Amendment Contract Clauses (38,133)

Amendment. This Agreement may be amended only in writing, signed by all parties hereto. This Agreement is intended to be exempt from the requirements of Code § 409A and Treasury regulations promulgated thereunder as a short-term deferral, and the parties will interpret the Agreement accordingly. Notwithstanding the foregoing, the Board reserves the right, without the consent of Executive, to amend the Agreement to comply with Code §409A and regulations promulgated thereunder, preserving to the greatest... extent possible, the economic benefits provided under the Agreement to Executive. 2 11. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Minnesota. IN WITNESS HEREOF, the parties have executed this Agreement effective as of the date set forth above. EXECUTIVE: NUVERA COMMUNICATIONS, INC. /s/Barbara Bornhoft By /s/Perry Meyer Barbara Bornhoft Its Chairman 3 EX-10.4 5 exhibit10_4.htm EXHIBIT10.4 Exhibit 10.4 EXHIBIT 10.4 STAY BONUS AGREEMENT This Agreement is made as of August 27, 2019 by and between Nuvera Communications, Inc. (the "Company") and Barbara Bornhoft (the "Executive"). WHEREAS, Executive is currently employed by the Company as its Chief Operating Officer pursuant to the terms of that certain Employment Agreement dated as of July 2006, as amended March 2012 (the "Employment Agreement"); and WHEREAS, the Company and Bill Otis, currently serving as the Chief Executive Officer ("CEO") of the Company, have announced a succession plan with respect to Mr. Otis' employment whereby the Company will conduct a search and appoint a new CEO (the "Successor CEO"); and WHEREAS, the Company desires that the Successor CEO benefit from the knowledge, experience and expertise of Executive for a period of 12 months (the "Transition Period") following the first day of the Successor CEO's employment (the "Transition Date"); and WHEREAS, the Company wishes to retain Executive's services through the Transition Period; and WHEREAS, the purpose of this Agreement is to provide an incentive to Executive to remain with the Company and to use Executive's best efforts to assist the Successor CEO in a successful transition into the leadership role in the Company through and after the Transition Period; NOW, THEREFORE, in consideration of the foregoing and the mutual terms and conditions set forth herein, the parties agree as follows: 1. Transition Period Employment. During the period prior to the Transition Date and for the Transition Period, Executive shall continue to perform the job duties and responsibilities of Executive's position with the Company under the current terms of the Employment Agreement with Company and the Company's policies and procedures as directed by the CEO and the Board. Nothing herein changes the terms of employment or the Employment Agreement. Executive agrees to perform additional job duties and responsibilities as are assigned to Executive to assist in the transition by the Successor CEO during the Transition Period. Executive also agrees that the Successor CEO may in good faith reassign or reduce the duties and responsibilities of Executive during the Transition Period as the Successor CEO may determine, subject to any rights of the Executive under the Employment Agreement. View More

Amendment. Except as otherwise provided by the Plan, the Company may only alter, amend, or terminate this Award with your consent. 4 16. Governing Law. This Award Notice shall be governed by and construed in accordance with the laws of the State of Nevada, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

Amendment. The following defined term in Schedule 1.1a to the Agreement is hereby amended and restated as follows: "Permitted Purchase Money Indebtedness" means, as of any date of determination, (i) Purchase Money Indebtedness of Borrower, in an aggregate principal amount outstanding at any one time not in excess of $$9,973,760.00 (less any principal repayments made in respect thereof), evidenced by that certain Secured Promissory Note, dated on or about November 18, 2019, by Borrower and made payable to... GTC, Inc. (together with its successors and assigns and subsequent holders), entered into in connection with the purchase by Borrower of a 30,000 single channel GCL system and related equipment, and (ii) other Purchase Money Indebtedness incurred after the Original Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000. View More

Amendment. This Agreement may be amended or modified only by a written agreement signed by the Company and the Participant; provided, however, that the Board may amend or alter this Agreement and the Award granted hereunder at any time, subject to the terms of the Plan.

Amendment. The definition of "Guarantors" contained in Section 1.1 of the Loan Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof a new definition of "Guarantors" to read as follows: "Guarantors" means, collectively, CIAC Corporation, a Nevada corporation, Wilton Acquisitions, LLC, a Georgia limited liability company, CC Serve Corporation, a Georgia corporation, and Mobile Tech Investments, LLC, a Georgia limited liability company, and "Guarantor"... means any one of them. View More

Amendment. Effective as of the Seventh Amendment Effective Date, the Required Lenders, the Borrower, and each of the Guarantors hereby agree as follows: (a)The following defined terms are added to Schedule 1.1A to the Agreement in the appropriate alphabetical order: "Disclosure Restrictions" means none of the Loan Parties will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that in their good... faith judgment constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which in their good faith judgment disclosure is prohibited by any Legal Requirements or any binding agreement or (iii) that in their good faith judgment is subject to attorney client or similar privilege or constitutes attorney work product. "Seventh Amendment" means that certain Amendment No. 7 to Third Amended and Restated Credit and Security Agreement and Waiver, dated as of February 7, 2020, among the Borrower, the Guarantors party thereto and the Lenders party thereto. 2 "Seventh Amendment Effective Date" shall mean February 7, 2020, subject to the satisfaction of the conditions to effectiveness set forth in Section 3 of the Seventh Amendment. (b)The parenthetical "(as defined in the Second Amended and Restated Agreement)" in the definition of "Obligations" is amended and restated in its entirety as follows "(as defined in the Second Amended and Restated Credit Agreement)". (c)Section 2.II. (c)(vi) of the Fifth Amendment is amended and restated in its entirety as set forth below: "(vi)the representations and warranties of Borrower and each other Loan Party or its Subsidiaries contained in the Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of the Fifth Amendment Additional Advance Date (before and after giving effect to making the Fifth Amendment Additional Advances), as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such earlier date);" (d)Schedule 6.1 (Financial Statements, Reports, Certificates) to the Agreement is hereby amended and restated in its entirety to read in full as set forth on Schedule 6.1 hereto. View More

Amendment. The Corporation may amend this Certificate of Designation only with the approving vote of holders of a majority of the then-outstanding shares of Series A Preferred Stock.

Amendment. (a) New Definitions. Section 1.01 of the Financing Agreement is hereby amended by adding the following definitions, in appropriate alphabetical order: (i) ""Amendment No. 1" means Amendment No. 1 to Financing Agreement, dated as of December 27, 2019, by and among the Loan Parties, the Administrative Agent and the Lenders." (ii) ""Amendment No. 1 Effective Date" means the "Amendment Effective Date" as set forth in Amendment No.

Amendment. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto; provided that the Company may alter, modify or amend this Agreement unilaterally if such change is not materially adverse to the Participant or to cause this Agreement to comply with applicable law.

Amendment. Amendments to the Agreement: a. Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following: "Credit Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an inventory floorplan credit facility of (i) except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($250,000,000.00), (ii) during any Temporary Uplift Period, Three Hundred Twenty Five Million Dollars ($325,000,000.00) and (iii) during any 2020 Uplift Period,... Three Hundred Million Dollars ($300,000,000.00); provided, however, that at no time will the sum of (a) the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF under this Agreement, (b) the Letter of Credit Obligations (as defined in the BFA (as defined below)) and (c) the principal amount outstanding under Dealer's Accounts Receivable Facility (as defined in the BFA) (the "Aggregate Outstandings") exceed the Aggregate Facility Limit (as defined below). CDF's decision to advance funds will not be binding until the funds are actually advanced. In addition, subject to the terms of the Amended and Restated Business Financing Agreement between CDF and Dealer dated July 23, 2012, as amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented from time to time (the "BFA"), CDF agrees to provide to Dealer an accounts receivable facility of: (i) between February 14, 2020 through April 14, 2020 Seventy-Five Million Dollars ($75,000,000.00) and (ii) after April 14, 2020, Fifty Million Dollars ($50,000,000.00); provided, however, that at no time will the Aggregate Outstandings exceed the Aggregate Facility Limit. CDF's decision to advance funds will not be binding until the funds are actually advanced. 1 If, at any time, the Aggregate Outstandings exceeds the then applicable Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) the Aggregate Outstandings and (ii) the Aggregate Facility Limit. As used herein, "Aggregate Facility Limit" means (i) except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($250,000,000.00), (ii) during any Temporary Uplift Period, Three Hundred Twenty Five Million Dollars ($325,000,000.00) and (iii) during any 2020 Uplift Period, Three Hundred Million Dollars ($300,000,000.00). As used herein, "Temporary Uplift Period" means the period in any year starting in 2018, beginning on the date of Dealer's electronic notification to CDF of its election to temporarily increase Dealer's inventory floorplan credit facility, which such date shall not be earlier than July 1 of such year, and ending on the earlier of (i) the date that is 90 days following the date of such election and (ii) October 31 of such year. As used herein, "2020 Uplift Period" means the 90 day period ending on May 5, 2020." b. Section 6 of the Agreement is hereby amended by deleting the second to last sentence in such Section and replacing it with the following: "Notwithstanding the foregoing subsections (k) and (l), Dealer, from time to time, may make a dividend to ePlus inc. if, after giving effect to such dividend, and as of the date of such dividend, (i) Dealer is not in default under the terms and conditions of this Agreement, (ii) Dealer's Available Borrowing is not less than Twenty Million Dollars ($20,000,000.00) and (iii) Dealer does not have any outstandings under its Accounts Receivable Facility with CDF (provided that this clause (iii) shall not apply as of March 31, 2020)." 2. Each Dealer hereby ratifies and confirms the Agreement, as amended hereby, and each Other Agreement (as defined in Amended and Restated Business Financing Agreement between CDF and Dealer dated July 23, 2012, as amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented from time to time) executed by such Dealer in all respects. This Amendment may be executed by any party to this Amendment by original signature, facsimile and/or electronic signature. View More