Exhibit 10.06
AGREEMENT OF GUARANTY AND SURETYSHIP
In order to induce Fairbanks Communications, Inc., an Indiana
corporation ("Lender"), to extend credit to Leadership Acquisition Limited
Partnership, a Delaware limited partnership ("Borrower"), in connection with
Borrower's purchase of certain assets from Lender, undersigned guarantees and
becomes surety for the full and timely payment, whether by declaration,
acceleration or otherwise, by Borrower of the principal of and interest on that
certain promissory note of even date herewith of Borrower in favor of Lender
("Indebtedness of Borrower" or "Indebtedness"). Undersigned agrees to make such
full payment when Indebtedness of Borrower or any portion thereof is due to be
paid to Lender, irrespective of whether or not any one or more of the following
events have occurred: (i) Lender has made any demand on Borrower; (ii) Lender
has taken any action of any nature against Borrower; (iii) Lender has pursued
any rights which Lender has against any other person who may be liable for the
Indebtedness of Borrower; (iv) Lender holds or has resorted to any security for
Indebtedness of Borrower; or (v) Lender has invoked any other remedies or rights
Lender has available with respect to Indebtedness of Borrower.
1. Undersigned waives and agrees not to enforce any of the rights
of undersigned against Borrower unless and until Borrower is no longer liable in
any respect to Lender, including but not limited to: (i) any right of
undersigned to be subrogated in whole or in part to any right or claim with
respect to any Indebtedness of Borrower or any portion thereof to Lender which
might otherwise arise from partial payment by undersigned to Lender on account
of Indebtedness of Borrower or any portion thereof; and (ii) any right of
undersigned to require the marshalling of assets of Borrower which might
otherwise arise from partial payment by undersigned to Lender on account of
Indebtedness of Borrower or any portion thereof.
2. Undersigned waives any and all notice with respect to: (I)
acceptance by Lender of this agreement; and (ii) the provisions of any note,
instrument or agreement relating to Indebtedness of Borrower; and (iii) any
default in connection with Indebtedness of Borrower.
3. Undersigned waives any presentment, demand, notice of
dishonor or nonpayment, protest, and notice of protest in connection with any
Indebtedness of Borrower.
4. Undersigned agrees that Lender may from time to time and as
many times as Lender, in its sole discretion, deems appropriate do any of the
following without notice to undersigned and without adversely affecting the
validity or enforceability of this agreement (i) release, surrender, exchange,
compromise or settle Indebtedness of Borrower; (ii) change, renew or waive the
terms of Indebtedness of Borrower; (iii) change, renew or waive the terms of any
note, instrument or agreement relating to Indebtedness of Borrower, such rights
in Lender to include without limitation the right to change the rate of interest
charged to Borrower; (iv) grant any extension or indulgence with respect to the
payment to Lender of Indebtedness of Borrower; (v) enter into any agreement of
forbearance with respect to Indebtedness of Borrower; (vi) release, surrender,
exchange or compromise any security held by Lender for the Indebtedness of
Borrower; and (vii) release any person who is a guarantor or surety or who has
agreed to purchase Indebtedness of Borrower.
5. Undersigned further agrees that, if at any time all or any
part of any payment theretofore applied by Lender to any of the Indebtedness is
or must be rescinded or returned by Lender for any reason whatsoever, including
without limitation the insolvency, bankruptcy or reorganization of Borrower,
such Indebtedness shall, for the purposes of this agreement, to the extent that
such payment is or must be rescinded or returned, be deemed to have continued in
existence, notwithstanding such application by Lender, and this agreement shall
continue to be effective or be reinstated, as the case may be, as to such
Indebtedness, all as though such application by Lender had not been made.
6. Undersigned agrees that no failure on the part of Lender to
exercise any of its rights under this agreement shall be a waiver of such rights
or a waiver of any default by undersigned. Undersigned further agrees that no
waiver or modification of any rights of Lender under this agreement shall be
effective unless in writing and signed by an authorized officer of Lender.
Undersigned further agrees that each written waiver shall extend only to the
specific instance actually recited in such written waiver and shall not impair
the rights of Lender in any other respect.
7. Undersigned agrees that this agreement shall be binding upon
undersigned, its successors or assigns. Undersigned further agrees that this
agreement shall inure to the benefit of Lender, its successors and assigns.
8. Undersigned agrees that this agreement and the rights and
obligations of the parties hereto shall be for all purposes governed by and
construed and enforced in accordance with the substantive law of the State of
Florida.
IN WITNESS WHEREOF, undersigned, intending to be legally bound,
has executed this agreement on the 4th day of January, 1996, with the intention
that this agreement shall constitute a sealed instrument.
OLYMPUS COMMUNICATIONS, L.P.
ATTEST: By: ACP HOLDINGS, INC.,
its Managing General Partner
By:
Title:
