AGREEMENT
This AGREEMENT is made as of June 5, 1997, by and between X.X.
Xxxxxxx ("Xxxxxxx") and Xxxxxxx Jersey, Inc., Xxxxxxx York, Inc., Xxxxxxx
Raystay, Inc. and MicroNet, Inc. (collectively, the "Companies").
WITNESSETH
WHEREAS, Xxxxxxx has provided his personal guaranties
(aggregating $67 million in original principal amount; the "Guaranties") to
certain movie studios for the benefit of Xxxxxxx Communications, Inc. ("LCI")
and its subsidiaries; and
WHEREAS, By providing such Guaranties, LCI, the Restricted
Subsidiaries (as defined in that certain Credit Agreement, dated as of June 27,
1996, between and among LCI and the several banks parties thereto), the
Companies and the other LCI subsidiaries have enjoyed material tangible and
intangible benefits (including, without limitation, availability of funds,
credit rating considerations and preservation of investments) which would
otherwise not have been available or would have been available at additional
direct and indirect monetary cost and loss or impairment of good will to LCI,
the Restricted Subsidiaries and the Companies, the effect of which costs, loss
and impairments cannot be calculated but are acknowledged to be substantial and
of great significance; and
WHEREAS, LCI and the Restricted Subsidiaries had previously
agreed to indemnify Xxxxxxx from and against any loss Xxxxxxx might suffer in
making good the Guaranties;
WHEREAS, Xxxxxxx has agreed to release LCI and the Restricted
Subsidiaries from their indemnity obligations if each of the Companies (to the
extent the providing of the indemnity does not violate any agreement to which
the Company is a party) jointly and severally agree to indemnify, defend and
hold harmless Xxxxxxx from and against any loss, cost and expense Xxxxxxx might
suffer in making good the Guaranties;
WHEREAS, Xxxxxxx and each of the Companies now wish to set
forth their entire understanding and agreement with respect to their indemnity
obligations.
NOW, THEREFORE, the parties hereto, in consideration of the
premises and the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, agree as follows:
1. Each Company shall (to the extent the fulfillment of its obligations
hereunder does not then violate any agreement to which such Company is
then a party), jointly and severally, act as surety for Xxxxxxx, and
shall indemnify, defend and hold harmless Xxxxxxx, from, against and in
respect of all liabilities, obligations, claims, damages, losses,
penalties, actions, judgments, suits, proceedings, demands,
assessments, costs, and expenses (including attorneys' fees and costs),
and disbursements of any kind or nature whatsoever which may be imposed
upon, incurred by or asserted against Xxxxxxx in any way resulting
from, associated with, relating to or arising from Xxxxxxx'x
obligations under the Guaranties.
2. Except as expressly set forth herein, the obligations of each of the
Companies are direct, absolute, irrevocable and unconditional and are
valid irrespective of any other agreement or circumstance which
otherwise might constitute a defense to the obligations hereunder or to
the obligations of others.
3. This Agreement may be executed in counterparts, each of which shall be
an original for all purposes, but all of which taken together shall
constitute only one Agreement. This Agreement sets forth the entire
agreement between the parties and shall not be modified or amended, in
whole or part, without the written consent of each of the parties. The
obligations of the Companies cannot be assigned or delegated in whole
or part without the prior written consent of Xxxxxxx.
4. This Agreement shall be governed by and construed in accordance with
the internal laws of the Commonwealth of Pennsylvania without giving
effect to any principles of conflicts of law. This Agreement shall be
interpreted and construed as a contract of suretyship.
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5. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first above written.
X.X. XXXXXXX
/s/ X.X. Xxxxxxx
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X.X. Xxxxxxx
XXXXXXX JERSEY, INC.
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
XXXXXXX YORK, INC.
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
XXXXXXX RAYSTAY, INC.
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
MICRONET, INC.
By:/s/ XxxxXxx Xxxxx
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XxxxXxx Xxxxx, Treasurer
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