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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):
Appears in 1 contract
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 3, 5 and 6 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx 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 General Counsel and Secretary 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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 3, 5 and 6 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx 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 General Counsel 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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Secretary Exhibit A
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 3, 6 and 7 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx 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 General Counsel 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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Secretary
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Emmis Communications Corp)
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"23 thereof. The Guarantors: MISSION BROADCASTING, INC. By: /s/ Dxxxxx Xxxxx X. Xxxxxxxx Name: Dxxxxx Xxxxx Xxxxx X. Xxxxxxxx Title: Executive Vice PresidentXxxxx, COO President NEXSTAR BROADCASTING GROUP, INC. NEXSTAR FINANCE HOLDINGS, INC. By: /s/ Txxxxx X. Xxxxxx Xxxxxxx Xxxxx Name: Txxxxx X. Xxxxxx Xxxxxxx Xxxxx 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: V P Controller Fourth Amended and Restated Credit Agreement] Annex I [See Attached] Annex I to Third Amendment to Fourth Amended and Restated Credit Agreement ANNEX I TO THE THIRD AMENDMENT FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AMONG NEXSTAR BROADCASTING, dated as of April INC., NEXSTAR BROADCASTING GROUP, INC. AND CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, THE SEVERAL FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT and SYNDICATION AGENT, BANC OF AMERICA SECURITIES LLC, UBS SECURITIES LLC, AND DEUTSCHE BANK SECURITIES INC. AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS UBS SECURITIES LLC, DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS AND CREDIT AGRICOLE CIB AS CO-DOCUMENTATION AGENTS 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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):TABLE OF CONTENTS Page
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RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 3, 5 and 6 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager By: /s/ J. Xxxxx Xxxxxxx Name: J. Xxxxx Xxxxxxx Title: Executive Vice President, General Counsel and Secretary The Guarantors (cont): EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx 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 General Counsel and Secretary Exhibit L FORM OF REVOLVING LOAN NOTICE Date: ___________NOTE PURCHASE AGREEMENT ANNEX I NOTE PURCHASE AGREEMENT Dated as of November 10, _____ Bank of America, N.A.2011 between EMMIS COMMUNICATIONS CORPORATION, as Administrative Agent Corporate Loan Services 900 Xxxx Xxxxxx, ___xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Attention: Telecopier: Re: Fourth Amended Issuer 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 "Lenders") and Bank of America, N.A.[PURCHASER], as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Purchaser TABLE OF CONTENTS Page
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Mission 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 NEXSTAR 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/ /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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Chief Financial Officer Exhibit M
Appears in 1 contract
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 President and Chief Operating Officer 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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Chief Financial Officer
Appears in 1 contract
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 3, 5 and 6 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx 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 General Counsel 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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Secretary
Appears in 1 contract
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Mission 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"23 thereof. The Guarantors: MISSION NEXSTAR 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 Sxxxxxx X. Xxxxxx Xxxxx Name: Txxxxx Sxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice PresidentSecretary & VP Controller 5432461v.2 25690/685 Annex I [See Attached] 5432461v.2 25690/685 Annex I to the First Amendment THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG MISSION BROADCASTING, CFO EXHIBIT G FORM INC., THE SEVERAL FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, BANK OF REVOLVING LOAN NOTICE Date: AMERICA, N.A., AS ADMINISTRATIVE AGENT, UBS SECURITIES LLC AND MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED, AS CO-SYNDICATION AGENTS ___________, _______________________ Bank of AmericaBANK OF AMERICA SECURITIES LLC, N.A.AND UBS SECURITIES LLC, as Administrative Agent Corporate Loan Services 900 Xxxx XxxxxxAS JOINT LEAD ARRANGERS BANK OF AMERICA SECURITIES LLC, AND MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED, AS JOINT BOOK MANAGERS ___xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Attention: Telecopier: Re: Fourth Amended and Restated Credit Agreement, dated as of April _______________________________ DATED AS OF APRIL 1, 2005 (as amended__________________________________ 5432461v.2 25690/685 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.01. Defined Terms 1 1.02. Other Definitional Provisions. 33 1.03. Accounting Principles 34 1.04. Classes and Types of Loans and Borrowings 34 1.05. Rounding 35 1.06. Times of Day 35 1.07. Letter of Credit Amounts 35 ARTICLE II. THE CREDIT FACILITIES 35 2.01. Amounts and Terms of Commitments. 35 2.02. Borrowings, 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 Conversions and Continuations of the Ultimate Parent from time to time parties thereto, the several financial institutions from time to time parties thereto (the "Lenders") Loans. 37 2.03. Letters of Credit. 39 2.04. Reduction and Bank Termination of America, N.A., as Administrative Agent for the Lenders (in such capacity Commitments. 47 2.05. Voluntary Prepayments. 48 2.06. Mandatory Prepayments. 49 2.07. Repayment of Loans. 51 2.08. Interest. 52 2.09. Fees 53 2.10. Computation of Interest and together with its successors and assigns in such capacity, the "Fees 53 2.11. Evidence of Debt. 54 2.12. Payments Generally; Administrative Agent")'s Clawback. Unless otherwise defined herein54 2.13. Sharing of Payments by Lenders 56 2.14. Security Documents and Guaranty Agreements. 57 ARTICLE III. TAXES, terms used herein shall have the meanings ascribed YIELD PROTECTION AND ILLEGALITY 57 3.01. Taxes. 57 3.02. Illegality 59 3.03. Inability to them in the Credit AgreementDetermine Rates 59 3.04. Ladies and Gentlemen: The undersigned hereby requests (select one):Increased Costs; Reserves on Eurodollar Loans. 60 3.05. Compensation for Losses 61 3.06. Mitigation Obligations; Replacement of Lenders. 62 3.07. Survival 62
Appears in 1 contract
Samples: Shared Services Agreement (Mission Broadcasting Inc)
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"24 thereof. The Guarantors: MISSION BROADCASTING, INC. By: /s/ Dxxxxx Dxxxx X. Xxxxxxxx Name: Dxxxxx Xxxxx, President Dxxxx X. Xxxxxxxx Title: Executive Vice PresidentXxxxx, COO President NEXSTAR BROADCASTING GROUP, INC. NEXSTAR FINANCE HOLDINGS, INC. By: /s/ Txxxxx Sxxxxxx X. Xxxxxx Xxxxx, Secretary & VP Controller Name: Txxxxx Sxxxxxx X. Xxxxxx Xxxxx Title: Executive Vice PresidentSecretary & VP Controller Fourth Amended and Restated Credit Agreement] 5432462v.2 25690/684 Annex I to the Second Amendment Annex I [See Attached] Annex I to Second Amendment to Fourth Amended and Restated Credit Agreement 5432462v.2 25690/684 Annex I to the Second Amendment FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AMONG NEXSTAR BROADCASTING, CFO EXHIBIT G FORM INC., NEXSTAR BROADCASTING GROUP, INC. AND CERTAIN OF REVOLVING LOAN NOTICE Date: ITS SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, THE SEVERAL FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, UBS SECURITIES LLC AND MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED, AS CO-SYNDICATION AGENTS ___________, _______________________ Bank of AmericaBANK OF AMERICA SECURITIES LLC, N.A.AND UBS SECURITIES LLC, as Administrative Agent Corporate Loan Services 900 Xxxx XxxxxxAS JOINT LEAD ARRANGERS AND BANK OF AMERICA SECURITIES LLC, AND MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED, AS JOINT BOOK MANAGERS ___xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Attention: Telecopier: Re: Fourth Amended and Restated Credit Agreement, dated as of April _______________________________ DATED AS OF APRIL 1, 2005 (as amended__________________________________ 5432462v.2 25690/684 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.01. Defined Terms 1 1.02. Other Definitional Provisions 21 1.03. Accounting Principles 21 1.04. Classes and Types of Loans and Borrowings 21 1.05. Rounding 21 1.06. Times of Day 21 1.07. Letter of Credit Amounts 21 ARTICLE II. THE CREDIT FACILITIES 22 2.01. Amounts and Terms of Commitments 22 2.02. Borrowings, 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 Conversions and Continuations of the Ultimate Parent from time to time parties thereto, the several financial institutions from time to time parties thereto (the "Lenders") Loans 22 2.03. Letters of Credit. 22 2.04. Reduction and Bank Termination of America, N.A., as Administrative Agent for the Lenders (in such capacity Commitments. 25 2.05. Voluntary Prepayments 25 2.06. Mandatory Prepayments 25 2.07. Repayment of Loans 26 2.08. Interest. 21 2.09. Fees 21 2.10. Computation of Interest and together with its successors and assigns in such capacity, the "Administrative Agent")Fees 27 2.11. Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit AgreementEvidence of Debt. Ladies and Gentlemen: The undersigned hereby requests (select one):27
Appears in 1 contract
Samples: Shared Services Agreement (Nexstar Broadcasting Group Inc)
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment Agreement and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment Agreement for the sole purpose of consenting to and being bound by the provisions of Sections 4, 6 and 7 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx 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 General Counsel 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 "Lenders") and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Secretary
Appears in 1 contract
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Mission 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"24 thereof. The Guarantors: MISSION NEXSTAR 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 Xxxxxxx Xxxxx Name: Txxxxx X. Xxxxxx Xxxxxxx Xxxxx 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 VP Controller Third Amended and Restated Credit Agreement] Annex I [See Attached] Annex I to Second Amendment to Third Amended and Restated Credit Agreement ANNEX I TO THE SECOND AMENDMENT THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG MISSION BROADCASTING, dated as of April INC., THE SEVERAL FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT and SYNDICATION AGENT, BANC OF AMERICA SECURITIES LLC, UBS SECURITIES LLC, AND DEUTSCHE BANK SECURITIES INC. AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS UBS SECURITIES LLC, DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS AND CREDIT AGRICOLE CIB AS CO-DOCUMENTATION AGENTS DATED AS OF APRIL 1, 2005 (as amendedTABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.01 Defined Terms 1 1.02 Other Definitional Provisions 39 1.03 Accounting Terms 40 1.04 Classes and Types of Loans and Borrowings 40 1.05 Rounding 41 1.06 Times of Day 41 1.07 Letter of Credit Amounts 41 ARTICLE II. THE CREDIT FACILITIES 41 2.01 Amounts and Terms of Commitments 41 2.02 Borrowings, restated, supplemented or otherwise modified from time to time, the "Conversions and Continuations of Loans 47 2.03 Letters of Credit Agreement"), among Nexstar Broadcasting, Inc. (the "Borrower"), Nexstar Broadcasting Group, Inc. (the "Ultimate Parent"), certain Subsidiaries 49 2.04 Reduction and Termination of the Ultimate Parent from time to time parties thereto, the several financial institutions from time to time parties thereto (the "Lenders") Commitments 57 2.05 Voluntary Prepayments 58 2.06 Mandatory Prepayments 59 2.07 Repayment of Loans 63 2.08 Interest 64 2.09 Fees 65 2.10 Computation of Interest and Bank Fees 65 2.11 Evidence of America, N.A., as Administrative Agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the "Debt 66 2.12 Payments Generally; Administrative Agent")’s Clawback 66 2.13 Sharing of Payments by Lenders 68 2.14 Security Documents and Guaranty Agreements 69 2.15 Cash Collateral 69 2.16 Defaulting Lenders 71 ARTICLE III. Unless otherwise defined hereinTAXES, terms used herein shall have YIELD PROTECTION AND ILLEGALITY 73 3.01 Taxes 73 3.02 Illegality 77 3.03 Inability to Determine Rates 77 3.04 Increased Costs; Reserves on Eurodollar Loans 78 3.05 Compensation for Losses 79 3.06 Mitigation Obligations; Replacement of Lenders 80 3.07 Survival 80 ARTICLE IV. CONDITIONS PRECEDENT 80 4.01 Conditions to the meanings ascribed Effective Date 80 4.02 Additional Conditions to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Effective Date 83
Appears in 1 contract
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 7 and 9 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager By: Name: J. Xxxxx Xxxxxxx Title: Senior Vice President and Associate General Counsel The Guarantors (cont): EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Title: Executive Senior Vice President, COO NEXSTAR BROADCASTING GROUP, INC. NEXSTAR FINANCE HOLDINGS, INC. President and Associate General Counsel By: /s/ Txxxxx X. Xxxxxx Name: Txxxxx X. Xxxxxx J. Xxxxx Xxxxxxx Title: Executive Senior Vice PresidentPresident and Associate General Counsel Published CUSIP Number: 00000XXX0 AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of November 2, CFO EXHIBIT G FORM 2006 among EMMIS OPERATING COMPANY, as Borrower EMMIS COMMUNICATIONS CORPORATION, as Parent THE LENDERS LISTED ON SCHEDULE 1 HERETO BANK OF REVOLVING LOAN NOTICE Date: ___________, _____ Bank of AmericaAMERICA, N.A., as Administrative Agent Corporate Loan Services 900 Xxxx XxxxxxAgent, ___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 "Lenders") and Bank of America, N.A.DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Syndication Agent for the Lenders (in such capacity GENERAL ELECTRIC CAPITAL CORPORATION, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH and together with its successors SUNTRUST BANK, as Co-Documentation Agents, and assigns in such capacityBANC OF AMERICA SECURITIES LLC, the "Administrative Agent"). Unless otherwise defined hereinDEUTSCHE BANK SECURITIES INC., terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies as Joint Lead Arrangers and Gentlemen: The undersigned hereby requests (select one):Joint Book Managers TABLE OF CONTENTS Page
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment dated as of November 27, 2012 to which this ratification is attached, and the Nexstar Entities Borrower’s and the Parent’s 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, as amended by the Amendment; (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 LiensLiens permitted under Section 7.01 of the Credit Agreement) 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 hereof to the Administrative Agent or any Lender and extent required under the Loan Documents; (g) acknowledges, affirms and agrees with to each term of the Amendment, including, without limitation, ; and (h) hereby represents and warrants that its organizational or other governing documents have not been amended or modified in a manner adverse to the Section entitled "Release"Lenders since such documents were most recently delivered to the Administrative Agent. The Guarantors: MISSION BROADCASTING, INCENTERCOM COMMUNICATIONS CORP. By: /s/ Dxxxxx X. Xxxxxxxx Name: Dxxxxx Xxxx X. Xxxxxxxx Title: Executive Vice PresidentPresident DELAWARE EQUIPMENT HOLDINGS, COO NEXSTAR BROADCASTING GROUPLLC ENTERCOM AUSTIN LICENSE, LLC ENTERCOM AUSTIN, LLC ENTERCOM BOSTON 1 TRUST ENTERCOM BOSTON LICENSE, L.L.C. ENTERCOM BOSTON, LLC ENTERCOM BUFFALO LICENSE, LLC ENTERCOM BUFFALO, LLC ENTERCOM CALIFORNIA, LLC ENTERCOM CAPITAL, INC. NEXSTAR FINANCE HOLDINGSENTERCOM DENVER LICENSE, INC. LLC ENTERCOM DENVER, LLC ENTERCOM GAINESVILLE LICENSE, LLC ENTERCOM GAINESVILLE, LLC ENTERCOM GREENSBORO LICENSE, LLC ENTERCOM GREENSBORO, LLC ENTERCOM GREENVILLE LICENSE, LLC ENTERCOM GREENVILLE, LLC ENTERCOM INDIANAPOLIS LICENSE, LLC ENTERCOM INDIANAPOLIS, LLC ENTERCOM KANSAS CITY LICENSE, LLC ENTERCOM KANSAS CITY, LLC ENTERCOM MADISON LICENSE, LLC ENTERCOM MADISON, LLC ENTERCOM MEMPHIS LICENSE, LLC ENTERCOM MEMPHIS, LLC By: /s/ Txxxxx X. Xxxxxx Name: Txxxxx Xxxx X. Xxxxxx Xxxxxxxx Title: Executive Vice PresidentPresident ENTERCOM MILWAUKEE LICENSE, CFO LLC ENTERCOM MILWAUKEE, LLC ENTERCOM NEW ORLEANS LICENSE, LLC ENTERCOM NEW ORLEANS, LLC ENTERCOM NEW YORK, INC. ENTERCOM NORFOLK LICENSE, LLC ENTERCOM NORFOLK, LLC ENTERCOM PORTLAND LICENSE, LLC ENTERCOM PORTLAND, LLC ENTERCOM PROPERTIES, LLC ENTERCOM PROVIDENCE LICENSE, LLC ENTERCOM PROVIDENCE, LLC ENTERCOM ROCHESTER LICENSE, LLC ENTERCOM ROCHESTER, LLC ENTERCOM SACRAMENTO LICENSE, LLC ENTERCOM SAN FRANCISCO LICENSE, LLC ENTERCOM SEATTLE LICENSE, LLC ENTERCOM SEATTLE, LLC ENTERCOM SPRINGFIELD LICENSE, LLC ENTERCOM SPRINGFIELD, LLC ENTERCOM WICHITA LICENSE, LLC ENTERCOM WICHITA, LLC ENTERCOM XXXXXX-XXXXX SCRANTON, LLC By: Name: Xxxx X. Xxxxxxxx Title: Executive Vice President ENTERCOM INCORPORATED By: Name: Xxxx X. Xxxxxxxx Title: President 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 A CONSENT TO FIRST AMENDMENT CONSENT TO FIRST AMENDMENT (this “Consent”) to the First Amendment (“Amendment”) to that certain Credit Agreement, dated as of April 1November 23, 2005 2011 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), among Nexstar Broadcasting(a) ENTERCOM RADIO, Inc. LLC (the "“Borrower"”), Nexstar Broadcasting Groupa Delaware limited liability company, Inc. (b) ENTERCOM COMMUNICATIONS CORP. (the "Ultimate “Parent"”), a Pennsylvania corporation, (c) certain Subsidiaries of the Ultimate Parent Lenders from time to time parties thereto, the several financial institutions from time to time parties party thereto and (the "Lenders"d) and Bank of AmericaBANK OF AMERICA, N.A., as Administrative Agent for administrative agent (the Lenders (in such capacity and together with its successors and assigns in such capacity, the "“Administrative Agent"”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings ascribed given to them in the Credit AgreementAmendment. Ladies and Gentlemen: The undersigned Term B Lender hereby requests irrevocably and unconditionally approves the Amendment and consents as follows (select one):check ONE option): Cashless Settlement Option • to convert 100% of the outstanding principal amount of the Term B Loan held by such Lender (or such lesser amount allocated to such Lender by the Arrangers) into a Term B-1 Loan in a like principal amount. Post-Closing Settlement Option • to have 100% of the outstanding principal amount of the Term B Loan held by such Lender prepaid on the First Amendment Effective Date and purchase by assignment a principal amount of Term B-1 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Arrangers).
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RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 9, 11 and 12 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager By: Name: J. Xxxxx Xxxxxxx Title: Executive Vice President and General Counsel The Guarantors (cont): EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Title: Executive Vice PresidentPresident and General Counsel ANNEX I TO THE SECOND AMENDMENT Published CUSIP Number: 00000XXX0 AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of November 2, COO NEXSTAR BROADCASTING GROUP2006 among EMMIS OPERATING COMPANY, INC. NEXSTAR FINANCE HOLDINGSas Borrower EMMIS COMMUNICATIONS CORPORATION, INC. By: /s/ Txxxxx X. Xxxxxx Name: Txxxxx X. Xxxxxx Title: Executive Vice President, CFO EXHIBIT G FORM as Parent THE LENDERS LISTED ON SCHEDULE 1 HERETO BANK OF REVOLVING LOAN NOTICE Date: ___________, _____ Bank of AmericaAMERICA, N.A., as Administrative Agent Corporate Loan Services 900 Xxxx XxxxxxAgent, ___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 "Lenders") and Bank of America, N.A.DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Syndication Agent for the Lenders (in such capacity GENERAL ELECTRIC CAPITAL CORPORATION, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH and together with its successors SUNTRUST BANK, as Co-Documentation Agents, and assigns in such capacityBANC OF AMERICA SECURITIES LLC, the "Administrative Agent"). Unless otherwise defined hereinDEUTSCHE BANK SECURITIES INC., terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies as Joint Lead Arrangers and Gentlemen: The undersigned hereby requests (select one):Joint Book Managers TABLE OF CONTENTS Page
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Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower's and the Parent's execution thereof; (b) joins the foregoing Amendment for the sole purpose of consenting to and being bound by the provisions of Sections 5, 7 and 8 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); and (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"Lender. The Guarantors: MISSION EMMIS COMMUNICATIONS CORPORATION EMMIS INDIANA BROADCASTING, L.P., by Emmis Operating Company, its General Partner EMMIS INTERNATIONAL BROADCASTING CORPORATION EMMIS LICENSE CORPORATION OF NEW YORK EMMIS MEADOWLANDS CORPORATION EMMIS PUBLISHING CORPORATION EMMIS PUBLISHING, L.P., by Emmis Operating Company, its General Partner EMMIS RADIO, LLC, by Emmis Operating Company, its Manager By: /s/ J. Xxxxx Xxxxxxx Name: J. Xxxxx Xxxxxxx Title: Executive Vice President, General Counsel and Secretary Revolving Credit and Term Loan Agreement] - The Guarantors (cont): EMMIS RADIO LICENSE CORPORATION OF NEW YORK EMMIS RADIO LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION LICENSE, LLC, by Emmis Operating Company, its Manager EMMIS TELEVISION BROADCASTING, L.P., by Emmis Operating Company, its General Partner LOS ANGELES MAGAZINE HOLDING COMPANY, INC. MEDIATEX COMMUNICATIONS CORPORATION ORANGE COAST KOMMUNICATIONS, INC. By: /s/ Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxxx Title: Executive Vice President, COO NEXSTAR BROADCASTING GROUPGeneral Counsel and Secretary Revolving Credit and Term Loan Agreement] Annex I [See Attached] ANNEX I TO THE THIRD AMENDMENT Published CUSIP Number: 00000XXX0 AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of November 2, INC. NEXSTAR FINANCE HOLDINGS2006 among EMMIS OPERATING COMPANY, INC. By: /s/ Txxxxx X. Xxxxxx Name: Txxxxx X. Xxxxxx Title: Executive Vice Presidentas Borrower EMMIS COMMUNICATIONS CORPORATION, CFO EXHIBIT G FORM as Parent THE LENDERS LISTED ON SCHEDULE 1 HERETO BANK OF REVOLVING LOAN NOTICE Date: ___________, _____ Bank of AmericaAMERICA, N.A., as Administrative Agent Corporate Loan Services 900 Xxxx XxxxxxAgent, ___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 "Lenders") and Bank of America, N.A.DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Syndication Agent for the Lenders (in such capacity GENERAL ELECTRIC CAPITAL CORPORATION, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH and together with its successors SUNTRUST BANK, as Co-Documentation Agents, and assigns in such capacityBANC OF AMERICA SECURITIES LLC, the "Administrative Agent"). Unless otherwise defined hereinDEUTSCHE BANK SECURITIES INC., terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies as Joint Lead Arrangers and Gentlemen: The undersigned hereby requests (select one):Joint Book Managers TABLE OF CONTENTS Page
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Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Nexstar Entities Borrower’s and the Parent’s 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 hereofhereof to the extent required under the Loan Documents; (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 their respective directors, officers, employees employees, agents, attorneys or agents)other representatives) under or in connection with the Credit Agreement and the other Loan Documents; (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 Lender, in each case under or in connection with the Credit Agreement and the other Loan Documents and (g) acknowledges, affirms and agrees with to each term of the Amendment, including, without limitation, the Section thereof entitled "“Release"”. The Guarantors: MISSION BROADCASTINGDELAWARE EQUIPMENT HOLDINGS, LLC ENTERCOM AUSTIN LICENSE, LLC ENTERCOM AUSTIN, LLC ENTERCOM BOSTON 1 TRUST ENTERCOM BOSTON LICENSE, LLC ENTERCOM BOSTON, LLC ENTERCOM BUFFALO LICENSE, LLC ENTERCOM BUFFALO, LLC ENTERCOM CAPITAL, INC. By: /s/ Dxxxxx X. Xxxxxxxx Name: Dxxxxx X. Xxxxxxxx Title: Executive Vice PresidentENTERCOM DENVER LICENSE, COO NEXSTAR BROADCASTING GROUPLLC ENTERCOM DENVER, LLC ENTERCOM GAINESVILLE LICENSE, LLC ENTERCOM GAINESVILLE, LLC ENTERCOM GREENSBORO LICENSE, LLC ENTERCOM GREENSBORO, LLC ENTERCOM GREENVILLE LICENSE, LLC ENTERCOM GREENVILLE, LLC ENTERCOM INDIANAPOLIS LICENSE, LLC ENTERCOM INDIANAPOLIS, LLC ENTERCOM KANSAS CITY LICENSE, LLC ENTERCOM KANSAS CITY, LLC ENTERCOM MADISON LICENSE, LLC ENTERCOM MADISON, LLC Senior Secured Credit Agreement] ENTERCOM MEMPHIS LICENSE, LLC ENTERCOM MEMPHIS, LLC ENTERCOM MILWAUKEE LICENSE, LLC ENTERCOM MILWAUKEE, LLC ENTERCOM NEW ORLEANS LICENSE, LLC ENTERCOM NEW ORLEANS, LLC ENTERCOM NEW YORK, INC. NEXSTAR FINANCE HOLDINGSENTERCOM NORFOLK LICENSE, INC. LLC ENTERCOM NORFOLK, LLC ENTERCOM PORTLAND LICENSE, LLC ENTERCOM PORTLAND, LLC ENTERCOM PROPERTIES, LLC ENTERCOM PROVIDENCE LICENSE, LLC ENTERCOM PROVIDENCE, LLC ENTERCOM ROCHESTER LICENSE, LLC ENTERCOM ROCHESTER, LLC ENTERCOM SACRAMENTO LICENSE, LLC ENTERCOM SACRAMENTO, LLC ENTERCOM SAN FRANCISCO LICENSE, LLC ENTERCOM SAN FRANCISCO, LLC ENTERCOM SEATTLE LICENSE, LLC ENTERCOM SEATTLE, LLC ENTERCOM SPRINGFIELD LICENSE, LLC ENTERCOM SPRINGFIELD, LLC ENTERCOM WICHITA LICENSE, LLC ENTERCOM WICHITA, LLC ENTERCOM XXXXXX-XXXXX SCRANTON, LLC By: /s/ Txxxxx X. Xxxxxx Print Name: Txxxxx X. Xxxxxx Print Title: Executive Vice PresidentENTERCOM INCORPORATED By: Print Name: Print Title: Senior Secured Credit Agreement] Annex I [See Attached] Annex I to First Amendment to Senior Secured Credit Agreement ANNEX I TO FIRST AMENDMENT $1,050,000,000 SENIOR SECURED CREDIT FACILITY CREDIT AGREEMENT Dated as of June 18, CFO EXHIBIT G FORM 2007 among ENTERCOM RADIO, LLC as the Borrower, ENTERCOM COMMUNICATIONS CORP., as the Parent, BANK OF REVOLVING LOAN NOTICE Date: ___________AMERICA, _____ Bank of America, N.A., N.A as Administrative Agent Corporate Loan Services 900 Xxxx Xxxxxxand L/C Issuer, ___xx Xxxxx XxxxxxJPMORGAN CHASE BANK, Xxxxx 00000N.A. as Syndication Agent BMO CAPITAL MARKETS, CORP. BNP PARIBAS MIZUHO CORPORATE BANK, LTD. SUNTRUST BANK as Co-0000 Attention: Telecopier: Re: Fourth Amended Documentation Agents 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 "Lenders") and Bank of America, N.A.The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Administrative Agent for the Lenders (in such capacity Joint Lead Arranger and together with its successors Joint Book Manager X.X. XXXXXX SECURITIES INC., as Joint Lead Arranger and assigns in such capacity, the "Administrative Agent"). Unless otherwise defined herein, terms used herein shall have the meanings ascribed to them in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one):Joint Book Manager TABLE OF CONTENTS Page
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