Amendment And Joinder Agreement Sample Contracts

Fifth Amendment and Joinder Agreement to Originator Purchase Agreement (November 14th, 2017)

THIS FIFTH AMENDMENT AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of November 14, 2017 (this "Amendment") is entered into by and among (a) DST SYSTEMS, INC., a Delaware corporation ("DST Systems"), as the Purchaser and the Servicer, (b) Boston Financial Data Services, Inc., a Massachusetts corporation (a "New Seller"), and (c) National Financial Data Services, Inc., a Massachusetts corporation (a "New Seller"), and (d) each of the parties named on Exhibit I hereto as an "Existing Seller" (each, an "Existing Seller" and collectively, the "Existing Sellers" and the Existing Sellers together with the New Sellers, the "Sellers"). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

Fourth Amendment and Joinder Agreement to Originator Purchase Agreement (November 3rd, 2017)

THIS FOURTH AMENDMENT AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 31, 2016 (this "Amendment") is entered into by and among (a) DST SYSTEMS, INC., a Delaware corporation ("DST Systems"), as the Purchaser and the Servicer, (b) ALPS ALTERNATIVE INVESTMENT SERVICES, LLC, a Delaware limited liability company ("New Seller") and (c) each of the parties named on Exhibit I hereto (each, an "Existing Seller" and collectively, the "Existing Sellers" and the Existing Sellers together with the New Seller, the "Sellers"). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

Microphase Corp – Consent, Amendment and Joinder Agreement (November 22nd, 2016)

THIS CONSENT, AMENDMENT AND JOINDER AGREEMENT (this "Agreement") is entered into as of October [__], 2016, by and among MICROPHASE CORPORATION, a Connecticut corporation ("Microphase"), MICROPHASE WEST LLC, a Delaware limited liability company ("Microphase West", together with Microphase, "Existing Borrowers"), MICROPHASE INSTRUMENTS, LLC, a Delaware limited liability company ("Joining Borrower") and GERBER FINANCE INC., a New York corporation ("Lender").

First Amendment and Joinder Agreement (May 10th, 2016)

This FIRST AMENDMENT AND JOINDER AGREEMENT, dated as of January 22, 2016 ("Amendment"), is entered into by and among Mako Solar, LLC, a Delaware limited liability company ("Borrower"), Silicon Valley Bank ("SVB"), Bank of America, N.A., in its capacity as administrative agent under the Credit Agreement (as defined below) (in such capacity, the "Administrative Agent") and as collateral agent for the Secured Parties (as defined in the Credit Agreement) (in such capacity, the "Collateral Agent"), each of the undersigned Guarantors, the undersigned Lenders and SolarCity Corporation, a Delaware corporation and the limited guarantor under the Credit Agreement ("Limited Guarantor").

Wheeler Real Estate Investment – First Amendment and Joinder Agreement (April 12th, 2016)

THIS FIRST AMENDMENT AND JOINDER AGREEMENT ("Agreement") is executed as of April 12, 2016, WHEELER REIT, L.P., a Virginia limited partnership, the undersigned Guarantors, each of the undersigned (individually and collectively, the "Joining Party"), who are becoming guarantors pursuant to SS5.5 of the Credit Agreement dated as of May 29, 2015, as from time to time in effect (the "Credit Agreement"), among WHEELER REIT, L.P. (the "Borrower"), the Guarantors, KeyBank National Association, a national banking association ("KeyBank"), as Administrative Agent for the lenders ("Agent"), and the lenders from time to time party thereto ("Lenders"). Terms used but not defined in this Agreement shall have the meanings defined for those terms in the Credit Agreement.

Antero Midstream Partners LP – First Amendment and Joinder Agreement (September 24th, 2015)

THIS FIRST AMENDMENT AND JOINDER AGREEMENT, dated as of September 23, 2015 (this Agreement), by and among the institutions set forth on Schedule 1 hereto (each an Incremental Lender and collectively the Incremental Lenders), the other Lenders party hereto, ANTERO MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Borrower), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), Swingline Lender and L/C Issuer.

Blue Earth, Inc. – Omnibus Amendment and Joinder Agreement (September 14th, 2015)

THIS OMNIBUS AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of September 10, 2015, is by and among (i) E2B Growth, Inc., a Nevada corporation (E2B); (ii) EnSite Power, Inc., a Nevada corporation (EnSite and together with E2B, each referred to as a New Subsidiary and collectively referred to as the New Subsidiaries); (iii) BLUE EARTH, INC., a Nevada corporation (the Borrower), (iv) BLUE EARTH GENERATOR, INC., a Nevada corporation (BE Gen); (v) BLUE EARTH FINANCE, INC., a Nevada corporation (BE Finance); (vi) BLUE EARTH ENERGY MANAGEMENT SERVICES, INC., a California corporation (BE Energy Mgt); (vii) BLUE EARTH SOLAR, INC., a California corporation (BE Solar); (viii) BLUE EARTH POWER PERFORMANCE SOLUTIONS, INC., an Oregon corporation (BE Power); (ix) ECOLEGACY GAS & POWER, LLC, a California limited liability company (Ecolegacy); (x) BLUE EARTH ENERGY POWER SOLUTIONS, LLC, an Oregon limited liability company (BE Energy Power); (xi) BLUE EARTH TECH, INC., a Nevada corporation (

Amendment No. 1, Incremental Revolving Facility Amendment and Joinder Agreement (May 29th, 2015)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 8, 2013 (this Agreement), among VIRTU FINANCIAL LLC, a Delaware limited liability company (Initial Holdings), VFH PARENT LLC, a Delaware limited liability company (the Borrower), the LENDERS party hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacity, including any successor thereto, the Administrative Agent) for the Lenders and JPMORGAN CHASE BANK, N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as revolving facility administrative agents (in such capacity, including any of their respective successors thereto, the Revolving Facility Administrative Agents). This Agreement amends and restates the Existing Credit Agreement (as defined below) in its entirety.

KKR & Co. L.P. – Amendment and Joinder Agreement to Exchange Agreement (August 7th, 2014)

Amendment and Joinder Agreement, dated as of August 5, 2014 (this Amendment and Joinder Agreement) among KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR Holdings L.P., KKR & Co. L.P., KKR Group Holdings L.P., KKR Subsidiary Partnership L.P., and KKR Group Limited (collectively, the Existing Parties), and KKR International Holdings L.P., a Cayman Islands limited partnership (KKR International Holdings), to the Agreement (as defined below).

Amendment No. 1 and Joinder Agreement (June 19th, 2014)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this Agreement) dated as of April 18, 2013 as amended June 18, 2014, by and among RHP HOTEL PROPERTIES, LP, a Delaware limited partnership, (together with any permitted successors and assigns, the Borrower), RYMAN HOSPITALITY PROPERTIES, INC. (f/k/a Gaylord Entertainment Company) (the Parent), the Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).

Amendment No. 5, Incremental Amendment and Joinder Agreement (June 18th, 2014)

AMENDMENT NO. 5, INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of June 18, 2014 relating to the Amended and Restated Credit Agreement dated as of April 29, 2011 and amended and restated as of March 6, 2013 (as otherwise heretofore amended or modified, the Credit Agreement) among VERINT SYSTEMS INC., a Delaware corporation (the Company), the SUBSIDIARY BORROWERS from time to time party thereto, the LENDERS from time to time party thereto, and CREDIT SUISSE AG, as administrative agent (in such capacity, the Administrative Agent) and collateral agent.

First Amendment and Joinder Agreement to Originator Purchase Agreement (May 21st, 2014)

THIS FIRST AMENDMENT AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 19, 2011 (this "Amendment"), is entered into by and among DST SYSTEMS, INC., a Delaware corporation ("DST Systems"), as the Purchaser and the Servicer, each of the parties named on Exhibit I (each, a "New Seller" and collectively, the "New Sellers") and each of the parties named on Exhibit II hereto (each, an "Existing Seller" and collectively, the "Existing Sellers" and the Existing Sellers together with the New Sellers, the "Sellers"). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

Third Amendment and Joinder Agreement to Originator Purchase Agreement (May 21st, 2014)

THIS THIRD AMENDMENT AND JOINDER AGREEMENT TO ORIGINATOR PURCHASE AGREEMENT, dated as of May 16, 2013 (this "Amendment"), is entered into by and among DST SYSTEMS, INC., a Delaware corporation ("DST Systems"), as the Purchaser and the Servicer, DST INTELLISOURCE, LLC, a Delaware limited liability company (the "New Seller") and each of the parties named on Exhibit I hereto (each, an "Existing Seller" and collectively, the "Existing Sellers" and the Existing Sellers together with the New Seller, the "Sellers"). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

First Incremental Amendment and Joinder Agreement (May 2nd, 2014)

FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this "Agreement") dated as of April 2, 2014 relating to the Amended and Restated Credit Agreement dated as of March 28, 2013 (the "Credit Agreement") among MoneyGram International, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent (in such capacity, the "Administrative Agent") and as Collateral Agent.

Amendment No. 4, Refinancing Amendment and Joinder Agreement (March 10th, 2014)

AMENDMENT NO. 4, REFINANCING AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of March 7, 2014 relating to the Amended and Restated Credit Agreement dated as of April 29, 2011 and amended and restated as of March 6, 2013 (as otherwise heretofore amended or modified, the Credit Agreement) among VERINT SYSTEMS INC., a Delaware corporation (the Company), the SUBSIDIARY BORROWERS from time to time party thereto, the LENDERS from time to time party thereto, and CREDIT SUISSE AG, as administrative agent (in such capacity, the Administrative Agent) and collateral agent.

Amendment No. 1, Incremental Amendment and Joinder Agreement (February 3rd, 2014)

AMENDMENT NO. 1, INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of February 3, 2014 relating to the Amended and Restated Credit Agreement dated as of April 29, 2011 and amended and restated as of March 6, 2013 (as otherwise heretofore amended or modified, the Credit Agreement) among VERINT SYSTEMS INC., a Delaware corporation (the Company), the SUBSIDIARY BORROWERS from time to time party thereto, the LENDERS from time to time party thereto, and CREDIT SUISSE AG, as administrative agent (in such capacity, the Administrative Agent) and collateral agent.

Hanover Capital Mortgage Holdings, Inc. – Amendment No. 1 to Amendment No. 3, Incremental Amendment and Joinder Agreement (July 23rd, 2013)

AMENDMENT NO. 1 TO AMENDMENT NO. 3, INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Amendment) dated as of July 17, 2013 among Walter Investment Management Corp., a Maryland corporation (the Borrower), the other Credit Parties party hereto, Credit Suisse AG (CS), in its capacity as administrative agent (in such capacity, the Administrative Agent) and collateral agent under that certain Credit Agreement (as heretofore amended or modified, the Credit Agreement) dated as of November 28, 2012 among the Borrower, the lenders from time to time party thereto and the Administrative Agent, and each of CS, Morgan Stanley Senior Funding Inc., Barclays Bank PLC and Bank of America, N.A., each an Additional Lender under that certain Amendment No. 3, Incremental Amendment and Joinder Agreement (the Incremental Amendment) dated as of June 6, 2013 among the Borrower, the other Credit Parties party thereto, the Administrative Agent and the Additional Lenders.

Hanover Capital Mortgage Holdings, Inc. – Amendment No. 4, Incremental Amendment and Joinder Agreement (July 23rd, 2013)

AMENDMENT NO. 4, INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of July 23, 2013 relating to the Credit Agreement dated as of November 28, 2012 (as heretofore amended or modified, the Credit Agreement) among Walter Investment Management Corp., a Maryland corporation (the Borrower), the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (in such capacity, the Administrative Agent) and collateral agent.

Hanover Capital Mortgage Holdings, Inc. – Amendment No. 3, Incremental Amendment and Joinder Agreement (June 11th, 2013)

AMENDMENT NO. 3, INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of June 6, 2013 relating to the Credit Agreement dated as of November 28, 2012 (as heretofore amended or modified, the Credit Agreement) among Walter Investment Management Corp., a Maryland corporation (the Borrower), the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (in such capacity, the Administrative Agent) and collateral agent.

Refinancing Amendment and Joinder Agreement (April 11th, 2013)

REFINANCING AMENDMENT AND JOINDER AGREEMENT, dated as of April 9, 2013 (this "Refinancing Amendment"), to the Amended and Restated Credit Agreement, dated as of February 7, 2011, as amended and restated as of March 29, 2012 and further amended pursuant to that certain Amendment No. 1 dated as of February 12, 2013 (as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among Rovi Corporation ("Holdings"), Rovi Solutions Corporation and Rovi Guides, Inc. (together, the "Borrowers"), the guarantors party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent") and collateral agent, J.P. Morgan Securities LLC ("JPMS"), as sole lead arranger, JPMS and Morgan Stanley Senior Funding, Inc. ("MSSF"), as joint bookrunners, and MSSF, as syndication agent.

Hanover Capital Mortgage Holdings, Inc. – Amendment No. 1, Incremental Amendment and Joinder Agreement (February 6th, 2013)

AMENDMENT NO. 1, INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of January 31, 2013 relating to the Credit Agreement dated as of November 28, 2012 (as heretofore amended or modified, the Credit Agreement) among Walter Investment Management Corp., a Maryland corporation (the Borrower), the lenders from time to time party thereto, and Credit Suisse AG, as administrative agent (in such capacity, the Administrative Agent) and collateral agent.

Hanover Capital Mortgage Holdings, Inc. – Amendment and Joinder Agreement (July 20th, 2012)

AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of July 17, 2012 relating to that certain First Lien Credit Agreement dated as of July 1, 2011 (as amended, supplemented or otherwise modified through the date hereof, the Credit Agreement) among WALTER INVESTMENT MANAGEMENT CORP. (the Borrower), the LENDERS from time to time party thereto, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent (in such capacity, the Administrative Agent).

First Incremental Amendment and Joinder Agreement (November 22nd, 2011)

FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of November 21, 2011 relating to the Credit Agreement dated as of May 18, 2011 (the Credit Agreement) among MoneyGram International, Inc., a Delaware corporation (Holdco), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent (in such capacity, the Administrative Agent) and as Collateral Agent. This Agreement amends and restates, and replaces in its entirety, that certain similarly-captioned agreement dated as of November 14, 2011 by and among those same parties party hereto.

First Incremental Amendment and Joinder Agreement (November 16th, 2011)

FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of November 14, 2011 relating to the Credit Agreement dated as of May 18, 2011 (the Credit Agreement) among MoneyGram International, Inc., a Delaware corporation (Holdco), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent (in such capacity, the Administrative Agent) and as Collateral Agent.

American Capital Mortgage Inves – Amendment and Joinder Agreement (November 14th, 2011)

This AMENDMENT AND JOINDER AGREEMENT (this "Amendment"), dated as of September 30, 2011, is entered into by and between American Capital Mortgage Investment TRS, LLC, a Delaware limited liability company ("TRS"), and American Capital MTGE Management, LLC, a Delaware limited liability company (the "Manager"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Management Agreement (as defined below).

Incremental Facility Amendment and Joinder Agreement No. 2 (May 5th, 2011)

INCREMENTAL FACILITY AMENDMENT AND JOINDER AGREEMENT NO. 2 (this Agreement) dated as of March 18, 2011 to the Second Amended and Restated Credit Agreement dated as of October 19, 2009 (as heretofore amended or modified, the Credit Agreement) among WINDSTREAM CORPORATION (the Borrower), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the Administrative Agent).

Amendment No. 2 and Joinder Agreement (December 13th, 2010)

AMENDMENT NO. 2 AND JOINDER AGREEMENT (this Agreement), dated as of December 10, 2010, to the Second Amended and Restated Credit Agreement dated as of July 18, 2007 (as heretofore amended or modified, the Credit Agreement) among KINDRED HEALTHCARE, INC. (the Borrower), the LENDERS party thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) and Collateral Agent (in such capacity, the Collateral Agent).

Asia Green Agriculture Corp – Amendment and Joinder Agreement (August 25th, 2010)

AMENDMENT AND JOINDER AGREEMENT, dated as of June 10, 2010 (this "Agreement"), among FU JIAN YADA GROUP CO., LTD. (the "Company"), HALTER FINANCIAL SECURITIES, INC. ("Halter") and WILLIAM BLAIR & COMPANY, L.L.C. ("WB"). Each of the parties to this Agreement is referred to herein as a "Party" and collectively, as the "Parties". Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings ascribed to such terms in the Issuer Agreement (as defined below).

Incremental Amendment and Joinder Agreement (August 2nd, 2010)

INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of July 30, 2010 relating to the Credit Agreement dated as of May 25, 2007 (as heretofore amended or modified, the Credit Agreement) among VERINT SYSTEMS INC. (the Borrower), the LENDERS from time to time party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (the Administrative Agent).

International Consolidated Companies Inc. – Consent, Amendment and Joinder Agreement (February 20th, 2009)

THIS CONSENT, AMENDMENT AND JOINDER AGREEMENT (this Amendment) is entered into as of February 13, 2009 by and among ACCESS CAPITAL, INC. (Access Capital), TELESTAR MARKETING, INC. (f/k/a Telestar Acquisition Corporation) (Company), TELE-RESPONSE CENTER, INC. (TRC) and INTERNATIONAL CONSOLIDATED COMPANIES, INC. (ICCI and together with TRC, each a Joinder Party and collectively, the Joinder Parties).

Third Amendment and Joinder Agreement (April 3rd, 2008)

This Third Amendment and Joinder Agreement, dated as of March 28, 2008 (this Amendment), to that certain Credit Agreement, dated as of October 26, 2005, among, Alpha NR Holding, Inc., a Delaware corporation (Holdings), Alpha Natural Resources, LLC, a Delaware limited liability company (the Borrower), the Lenders and Issuing Banks party thereto from time to time, and Citicorp North America, Inc., as administrative agent (in such capacity, the Administrative Agent) and as collateral agent for the Lenders and Issuing Banks, as amended by that certain Amendment and Consent, dated as of December 22, 2006 (the First Amendment), among Holdings, the Borrower and the Administrative Agent, as further amended by that certain Second Amendment and Consent, dated as of June 28, 2007 (the Second Amendment), among Holdings, the Borrower and the Administrative Agent (as so amended and as the same may be amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), amon

American Public Education – American Public Education, Inc. Amendment and Joinder Agreement to the August 2, 2005, Amended and Restated Registration Rights Agreement as of October 31, 2005 (September 20th, 2007)

THIS AMENDMENT AND JOINDER AGREEMENT (this Agreement) is entered into as of October 31, 2005, by and among (i) American Public Education, Inc., a Delaware corporation (the Company) (ii) ABS Capital Partners IV, L.P., a Delaware limited partnership, ABS Capital Partners IV-A, L.P., a Delaware limited partnership, ABS Capital Partners IV Offshore, L.P., a Cayman Islands exempt limited partnership, ABS Capital Partners IV Special Offshore, L.P., a Cayman Islands exempt limited partnership, Camden Partners Strategic Fund III, L.P., a Delaware limited partnership, and Camden Partners Strategic Fund III-A, L.P., a Delaware limited partnership (collectively, the Original Parties), and (iii) the stockholders identified on Schedule I hereto (the New Investors), and amends and causes the New Investors to join that certain Amended and Restated Registration Rights Agreement (the Registration Rights Agreement) entered into as of August 2, 2005 by and among each of the Company and the Original Parti

Amendment and Joinder Agreement to Receivables Purchase Agreement (March 16th, 2007)

THIS AMENDMENT AND JOINDER AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of October 20, 2006 (this "Amendment and Joinder Agreement"), is by and among COVENANT TRANSPORT, INC. ("Covenant Tennessee"), SOUTHERN REFRIGERATED TRANSPORT, INC. ("Southern Refrigerated" and, together with Covenant Tennessee, the "Original Originators" and each, an "Original Originator"), CVTI RECEIVABLES CORP (the "Purchaser"), COVENANT TRANSPORT SOLUTIONS, INC. ("Transport Solutions") and STAR TRANSPORTATION, INC. ("Star Transport" and, together with Transport Solutions, the "New Originators" and each, a "New Originator", and together with the Original Originators, the "Originators" and each, an "Originator"). Capitalized terms not otherwise defined herein shall have the meanings given to

Lionbridge – Amendment and Joinder Agreement (January 25th, 2007)

THIS AMENDMENT AND JOINDER AGREEMENT (this Agreement), dated as of January 22, 2007, is by and among Lionbridge International Finance Limited, a company formed under the laws of Ireland (the Foreign Borrower), Lionbridge International, a company formed under the laws of Ireland, and Lionbridge Luxembourg S.a.r.l., a company formed under the laws of Luxembourg (each an Additional Foreign Guarantor and together, the Additional Foreign Guarantors), Lionbridge Technologies, Inc., a Delaware corporation (the Company), the US Guarantors (as defined below), the Lenders (as defined below) party hereto, and HSBC Bank USA, National Association, in its capacity as administrative agent under that certain Credit Agreement, dated as of December 21, 2006 (as amended, restated, supplemented or otherwise modified, the Credit Agreement) by and among the Company, the Material Domestic Subsidiaries of the Company from time to time party thereto (the US Guarantors), the lenders from time to time party ther

AMENDMENT AND JOINDER AGREEMENT Dated as of July 31, 2006 (August 29th, 2006)

Reference is made to that certain Amended and Restated Registration Rights Agreement, dated as of October 6, 2004 (the Registration Rights Agreement), by and among NSI Software, Inc. (subsequently re-named Double-Take Software, Inc. (the Company)), the Series B Investors named on Exhibit A thereto (the Series B Investors) and the Series C Investors named on Exhibit B thereto (together with the Series B Investors, the Investors). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Rights Agreement.