GUARANTY
To:
For valuable consideration and in consideration of any loans, advances
or financial accommodations heretofore or hereafter granted by
___________________(hereinafter referred to as "LENDER"), to or for the account
of MEDIA DROP-IN PRODUCTIONS, INC. (hereinafter referred to as "BORROWER") and
to induce the Lender to enter into the Loan Agreement by and among Lender,
____________, Borrower and the undersigned, of even date herewith (as amended
and in effect from time to time the "LOAN AGREEMENT"), together with all of the
other Loan Documents (as defined in the Loan Agreement), the undersigned
(hereinafter referred to as "GUARANTOR") guaranties the payment and performance
from or by Borrower of any and all Obligations from Borrower to Lender.
"OBLIGATIONS" shall mean any and all loans and advances made by Lender prior to,
on or after the date hereof to or for the account of Borrower, and any and all
interest, commissions, obligations, liabilities, indebtedness, charges and
expenses now or hereafter chargeable against Borrower by Lender or owing by
Borrower to Lender, whether any of the foregoing are direct or indirect, joint
or several, absolute or contingent, due or to become due, now existing or
hereafter arising, no matter how or when arising and whether under any present
or future agreement or instrument between Borrower and Lender or otherwise, and
the performance and fulfillment by Borrower of all of the terms, conditions,
promises, covenants and provisions contained in the Loan Documents or in any
present or future agreement or instrument between Borrower and Lender, and
including all costs of collection and expenses, including reasonable attorneys'
fees incurred by Lender to collect the Obligations from any party liable for the
payment thereof, whether as maker, endorser, guarantor, surety or otherwise, or
in protecting, enforcing or realizing upon Lender's rights in connection with
any collateral securing the Obligations or any guaranty thereof.
Guarantor also agrees: to indemnify Lender and hold him harmless
against all losses in any way arising out of, or following, or consequential to
transactions with the Borrower, whether under the Loan Agreement or the other
Loan Documents or otherwise; that this Guaranty shall not be impaired by any
modification, supplement, extension or amendment of any contract or agreement to
which the parties thereto may hereafter agree, nor by any modification, release
or other alteration of any of the Obligations hereby guarantied or of any
security therefor, nor by any agreements or arrangements whatsoever with the
Borrower or anyone else; that the liability of Guarantor hereunder is direct and
unconditional and may be enforced without requiring Lender first to resort to
any other right, remedy or security; that Guarantor shall not have any right of
subrogation, reimbursement or indemnity whatsoever, nor any right of recourse to
security for the debts and Obligations of the Borrower to Lender, unless and
until all of said debts and Obligations have been paid in full; that if the
Borrower should at any time become insolvent or make a general assignment, or if
any petition in bankruptcy or any insolvency or reorganization proceedings shall
be filed or commenced by, against or in respect of the Borrower or Guarantor,
any and all Obligations of Guarantor shall, at Lender's option, forthwith become
due and payable without notice; that Lender's books and records showing the
account between Lender and Borrower shall be admissible in any action or
proceeding, shall be binding upon Guarantor for the purpose of establishing the
items therein set forth and shall constitute prima facie proof thereof; that
nothing shall discharge or satisfy the liability of Guarantor hereunder except
the full payment and performance of all of the Obligations to Lender with
interest; that any and all present and future debts and liabilities of the
Borrower to Guarantor are hereby postponed in favor of and subordinated to the
full payment and performance of all present and future debts and Obligations of
the Borrower to Lender (provided, however, that until the occurrence of an Event
of Default, as defined in the Loan Agreement, payments on account of such debts
and liabilities may be made by Borrower in the ordinary course); and that all
sums at any time in Lender's possession shall be deemed held by Lender as
security for any and all Obligations to Lender, no matter how or when arising,
whether absolute or contingent, whether due or to become due and whether under
this Guaranty or otherwise. Guarantor hereby gives Lender a lien and right of
setoff upon an Event of Default (as defined in the Loan Agreement) for all of
the Obligations upon and against the deposits, credits and property of Guarantor
now or hereafter in lender's possession or control or in transit to Lender.
Lender may at any time apply the same or any part thereof to any of the
Obligations, though unmatured, without notice and without first resorting to any
other collateral.
Guarantor waives: notice of acceptance hereof; presentment and protest
of any instrument, and notice thereof; notice of default; and all other notices
to which Guarantor might otherwise be entitled.
This Guaranty shall be valid and binding upon Guarantor, regardless of
any invalidity, irregularity, defect or unenforceability of or in any of the
Obligations. Guarantor further agrees that this Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time payment of all or
any part of the Obligations is rescinded or otherwise must be restored by Lender
to the Borrower or to the creditors of the Borrower or any representative of the
Borrower or representative of its creditors upon the insolvency, bankruptcy or
reorganization of the Borrower, or to Guarantor or the creditors of Guarantor or
any representative of Guarantor or representative of the creditors of Guarantor
upon the insolvency, bankruptcy or reorganization of Guarantor, or otherwise,
all as though such payments had not been made.
Guarantor acknowledges that the transactions under which this Guaranty
is a part are commercial transactions, and Guarantor hereby waives such rights
as Guarantor may have to notice and/or hearing under any applicable federal or
state laws pertaining to the exercise by Lender of such rights as Lender may
have, including but not limited to the right to deprive Guarantor of or affect
the use of or possession or enjoyment of Guarantor's property prior to the
rendition of a final judgment against Guarantor.
Guarantor hereby waives the right to trial by jury in any action or
proceeding of any kind or nature in any court in which an action may be
commended arising out of this Guaranty or any assignment thereof.
For the purpose of this Guaranty, "BORROWER" shall mean and include any
successor of Borrower including Borrower as Debtor or any representative of
Borrower under the provisions of any state or federal law governing bankruptcy,
insolvency, receivership or reorganization.
This Guaranty, all acts and transactions hereunder, and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
according to the laws of the State of Connecticut, shall be binding upon the
successors and assigns of Guarantor and shall inure to the benefit of Lender's
heirs, executors, administrators, successors and assigns.
Dated: September 8, 2000
MDI ENTERTAINMENT, INC.
By:
Its Chief Financial Officer
Duly Authorized
