GUARANTY
GUARANTY dated as of December 10, 1999 made by LIN TELEVISION
CORPORATION, a Delaware corporation having an address at 0 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 ("Guarantor"), in favor of BENEDEK
BROADCASTING CORPORATION, a Delaware corporation with an address at 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 ("BBC") and BENEDEK LICENSE CORPORATION, a
Delaware corporation with an address at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx
00000 ("BLC" and collectively with BBC, the "Beneficiaries").
W I T N E S S E T H:
WHEREAS, the Beneficiaries and WGRC, Inc., a Delaware corporation
("WGRC"), are parties to an Asset Exchange Agreement (the "Exchange Agreement")
of even date herewith pursuant to which WGRC is acquiring substantially all of
the assets of television station WWLP-TV located in Springfield, Massachusetts;
WHEREAS, Guarantor has entered into an option agreement with Xxxx X.
Xxxxxxx, pursuant to which Guarantor has the right to purchase all of the shares
of capital stock of WWLP Holdings, Inc., a Delaware corporation which indirectly
holds all of the shares of capital stock of WGRC;
WHEREAS, in order to induce the Beneficiaries to enter into the
Exchange Agreement, the Beneficiaries have required and Guarantor has agreed to
guaranty WGRC's obligations under the Exchange Agreement.
NOW, THEREFORE, for value received, the receipt and sufficiency of
which are hereby acknowledged, the Guarantor does hereby agree as follows:
1. The Guarantor hereby absolutely, unconditionally, and irrevocably
guarantees the full and prompt payment when due of all obligations and
liabilities of every kind and nature of WGRC to the Beneficiaries arising under
the Exchange Agreement.
2. The guaranty hereunder shall be a continuing, absolute, irrevocable
and unconditional guaranty of payment and performance as aforesaid and shall
remain in full force and effect until the obligations and liabilities of WGRC to
the Beneficiaries under the Exchange Agreement shall have been fully and
satisfactorily discharged in accordance with its terms and provisions. This
Guaranty shall remain in full force and effect without respect to future changes
in conditions, including changes in law, until the obligations of WGRC under the
Exchange Agreement have been indefeasibly discharged in full and until such
obligations are not subject to rescission or repayment upon any bankruptcy,
insolvency, arrangement, reorganization, moratorium, receivership or similar
proceeding affecting WGRC.
3. The guaranty and the liability of Guarantor hereunder shall remain
in full force and effect and shall in no way be affected or impaired by (and no
notice to Guarantor shall be required in respect of) any compromise, waiver,
settlement, release, renewal, extension, indulgence, change in, or modification
of any of the obligations and liabilities of WGRC or any sale or transfer by
WGRC of all or any part of its assets, or any voluntary or involuntary
liquidation, dissolution, merger or consolidation, of all or substantially all
the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy,
assignment for the benefit of creditors, reorganization, moratorium,
arrangement, composition with creditors or readjustment of, or other similar
proceedings affecting WGRC, or by any failure, neglect, or omission on the part
of the Beneficiaries or any other person to give Guarantor notice of any default
by WGRC under its obligations and liabilities or to realize upon any obligations
or liabilities of WGRC, nor shall the obligation and liability of Guarantor
hereunder be impaired, diminished, abated, or otherwise affected by any
circumstances whatsoever (with or without notice to or knowledge of Guarantor)
which may or might in any manner or to any extent vary the risk of Guarantor or
otherwise constitute the legal or equitable discharge of a surety or guarantor;
it being the intent and purpose hereof that Guarantor shall not be entitled to,
and does hereby waive, any and all defenses available to guarantors, sureties
and other secondary parties at law or in equity, except for the defense of
payment and satisfaction. In order to hold Guarantor liable hereunder, there
shall be no obligation on the part of the Beneficiaries or any other person at
any time to demand or resort for payment or performance to WGRC or to any other
person or corporation, their properties or assets or to any security, property
or other rights or remedies whatsoever, and each of the Beneficiaries and each
other person entitled to receive payments or the benefit of performance
guaranteed hereunder shall have the right to enforce this guaranty irrespective
of whether or not proceedings or steps are pending seeking resort to or
realization upon or from any of the foregoing. Without limiting the foregoing,
it is understood that repeated and successive demands may be made and recoveries
may be had hereunder as and when, from time to time, WGRC shall default under
its obligations to the Beneficiaries and that notwithstanding recovery hereunder
for or in respect of any given default or defaults by WGRC under its liabilities
and obligations to the Beneficiaries, this Guaranty shall remain in full force
and effect and shall apply to each and every subsequent default.
4. No act or omission of any kind or at any time on the part of either
Beneficiary or any other person in respect of any matter whatsoever shall in any
way affect or impair this Guaranty.
5. This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment or performance under the Exchange
Agreement is rescinded, avoided or for any other reason must be returned by
either Beneficiary and the returned payment shall remain payable as part of
Guarantor's obligations hereunder, all as though such payment had not been made.
6. Notwithstanding any payment or payments made or obligations
performed by the Guarantor by reason of this Guaranty, unless or until the
obligations of WGRC under the Exchange Agreement have been indefeasibly
discharged in full, Guarantor shall not be entitled to be subrogated to any
rights of the Beneficiaries against WGRC relating to payments under the Exchange
Agreement, and until the obligations of WGRC under the Exchange Agreement have
been indefeasibly discharged in full, Guarantor waives any claim or other right
which Guarantor may now have or hereafter acquire against WGRC that arises from
the existence or performance of the Guarantor's obligations under this Guaranty,
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, which Guarantor now has or hereafter
acquires whether or not such claim, remedy, or right arises in equity, or under
contract, statute or common law.
7. This Guaranty shall be binding upon Guarantor and its respective
successors and assigns, and shall inure to the benefit of and be enforceable by
the Beneficiaries and its successors and assigns.
8. In the event any provision of this Guaranty shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
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9. This Guaranty shall be governed, interpreted and construed in
accordance with the laws of the State of New York applicable to contracts to be
performed entirely within that State. Should any clause, section or part of this
Guaranty be held or declared to be void or illegal for any reason, all other
clauses, sections or parts of this Guaranty which can be effected without such
illegal clause, section or part shall nevertheless continue in full force and
effect.
10. Guarantor hereby consents to the exclusive jurisdiction and venue
of the Courts of the State of New York, located in the County of New York and
the United States District Court for the Southern District of New York with
respect to any matter relating to this Guaranty and performance of its
obligations hereunder, and Guarantor hereby consents to the personal
jurisdiction of such courts and shall subject itself to such personal
jurisdiction. Any action, suit or proceeding relating to such matters shall be
commenced, pursued, defended and resolved only in such courts and any
appropriate appellate court having jurisdiction to hear an appeal from any
judgment entered in such courts. Service of process in any action, suit or
proceeding relating to such matters may be made and served within or outside the
State of New York, County of New York or the Southern District of New York by
registered or certified mail to Guarantor at its address set forth above,
provided that a reasonable time, not less than 30 days, is allowed for response.
Service of process may also be made in such other manner as may be permissible
under the applicable court rules.
11. No failure or delay in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
12. Subject to applicable law, this Guaranty may be amended, modified
or supplemented only by a written agreement signed by both Guarantor and the
Beneficiaries.
13. Guarantor specifically acknowledges that the Beneficiaries have and
will specifically rely on this Guaranty in entering into the Exchange Agreement
and consummating the transactions contemplated thereby. The Beneficiaries shall
give Guarantor written notice of any assignment of its rights hereunder but the
failure to give such notice shall not in any way operate to release Guarantor of
its obligations hereunder or be any grounds for a defense to the enforcement of
this Guaranty. Each of the obligations guaranteed under the Exchange Agreement
(now or hereafter in effect) shall be deemed conclusively to have been created,
contracted or incurred in reliance upon this Guaranty.
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IN WITNESS WHEREOF, Guarantor has executed this instrument as of the
day and year first above written.
LIN TELEVISION CORPORATION
By: /s/ Xxxxxx X. Parent
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Xxxxxx X. Parent
VP--Deputy General Counsel
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