RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities execution thereof; (b) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions thereof, (c) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrower under the Credit Agreement; (d) acknowledges and confirms that the liens and security interests granted by such Guarantor pursuant to the Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof; (e) acknowledges and agrees that such 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); (f) acknowledges, affirms and agrees that such 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 and (g) acknowledges, affirms and agrees with each term of the Amendment, including, without limitation, the Section entitled "Release". The Guarantors: MISSION BROADCASTING, INC. By: /s/ Dxxxxx X. Xxxxxxxx Name: Dxxxxx X. Xxxxxxxx Title: Executive Vice President, COO NEXSTAR BROADCASTING GROUP, INC. NEXSTAR FINANCE HOLDINGS, INC. By: /s/ Txxxxx X. Xxxxxx Name: Txxxxx X. Xxxxxx Title: Executive Vice President, CFO EXHIBIT G FORM OF REVOLVING LOAN NOTICE Date: ___________, _____ Bank of America, N.A., as Administrative Agent Corporate Loan Services 900 Xxxx Xxxxxx, ___xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Attention: Telecopier: Re: Fourth Amended and Restated Credit Agreement, dated as of April 1, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Nexstar Broadcasting, Inc. (the "Borrower"), Nexstar Broadcasting Group, Inc. (the "Ultimate Parent"), certain Subsidiaries of the Ultimate Parent from time to time parties thereto, the several financial institutions from time to time parties thereto (the "Lender...
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Amendment and the Borrower’s execution, delivery and performance thereof; (b) joins the foregoing First Amendment for the purpose of consenting to and being bound by the provisions thereof; (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein; (d) ratifies and confirms all of its 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, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Amendment; and (e) acknowledges and agrees that as of the date of the foregoing First Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its Guaranty. The Guarantors: CARRIAGE CEMETERY SERVICES, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIA, INC. CARRIAGE CEMETERY SERVICES OF IDAHO, INC. CARRIAGE FLORIDA HOLDINGS, INC. CARRIAGE FUNERAL HOLDINGS, INC. CARRIAGE FUNERAL MANAGEMENT, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC. CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC. CARRIAGE HOLDING COMPANY, INC. CARRIAGE INTERNET STRATEGIES, INC. CARRIAGE LIFE EVENTS, INC. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER VI, INC. CSRE HOLDINGS, INC. PNCA, INC. CARRIAGE OPERATIONS, INC. CARRIAGE SERVICES OF TENNESSEE, INC. CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE PENNSYLVANIA HOLDINGS, INC. CARRIAGE SERVICES OF CONNECTICUT, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. CHC INSURANCE AG...
RATIFICATION OF GUARANTORS. As an inducement to Administrative Agent and Lenders to amend the Agreement as set forth in the foregoing Amendment, each of the Guarantors hereby:
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors acknowledge that they are legally and validly indebted to Lender under their respective Guaranty, without defense, counterclaim or offset, and affirm that each such Guaranty remains in full force and effect and includes, without limitation, the indebtedness, liabilities and obligations arising under, or in any way connected with the obligations of Borrower to Lender as governed by the Loan Agreement as modified by this Amendment and any of the Loan Documents, whether now existing or hereafter arising.
RATIFICATION OF GUARANTORS. Each of the Guarantors hereby executes this Consent to evidence its consent hereto, and each Guarantor hereby ratifies and confirms the Credit Agreement, each Guaranty Agreement and each other Loan Document to which it is a party. No novation is intended or shall occur by or as a result of this Consent. This Consent is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the liens, security interests, indebtedness, loans, liabilities, expenses, or obligations under the Credit Agreement or the other Loan Documents.
RATIFICATION OF GUARANTORS. Each Guarantor hereby:
RATIFICATION OF GUARANTORS. 4.1 Ratification. Each Guarantor hereby acknowledges and consent to the terms and provisions of this Agreement and the transactions contemplated hereby. Each Guarantor hereby ratifies and confirms that the guaranty set forth in the Guaranty Agreement executed by such Guarantor is in full force and effect and, following the effectiveness of this Agreement, will remain in full force and effect, enforceable against such Guarantor in accordance with the terms therein except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally.]
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the Amendment to which this ratification is attached, and the Borrowers execution thereof; (b) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions thereof, (c) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee the Obligations of the Borrowers under the Agreement, as amended by the Amendment and (d) acknowledges, affirms and agrees to each term of the Amendment. GUARANTORS: VALMONT INDUSTRIES, INC. By: /s/ Mxxx X. Xxxxxxx Name: Mxxx X. Xxxxxxx Title: Chief Financial Officer PIROD, INC. By: /s/ Mxxx X. Xxxxxxx Name: Mxxx X. Xxxxxxx Title: Chief Financial Officer VALMONT COATINGS, INC. By: /s/ Mxxx X. Xxxxxxx Name: Mxxx X. Xxxxxxx Title: Vice President VXXXXXX XXXXXXX, INC. By: /s/ Mxxx X. Xxxxxxx Name: Mxxx X. Xxxxxxx Title: Vice President Signed sealed and delivered by VALMONT QUEENSLAND PTY LTD. Valmont Queensland Pty Ltd. ACN 142 183 800 in accordance with s127 of the Corporations Axx 0000 By: /s/ Mxxx X. Xxxxxxx (Cth) in the presence of: Name: Mxxx X. Xxxxxxx Title: Director By: /s/ Rxxxx Axxxxx Xxxxxx Name: Rxxxx Axxxxx Xxxxxx Title: Director EXHIBIT B TO VALMONT INDUSTRIES, INC. CREDIT AGREEMENT FORM OF COMPLIANCE CERTIFICATE COMPLIANCE CERTIFICATE for the quarter ending __________ __, _____ To: JPMorgan Chase Bank, N.A. Loan and Agency Services Group 10 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Nxxxxxx Xxxxxx Telephone: 300-000-0000 Telecopy: 800-000-0000 and each Lender Ladies and Gentlemen: This Compliance Certificate (the "Certificate") is being delivered pursuant to Section 5.01(c) of that certain Credit Agreement (as amended, the "Agreement") dated as of August 15, 2012, among Valmont Industries, Inc. and certain of its Subsidiaries (collectively, the "Borrowers"), JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein. All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the terms of the Agreement. The undersigned, an authorized financial officer of the Company in his capacity as such financial officer and not in his individual capacity, does hereby c...
