Restated Master Services Agreement, dated as of March 13, 2015 (the "Agreement") among Brookfield Asset Management Inc. ("BAM"), Brookfield Infrastructure Partners L.P. (the "BIP Partnership") and others is made as of the 31st day of March, 2020 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE L.P. THIRD AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 26th, 2017 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 29, 2016, as amended by the First Amendment to the Amended and Restated Limited Partnership Agreement dated as of August 2, 2016 and the Second Amendment to the Amended and Restated Limited Partnership Agreement dated as of September 14, 2016 (the “Agreement”) of Brookfield Infrastructure L.P. (the “Partnership”) is made as of the 26th day of January, 2017, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Brookfield Infrastructure Partners L.P. • Water transportation • New York
Morgan Stanley & Co. LLC (“MS”), BofA Securities, Inc. (“BofA”), J.P. Morgan Securities LLC (“JPM”), RBC Capital Markets, LLC (“RBC”), Wells Fargo Securities, LLC (“Wells” and, together with MS, BofA, JPM and RBC, the “Representatives”), MUFG Securities Americas Inc. and TD Securities (USA) LLC (each of the foregoing, an “Underwriter”, and, collectively the “Underwriters”) understand that Brookfield Infrastructure Partners L.P. (“BIP”) proposes to issue 8,000,000 5.00% Class A Preferred Limited Partnership Units, Series 14, representing preferred limited partner interests in BIP with a liquidation preference of $25.00 per unit (the “Units”) through the Underwriters (the “Offering”).
BROOKFIELD INFRASTRUCTURE L.P. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Infrastructure Partners L.P. • March 12th, 2015 • Water transportation
THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Limited Partnership Agreement dated as of March 28, 2014 (the “Agreement”) of Brookfield Infrastructure L.P. (the “Partnership”) is made as of the 12th day of March, 2015, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • August 2nd, 2016 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 29, 2016 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 2nd day of August, 2016, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 23rd, 2018 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 9, 2017 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 23rd day of January, 2018, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD ASSET MANAGEMENT INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent RIGHTS AGREEMENT Dated as of March 31, 2020Rights Agreement • September 25th, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Delaware
This Rights Agreement (this "Agreement") is dated as of March 31, 2020 between Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada ("BAM"), and Wilmington Trust, National Association (the "Rights Agent").
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • September 12th, 2018 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 12th day of September, 2018, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
FORM OF GUARANTEE THIS GUARANTEE is made as of the ∎ day of ∎, 2020,Guarantee • March 4th, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
NOW THEREFORE in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby covenants and agrees with the Trustee as follows:
THIS FORM OF GUARANTEE INDENTURE dated as of ∎, 2020; AMONG: BIPC HOLDINGS INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter referred to as the “Guarantor”),Brookfield Infrastructure Partners L.P. • March 4th, 2020 • Water transportation • Ontario
WHEREAS pursuant to the terms of this guarantee indenture (the “Guarantee”) the Guarantor has agreed to guarantee in favour of the Holders (as defined below) the payment of the Senior Preferred Share Obligations (as defined below), pursuant to the terms of the Senior Preferred Shares (as defined below);
FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • January 21st, 2021 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 21st day of January, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE L.P. FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • April 2nd, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of February 16, 2018, as amended by the First Amendment to the Amended and Restated Limited Partnership Agreement dated as of September 12, 2018, the Second Amendment to the Amended and Restated Limited Partnership Agreement dated as of August 1, 2019 and the Third Amendment to the Amended and Restated Limited Partnership Agreement dated as of February 27, 2020 (the “Agreement”) of Brookfield Infrastructure L.P. (the “Partnership”) is made as of the 31st day of March, 2020 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE GP L.P. - and - BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD INFRASTRUCTURE PARTNERS L.P. - and - BROOKFIELD CANADA INFRASTRUCTURE HOLDINGS INC. - and - TRILON BANCORP INC. SECOND AMENDED AND RESTATED LIMITED...Agreement • December 18th, 2007 • Brookfield Infrastructure Partners L.P. • Lumber & wood products (no furniture)
THIS AGREEMENT is made as of the 4th day of December, 2007 among BROOKFIELD INFRASTRUCTURE GP L.P. (the “General Partner”), an exempted partnership existing under the laws of Bermuda, as the General Partner, BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario, as a limited partner, TRILON BANCORP INC. (the “Initial Limited Partner”), a corporation existing under the laws of the Province of Ontario, as a limited partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P. (“BIP”), an exempted partnership existing under the laws of Bermuda, as a limited partner, and BROOKFIELD CANADA INFRASTRUCTURE HOLDINGS INC. (“CancoSub Holdco”), as a limited partner.
BROOKFIELD INFRASTRUCTURE L.P. AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • June 30th, 2008 • Brookfield Infrastructure Partners L.P. • Electric services
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement (the “Agreement”) dated as of December 4, 2007 of Brookfield Infrastructure L.P. (the “Partnership”) is made as of the 13th day of June, 2008, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • February 17th, 2015 • Brookfield Infrastructure Partners L.P. • Water transportation
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement dated as of March 28, 2014 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 16th day of February 2015, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE L.P. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • June 2nd, 2010 • Brookfield Infrastructure Partners L.P. • Electric services
THIS AMENDMENT (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement dated as of December 4, 2007, as amended as of June 13, 2008 (the “Agreement”) of Brookfield Infrastructure L.P. (the “Partnership”) is made as of the 5th day of February 2010, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • June 2nd, 2010 • Brookfield Infrastructure Partners L.P. • Electric services
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of December 4, 2007, as amended as of June 13, 2008 and November 16, 2009 (the “Agreement”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) is made as of the 5th day of February 2010, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
FORM OF EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • December 20th, 2019 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
BROOKFIELD INFRASTRUCTURE PARTNERS L.P. FORM OF FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • February 14th, 2020 • Brookfield Infrastructure Partners L.P. • Water transportation • Ontario
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Master Services Agreement, dated as of March 13, 2015 (the “Agreement”) among Brookfield Asset Management Inc. (“BAM”), Brookfield Infrastructure Partners L.P. (the “BIP Partnership”) and others is made as of the ∎th day of ∎, 2020 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
