EXHIBIT 10.3
GUARANTY OF LEASE
FOR VALUE RECEIVED, and in consideration for and as an inducement to the 425
Medford Nominee Trust (the "Landlord"), to enter into a lease (the "Lease") of
even date herewith with Saleslink Corporation (the "Tenant"), for premises at
000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, the undersigned, CMG Information
Services, Inc. (the "Guarantor") hereby unconditionally, absolutely and
irrevocably:
1. Guarantees to Landlord the payment and performance of all Tenant obligations
under the Lease, including specifically, but without limitation, (i) Base Rent,
Additional Rent and all other charges required to be paid by Tenant thereunder,
and (ii) the payment of all costs, expenses and damages (including reasonable
attorney's fees and expenses) which may arise as a result of any Tenant default
under the Lease, or this Guaranty; and waives all notices or demands required or
permitted under the Lease including specifically, but without limitation, notice
of (i) any default under the Lease, (ii) any modification, extension or
indulgence granted thereunder. Capitalized terms used herein and not otherwise
defined herein, shall have the meaning as defined in the Lease.
2. Covenants and agrees:
A. That this Guaranty shall remain in full force and effect throughout the term
of the Lease, as it may be extended or renewed and to any holdover term
following any extension or renewal, and shall not be terminated, modified,
affected or impaired by reason of (i) any extension, renewal, modification,
adjustment or amendment of the Lease, (ii) any action which Landlord may take or
fail to take against Tenant or against any other guarantor, if there be more
than one, (iii) any waiver, indulgence or extension of time which Landlord may
grant respecting the Lease or this Guaranty, (iv) any failure to enforce any of
the terms, covenants or conditions of the Lease or this Guaranty, (v) any
assignment by Tenant, voluntary or otherwise, of its interest under this Lease,
or subletting, licensing or other arrangement concerning all or part of the
premises leased thereunder, whether or not Landlord has consented to same.
B. That with regard to any rights which may accrue to Landlord under or in
connection with the Lease or this Guaranty, Landlord may, at its option, proceed
against Guarantor, or any one or more guarantors if there be more than one,
without having commenced any action, or having obtained any judgment against
Tenant or against the Guarantor or against any other guarantor if there be more
than one; that Guarantor and any other guarantor shall be conclusively bound, in
any jurisdiction, by the judgment
rendered in any action by Landlord against Tenant or against Guarantor or
against any other guarantor if there be more than one, in connection with the
Lease, wherever instituted, as if Guarantor and each other guarantor were a part
to such action, even if not actually joined as a party; and Guarantor's and each
other guarantor's liability with regard to the Lease shall be as a primary
party, with the same force and effect as if Guarantor and each other guarantor
had originally signed the Lease as a tenant.
C. The liability of the Guarantor hereunder shall in no way be effected by (a)
the release or discharge of the Tenant in any creditors', receivership,
bankruptcy or other proceedings, (b) the impairment, limitation or modification
of the liability of the Tenant or the estate of the Tenant in bankruptcy, or of
any remedy for the enforcement of the Tenant's said liability under the Lease,
resulting from the operation of any present or future provision of the Federal
Bankruptcy Act or other statute or from the decision in any court; (c) the
rejection or disaffirmance of the Lease in any such proceedings; or (d) the
assignment or transfer of the Lease by the Tenant. Without limiting the
generality of the foregoing, the Guarantor hereby waives all suretyship defenses
or defenses in the nature thereof.
D. That this instrument shall be governed by, and construed in accordance with,
the laws of Massachusetts; that this instrument shall be binding upon Guarantor
and each other guarantor and their respective heirs, successors, assigns, legal
representatives and grantee; that this instrument shall inure to the benefit of
Landlord and Landlord's heirs, successors, assigns, legal representatives and
grantees; that if any provisions hereof shall prove to be invalid, void or
unlawful, the remaining provisions hereof shall in no way be effected, impaired
or invalidated and shall remain in full force and effect; that where the context
requires or admits, words or one gender shall include another gender, and the
singular shall include the plural and vice versa; and that if there be more than
one guarantor hereunder, the guarantor shall be jointly and severally liable
hereunder.
Notwithstanding anything herein to the contrary, this Guaranty shall terminate
following the end of the tenth Lease Year of the Term (the "Guaranty Termination
Date") provided that (i) there shall not then be an Event of Default under the
Lease, and (ii) the Guarantor or Tenant shall provide a letter of credit to the
Landlord in the amount of $750,000.00 in form and substance (including the
issuing bank) reasonably satisfactory to Landlord (the "LC"), which letter of
credit shall serve as additional security for the performance of Tenant's
obligations under the Lease (in addition to the Security Deposit initially
required under the Lease). In the event each of the
foregoing conditions are not satisfied within thirty (30) days of the Guaranty
Termination Date, this Guaranty shall remain in full force and effect. If, as
and when this Guaranty is terminated and the LC is provided to Landlord,
provided that there is no Event of Default by Tenant under the Lease, the amount
of the LC shall be reduced by One Hundred Fifty Thousand Dollars ($150,000.00)
at the end of each anniversary thereof for the first five (5) years following
the Guaranty Termination Date. If the LC is terminated at any one (1) year
anniversary thereof, Landlord shall have the right to draw on the LC if a
substitute letter of credit meeting the requirements of this Paragraph is not
provided not later than fifteen (15) days prior to the expiration of the then
effective LC.
In the event of a Permitted Transfer, Guarantor shall have the right to
terminate this Guaranty at any time upon thirty (30) days prior written notice
of such termination to Landlord accompanied by a letter of credit in favor of
the Landlord in an amount equal to the full amount of the Base Rent from the
effective date of termination of this Guaranty until the expiration of the
initial Term of the Lease, in form and substance (including the issuing bank)
reasonably satisfactory to Landlord, which letter of credit shall serve as
additional security for the performance of Tenant's obligations under the Lease
(in addition to the Security Deposit initially required under the Lease).
WITNESS the execution hereof as a sealed instrument this __ day of November,
1997.
Guarantor:
CMG Information Services, Inc.
By:/s/ Xxxxxx Xxxxxxxx
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,its___________, duly authorized
Attest:________________________
(Corporate Seal)
Address:
