Ratification of Obligations. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.
Ratification of Obligations. Except as specifically modified herein, the Indenture and the Securities are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.
Ratification of Obligations. (i) There are no understandings or agreements relating to the Obligations other than the Loan Documents.
Ratification of Obligations. Each Loan Party hereby ratifies the Credit Agreement and the other Loan Documents to which it is a party and acknowledges and reaffirms (i) that it is bound by all terms of the Credit Agreement, as amended hereby, and the other Loan Documents applicable to it and (ii) that it is responsible for the observance and full performance of its respective Obligations.
Ratification of Obligations. Except as specifically modified herein, the Indenture and the Bonds are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms. Appendix F-1
Ratification of Obligations. All Obligations of the Borrower to the Lender are hereby ratified and confirmed.
Ratification of Obligations. Each of the Loan Parties hereby ratifies and confirms its Obligations under the Credit Agreement and the other Loan Documents and acknowledges that all other terms, provisions and conditions of the Credit Agreement and the other Loan Documents remain unchanged (except as modified hereby) and are in full force and effect.
Ratification of Obligations. Borrower ratifies and reaffirms the --------------------------- Obligations, without setoff, defense, or counterclaim. Borrower agrees fully and faithfully to pay, perform and discharge, as and when payment, performance and discharge are due, all of the Obligations under the Loan Agreement, as amended hereby.
Ratification of Obligations. Each Credit Party, by its execution of this Amendment No. 2, hereby (a) unconditionally confirms and ratifies that all of its obligations (including, without limitation, any guarantee obligations) under the Loan Documents to which it is a party shall continue uninterrupted and in full force and effect for the benefit of the Holders, (b) represents, warrants and agrees that on and after the date hereof, it will continue to obtain benefits from the incurrence of Loans to, and the issuance of Letters of Credit for the account of, the Borrowers, and (c) agrees that on and after the date hereof, all references in the Loan Documents to the “Credit Agreement” shall be deemed to be and are references to the Credit Agreement as amended hereby.
Ratification of Obligations. The undersigned Subsidiary Guarantor hereby (a) acknowledges and consents to the foregoing Amendment and each Borrower’s execution thereof; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to it, and that it continues to guarantee, the Obligations of the Company under the Credit Agreement; (c) acknowledges and agrees that the Subsidiary Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees or agents); and (d) acknowledges, affirms and agrees that the Subsidiary Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender. Agreed and Acknowledged as of the date first above written: SUBSIDIARY GUARANTOR: KENNAMETAL HOLDINGS EUROPE, INC. By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Vice President, Secretary and General Counsel ANNEX A [Attached.] SCHEDULE 1.1 COMMITMENTS Lender Commitment Bank of America, N.A. $ 75,000,000.00 PNC Bank, National Association 75,000,000.00 JPMorgan Chase Bank, N.A. 75,000,000.00 The Bank of Tokyo-Mitsubishi UFJ, LTD. 65,000,000.00 Citizens Bank of Pennsylvania 65,000,000.00 Mizuho Corporate Bank, Ltd. 60,000,000.00 HSBC Bank USA, N.A. 45,000,000.00 U.S. Bank National Association 45,000,000.00 Commerzbank AG, New York Branch and Grand Cayman Branches 25,000,000.00 The Huntington National Bank 25,000,000.00 Compass Bank 25,000,000.00 First Commonwealth Bank 20,000,000.00 TOTAL $ 600,000,000.00 MULTICURRENCY SUBCOMMITMENT Lender Multicurrency Commitment Bank of America, N.A. $ 37,500,000.00 PNC Bank, National Association 37,500,000.00 JPMorgan Chase Bank, N.A. 37,500,000.00 The Bank of Tokyo-Mitsubishi UFJ, LTD. 32,500,000.00 Citizens Bank of Pennsylvania 32,500,000.00 Mizuho Corporate Bank, Ltd. 30,000,000.00 HSBC Bank USA, N.A. 22,500,000.00 U.S. Bank National Association 22,500,000.00 Commerzbank AG, New York Branch and Grand Cayman Branches 12,500,000.00 The Huntington National Bank 12,500,000.00 Compass Bank 12,500,000.00 First Commonwealth Bank 10,000,000.00 TOTAL $ 300,000,000.00 EXHIBIT B FORM OF SECOND AMENDMENT CLOSING CERTIFICATE Pursuant to Section 2(a)(ii...
