Agreement And Waiver Sample Contracts

Murphy – Agreement and Waiver of Rights (August 2nd, 2018)
Ener-Core Inc. – Amendment Agreement and Waiver (June 6th, 2018)

This AMENDMENT AGREEMENT AND WAIVER (the "Amendment"), dated as of June 5, 2018, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the "Company"), and the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the SPAs (as defined below), as applicable.

Ener-Core Inc. – Amendment Agreement and Waiver (June 6th, 2018)

This AMENDMENT AGREEMENT AND WAIVER (the "Amendment"), dated as of June 5, 2018, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the "Company"), and the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the November 2016 SPA (as defined below), as applicable.

Ener-Core Inc. – Amendment Agreement and Waiver (June 6th, 2018)

This AMENDMENT AGREEMENT AND WAIVER (the "Amendment"), dated as of June 5, 2018, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the "Company"), and the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Bridge SPA (as defined below), as applicable.

Edgewater Technology, Inc. – Amendment No. 3 to Loan Agreement and Waiver (May 14th, 2018)

This Amendment No. 3 to Loan Agreement and Waiver dated and effective as of May 10, 2018 (this Amendment) is made by and among Edgewater Technology, Inc., (Edgewater) a Delaware corporation having an address of 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts 01880 and its Subsidiaries now or hereafter listed in Schedule 1 hereto (with Edgewater, collectively, the Borrower) and Citizens Bank, N.A., formerly known as RBS Citizens, N.A. a national banking association with an address at 28 State Street, Boston, Massachusetts 02109 (the Lender). All capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).

Murphy – Agreement and Waiver of Rights (May 3rd, 2018)
Edgewater Technology, Inc. – Amendment No. 2 to Loan Agreement and Waiver (March 22nd, 2018)

This Amendment No. 2 to Loan Agreement and Waiver dated and effective as of March 16, 2018 (this Amendment) is made by and among Edgewater Technology, Inc., (Edgewater) a Delaware corporation having an address of 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts 01880 and its Subsidiaries now or hereafter listed in Schedule 1 hereto (with Edgewater, collectively, the Borrower) and Citizens Bank, N.A., formerly known as RBS Citizens, N.A. a national banking association with an address at 28 State Street, Boston, Massachusetts 02109 (the Lender). All capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).

Execution Version 96338393_5 AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT (This "Amendment"), Dated as of February 21, 2018, Is Entered Into by and Among EBIX, INC., a Delaware Corporation (The "Borrower"), Certain Subsidiaries of the Borrower Party Hereto as Guarantors (The "Guarantors" and Collectively With the Borrower, the "Credit Parties") Under the Credit Agreement (Defined Below), Each Lender (As Defined Below) That Is a Party Hereto and REGIONS BANK, as Administrative Agent (In Such Capacity, the "Administrative Agent") and Collateral Agent. RECITALS WHE (March 1st, 2018)
Execution Version 95538250_2 AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER (This "Amendment"), Dated as of November 3, 2017, Is Entered Into by and Among EBIX, INC., a Delaware Corporation (The "Borrower"), Certain Subsidiaries of the Borrower Party Hereto as Guarantors (The "Guarantors" and Collectively With the Borrower, the "Credit Parties") Under the Credit Agreement (Defined Below), Each Lender (As Defined Below) That Is a Party Hereto and REGIONS BANK, as Administrative Agent (In Such Capacity, the "Administrative Agent") and Collatera (March 1st, 2018)
Execution Version 95450246_4 AMENDMENT NO. 5 TO CREDIT AGREEMENT (INCREMENTAL INCREASE) This AMENDMENT NO. 5 TO CREDIT AGREEMENT (INCREMENTAL INCREASE) (This "Amendment"), Dated as of November 3, 2017, Is Entered Into by and Among EBIX, INC., a Delaware Corporation (The "Borrower"), Certain Subsidiaries of the Borrower Party Hereto as Guarantors (The "Guarantors" and Collectively With the Borrower, the "Credit Parties") Under the Credit Agreement (Defined Below), REGIONS BANK, as the Lender of the Increase (Defined Below) and REGIONS BANK, as Administrative Agent (In Such Capacity, the "Admini (March 1st, 2018)
94953224_3 AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER (This "Amendment"), Dated as of October 19, 2017, Is Entered Into by and Among EBIX, INC., a Delaware Corporation (The "Borrower"), Certain Subsidiaries of the Borrower Party Hereto as Guarantors (The "Guarantors" and Collectively With the Borrower, the "Credit Parties") Under the Credit Agreement (Defined Below), Each Lender (As Defined Below) That Is a Party Hereto and REGIONS BANK, as Administrative Agent (In Such Capacity, the "Administrative Agent") and Collateral Agent. RECITALS (March 1st, 2018)
Qep Resources – Separation Agreement and Waiver and Release of Claims (October 25th, 2017)

This Separation Agreement and Waiver and Release of Claims ("Agreement") is made and entered into by and between Matthew T. Thompson (hereinafter "Employee"), and QEP Energy Company ("Company"). Employee and the Company shall be jointly referred to herein as the "Parties." Employee does freely and voluntarily enter into this Agreement. The Parties acknowledge that the Effective Date of this Agreement is the Separation Date, regardless of the date the Parties execute the Agreement.

Arkados Group – Agreement and Waiver (September 14th, 2017)

Reference is hereby made to the Note Purchase Agreement dated May 1, 2017 (the "Agreement") by and between Arkados Group, Inc., a Delaware corporation (the "Company"), and the undersigned entities (collectively, "AIP"). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

Loan Modification Agreement and Waiver (April 7th, 2017)

This LOAN MODIFICATION AGREEMENT AND WAIVER (as it may be amended, supplemented, extended or renewed from time to time, this "Agreement") is entered into as of January 31, 2017 by and among RUBY TUESDAY, INC., a Georgia corporation ("Guarantor"), whose address is 150 West Church Avenue, Maryville, Tennessee 37801, the borrowers listed on the signature page hereto (each, a "Borrower" and, collectively, "Borrowers"), each of whose address is 150 West Church Avenue, Maryville, Tennessee 37801, and FIRST TENNESSEE BANK, N.A. ("Lender"), whose address is 17851 N. 85th Street, Suite 155, Scottsdale, Arizona 85255.

Nobilis Health Corp. – Amendment No. 1 to Credit Agreement and Waiver (March 14th, 2017)

WHEREAS, the Borrower, the Parent, Holdings, the other Loan Parties party thereto, the lenders party thereto (the "Lenders"), the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of October 28, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement").

Nobilis Health Corp. – Amendment No. 1 to Credit Agreement and Waiver (March 8th, 2017)

WHEREAS, the Borrower, the Parent, Holdings, the other Loan Parties party thereto, the lenders party thereto (the "Lenders"), the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of October 28, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement").

Agreement and Waiver of Claims (December 16th, 2016)

This Agreement and the Waiver contained herein are made and entered into in Dallas, Texas, by and between AT&T Mobility Services LLC (hereinafter "Company") and Mr. Ralph de la Vega (hereinafter "Mr. de la Vega") for and in consideration of the mutual promises and agreements set forth below and are conditional on performance of such promises and agreements.

C&J Energy Services Ltd. – Amendment No. 1 to Employeement Agreement and Waiver of Good Reason Termination Election (December 6th, 2016)

WHEREAS, C&J Energy Services, Ltd. (formerly Nabors Redline Ltd.), a Bermuda exempted company (the Company), and James H. Prestidge, Jr. (Executive) are parties to that certain Employment Agreement (the Employment Agreement) dated as of September 26, 2014 and effective as of March 24, 2015; and

Ener-Core Inc. – Amendment Agreement and Waiver (December 2nd, 2016)

This Amendment Agreement and Waiver (this "Agreement"), is made and entered into as of December 1, 2016, by and between Ener-Core, Inc., a Delaware corporation (the "Company"), and [BUYER] (the "Buyer"). All capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

Hancock Holding Company – First Amendment to Credit Agreement and Waiver (May 9th, 2016)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment") is dated as of May __, 2016 by and among HANCOCK HOLDING COMPANY, a Mississippi corporation (the "Borrower"), each of the financial institutions party hereto as "Lenders" and U.S. BANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent.

Katy Industries – Amendment No. 3 to Credit and Security Agreement and Waiver (March 30th, 2016)

This AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT AND WAIVER (this "Agreement") is entered into and effective as of March 30, 2016, by and among Katy Industries, Inc., a Delaware corporation, Continental Commercial Products, LLC, a Delaware limited liability company, 2155735 Ontario Inc., an Ontario corporation, CCP Canada Inc., an Ontario corporation, FTW Holdings, Inc., a Delaware corporation and Fort Wayne Plastics, Inc., an Indiana corporation (individually and collectively, the "Borrower" or the "Borrowers") and BMO Harris Bank N.A. (the "Lender").

Amendment No. 4 to the Credit Agreement and Waiver (March 30th, 2016)

This AMENDMENT NO. 4 TO THE CREDIT AGREEMENT AND WAIVER (this "Agreement") is made and entered into as of March 29, 2016 among FLEXSHOPPER 2, LLC, (the "Company") and WE 2014-1, LLC (the "Administrative Agent" and "Lender").

Amendment No. 5 to Credit Agreement and Waiver (March 30th, 2016)

This Amendment No. 5 to Credit Agreement and Waiver (this "Agreement") dated as of March 25, 2016 is made by and among QUIDEL CORPORATION, a Delaware corporation (the "Borrower"), the guarantors party hereto (the "Guarantors"), BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent"), Swing Line Lender and L/C Issuer (each as defined in the Credit Agreement (as defined below), and the Lenders (as defined in the Credit Agreement) signatory hereto.

Amendment No. 8 to Credit Agreement and Waiver (March 14th, 2016)

THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT AND WAIVER (this "Amendment") is entered into as of February 20, 2015, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, "Agent"), REG SERVICES GROUP, LLC, an Iowa limited liability company ("REG Services"), and REG MARKETING & LOGISTICS GROUP, LLC, an Iowa limited liability company ("REG Marketing"; together REG Services and REG Marketing are each referred to herein as a "Borrower", and jointly and severally as the "Borrowers").

Unifi, Inc. – Severance Agreement and Waiver of Claims (February 4th, 2016)

This SEVERANCE AGREEMENT AND WAIVER OF CLAIMS (hereinafter referred to as the "Agreement") is made and entered into by and between JAMES M. OTTERBERG (hereinafter referred to as "Separating Employee") and UNIFI, INC., a New York corporation (hereinafter referred to as "Unifi" or "the Company"), to be effective as of the date described in Section 20 hereof.

Fifth Amendment to Senior First Lien Secured Credit Agreement and Waiver (November 13th, 2015)

This FIFTH AMENDMENT TO SENIOR FIRST LIEN SECURED CREDIT AGREEMENT AND WAIVER (this "Agreement") is made effective, but not necessarily executed on, the 30th day of June, 2015 (the "Effective Date"), by and among INDEPENDENT BANK, a Texas banking association, as lender under the Senior First Lien Secured Credit Agreement (the "Lender"), and RED MOUNTAIN RESOURCES, INC., a Texas corporation, CROSS BORDER RESOURCES, INC., a Nevada corporation, BLACK ROCK CAPITAL, INC., an Arkansas corporation, and RMR OPERATING, LLC, a Texas limited liability company (the four entities immediately preceding, collectively, the "Borrowers").

Amendment No. 1 to Credit Agreement and Waiver (November 9th, 2015)

This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER (this "Amendment"), dated as of February 3, 2015, is entered into by and among EBIX, INC., a Delaware corporation (the "Borrower"), certain subsidiaries of the Borrower party hereto as guarantors (the "Guarantors" and collectively with the Borrower, the "Credit Parties") under the Credit Agreement (defined below), each Lender under the Credit Agreement that is a party hereto, FIFTH THIRD BANK as a joining lender (the "Joining Lender") and REGIONS BANK, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent.

Erickson Air-Crane Incorporated – Amendment Number Four to Credit Agreement and Waiver (August 6th, 2015)

THIS AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND WAIVER (this "Amendment"), dated as of October 24, 2013, is entered into by and among the lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and, collectively, as the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), as administrative agent for each member of the Lender Group and the Bank Product Providers (as such terms are defined in the below referenced Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, "Agent"), ERICKSON AIR-CRANE INCORPORATED, a Delaware corporation ("EAC"), EVERGREEN HELICOPTERS, INC., an Oregon corporation ("Evergreen") (Evergreen, together with EAC, are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrow

Safety Quick Lighting & Fans Corp. – Agreement and Waiver (May 28th, 2015)

THIS AGREEMENT AND WAIVER (this "Agreement"), dated as of December 10, 2014, is made by and between Safety Quick Lighting & Fans Corp., a Florida corporation (the "Company") and the undersigned holder of the Note (as hereinafter defined) ("Investor", and together with the Company, the "Parties", and each, a "Party").

Language Enterprises – Third Amendment to Senior First Lien Secured Credit Agreement and Waiver (May 19th, 2015)

This THIRD AMENDMENT TO SENIOR FIRST LIEN SECURED CREDIT AGREEMENT AND WAIVER (this "Agreement") is made effective, but not necessarily executed on, the 1st day of March, 2015 (the "Effective Date"), by and among INDEPENDENT BANK, a Texas banking association, as lender under the Senior First Lien Secured Credit Agreement (the "Lender"), and RED MOUNTAIN RESOURCES, INC., a Texas 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").

Language Enterprises – Third Amendment to Senior First Lien Secured Credit Agreement and Waiver (April 28th, 2015)

This THIRD AMENDMENT TO SENIOR FIRST LIEN SECURED CREDIT AGREEMENT AND WAIVER (this "Agreement") is made effective, but not necessarily executed on, the 1st day of March, 2015 (the "Effective Date"), by and among INDEPENDENT BANK, a Texas banking association, as lender under the Senior First Lien Secured Credit Agreement (the "Lender"), and RED MOUNTAIN RESOURCES, INC., a Texas 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").

Third Amendment to Senior First Lien Secured Credit Agreement and Waiver (April 7th, 2015)

This THIRD AMENDMENT TO SENIOR FIRST LIEN SECURED CREDIT AGREEMENT AND WAIVER (this "Agreement") is made effective, but not necessarily executed on, the 1st day of March, 2015 (the "Effective Date"), by and among INDEPENDENT BANK, a Texas banking association, as lender under the Senior First Lien Secured Credit Agreement (the "Lender"), and RED MOUNTAIN RESOURCES, INC., a Texas 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").

Safety Quick Lighting & Fans Corp. – Agreement and Waiver (March 31st, 2015)

THIS AGREEMENT AND WAIVER (this "Agreement"), dated as of December 10, 2014, is made by and between Safety Quick Lighting & Fans Corp., a Florida corporation (the "Company") and the undersigned holder of the Note (as hereinafter defined) ("Investor", and together with the Company, the "Parties", and each, a "Party").

Amendment No. 6 to Credit Agreement and Waiver (March 25th, 2015)

THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT AND WAIVER dated as of March 25, 2015 (this "Amendment"), is among AMERICAN APPAREL (USA), LLC, a California limited liability company ("AA USA"), AMERICAN APPAREL RETAIL, INC., a California corporation ("AA Retail"), AMERICAN APPAREL DYEING & FINISHING, INC., a California corporation ("AA Dyeing & Finishing"), KCL KNITTING, LLC, a California limited liability company ("KCL" and, together with AA USA, AA Retail and AA Dyeing & Finishing, collectively, the "Borrowers" and each, individually, a "Borrower"), AMERICAN APPAREL, INC., a Delaware corporation ("Holdings"), FRESH AIR FREIGHT, INC., a California corporation ("Fresh Air" and, together with Holdings, collectively, the "Guarantors" and each, individually, a "Guarantor"), CAPITAL ONE BUSINESS CREDIT CORP. (f/k/a Capital One Leverage Finance Corp.), as administrative agent (in such capacity, the "Administrative Agent"), and each of the Lenders party hereto.

First Extension Agreement and Waiver (February 25th, 2015)

THIS FIRST EXTENSION AGREEMENT AND WAIVER dated as of December 17, 2014 (this "Agreement") is entered into among Kansas City Power & Light Company, a Missouri corporation (the "Borrower"), the Lenders of the Credit Agreement (defined below) party hereto, Bank of America, N.A., JPMorgan Chase Bank, N.A., and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an Issuer (the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.