Sincerely, s/ Xxxx Xxxxx ---------------------------------------- Xxxx Xxxxx Senior Vice President ING Investors Trust ING Mutual Funds ING Variable Insurance Trust ACCEPTED AND AGREED TO: The Bank of New York By: /s/ Xxxxxx X. XxXxxx --------------------------------- Name: Xxxxxx X. XxXxxx Title: Managing Director, Duly Authorized 0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investors Trust Scottsdale, AZ 00000-0000 Fax: 000-000-0000 ING Mutual Funds xxx.xxxxxxxx.xxx ING Variable Insurance Trust AMENDED EXHIBIT A FUND EFFECTIVE DATE ---- ------------------ ING CORPORATE LEADERS TRUST FUND ING Corporate Leaders Trust - Series A May 17, 2004 ING Corporate Leaders Trust - Series B May 17, 2004 ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Fundamental Research Fund December 28, 2005 ING LargeCap Growth Fund June 9, 2003 ING LargeCap Value Fund February 1, 2004 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Choice Fund February 1, 2005 ING MidCap Value Fund June 9, 2003 ING Opportunistic LargeCap Fund December 28, 2005 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1, 2003 ING Principal Protection Fund VIII October 1, 2003 ING Principal Protection Fund IX February 2, 2004 ING Principal Protection Fund X May 3, 2004 ING Principal Protection Fund XI August 16, 2004 ING Principal Protection Fund XII November 15, 2004 ING Principal Protection Fund XIII TBD ING Principal Protection Fund XIV TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Choice Fund February 1, 2005 ING SmallCap Value Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING Institutional Prime Money Market Fund July 29, 2005 ING Intermediate Bond Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING ...
Sincerely,. S/ MARK S. HOWARD -------------------------------------- Mark S. Howard Senior Vice President, Secretary & Counsel USAA Investment Management Company EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of the Effective Date set forth below and is entered into by and between ______________ ("ASSIGNOR") and ______________("ASSIGNEE"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement dated as of January 8, 2004 (as amended, modified, or extended, the "CREDIT AGREEMENT"), among USAA Mutual Fund, Inc., USAA Investment Trust, USAA Tax Exempt Fund, Inc., and USAA State Tax-Free Trust (not in their respective individual capacities, but on behalf of and for the benefit of the series of Funds comprising each such Investment Company as listed on SCHEDULE 2 to the Credit Agreement), the Lenders from time to time party thereto, State Street Bank and Trust Company, as operations agent for such lenders, and Bank of America, N.A., as administrative agent for such lenders, receipt of a copy of which is hereby acknowledged by Assignee. The Standard Terms and Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of Assignor's rights and obligations as a Lender under the Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of Assignor under the Credit Agreement and the other Loan Documents, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action, and any other right of Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document, any other documents or instruments delivered pursuant thereto, or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limit...
Sincerely,. E-1 EXHIBIT F [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI Series 12, L.P. c/o WNC & Associates, Inc. 00000 Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx 00000 Re: Saltgrass Landing Apartments, Ltd. Dear Ladies and Gentlemen: The undersigned Criscourt Construction, Inc., (hereinafter referred to as "Contractor"), has furnished or through various contractors, sub-contractors or material suppliers has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Rockport, Aransas County, Texas (hereinafter known as the "Apartment Housing"). Any terms not defined herein shall have the meaning ascribed in the Second Amended and Restated Agreement of Limited Partnership of Saltgrass Landing Apartments, Ltd. Contractor makes the following representations, warranties and covenants regarding the Work at the Apartment Housing with full knowledge that the Limited Partner will rely on these representations, warranties and covenants as a condition to making its Capital Contribution payment to Saltgrass Landing Apartments, Ltd. o Work on said Apartment Housing has been performed and completed in accordance with the Plans and Specifications for the Apartment Housing. o Contractor acknowledges that upon the Partnership's receipt of the Limited Partner's placed in service Capital Contribution payment, all amounts owed to Contractor, sub-contractor or material suppliers to complete the Work will be paid in full.
Sincerely,. COBANK, ACB, as Administrative Agent and a Lender By: -------------------------------- Name: --------------------------- Title: -------------------------- [SIGNATURES CONTINUED ON NEXT PAGE.] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] THE BANK OF NEW YORK, as Documentation Agent and a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ FIRST UNION NATIONAL BANK, as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ THE CIT GROUP/EQUIPMENT FINANCING, INC., as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ COAST BUSINESS CREDIT, A DIVISION OF SOUTHERN PACIFIC BANK, as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ CITY NATIONAL BANK (LSA), as a Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ [SIGNATURES CONTINUED ON NEXT PAGE] [SIGNATURES CONTINUED FROM PREVIOUS PAGE] Acknowledged and agreed to: US UNWIRED INC., as Borrower By: ------------------------------ Name: ------------------------- Title: ------------------------ LOUISIANA UNWIRED, LLC, as a Guarantor By: ------------------------------ Name: ------------------------- Title: ------------------------ UNWIRED TELECOM CORP., as a Guarantor By: ------------------------------ Name: ------------------------- Title: ------------------------ LUCENT TECHNOLOGIES, INC., as a Guarantor By: ------------------------------ Name: ------------------------- Title: ------------------------ March 6, 0000 Xxxx Xxxx Communication Companies, Inc. 0000 Xxx Xxx Xxxx Xxxx, Xxxxx 00000 Re: Consent Ladies and Gentlemen: Reference is made to (1) the Credit Agreement, dated as of October 1, 1999, among US Unwired Inc. ("Borrower"), CoBank, ACB, as Administrative Agent ("Administrative Agent") and a Lender, First Union Securities, Inc., formerly known as First Union Capital Markets Corp., as Syndication Agent and a Co- Arranger, The Bank of New York, as Documentation Agent and a Lender, BNY Capital Markets, Inc., as a Co-Arranger, First Union National Bank, as a Lender, and the other Lenders referred to therein, as amended by that certain letter agreement dated December 29, 1999 (as so amended, the "Credit Agreement"; capitalized terms used and not defined h...
Sincerely,. Xxxxxxx Xxxxxx,
Sincerely,. Name: Xxxxxx Xxxxxxxxx Accepted and agreed: TAILWIND FINANCIAL INC. By: ------------------------- Name: Xxxxxx X. XxXxx Title: President and Chief Executive Officer EXHIBIT A: QUESTIONNAIRE FOR DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS
Sincerely, s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Sincerely,. Principal Financial Officer Exhibit A --------- CERTIFICATE OF SUBSEQUENT SALE ------------------------------ Computershare Investor Services, LLC 2 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 RE: Sale of Shares of Common Stock of LifeCell Corporation (the "Company") pursuant to the Company's Prospectus dated _____________, 2003 (the "Prospectus") Dear Sir/Madam: The undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): ------------------------------------- Record Holder (e.g., if held in name of nominee): ------------------------------- Restricted Stock Certificate No.(s): -------------------------------------------- Number of Shares Sold: ---------------------------------------------------------- Date of Sale: ------------------------------------------------------------------- In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such certificate. Very truly yours, Dated: By: ---------------------------- --------------------------------- Print Name: ------------------------- Title: ------------------------------ cc: LifeCell Corporation Oxx Xxxxxxxxxx Xxx Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 Attn: Principal Financial Officer
Sincerely,. Xxxxx X.
Sincerely,. MXXXX XXXXXXXXXX By: /s/ Mxxxx Xxxxxxxxxx Acknowledged and Agreed: Rxxx XX Acquisition IV Co. By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Co-Chief Executive Officer Axxxxx 0, 0000 Xxxx XX Acquisition IV Co. 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Rxxx Capital Partners, LLC 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Cxxxx-Xxxxxx Capital Group LLC 200 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rxxx XX Acquisition IV Co., a Delaware corporation (the “Company”), and Rxxx Capital Partners, LLC and Cxxxx-Xxxxxx Capital Group LLC (the “Representatives”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof. In order to induce the Company and the Representatives to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
