Amendment and Consent. Effective as of the Amendment Effective Date (as defined below), and subject to the satisfaction of the conditions precedent set forth in Section 2, the Required Lenders hereby consent to the Wireless Acquisition and to the entry by CBI and/or one of its Subsidiaries into the Wireless Acquisition Agreement (as defined in Section l(a)(ii) below) and in connection therewith:
(a) Section 1.01 of the Credit Agreement is hereby amended to add each of the following definitions in its appropriate alphabetical position:
Amendment and Consent. Subject to the conditions and limitations set forth hereinbelow, each Lender signing below hereby consents to the following amendments:
Amendment and Consent. Subject to the terms and conditions contained herein, the parties hereby affect an amendment to the Portfolio Management Agreement to remove PARH as party to such agreement so that NFJ remains the only portfolio manager to the Fund under such agreement. The Fund, the Investment Adviser, and NFJ release PARH from all of its duties and obligations under the Portfolio Management Agreement effective April 30, 2005 and PARH hereby consents to such release. NFJ hereby assumes all duties and obligations of portfolio manager under said Portfolio Management Agreement, effective May 1, 2005.
Amendment and Consent. 1.1 The Line Letter is hereby amended, effective on the date of execution and delivery of this Second Amendment by the parties hereto, as follows:
(a) The first paragraph is amended by deleting "$35,000,000" and substituting "$40,000,000".
(b) Paragraph (f)(iii) of Appendix A is amended in its entirety to read as follows:
(iii) not permit at any time during the period through January 31, 2013 the ratio of (i) total obligations and liabilities of the Company to banks, financial institutions and affiliates thereof (including, without limitation, contingent obligations with respect to undrawn letters of credit), to (ii) Working Capital of the Company to exceed 5.0 to 1.0, provided that such ratio shall be changed to a maximum of 6.0 to 1.0 during such period through January 3 1, 2013 if the closing of the purchase by Spectrum Group International Inc. ("SGI") of the equity interests in SGI and the Company owned by Afinsa Bienes Tangibles, SA and Auctentia SL shall occur; and not permit such ratio at any time after January 31, 2013 to exceed 5.0 to 1.0."
1.2 The Lender hereby consents to the payment by the Company of dividends in any amount during calendar year 20 12, provided that before and after giving effect to each such dividend payment, (A) no Event of Default shall have occurred and be continuing or would exist after giving effect thereto, (B) the Lender shall not have (x) declared the Company's obligations to be due and payable pursuant to the Loan Documents or (y) demanded payment of cash collateral or any other obligations hereunder or thereunder, (C) the ratio set forth in paragraph (t)(iii) of Appendix A to the Line Letter shall not exceed 5.0 to 1.0 after giving effect thereto and (D) the Company shall have delivered to the Lender a certificate of its chief financial or other comparable senior officer certifying compliance with the covenants in this Agreement and clause (C) above and absence of any Event of Default aftcr giving effect to such payment.
Amendment and Consent. Paragraph 1.
Amendment and Consent. Borrowers shall have executed and delivered this Amendment and Consent.
Amendment and Consent. The Parties hereby effect an amendment to the Agreement to remove State Street CA as a party to the Agreement and to substitute State Street Boston for State Street CA as “Custodian” under the Agreement, so that State Street Boston shall be the only entity responsible for providing services under the Agreement. As of the date of this Amendment, the Fund and State Street Boston release State Street CA as “Custodian” and from all of its duties and obligations under the Agreement and State Street CA hereby consents to such release. As of the date of this Amendment, State Street Boston assumes all duties and obligations as custodian of the securities, other investments, monies and other properties at any time owned by the Fund’s investment portfolios and as agent to perform certain accounting and recordkeeping functions pursuant to the terms and conditions of the Agreement. State Street Boston agrees to assume all liabilities arising from State Street CA’s conduct prior to the date hereof and shall be liable to the Fund under the Agreement for any such liabilities.
Amendment and Consent. The parties hereto desire to replace all references in the Agreement to "Lazard Freres & Co. LLC" or to "Lazard Asset Management, a division of Lazard Freres &Co. LLC" with "Lazard Asset Management LLC." In connection therewith, Client hereby irrevocably consents to the Assignment and the Amendment and waives all objections thereto, and hereby irrevocably releases and discharges in full LF&Co. and their respective successors, assigns, affiliates, subsidiaries, members, joint ventures, directors, officers, employees and agents (other than XXX), effective as of January 13, 2003, from all of its duties, liabilities and obligations under the Agreement and from any and all causes of actions, claims, rights, suits, liability, demands, obligations, costs, expenses, losses, liens and warranties, of every kind and nature whatsoever, whether known or unknown, express or implied, suspected or unsuspected, actual or potential, contingent or fixes, liquidated or unliquidated, arising under the Agreement after this date.
Amendment and Consent. This Amendment and Consent (the “Amendment and Consent”) is made and entered into as of August 30, 2012, by and among XXXXXXX BIO INNOVATIONS, Inc., a Delaware corporation (the “Company”), and the entities executing the signature page(s) hereto (the “Investors”).
Amendment and Consent. This AMENDMENT AND CONSENT (this “Agreement”) is made and entered into effective the 19th day of July, 2013 (the “Effective Date”), by and among INDEPENDENT BANK, a Texas banking corporation, as lender under the Senior First Lien Secured Credit Agreement (the “Lender”), and RED MOUNTAIN RESOURCES, INC., a Florida corporation (“Red Mountain”), CROSS BORDER RESOURCES, INC., a Nevada corporation, BLACK ROCK CAPITAL, INC., an Arkansas corporation, and RMR OPERATING, LLC, a Texas limited liability company (collectively, the “Borrowers”).
