AMENDMENT AND AGREEMENT Sample Clauses
AMENDMENT AND AGREEMENT. The parties accordingly agree as follows:
AMENDMENT AND AGREEMENT. This agreement may only be altered, varied or amended by a written instrument executed by the Parties.
AMENDMENT AND AGREEMENT. In consideration of the mutual agreements, provisions and covenants contained in this Amendment and in the Trust Agreement, the parties, intending to be legally bound, agree that the Trust Agreement is hereby amended by adding the following sentence at the end of Section 3.2: “To the extent that any Holder receives a distribution or payment of Collections pursuant to the Indenture or any Indenture Supplement, and the Trust is subsequently required pursuant to the terms of the Indenture or any Indenture Supplement to cause the Holders to deposit such funds to the Collection Account, such Holder shall remit such funds to the Collection Account pursuant to the instructions of the Administrator on behalf of the Trust; provided that, for the avoidance of doubt, the Trustee shall be under no obligation to make any determination as to whether such instructions are necessary or to ensure the deposit of any such funds by any Holder. ”
AMENDMENT AND AGREEMENT. 1.1 Subsection 5.15(b) (Minimum Net Worth) of the Loan Agreement is amended to amend and restate the last sentence of such Subsection, such restated last sentence to read as follows: “ For purposes of this covenant, the non-cash effects, if any, of Hedging Agreements pursuant to Financial Accounting Standards Board Rule No. 133 (Accounting for Derivative Instruments and Hedging Activities), and of ceiling test write-downs pursuant to Regulation S-X Rule 4-10 of the SEC, will not be included.”
1.2 The Borrower acknowledges that the foregoing amendment in Paragraph 1.1 is not a precedent for any subsequent requested waiver or amendment of that or any other covenant or other provision of the Loan Agreement.
AMENDMENT AND AGREEMENT. 1. CUSTOMER and Fermic acknowledge that, except as set forth in the remainder of this Section 1, all equipment costs, costs of structural changes, labor costs and other costs, fees or expenses (including, without limitation, the costs, fees and expenses incurred by Fermic in connection with Fermic’s performance of its responsibilities set forth in Section 6 and Section 8 of this Amendment and the payment of all utility costs required to produce the Fermentation Product and/or Separation Product) which the CUSTOMER could potentially owe to Fermic in the Agreement and this Amendment are included in the Payment (as defined below). The only amounts that CUSTOMER will pay to Fermic under the Agreement or this Amendment in excess of the Payment will be (a) amounts required to reimburse Fermic for the Raw Materials in accordance with the terms set forth in Section 6.1 of the Agreement, (b) amounts required to reimburse Fermic (if not paid directly by CUSTOMER) for the actual, reasonable, documented cost of any electrical or insulation materials required by CUSTOMER to be installed by Fermic with the ECC Unit (as described in Section 8 below); (c) amounts required to reimburse Fermic (if not paid directly by CUSTOMER) for the actual, reasonable, documented costs (including applicable import duties) reasonably required to be incurred in order to effect the importation into Mexico of any materials or equipment required by CUSTOMER under the Agreement; and (d) amounts required to reimburse Fermic (if not paid directly by CUSTOMER) for the actual, reasonable, documented cost of shipping (including the cost of any packaging materials or totes) any materials or equipment required by CUSTOMER under the Agreement.
2. Schedules B, C and D of the Agreement shall be deleted in their entirety and replaced with Schedules B, C and D attached to this Amendment. In addition, Schedules E and F attached to, and referenced in Section 6 of, this Amendment shall be added to and made a part of the Agreement.
3. The first sentence of Section 4.3 of the Agreement shall be deleted. All references to “Fermentation Tolling Fee” in such section shall also be changed to “Payment.”
4. The text of Section 5.3 of the Agreement shall be deleted and replaced with the following: “Intentionally omitted.”
5. The first two sentences in Section 5.4 of the Agreement shall be deleted. All references to “Separation Tolling Fee” in such section shall also be changed to “Payment.”
6. Following the completio...
AMENDMENT AND AGREEMENT. Principals (as defined in the Company Stockholders Agreement) and their Family Affiliates (as defined in the Company Stockholders Agreement) owning not less than a majority of the shares of Company Common Stock subject to the Company Stockholders Agreement as of the Closing Date (for purposes of Section 6.3(a) of the Company Stockholders Agreement) shall have executed an Amendment and Agreement (the "Amendment and Agreement") in the form attached as Exhibit 6.2(f), and the amendments to the Company Stockholders Agreement set forth in the attached Exhibit 6.2(f) shall have been duly approved by the Company's Board of Directors for purposes of Section 6.3(a) of the Company Stockholders Agreement.
AMENDMENT AND AGREEMENT. All terms used in this Amendment shall have the meanings as defined in the Master Agreement, as amended by Amendment No. 1, unless specifically defined otherwise in this Amendment. Except for those terms and conditions modified by this Amendment, all terms and conditions of the Master Agreement, as amended by Amendment No. 1, shall continue unchanged and in full force and effect. In the event of any conflict between the terms and conditions of the Master Agreement, as amended by Amendment No. 1, and those of this Amendment, the terms and conditions of this Amendment shall govern.
AMENDMENT AND AGREEMENT. 1.1 The Borrower, the Agent and the Banks hereby agree that, upon the effectiveness of this Amendment, the Borrowing Base on such date shall be one hundred ninety million ($190,000,000.00) dollars, and at this time there is no Periodic Reduction in effect, all subject to future change in accordance with the terms of the Loan Agreement.
1.2 Upon satisfaction of each of the conditions set forth in paragraph 3.5, this Amendment shall amend and restate Schedule 1 to the Loan Agreement, at which time the Borrower, the Agent and the Banks hereby agree that the Commitment of each Bank shall be as set forth in this attached substitute Schedule 1. Upon such effectiveness, BNP Paribas shall be deemed to have sold and assigned, without recourse, separately and severally, to Capital One, National Association (as a Bank) and to Compass Bank, each the respective percentage interest of its Commitment and the outstanding balance of its Loan, and each such assignee Bank shall be deemed to have purchased and assumed, without recourse, from BNP Paribas, such respective percentage of BNP Paribas’ Commitment and portion of the Loan, such that BNP Paribas’s Commitment is reduced and Capital One, National Association’s and Compass Bank’s respective Commitment each is increased to the respective amount set forth on Schedule 1 attached to this Amendment, in each case on the terms and conditions set forth in Exhibit B (Form of Assignment and Acceptance) to the Loan Agreement. The foregoing assignments shall be effective on the same terms and conditions as if BNP Paribas, as assignor, and Capital One, National Association (as a Bank), and Compass Bank, respectively, as assignee, had executed such an Assignment and Acceptance to effectuate the transfers set forth in this paragraph.
1.3 The Borrower agrees to promptly execute and deliver to the Agent a Louisiana Mortgage, granted a first priority mortgage, security interest and assignment of production in all of the Borrower’s interests in various oil and gas properties in the State of Louisiana, together with UCC Financing Statements pertaining thereto, in form and substance satisfactory to the Agent and Agent’s counsel.
1.4 The Borrower, the Agent and the Banks agree to use their best efforts to execute and deliver by November 12, 2008, a Second Amendment to Loan Agreement (i) to modify the Base Rate interest provisions to address the financial market’s compression between the Prime Rate and the LIBO Rate, (ii) to modify the covenan...
AMENDMENT AND AGREEMENT. 60 Base Asset-Based Fee Rate....................................................... 7
AMENDMENT AND AGREEMENT. In consideration of the mutual agreements, provisions and covenants contained in this Amendment and in the Trust Agreement, the parties, intending to be legally bound, agree that the Trust Agreement is hereby amended as follows: