EXHIBIT 10.7
GUARANTY
GUARANTY dated February 23, 1999, made by WORLDWIDE WEB
NETWORX CORPORATION, a Delaware corporation (the "Guarantor"), in favor of ARTRA
GROUP INCORPORATED ("Lender") to secure the obligations of NA ACQUISITION CORP.,
a Pennsylvania corporation (the "Borrower").
BACKGROUND
A. The Borrower and the Lender are parties to a Loan Agreement dated of
even date herewith (such agreement, as amended or otherwise modified from time
to time, being hereinafter referred to as the "Loan Agreement") pursuant to
which the Lender has agreed to make a certain loan (the "Loan") to the Borrower.
B. As a condition to entering into the Loan Agreement and making the
Loan, the Lender has required that the Guarantor shall have executed and
delivered to the Lender an instrument guaranteeing the Obligations of the
Borrower under the Loan Agreement, the Note, and the other loan documents
referred to in the Loan Agreement (collectively the "Loan Documents").
C. The Guarantor has determined that the extension of credit to the
Borrower under the Loan Agreement directly benefits, and that its execution,
delivery and performance of this Guaranty is within the corporate purposes and
in the best interests of, the Guarantor.
D. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Loan Agreement.
COVENANTS
NOW, THEREFORE, in consideration of the undertakings of the Lender
pursuant to the Loan Agreement and intending to be legally bound, the Guarantor
hereby agrees as follows:
1. Guaranty. The Guarantor hereby irrevocably, absolutely and
unconditionally guarantees and becomes surety for the Obligations (as that term
is defined in the Loan Agreement).
2. Guarantor's Obligations Unconditional.
(a) The Guarantor hereby guarantees that the
Obligations will be paid strictly in accordance with the terms of the Loan
Documents. The liability of the Guarantor hereunder shall be absolute and
unconditional, irrespective of: (i) any lack of validity or enforceability of
any such Loan Document or any agreement or instrument relating thereto,
including, without limitation, the lack of validity or enforceability of all or
any portion of the liens or security interests granted thereby; (ii) any change
in the time, manner or place of payment of, or in any other term in respect of,
all or any of the Obligations, or any other amendment or waiver of or consent to
any departure from the terms of any such Loan Document;
(iii) any exchange or release of, or non-perfection of any lien on or security
interest in, any collateral, or any release or amendment or waiver of or consent
to any departure from the terms of any other guaranty for all or any of the
Obligations; (iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Borrower or any other guarantor or
obligor in respect of the Obligations or the Guarantor in respect hereof; or (v)
the absence of any action on the part of the Lender to obtain payment of the
Obligations from the Borrower or from the Guarantor or from any other guarantor
or obligor. Notwithstanding anything contained herein to the contrary, if and
when the Merger (as defined in the Loan Agreement) is consummated, this Guaranty
shall terminate and be of no further force or effect, regardless of whether the
Obligations continue in effect thereafter.
(b) This Guaranty (i) is a continuing guarantee and
shall remain in full force and effect until all of the Obligations have been
paid in full; and (ii) shall continue to be effective or shall be reinstated, as
the case may be, if at any time any payment of any of the Obligations is
rescinded, avoided or rendered void as a preferential transfer, impermissible
set-off, fraudulent conveyance or must otherwise be returned or disgorged by the
Lender upon the insolvency, bankruptcy or reorganization of either the Borrower
or the Guarantor or otherwise, all as though such rescinded, avoided or voided
payment had not been made, and notwithstanding any action or failure to act on
the part of the Lender in reliance on such payment.
3. Waivers. The Guarantor hereby waives (i) promptness and diligence;
(ii) notice of the incurrence of any Obligation by the Borrower; (iii) notice of
any actions taken by the Lender or the Borrower under any Loan Document or any
other agreement or instrument relating thereto; (iv) acceptance of this Guaranty
and reliance thereon by the Lender; (v) presentment, demand of payment, notice
of dishonor or nonpayment, protest and notice of protest with respect to the
Obligations, and all other formalities of every kind in connection with the
enforcement of the Obligations or of the obligations of the Guarantor hereunder
or of any other guarantor, the omission of or delay in which, but for the
provisions of this Section 3, might constitute grounds for relieving the
Guarantor of its obligations hereunder; (vi) any requirement that the Lender
protect, secure, perfect or insure any security interest or lien or any property
subject thereto or exhaust any right or take any action against the Borrower,
the Guarantor, any other person or any collateral; and (vii) notice of any
election by the Lender to sell any of the property mortgaged, assigned or
pledged as security for any of the Obligations at a public or private sale.
4. Subrogation and Similar Rights. The Guarantor waives any right of
subrogation to the claims of the Lender against the Borrower, and any right of
indemnification by or contribution from the Borrower, arising by reason of any
payment made by the Guarantor hereunder or otherwise. If notwithstanding such
waiver, any amount shall be paid to the Guarantor on account of such
subrogation, indemnification or contribution at any time when all of the
Obligations shall not have been paid in full, such amount shall be held in trust
for the benefit of the Lender, shall be segregated from the other funds of the
Guarantor and shall forthwith be paid over to the Lender, to be applied in whole
or in part by the Lender against the
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Obligations, whether matured or unmatured, in accordance with the terms of the
Loan Agreement.
5. Representations and Warranties. The Guarantor hereby represents and
warrants as follows:
(a) The Guarantor (i) is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its incorporation as set forth on the first page hereof; and (ii) has all
requisite corporate power and authority to execute, deliver and perform this
Guaranty.
(b) The execution, delivery and performance by the
Guarantor of this Guaranty are within its corporate power, have been duly
authorized by all necessary corporate action, do not and, to the Guarantor's
knowledge, will not contravene any law or governmental regulation or any
contractual restriction binding on or affecting the Guarantor or any of its
property, and do not and will not result in or require the creation of any lien,
security interest or other charge or encumbrance upon or with respect to any of
its property.
(c) No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or other regulatory
body is required for the due execution, delivery and performance by the
Guarantor of this Guaranty.
(d) This Guaranty is a valid and binding obligation
of the Guarantor, enforceable against the Guarantor in accordance with its
terms.
(e) There is no action, suit or proceeding pending
or, to the Guarantor's knowledge, threatened against or otherwise affecting the
Guarantor before any court, arbitrator or governmental department, commission,
board, bureau, agency or instrumentality which may materially and adversely
affect the Guarantor's ability to perform its obligations hereunder.
6. Miscellaneous.
(a) The Guarantor will make each payment hereunder in
lawful money of the United States of America and in same day funds to the Lender
at its address as set forth in the Loan Agreement.
(b) This Guaranty contains the entire agreement of
the parties hereto with respect to the subject matter hereof. No amendment of
any provision of this Guaranty shall be effective unless it is in writing and
signed by the Guarantor and the Lender, and no waiver of any provision of this
Guaranty, and no waiver or consent to any departure by the Guarantor therefrom,
shall be effective unless it is in writing and signed by the Lender, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
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(c) No failure on the part of the Lender to exercise,
and no delay in exercising, any right hereunder or under any other Loan Document
shall operate as a waiver hereof or thereof; nor shall any single or partial
exercise of any right preclude any other or further exercise thereof or the
exercise of any other right. The rights and remedies of the Lender provided
herein and in the other Loan Documents are cumulative and are in addition to,
and not exclusive of, any rights or remedies provided by law. The rights of the
Lender under any of the Loan Documents and under this Guaranty against any party
thereto are not conditional or contingent upon any attempt by the Lender to
exercise any of its rights under any other Loan Document or under this Guaranty
against any such party or against any other person.
(d) Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability, and such
prohibition or unenforceability shall not invalidate such provision to the
extent it is not prohibited or unenforceable in any other jurisdiction, nor
invalidate the remaining provisions hereof or thereof, all of which shall be
liberally construed in favor of the Lender in order to effect the provisions
hereof.
(e) This Guaranty shall (i) be binding on the
Guarantor and its successors and assigns, and (ii) inure, together with all
rights and remedies of the Lender hereunder, to the benefit of the Lender and
its successors, transferees and assigns. Notwithstanding the foregoing clause
(e)(i), none of the rights or obligations of the Guarantor hereunder may be
assigned or otherwise transferred without the prior written consent of the
Lender.
(f) This Guaranty shall be governed by and construed
in accordance with the internal laws, and not the law of conflicts, of the
Commonwealth of Pennsylvania.
(g) The Guarantor agrees that any action or
proceeding against the Guarantor to enforce, or arising out of, this Guaranty
may be commenced in state or federal court in any county in the Commonwealth of
Pennsylvania in which the Lender has an office, or in any other location where
the Guarantor or any of its property is located, and the Guarantor waives
personal service of process and agrees that a summons and complaint commencing
an action or proceeding in any such court shall be properly served and shall
confer personal jurisdiction if served by registered or certified mail.
(h) The paragraph headings used herein are for
convenience only and do not affect or modify the terms and conditions hereof.
7. Judicial Proceedings. Any suit, action, or proceeding, whether claim
or counterclaim, brought or instituted by the Guarantor or the Lender, or any of
their successors or assigns, on or with respect to this Agreement or the
dealings of the Guarantor or the Lender with respect hereto, shall be tried only
by a court and not by a jury. THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR
PROCEEDING. Further, the Guarantor waives any right it may have to claim or
recover, in any such suit, action or
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proceeding, any special, exemplary, punitive or consequential damages or any
damages other than, or in addition to, actual damages. THE GUARANTOR
ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT OF
THIS AGREEMENT AND THAT THE LENDER WOULD NOT EXTEND CREDIT TO THE BORROWER IF
THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed by an officer thereunto duly authorized, as of the date first above
written.
Attest: WORLDWIDE WEB NETWORX
CORPORATION
By: ___________________________ By: ___________________________
Title: Title:
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