Exhibit 10.3
GUARANTY
GUARANTY dated as of November 7, 2002 by each of the entities signatory
hereto or that becomes a party hereto pursuant to Section 15 (collectively, the
"Guarantors") in favor of each Lender and the Collateral Agent for the benefit
of the Collateral Agent and the Lenders (as each such term is defined in the
Credit Agreement referred to below) (each, a "Guarantied Party" and,
collectively the "Guarantied Parties"). All capitalized terms used herein and
not otherwise defined shall have the same meaning ascribed to them in the Credit
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement dated as of November 7, 2002
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") among Interep National Radio Sales, Inc.
("Interep" or the "Borrower"), the Guarantors, the lenders party thereto and
Guggenheim Investment Management, LLC, as Collateral Agent for such lenders, the
Lenders have severally agreed to make extensions of credit to the Borrower in
the aggregate principal amount of $10,000,000, upon the terms and subject to the
conditions set forth therein;
WHEREAS, the Guarantors are subsidiaries of the Borrower and will
receive substantial direct and indirect benefits from the making of the Loans
under the Credit Agreement; and
WHEREAS, pursuant to the Security Agreement, as security for the
Obligations under the Credit Agreement, the Guarantors pledged all of their
interests in the Collateral in favor of the Collateral Agent for the benefit of
the Lenders; and
WHEREAS, as a condition precedent to the obligation of the Lenders to
make their respective extensions of credit to the Borrower under the Credit
Agreement, the Lenders have requested that the Guarantors execute and deliver
this Guaranty for the benefit of the Guarantied Parties;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Guaranty.
(a) To induce the Lenders to make the Loans, each Guarantor hereby
absolutely, unconditionally and irrevocably guarantees, as primary obligor and
not merely as surety, the full and punctual payment when due, whether at stated
maturity or earlier, by reason of acceleration, mandatory prepayment or
otherwise in accordance with the Credit Agreement or any other Loan Document, of
all the Obligations ("Guaranteed Obligations"), whether or not from time to time
reduced or extinguished or hereafter
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increased or incurred, whether or not recovery may be or hereafter may become
barred by any statute of limitations, and whether enforceable or unenforceable
as against the Borrower, now or hereafter existing, or due or to become due,
including principal, interest (including interest at the contract rate
applicable upon default accrued or accruing after the commencement of any
proceeding under the Bankruptcy Code, whether or not such interest is an allowed
claim in such proceeding), fees and costs of collection. This Guaranty
constitutes a guaranty of payment and not of collection.
(b) Each Guarantor further agrees that, if any payment made by the
Borrower or any other person and applied to the Guaranteed Obligations is at any
time annulled, avoided, set aside, rescinded, invalidated, declared to be
fraudulent or preferential or otherwise required to be refunded or repaid, or
the proceeds of Collateral are required to be returned by any Guarantied Party
to the Borrower, its estate, trustee, receiver or any other party, including any
Guarantor, under any bankruptcy law, state or federal law, common law or
equitable cause, then, to the extent of such payment or repayment, any such
Guarantor's liability hereunder (and any Collateral securing such liability)
shall be and remain in full force and effect, as fully as if such payment had
never been made or, if prior thereto this Guaranty shall have been cancelled or
surrendered (and if any Collateral securing such Guarantor's liability hereunder
shall have been released or terminated by virtue of such cancellation or
surrender), this Guaranty (and such Collateral) shall be reinstated in full
force and effect, and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of any such
Guarantor in respect of the amount of such payment (or any Collateral securing
such obligation).
Section 2. Limitation of Guaranty. Any term or provision of this
Guaranty or any other Loan Document to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations for which any Guarantor shall be
liable shall not exceed the maximum amount for which such Guarantor can be
liable without rendering this Guaranty or any other Loan Document, as it relates
to such Guarantor, subject to avoidance under applicable law relating to
fraudulent conveyance or fraudulent transfer (including Section 548 of the
Bankruptcy Code or any applicable provisions of comparable state law)
(collectively, "Fraudulent Transfer Laws"), in each case after giving effect (a)
to all other liabilities of such Guarantor, contingent or otherwise, that are
relevant under such Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Guarantor in respect of intercompany Indebtedness to the
Borrower to the extent that such Indebtedness would be discharged in an amount
equal to the amount paid by such Guarantor hereunder) and (b) to the value as
assets of such Guarantor (as determined under the applicable provisions of such
Fraudulent Transfer Laws) of any rights to subrogation, contribution,
reimbursement, indemnity or similar rights held by such Guarantor pursuant to
(i) applicable requirements of law, (ii) Section 3 of this Guaranty or (iii) any
other contractual obligations providing for an equitable allocation among such
Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations
arising under this Guaranty or other guaranties of the Obligations under the
Credit Agreement by such parties.
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Section 3. Contribution. To the extent that any Guarantor shall be
required hereunder to pay a portion of the Obligations exceeding the greater of
(a) the amount of the economic benefit actually received by such Guarantor from
the Loans and (b) the amount such Guarantor would otherwise have paid if such
Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding
the amount thereof repaid by the Borrower) in the same proportion as such
Guarantor's net worth at the date enforcement is sought hereunder bears to the
aggregate net worth of all the Guarantors at the date enforcement is sought
hereunder, then such Guarantor shall be reimbursed by such other Guarantors for
the amount of such excess, pro rata, based on the respective net worths of such
other Guarantors at the date enforcement hereunder is sought.
Section 4. Authorization; Other Agreements. The Guarantied Parties are
hereby authorized, without notice to or demand upon any Guarantor, which notice
or demand is expressly waived hereby, and without discharging or otherwise
affecting the obligations of any Guarantor hereunder (which shall remain
absolute and unconditional notwithstanding any such action or omission to act),
from time to time, to:
(a) supplement, renew, extend, accelerate or otherwise change the time
for payment of, or other terms relating to, the Guaranteed Obligations, or any
part of them, or otherwise modify, amend or change the terms of the Credit
Agreement, the Notes or any other agreement, document or instrument (including,
without limitation, the other Loan Documents) now or hereafter executed by the
Borrower and delivered to the Guarantied Parties or any of them, including,
without limitation, any increase or decrease of principal or the rate of
interest thereon;
(b) waive or otherwise consent to noncompliance with any provision of
any instrument evidencing the Guaranteed Obligations, or any part thereof, or
any other instrument or agreement in respect of the Guaranteed Obligations now
or hereafter executed by the Borrower and delivered to the Guarantied Parties or
any of them;
(c) accept partial payments on the Guaranteed Obligations;
(d) receive, take and hold additional security or collateral for the
payment of the Guaranteed Obligations or any part of them and exchange, enforce,
waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate,
transfer, otherwise alter and release any such additional security or
collateral;
(e) settle, release, compromise, collect or otherwise liquidate the
Guaranteed Obligations or accept, substitute, release, exchange or otherwise
alter, affect or impair any security or collateral for the Guaranteed
Obligations or any part of them or any other guaranty therefor, in any manner;
(f) add, release or substitute any one or more other guarantors, makers
or endorsers of the Guaranteed Obligations or any part of them and otherwise
deal with the Borrower or any other guarantor, maker or endorser;
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(g) apply to the Guaranteed Obligations any and all payments or
recoveries from the Borrower, from any other guarantor, maker or endorser of the
Guaranteed Obligations or any part of them or from any Guarantor to the
Guaranteed Obligations in such order as provided herein whether such Guaranteed
Obligations are secured or unsecured or guaranteed or not guaranteed by others;
(h) apply to the Guaranteed Obligations any and all payments or
recoveries from any Guarantor or sums realized from security furnished by such
Guarantor upon its indebtedness or obligations to the Guarantied Parties, or any
of them, whether or not such indebtedness or obligations relate to the
Guaranteed Obligations; and
(i) refund at any time any payment received by any Guarantied Party in
respect of any of the Guaranteed Obligations, and payment to such Guarantied
Party of the amount so refunded shall be fully guaranteed hereby even though
prior thereto this Guaranty shall have been cancelled or surrendered (or any
release or termination of any Collateral by virtue thereof), and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect the obligations of any Guarantor hereunder in respect of the
amount so refunded (and any Collateral so released or terminated shall be
reinstated with respect to such obligations);
even if any right of reimbursement or subrogation or other right or remedy of
any Guarantor is extinguished, affected or impaired by any of the foregoing
(including, without limitation, any election of remedies by reason of any
judicial, non-judicial or other proceeding in respect of the Guaranteed
Obligations which impairs any subrogation, reimbursement or other right of such
Guarantor).
Section 5. Guaranty Absolute and Unconditional. Each Guarantor hereby
waives any defense of a surety or guarantor or any other obligor on any
obligations arising in connection with or in respect of any of the following and
hereby agrees that its obligations under this Guaranty are absolute and
unconditional and shall not be discharged or otherwise affected as a result of:
(a) the invalidity or unenforceability of any of the Borrower's
obligations under the Credit Agreement or any other Loan Document or any other
agreement or instrument relating thereto, or any security for, or other guaranty
of the Guaranteed Obligations or any part of them, or the lack of perfection or
continuing perfection or failure of priority of any security for the Guaranteed
Obligations or any part of them;
(b) the absence of any attempt to collect the Guaranteed Obligations or
any part of them from the Borrower or other action to enforce the same;
(c) failure by any Guarantied Party to take any steps to perfect and
maintain any Lien on, or to preserve any rights to, any Collateral;
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(d) any Guarantied Party's election, in any proceeding instituted under
chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of
the Bankruptcy Code;
(e) any borrowing or grant of a Lien by the Borrower, as
debtor-in-possession, or extension of credit, under Section 364 of the
Bankruptcy Code;
(f) the disallowance, under Section 502 of the Bankruptcy Code, of all
or any portion of any Guarantied Party's claim (or claims) for repayment of the
Guaranteed Obligations ;
(g) any use of cash collateral under Section 363 of the Bankruptcy
Code;
(h) any agreement or stipulation as to the provision of adequate
protection in any bankruptcy proceeding;
(i) the avoidance of any Lien in favor of the Guarantied Parties or any
of them for any reason;
(j) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, liquidation or dissolution proceeding commenced by or
against the Borrower, any Guarantor or any of the Borrower's other Subsidiaries,
including without limitation, any discharge of, or bar or stay against
collecting, all or any of the Guaranteed Obligations (or any part of them or
interest thereon) in or as a result of any such proceeding;
(k) failure by any Guarantied Party to file or enforce a claim against
the Borrower or its estate in any bankruptcy or insolvency case or proceeding;
(l) any action taken by any Guarantied Party that is authorized hereby;
(m) any election following the occurrence of an Event of Default by any
Guarantied Party to proceed separately against the Collateral in accordance with
such Guarantied Party's rights under the UCC or, if the Collateral consists of
both personal and real property, to proceed against such personal and real
property in accordance with such Guarantied Party's rights with respect to such
real property; or
(n) any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor or any other obligor on
any obligations, other than the payment in full of the Guaranteed Obligations.
Section 6. Waivers. Each Guarantor hereby waives diligence, promptness,
presentment, demand for payment or performance and protest and notice of
protest, notice of acceptance and any other notice in respect of the Guaranteed
Obligations or any part of them, and any defense arising by reason of any
disability or other defense of the Borrower. In connection with the foregoing,
each Guarantor
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covenants that its obligations hereunder shall not be discharged, except by
complete performance.
Section 7. Reliance. Each Guarantor hereby assumes responsibility for
keeping itself informed of the financial condition of the Borrower and any and
all endorsers and/or other guarantors of all or any part of the Guaranteed
Obligations, and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations, or any part thereof, that diligent inquiry would
reveal, and each Guarantor hereby agrees that no Guarantied Party shall have any
duty to advise any Guarantor of information known to it regarding such condition
or any such circumstances. In the event any Guarantied Party, in its sole
discretion, undertakes at any time or from time to time to provide any such
information to any Guarantor, such Guarantied Party shall be under no obligation
(i) to undertake any investigation not a part of its regular business routine,
(ii) to disclose any information which such Guarantied Party, pursuant to
accepted or reasonable commercial finance or banking practices, wishes to
maintain confidential or (iii) to make any other or future disclosures of such
information or any other information to any Guarantor.
Section 8. Waiver of Subrogation and Contribution Rights. Until the
Guaranteed Obligations have been irrevocably paid in full, the Guarantors shall
not enforce or otherwise exercise any right of subrogation to any of the rights
of the Guarantied Parties or any part of them against the Borrower or any right
of reimbursement or contribution or similar right against the Borrower by reason
of this Agreement or by any payment made by any Guarantor in respect of the
Guaranteed Obligations.
Section 9. Subordination. Each Guarantor hereby agrees that any
Indebtedness of the Borrower now or hereafter owing to any Guarantor, whether
heretofore, now or hereafter created (the "Guarantor Subordinated Debt"), is
hereby subordinated to all of the Guaranteed Obligations, and that the Guarantor
Subordinated Debt shall not be paid in whole or in part until the Guaranteed
Obligations have been paid in full and this Guaranty is terminated and of no
further force or effect. No Guarantor shall accept any payment of or on account
of any Guarantor Subordinated Debt at any time in contravention of the
foregoing. Upon the occurrence and during the continuance of an Event of
Default, the Borrower shall pay to the Collateral Agent any payment of all or
any part of the Guarantor Subordinated Debt and any amount so paid to the
Collateral Agent shall be applied to payment of the Guaranteed Obligations as
provided in the Credit Agreement. Each payment on the Guarantor Subordinated
Debt received in violation of any of the provisions hereof shall be deemed to
have been received by such Guarantor as trustee for the Guarantied Parties and
shall be paid over to the Collateral Agent immediately on account of the
Guaranteed Obligations, but without otherwise affecting in any manner such
Guarantor's liability hereof. Each Guarantor agrees to file all claims against
the Borrower in any bankruptcy or other proceeding in which the filing of claims
is required by law in respect of any Guarantor Subordinated Debt, and the
Collateral Agent shall be entitled to all of such Guarantor's rights thereunder.
If for any
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reason a Guarantor fails to file such claim at least ten Business Days prior to
the last date on which such claim should be filed, such Guarantor hereby
irrevocably appoints the Collateral Agent as its true and lawful
attorney-in-fact and is hereby authorized to act as attorney-in-fact in such
Guarantor's name to file such claim or, in the Collateral Agent's discretion, to
assign such claim to and cause proof of claim to be filed in the name of the
Collateral Agent or its nominee. In all such cases, whether in administration,
bankruptcy or otherwise, the person or persons authorized to pay such claim
shall pay to the Collateral Agent the full amount payable on the claim in the
proceeding, and, to the full extent necessary for that purpose, each Guarantor
hereby assigns to the Collateral Agent all of such Guarantor's rights to any
payments or distributions to which such Guarantor otherwise would be entitled.
If the amount so paid is greater than such Guarantor's liability hereunder, the
Collateral Agent shall pay the excess amount to the party entitled thereto. In
addition, each Guarantor hereby irrevocably appoints the Collateral Agent as its
attorney-in-fact to exercise all of such Guarantor's voting rights in connection
with any bankruptcy proceeding or any plan for the reorganization of the
Borrower.
Section 10. Default; Remedies. The obligations of each Guarantor hereunder
are independent of and separate from the Guaranteed Obligations of the Borrower.
If any of the Guaranteed Obligations is not paid when due, or upon any Event of
Default hereunder or upon any default by the Borrower as provided in the Credit
Agreement, the Guarantied Parties may, at their sole election, proceed directly
and at once, without notice, against any Guarantor to collect and recover the
full amount or any portion of the Guaranteed Obligations then due, without first
proceeding against the Borrower, any other guarantor of the Guaranteed
Obligations, or against any Collateral under the Loan Documents or joining the
Borrower or any other guarantor in any proceeding against any Guarantor. At any
time after maturity of the Guaranteed Obligations, the Guarantied Parties may
(unless the Guaranteed Obligations have been irrevocably paid in full), without
notice to any Guarantor and regardless of the acceptance of any security or
collateral for the payment thereof, appropriate and apply toward the payment of
the Guaranteed Obligations (i) any indebtedness due or to become due from any
Guarantied Party to such Guarantor and (ii) any moneys, credits or other
property belonging to such Guarantor at any time held by or coming into the
possession of any Guarantied Party or any of its respective Affiliates.
Section 11. Irrevocability. This Guaranty shall be irrevocable as to any
and all of the Guaranteed Obligations until the Guaranteed Obligations then
outstanding have been irrevocably repaid in cash, at which time this Guaranty
shall automatically be cancelled. Upon such cancellation and at the written
request of any Guarantor or its successors or assigns, and at the cost and
expense of such Guarantor or its successors or assigns, the Collateral Agent
shall execute in a timely manner a satisfaction of this Guaranty and such
instruments, documents or agreements as are necessary or desirable to evidence
the termination of this Guaranty.
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Section 12. Setoff. Upon the occurrence and during the continuance of
an Event of Default, each Guarantied Party and each Affiliate of a Guarantied
Party may, without notice to any Guarantor and regardless of the acceptance of
any security or collateral for the payment of the Guaranteed Obligation,
appropriate and apply toward the payment of all or any part of the Guaranteed
Obligations (i) any indebtedness due or to become due from such Guarantied Party
or Affiliate to any Guarantor, and (ii) any moneys, credits or other property
belonging to any Guarantor, at any time held by or coming into the possession of
such Guarantied Party or Affiliate.
Section 13. No Marshalling. Each Guarantor consents and agrees that no
Guarantied Party or Person acting for or on behalf of any Guarantied Party shall
be under any obligation to marshal any assets in favor of any Guarantor or
against or in payment of any or all of the Guaranteed Obligations.
Section 14. Enforcement; Amendments; Waivers. No delay on the part of
any Guarantied Party in the exercise of any right or remedy arising under this
Guaranty, the Credit Agreement, any of the other Loan Documents or otherwise
with respect to all or any part of the Guaranteed Obligations, the Collateral or
any other guaranty of or security for all or any part of the Guaranteed
Obligations shall operate as a waiver thereof, and no single or partial exercise
by any such Person of any such right or remedy shall preclude any further
exercise thereof. No modification or waiver of any of the provisions of this
Guaranty shall be binding upon any Guarantied Party, except as expressly set
forth in a writing duly signed and delivered by the party making such
modification or waiver. Failure by any Guarantied Party at any time or times
hereafter to require strict performance by the Borrower, any Guarantor, any
other guarantor of all or any part of the Guaranteed Obligations or any other
Person of any of the provisions, warranties, terms and conditions contained in
any of the Loan Documents now or at any time or times hereafter executed by such
Persons and delivered to any Guarantied Party shall not waive, affect or
diminish any right of any Guarantied Party at any time or times hereafter to
demand strict performance thereof and such right shall not be deemed to have
been waived by any act or knowledge of any Guarantied Party, or its respective
agents, officers or employees, unless such waiver is contained in an instrument
in writing, directed and delivered to the Borrower or such Guarantor, as
applicable, specifying such waiver, and is signed by the party or parties
necessary to give such waiver under the Credit Agreement. No waiver of any Event
of Default by any Guarantied Party shall operate as a waiver of any other Event
of Default or the same Event of Default on a future occasion, and no action by
any Guarantied Party permitted hereunder shall in any way affect or impair any
Guarantied Party's rights and remedies or the obligations of any Guarantor under
this Guaranty. Any determination by a court of competent jurisdiction of the
amount of any principal and/or interest owing by the Borrower to a Guarantied
Party shall be conclusive and binding on each Guarantor irrespective of whether
such Guarantor was a party to the suit or action in which such determination was
made.
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Section 15. Additional Guarantors. Each of the Guarantors agrees that,
if, pursuant to Section 5.1(k) of the Credit Agreement, a Credit Party shall be
required to cause any Non-Guarantor Subsidiary to become a Guarantor hereunder,
or if for any reason any Credit Party desires that any Non-Guarantor Subsidiary
become a Guarantor hereunder, such Subsidiary shall execute and deliver to the
Collateral Agent a Guaranty Supplement in substantially the form of Exhibit A
attached hereto and shall thereafter for all purposes be a party hereto and have
the same rights, benefits and obligations as a Guarantor party hereto on the
Closing Date.
Section 16. Successors and Assigns. This Guaranty shall be binding upon
each Guarantor and upon the successors and assigns of such Guarantors and shall
inure to the benefit of the Guarantied Parties and their respective successors
and assigns; all references herein to the Borrower and to the Guarantors shall
be deemed to include their respective successors and assigns. The successors and
assigns of the Guarantors and the Borrower shall include, without limitation,
their respective receivers, trustees and debtors-in-possession. All references
to the singular shall be deemed to include the plural where the context so
requires.
Section 17. Governing Law. This Guaranty and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York, without regard to the
principles thereof relating to conflict of laws.
Section 18. Submission to Jurisdiction; Service of Process.
(a) Any legal action or proceeding with respect to this Guaranty may be
brought in the courts of the State of New York or of the United States of
America for the Southern District of New York, and, by execution and delivery of
this Agreement, each Guarantor hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non
conveniens, which any of them may now or hereafter have to the bringing of any
such action or proceeding in such respective jurisdictions.
(b) Nothing contained in this Section 18 shall affect the right of the
Collateral Agent or any other Guarantied Party to serve process in any other
manner permitted by law or commence legal proceedings or otherwise proceed
against a Guarantor in any other jurisdiction.
Section 19. Waiver of Jury Trial. Each of the Collateral Agent, the
other Guarantied Parties and each Guarantor irrevocably waives trial by jury in
any action or proceeding with respect to this Guaranty.
Section 20. Notices. Any notice or other communication herein required
or permitted shall be given as provided in Section 10.10 of the Credit
Agreement.
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Section 21. Severability. Wherever possible, each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.
Section 22. Collateral. Each Guarantor hereby acknowledges and agrees
that its obligations under this Guaranty are secured pursuant to the terms and
provisions of the Collateral Documents executed by it in favor of the Collateral
Agent, for the benefit of the Lenders, and covenants that it shall not grant any
Lien with respect to its property in favor, or for the benefit, of any Person
other than the Collateral Agent, for the benefit of the Lenders.
Section 23. Costs and Expenses. Each Guarantor agrees to pay or
reimburse the Collateral Agent and each of the other Guarantied Parties upon
demand for all out-of-pocket costs and expenses, including, without limitation,
reasonable attorneys' fees (including costs of settlement), incurred by the
Collateral Agent and such other Guarantied Parties in enforcing this Guaranty or
any security therefor or exercising or enforcing any other right or remedy
available in connection herewith or therewith.
Section 24. Waiver. Each Guarantor hereby irrevocably and
unconditionally waives, to the maximum extent not prohibited by law, any right
it may have to claim or recover any special, exemplary, punitive or
consequential damage in any legal action or proceeding in respect of this
Guaranty or any of the other Loan Documents.
Section 25. Entire Agreement. This Guaranty, taken together with all of
the other Loan Documents executed and delivered by the Guarantors, represents
the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings, written and oral,
relating to the subject matter hereof.
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In witness whereof, this Guaranty has been duly executed by the
Guarantors as of the day and year first set forth above.
AMERICAN RADIO SALES, INC.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
------------------------------
Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Chief Financial Officer
and Senior Vice President
XxXXXXXX GUILD, INC.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
------------------------------
Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Chief Financial Officer
and Senior Vice President
D&R RADIO, INC
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
------------------------------
Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Chief Financial Officer
and Senior Vice President
INFINITY RADIO SALES, INC.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
------------------------------
Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Chief Financial Officer
and Senior Vice President
ALLIED RADIO PARTNERS, INC.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
------------------------------
Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Chief Financial Officer
and Senior Vice President
XXXXXXXXX SPANISH MEDIA, L.L.C.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
------------------------------
Name: Xxxxxxx X. XxXxxxx, Xx.
Title: Chief Financial Officer
and Senior Vice President
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Acknowledged and agreed to
as of the date first above written:
GUGGENHEIM INVESTMENT MANAGEMENT, LLC,
as Collateral Agent
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
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TABLE OF CONTENTS
Page
Section 1. Guaranty ....................................................... 1
Section 2. Limitation of Guaranty ......................................... 2
Section 3. Contribution ................................................... 3
Section 4. Authorization; Other Agreements ................................ 3
Section 5. Guaranty Absolute and Unconditional ............................ 4
Section 6. Waivers ........................................................ 5
Section 7. Reliance ....................................................... 6
Section 8. Waiver of Subrogation and Contribution Rights .................. 7
Section 9. Subordination .................................................. 7
Section 10. Default; Remedies ............................................. 8
Section 11. Irrevocability ................................................ 8
Section 12. Setoff ........................................................ 8
Section 13. No Marshalling ................................................ 8
Section 14. Enforcement; Amendments; Waivers .............................. 8
Section 15. Successors and Assigns ........................................ 9
Section 16. Governing Law ................................................. 9
Section 17. Submission to Jurisdiction; Service of Process ................ 9
Section 18. Waiver of Jury Trial .......................................... 10
Section 19. Notices ....................................................... 10
Section 20. Severability .................................................. 10
Section 21. Collateral .................................................... 10
Section 22. Costs and Expenses ............................................ 10
Section 23. Waiver ........................................................ 10
Section 24. Entire Agreement .............................................. 11
Section 25. Subordination ................................................. 11
i
