1
SUBSIDIARY GUARANTY
GUARANTY, dated as of February 20, 1996 (as amended, modified or
supplemented from time to time, the "Guaranty"), made by each of the undersigned
(each a "Guarantor" and collectively, the "Guarantors"). Except as otherwise
defined herein, terms used herein and defined in the Credit Agreement (as
defined below) shall be used herein as therein defined.
W I T N E S S E T H
WHEREAS, Noble Broadcast Group, Inc. ("Parent"), Noble Broadcast
Holdings, Inc. (the "Borrower") and Broadcast Finance, Inc., an Ohio corporation
(the "Lender"), have entered into a Credit Agreement of even date (as amended,
modified or supplemented from time to time, the "Credit Agreement), providing
for the making of Loans to the Borrower as contemplated therein;
WHEREAS, each Guarantor is a wholly-owned direct or indirect Subsidiary
of the Borrower;
WHEREAS, it is a condition to the making of Loans under the Credit
Agreement that each Guarantor shall have executed and delivered this Guaranty;
and
WHEREAS, each Guarantor will obtain benefits from the incurrence of
Loans by the Borrower under the Credit Agreement and, accordingly, desires to
execute this Guaranty in order to satisfy the conditions described in the
preceding paragraph and to induce the Lender to make Loans to the Borrower;
NOW, THEREFORE. in consideration of the foregoing and other benefits
accruing to each Guarantor, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby makes the following representations and
warranties to the Lender and hereby covenants and agrees with the Lender as
follows:
1. Each Guarantor, jointly and severally, irrevocably and
unconditionally guarantees to the Lender the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of (x) the
principal of and interest on the Notes issued by, and the Loans made to, the
Borrower under the Credit Agreement and (y) all other obligations (including
obligations which, but for any automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities owing by the Borrower to the
Lender (including, without limitation, indemnities, Fees and interest thereon)
now existing or hereafter incurred under, arising out of or in connection with
the Credit Agreement or any other Credit Document and the due performance and
compliance with the terms, conditions and agreements contained in the Credit
Documents by the Borrower (all such principal, interest, liabilities and
obligations being herein collectively called the "Credit Agreement Obligations"
or the "Guaranteed Obligations"); provided, that the maximum amount
payable by each Guarantor hereunder shall at no time exceed the Maximum Amount
(as hereinafter defined) of such Guarantor. As used herein, "Maximum
2
Amount" of each Guarantor means an amount equal to 95% of the amount by which
(i) the present fair saleable value of such Guarantor's assets exceeds (ii) the
total liabilities of such Guarantor (including the maximum amount reasonably
expected to come due in respect of contingent liabilities, other than contingent
liabilities of such Guarantor hereunder) in each case determined on the Initial
Borrowing Date or on the day any demand is made under this Guaranty, whichever
date results in the higher Maximum Amount. Subject to the proviso in the second
preceding sentence, each Guarantor understands, agrees and confirms that the
Lender may enforce this Guaranty up to the full amount of the Guaranteed
Obligations against any security for the Guaranteed Obligations, or under any
other guaranty covering all or a portion of the Guaranteed Obligations. This
Guaranty shall constitute a guaranty of payment and not of collection. All
payments by each Guarantor under this Guaranty shall be made on the same basis
as payments by the Borrower under the Credit Agreement.
2. Additionally, each Guarantor, jointly and severally, unconditionally
and irrevocably, guarantees the payment of any and all Guaranteed Obligations of
the Borrower to the Lender whether or not due or payable by the Borrower upon
the occurrence of the bankruptcy or insolvency of the Borrower and
unconditionally and irrevocably, jointly and severally, promises to pay such
Guaranteed Obligations to the Lender, or order, on demand, in lawful money of
the United States; provided, however, that the maximum amount payable by each
Guarantor pursuant to this Guaranty shall at no time exceed the Maximum Amount
of such Guarantor.
3. The liability of each Guarantor hereunder is exclusive and
independent of any security for or other guaranty of the indebtedness of the
Borrower whether executed by such Guarantor, any other Guarantor, any other
guarantor or by any other party, and the liability of each Guarantor hereunder
shall not be affected or impaired by (i) any direction as to application of
payment by the Borrower or by any other party, (ii) any other continuing or
other guaranty, undertaking or maximum liability of a guarantor or of any other
party as to the indebtedness of the Borrower, (iii) any payment on or in
reduction of any such other guaranty or undertaking, (iv) any dissolution,
termination or increase, decrease or change in personnel by the Borrower or (v)
any payment made to the Lender on the indebtedness which the Lender repays the
Borrower pursuant to court order in any bankruptcy, reorganization, arrangement.
moratorium or other debtor relief proceeding, and each Guarantor waives any
right to the deferral or modification of its obligations hereunder by reason of
any such proceeding.
4. The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor, any other Guarantor of the Borrower or the
Borrower, and a separate action or actions may be brought and prosecuted against
each Guarantor whether or not action is brought against any other Guarantor, any
other guarantor of the Borrower or the Borrower and whether or not any other
Guarantor, any other guarantor of the Borrower or the Borrower be joined in any
such action or actions. Each Guarantor waives, to the fullest extent permitted
by law, the benefit of any statute of limitations
2
3
affecting its liability hereunder or the enforcement thereof. Any payment by the
Borrower or other circumstance which operates to toll any statute of limitations
as to the Borrower shall operate to toll the statute of limitations as to each
Guarantor.
5. Each Guarantor hereby waives notice of acceptance of this Guaranty
and notice of any liability to which it may apply, and waives promptness,
diligence, presentment, demand of payment, protest, notice of dishonor or
nonpayment of any such liabilities, suit or taking of other action by the Lender
against, and any other notice to, any party liable thereon (including such
Guarantor or any other Guarantor of the Borrower).
6. The Lender may at any time and from time to time without the consent
of, or notice to, any Guarantor, without incurring responsibility to such
Guarantor, without impairing or releasing the obligations of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:
(i) change the manner, place or terms of payments of, and/or change or
extend the time of payment of, renew or alter, any of the Guaranteed
Obligations, any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;
(ii) sell, exchange, release, surrender, realize upon or otherwise deal
with in any manner and in any order any property by whomsoever at any time
pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset
thereagainst;
(iii) exercise or refrain from exercising any rights against the
Borrower, any Guarantor, any other guarantor of the Borrower or others or
otherwise act or refrain from acting;
(iv) settle or compromise any of the Guaranteed Obligations, any
security therefor or any liability (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and may subordinate the
payment of all or any part thereof to the payment of any liability (whether due
or not) of the Borrower to creditors of the Borrower;
(v) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of the Borrower to the Lender regardless of what
liabilities of the Borrower remain unpaid;
(vi) consent to or waive any breach of, or any act, omission or default
under, any of the Credit Documents or any of the instruments or agreements
referred to therein, or
3
4
otherwise amend, modify or supplement any of the Credit Documents or any of such
other instruments or agreements; and/or
(vii) act or fail to act in any manner referred to in this Guaranty
which may deprive such Guarantor of its right to subrogation against the
Borrower to recover full indemnity for any payments made pursuant to this
Guaranty.
7. No invalidity, irregularity or unenforceability of all or any part
of the Guaranteed Obligations or of any security therefor shall affect, impair
or be a defense to this Guaranty, and this Guaranty shall be primary, absolute
and unconditional notwithstanding the occurrence of any event or the existence
of any other circumstances which might constitute a legal or equitable discharge
of a surety or guarantor except payment in full of the Guaranteed Obligations.
8. (a) This Guaranty is a continuing one and all liabilities to which
it applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. This Guaranty includes Guaranteed
Obligations arising under successive transactions continuing, compromising,
extending, increasing, modifying, releasing, or renewing the Guaranteed
Obligations, changing the interest rate, payment terms, or other terms and
conditions after prior Guaranteed Obligations have been satisfied in whole or in
part. To the maximum extent permitted by law, Guarantor hereby waives and agrees
not to assert any right it has under California Civil Code Section 2815 to
revoke this Guaranty as to future indebtedness and any and all rights arising
under California Civil Code Section 2814. If such revocation is effective and
notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (i)
no such revocation shall be effective until written notice thereof has been
received by Lender, (ii) no such revocation shall apply to any Guaranteed
Obligations in existence on such date (including, any subsequent continuation,
extension, or renewal thereof, or change in the interest rate, payment terms or
other terms and conditions thereof), (iii) no such revocation shall apply to any
Guaranteed Obligations made or created after such date to the extent made or
created pursuant to a legally binding commitment of Lender in existence on such
date of such revocation, (iv) no payment by Guarantor, Borrower, or from any
other source, prior to the date of such revocation shall reduce the maximum
obligation of Guarantor hereunder, and (v) any payment by Borrower or from any
source other than Guarantor, subsequent to the date of such revocation, shall
first be applied to that portion of the Guaranteed Obligations as to which the
revocation is effective and which are not, therefore, guaranteed hereunder, and
to the extent so applied shall not reduce the maximum obligation of Guarantor
hereunder.
(b) No failure or delay on the part of the Lender in exercising any
right, power or privilege hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein expressly specified
are cumulative and not exclusive of any rights or remedies which the Lender
would otherwise have. No notice to or demand on any Guarantor in any case
4
5
shall entitle such Guarantor to any other further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Lender to any
other or further action in any circumstances without notice or demand. It is not
necessary for the Lender to inquire into the capacity or powers of the Borrower
or any of its Subsidiaries or the officers, directors, partners or agents acting
or purporting to act on its behalf, and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be guaranteed
hereunder.
9. Any indebtedness of the Borrower now or hereafter held by any
Guarantor is hereby subordinated to the indebtedness of the Borrower to the
Lender; and such indebtedness of the Borrower to any Guarantor, if the Lender,
after an Event of Default has occurred, so requests, shall be collected,
enforced and received by such Guarantor as trustee for the Lender and be paid
over to the Lender on account of the indebtedness of the Borrower to the Lender,
but without affecting or impairing in any manner the liability of such Guarantor
under the other provisions of this Guaranty. Prior to the transfer by any
Guarantor of any note or negotiable instrument evidencing any indebtedness of
the Borrower to such Guarantor, such Guarantor shall xxxx such note or
negotiable instrument with a legend that the same is subject to this
subordination.
10. (a) Each Guarantor waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Lender to: (i) proceed
against the Borrower, any other Guarantor, any other guarantor of the Borrower
or any other party; (ii) proceed against or exhaust any security held from the
Borrower, any other Guarantor, any other guarantor of the Borrower or any other
party; or (iii) pursue any other remedy in the Lender's power whatsoever. Each
Guarantor waives any defense based on or arising out of any defense of the
Borrower, any other Guarantor, any other guarantor of the Borrower or any other
party other than payment in full of the Guaranteed Obligations, including,
without limitation, any defense based on or arising out of the disability of the
Borrower, any other Guarantor, any other guarantor of the Borrower or any other
party, or the unenforceability of the Guaranteed Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower
other than payment in full of the Guaranteed Obligations. The Lender may, at its
election, foreclose on any security held by the Lender or the other Lender by
one or more judicial or nonjudicial sales, whether or not every aspect of any
such sale is commercially reasonable (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Lender may have
against the Borrower or any other party, or any security, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Guaranteed Obligations have been paid in full. Each Guarantor waives
any defense arising out of any such election by the Lender, even though such
election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against the Borrower or
any other party or any security.
(b) Each Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest,
5
6
notices of dishonor, notices of acceptance of this Guaranty, and notices of the
existence, creation or incurring of new or additional indebtedness. Each
Guarantor assumes all responsibility for being and keeping itself informed of
the Borrower's financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks which such Guarantor assumes and incurs
hereunder, and agrees that the Lender shall have no duty to advise any Guarantor
of information known to them regarding such circumstances or risks.
(c) Each Guarantor hereby waives all rights of subrogation which it may
at any time otherwise have as a result of this Guaranty (whether contractual,
under Section 509 of the Bankruptcy Code, or otherwise) to the claims of the
Lender against the Borrower or any other guaranty of the Guaranteed Obligations
(the "Other Parties") and all contractual, statutory or common law rights of
reimbursement, contribution or indemnity from any Other Party which it may at
any time otherwise have as a result of this Guaranty. Each Guarantor hereby
further waives any right to enforce any other remedy which the Lender now have
or may hereafter have against any Other Party, and any benefit of, and any right
to participate in, any security or collateral given to or for the benefit of the
Lender to secure payment of the Guaranteed Obligations. Each Guarantor also
waives all claims (as such term is defined in the Bankruptcy Code) it may at any
time otherwise have against any Other Party arising from any transaction
whatsoever, including, without limitation, its right to assert or enforce any
such claims.
(d) EACH GUARANTOR UNDERSTANDS THAT IF ALL OR ANY PART OF THE
GUARANTEED OBLIGATIONS IS SECURED BY REAL PROPERTY LOCATED IN THE STATE OF
CALIFORNIA, SUCH GUARANTOR SHALL BE LIABLE FOR THE FULL AMOUNT OF ITS LIABILITY
HEREUNDER NOTWITHSTANDING FORECLOSURE ON SUCH REAL PROPERTY BY TRUSTEE SALE OR
ANY OTHER REASON IMPAIRING SUCH GUARANTOR'S OR THE LENDER'S RIGHT TO PROCEED
AGAINST ANY GUARANTOR OR ANY SUBSIDIARY OF SUCH GUARANTOR. EACH GUARANTOR HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS AND BENEFITS UNDER
SECTION 2809 OF THE CALIFORNIA CIVIL CODE (OR ANY SIMILAR LAW IN ANY OTHER
JURISDICTION) PURPORTING TO REDUCE A GUARANTOR'S OBLIGATION IN PROPORTION TO THE
PRINCIPAL OBLIGATION. EACH GUARANTOR HEREBY WAIVES ALL RIGHTS AND BENEFITS UNDER
SECTION 580A OF THE CALIFORNIA CODE OF CIVIL PROCEDURE (OR ANY SIMILAR LAW IN
ANY OTHER JURISDICTION) PURPORTING TO LIMIT THE AMOUNT OF ANY DEFICIENCY
JUDGMENT WHICH MIGHT BE RECOVERABLE FOLLOWING THE OCCURRENCE OF A TRUSTEE'S SALE
UNDER A DEED OF TRUST, ALL RIGHTS AND BENEFITS UNDER SECTION 580B OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE (OR ANY SIMILAR LAW IN ANY OTHER
JURISDICTION) STATING THAT NO DEFICIENCY MAY BE RECOVERED ON A REAL PROPERTY
PURCHASE MONEY OBLIGATION, ALL RIGHTS AND BENEFITS UNDER SECTION 580D OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE (OR ANY SIMILAR LAW IN ANY OTHER
JURISDICTION) STATING THAT NO DEFICIENCY MAY BE RECOVERED ON A NOTE SECURED BY A
DEED OF TRUST ON REAL PROPERTY
6
7
IN CASE SUCH REAL PROPERTY IS SOLD UNDER THE POWER OF SALE CONTAINED IN SUCH
DEED OF TRUST, AND ALL RIGHTS AND BENEFITS UNDER SECTION 726 OF THE CALIFORNIA
CODE OF CIVIL PROCEDURE (OR ANY SIMILAR LAW IN ANY OTHER JURISDICTION) IF SUCH
SECTIONS, OR ANY OF THEM, HAVE ANY APPLICATION HERETO OR ANY APPLICATION TO SUCH
GUARANTOR. IN ADDITION, EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER
PROVISION HEREOF, ALL RIGHTS, DEFENSES AND BENEFITS WHICH MIGHT OTHERWISE BE
AVAILABLE TO SUCH GUARANTOR UNDER CALIFORNIA CIVIL CODE SECTIONS 2799, 2808,
2809, 2810, 2814, 2815, 2819, 2820, 2821, 2822, 2825, 2838, 2839, 2845, 2846,
2847, 2848, 2849, 2850, 2855, 2899, AND 3433 (OR ANY SIMILAR LAW IN ANY OTHER
JURISDICTION).
(e) GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION
OF REMEDIES BY THE LENDER, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A
NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION,
HAS DESTROYED THE GUARANTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST
THE PRINCIPAL BY THE OPERATION OF SECTION 580D OF THE CODE OF CALIFORNIA CIVIL
PROCEDURE OR OTHERWISE.
11. In order to induce the Lender to make Loans pursuant to the Credit
Agreement, each Guarantor represents, warrants and covenants that:
(a) Such Guarantor (i) is a duly organized and validly existing
corporation and is in good standing under the laws of the jurisdiction of its
organization, and has the corporate power and authority to own its property and
assets and to transact the business in which it is engaged and presently
proposes to engage and (ii) is duly qualified and is authorized to do business
and is in good standing in all jurisdictions where it is required to be so
qualified except where the failure to be so qualified would have a Material
Adverse Effect.
(b) Such Guarantor has the corporate power and authority to execute,
deliver and carry out the terms and provisions of this Guaranty and has taken
all necessary corporate action to authorize the execution, delivery and
performance by it of this Guaranty. Such Guarantor has duly executed and
delivered this Guaranty, and this Guaranty constitutes the legal, valid and
binding obligation of such Guarantor enforceable in accordance with its terms.
12. Each Guarantor covenants and agrees that on and after the date
hereof and until the termination of the Total Commitment and when no Note
remains outstanding and all Guaranteed Obligations have been paid in full, such
Guarantor shall take, or will refrain from taking, as the case may be, all
actions that are necessary to be taken or not taken so that no violation of any
provision, covenant or agreement contained in the Credit
7
8
Agreement, and so that no Event of Default, is caused by the actions of such
Guarantor or any of its Subsidiaries.
13. Each Guarantor hereby jointly and severally agrees to pay all
reasonable out-of-pocket costs and expenses of the Lender in connection with the
enforcement of this Guaranty and the protection of the Lender's rights
hereunder, and in connection with any amendment, waiver or consent relating
hereto (including, without limitation, the reasonable fees and disbursements of
counsel employed by any of the Lenders).
14. This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Lender and its
successors and assigns.
15. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated in any manner whatsoever unless in writing duly
signed by the Lender.
16. Each Guarantor acknowledges that an executed (or conformed) copy of
the Credit Agreement has been made available to its principal executive officers
and such officers are familiar with the contents thereof.
17. In addition to any rights now or hereafter granted under applicable
law (including, without limitation, Section 151 of the New York Debtor and
Creditor Law) and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default (such term to mean
and include any "Event of Default" as defined in the Credit Agreement continuing
after any applicable grace period), the Lender is hereby authorized at any time
or from time to time, without notice to any Guarantor or to any other Person,
any such notice being expressly waived, to set off and to appropriate and apply
any and all deposits (general or special) and any other indebtedness at any time
held or owing by the Lender to or for the credit or the account of such
Guarantor, against and on account of the obligations and liabilities of such
Guarantor to the Lender under this Guaranty, irrespective of whether or not the
Lender shall have made any demand hereunder and although said obligations,
liabilities, deposits or claims, or any of them, shall be contingent or
unmatured. The Lender agrees to promptly notify the relevant Guarantor after any
such set off and application; provided, however, that the
failure to give such notice shall not affect the validity of such set off and
application.
18. All notices, requests, demands or other communications pursuant
hereto shall be deemed to have been duly given or made when delivered to the
Person to which such notice, request, demand or other communication is required
or permitted to be given or made under this Guaranty, addressed to such party at
(i) in the case of any Lender, as provided in the Credit Agreement and (ii) in
the case of any Guarantor, at its address set forth opposite its signature
below; or in any case at such other address as any of the Persons listed above
may hereafter notify the others in writing.
8
9
19. If claim is ever made upon the Lender for repayment or recovery of
any amount or amounts received in payment or on account of any of the Guaranteed
Obligations and any of the aforesaid payees repays all or part of said amount by
reason of (i) any judgment, decree or order of any court or administrative body
having jurisdiction over such payee or any of its property or (ii) any
settlement or compromise of any such claim effected by such payee with any such
claimant (including the Borrower), then and in such event each Guarantor agrees
that any such judgment, decree, order, settlement or compromise shall be binding
upon such Guarantor, notwithstanding any revocation hereof or the cancellation
of any Note other instruments evidencing any liability of the Borrower, and such
Guarantor shall be and remain liable to the aforesaid payees hereunder for the
amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.
20. (A) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE LENDER AND
OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK.
(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY
OTHER CREDIT DOCUMENT TO WHICH ANY GUARANTOR IS A PARTY MAY BE BROUGHT IN THE
COURTS OF THE STATE OF OHIO OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF OHIO, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH
GUARANTOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH
GUARANTOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM TO ANY SUCH COURTS LACK OF
JURISDICTION OVER SUCH GUARANTOR, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT
TO WHICH IT IS A PARTY BROUGHT IN ANY OF THE AFORESAID COURTS, THAT ANY SUCH
COURT LACKS JURISDICTION OVER SUCH GUARANTOR. EACH GUARANTOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
EACH GUARANTOR AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH GUARANTOR HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING
COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT TO WHICH SUCH GUARANTOR
IS A PARTY THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER JURISDICTION.
9
10
(C) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (B) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
21. In the event that all of the capital stock of one or more
Guarantors is
sold or otherwise disposed of or liquidated in compliance with the requirements
of the Credit Agreement (or such sale or other disposition has been approved in
writing by the Lender) and the proceeds of such sale, disposition or liquidation
are applied in accordance with the provisions of the Credit Agreement, to the
extent applicable, such Guarantor shall be released from this Guaranty and this
Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect (it being understood and agreed that the sale of one or
more Persons that own, directly or indirectly, all of the capital stock of any
Guarantor shall be deemed to be a sale of such Guarantor for the purposes of
this Section 21).
22. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY
JURY IN AN ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
GUARANTY, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
23. All payments made by any Guarantor hereunder will be made without
setoff, counterclaim or other defense.
24. This Guaranty may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Borrower and the Lender.
* * *
10
11
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.
Address:
0000 Xxxxxxx Xxxxxxx NOBLE BROADCAST CENTER, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
0000 Xxxxxxx Xxxxxxx NOBLE BROADCAST OF COLORADO, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
0000 Xxxxxxx Xxxxxxx NOBLE BROADCAST OF ST. LOUIS, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
0000 Xxxxxxx Xxxxxxx NOBLE BROADCAST OF TOLEDO, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
0000 Xxxxxxx Xxxxxxx XXXX MARKETING GROUP, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
11
12
4891 Pacific Highway NOBLE BROADCAST LICENSES, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
0000 Xxxxxxx Xxxxxxx NOBLE BROADCAST OF SAN DIEGO, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
0000 Xxxxxxx Xxxxxxx SPORTS RADIO, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
0000 Xxxxxxx Xxxxxxx SPORTS RADIO BROADCASTING, INC.
Xxx Xxxxx, Xxxxxxxxxx 00000 as Guarantor
Attention: Xxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000 By: ________________________________
Title:
Accepted and Agreed to:
BROADCAST FINANCE, INC.
as Lender
By: _________________________
Title:
12
