2011_0516_packet - Laserfiche WebLink

Home

Indenture",, and together with the Trust Indenture, the "Indentur e" �, First Supplemental Doan and Financing Agreement, dated as of the date hereof, by and among the Borrower,, MccNellis, Swenson, the Issuer, and the Trustee, with the consent of the Sole Holder and the Servicing Agent (the "First Supplemental. Financing Agreement", and together with the Loan and Financing Agreement, the "Financing Agreement")* and (3), Pledge and Security Agreement, dated as of the date hereof, by the Borrower in favor of the Trustee and the Servicing Agent (the "Pledge Agreement")* and WHEREAS, the Key Principals have certain obligations and liabilities under the Financing Agreement and other Documents as set forth more particularly therein "Key Principal Obligations")* and WHEREAS, the Guarantors guaranteed certain obligations and liabilities of the Borrower under the Financing Agreement and the other Documents pursuant to the terms of that certain Guaranty Agreement dated as of July 1, 2007 from the Guarantors in favor of the Issuer, Trustee and the Servicing Agent (the "Guaranty"),* and WHEREAS, Embassy & Co., as nominee for U.S. Bank Trust National Association is the sole registered owner of the Bonds "Sole Holder" ) and WHEREAS, as an additional condition to extending the Outside Conversion Date in accordance with the terms of the Indenture and the Financing Agreement, the Sole Holder, the Issuer, the Trustee, and the Servicing Agent require the Guarantors to reaffirm. the Guarantors' obligations under the Guaranty and to reaffirm. the Key Principal Obligations under the Financing Documents. OW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, ed, the Guarantors and Key Principals hereby agree as follows.- I. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. 2. Consent to Amended Documents. The undersigned in their capacity as Guarantors and Key Principals hereby acknowledge that each has received and reviewed a copy of the First Supplemental Indenture, the First Supplemental Financing Agreement, and the Pledge Agreement and each consents and agrees to all of the terms and conditions contained therein and to the transactions contemplated thereby. 3. Continuation of Obl at ons under the Gua The undersigned as Guarantors hereby confirm and agree that the Guaranty, as reaffirmed by this Reaffirmation, is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects in light of the execution of the First Supplemental Indenture, the First Supplemental Financing Agreement, and the Pledge Agreement and the transactions contemplated thereby. The Guarantors reaffirm and restate their obligations under the Guaranty pursuant to and in accordance with the terms of the Guaranty, as and to the extent modified by the First Supplemental Indenture, the First Supplemental Financing Agreement, and the Pledge Agreement. 420098 2 0111367 -0263