GUARANTY
Exhibit 99.6
This
Guaranty (the “Guaranty”), dated as
of April 13, 2010, is entered into by China Networks Media, Ltd., a British
Virgin Islands company (“Guarantor”), for the
benefit of the Collateral Agent identified below and the parties identified on
Schedule A hereto (each a “Lender” and
collectively, the “Lenders”).
2.1 Guarantor
is a direct wholly-owned subsidiary of China Networks International Holdings
Ltd., a British Virgin Islands company (“Parent”). The
Lenders have made and/or are making loans to Parent (the “Loans”). Guarantor
will obtain substantial benefit from the proceeds of the Loans.
2.2 The
Loans are and will be evidenced by certain senior secured debentures
(collectively, “Debenture” or “Debentures”) issued
by Parent on, about or after the date of this Guaranty pursuant to securities
purchase agreements dated at or about or after the date hereof (“Securities Purchase
Agreements”). The Debentures are further identified on
Schedule A hereto and were and or will be executed by Parent as “Borrower” for
the benefit of each Lender as the “Holder” thereof. Collateral Agent
is instructed and permitted to amend Schedule A after the date hereof to include
additional Lenders who become Lenders after the date hereof.
2.3 In
consideration of the Loans made and to be made by Lenders to Parent and for
other good and valuable consideration, and as security for the performance by
Parent of its obligations under the Debentures and as security for the repayment
of the Loans and all other sums due from Debtor to Lenders arising under the
Debentures (collectively, the “Obligations”),
Guarantor, for good and valuable consideration, receipt of which is
acknowledged, has agreed to enter into this Guaranty.
2.4 The
Lenders have appointed Collateral Agents, LLC, a Delaware Limited Liability
Company as Collateral Agent (“Collateral Agent”) pursuant to the Security
Agreement.
3.1 Guaranty. Guarantor
hereby unconditionally and irrevocably guarantees, jointly and severally with
any other guarantor of the Obligations, the punctual payment, performance and
observance when due, whether at stated maturity, by acceleration or otherwise,
of all of the Obligations now or hereafter existing, whether for principal,
interest (including, without limitation, all interest that accrues after the
commencement of any insolvency, bankruptcy or reorganization of Parent, whether
or not constituting an allowed claim in such proceeding), fees, commissions,
expense reimbursements, liquidated damages, indemnifications or otherwise (such
obligations, to the extent not paid by Parent being the “Guaranteed
Obligations”), and agrees to pay any and all reasonable costs, fees and
expenses (including reasonable counsel fees and expenses) incurred by Collateral
Agent and the Lenders in enforcing any rights under the guaranty set forth
herein. Without limiting the generality of the foregoing, Guarantor’s
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by Parent to Collateral Agent and the Lenders, but
for the fact that they are unenforceable or not allowable due to the existence
of an insolvency, bankruptcy or reorganization involving Parent.
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3.2 Guaranty
Absolute. Guarantor guarantees that the Guaranteed Obligations
will be paid strictly in accordance with the terms of the Debentures, regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of Collateral Agent or the Lenders
with respect thereto. The obligations of Guarantor under this
Guaranty are independent of the Guaranteed Obligations, and a separate action or
actions may be brought and prosecuted against Guarantor to enforce such
obligations, irrespective of whether any action is brought against Parent or any
other Guarantor or whether Parent or any other Guarantor is joined in any such
action or actions. The liability of Guarantor under this Guaranty
constitutes a primary obligation, and not a contract of surety, and to the
extent permitted by law, shall be irrevocable, absolute and unconditional
irrespective of, and Guarantor hereby irrevocably waives any defenses it may now
or hereafter have in any way relating to, any or all of the
following:
(a) any lack
of validity of the Debentures or any agreement or instrument relating
thereto;
(b) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations, or any other amendment or waiver of or any
consent to departure from the Debentures, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to Parent or otherwise;
(c) any
taking, exchange, release, subordination or non-perfection of any Collateral, or
any taking, release or amendment or waiver of or consent to departure from any
other guaranty, for all or any of the Guaranteed Obligations;
(d) any
change, restructuring or termination of the corporate, limited liability company
or partnership structure or existence of Parent; or
(e) any
other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by Collateral Agent
or the Lenders that might otherwise constitute a defense available
to, or a discharge of, Parent or any other guarantor or surety.
This
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by Collateral Agent, the Lenders or any other entity
upon the insolvency, bankruptcy or reorganization of the Parent or otherwise
(and whether as a result of any demand, settlement, litigation or otherwise),
all as though such payment had not been made.
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To Guarantor,
to: China
Networks Media, Ltd.
00 Xxxxx Xxxxxx Xxxx, Xxxxx
000-000
Xxx Xxxx, XX 00000
Fax:
With a copy by facsimile only
to:
Pillsbury Xxxxxxxx Xxxx Xxxxxxx
LLP
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X.
00000-0000
Attention: Xxxxx X. Xxxxxxxxxx,
Esq.
Fax: (000) 000-0000
To
Lenders: To
the addresses and telecopier numbers set
Forth on
Schedule A
To the
Collateral
Agent: Collateral
Agents, LLC
000 Xxxx
00xx
Xxxxxx, Xxxxx 0000
Xxx Xxxx,
XX 00000
Attn:
General Counsel
Fax:
(000) 000-0000
If to
Guarantor, Lender or
Collateral
Agent, with a copy by telecopier only to:
Grushko & Xxxxxxx,
P.C.
000 Xxxxx
Xxxxxx, Xxxxx 0000
Xxx Xxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000
Any party
may change its address by written notice in accordance with this
paragraph.
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4.6 Governing Law; Venue;
Severability. This Guaranty shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts or choice of law. Any legal action or
proceeding against Guarantor with respect to this Guaranty may be brought in the
courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Guaranty, Guarantor
hereby irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of the aforesaid
courts. 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 brought in the
aforesaid courts and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum. If any
provision of this Guaranty, or the application thereof to any person or
circumstance, is held invalid, such invalidity shall not affect any other
provisions which can be given effect without the invalid provision or
application, and to this end the provisions hereof shall be severable and the
remaining, valid provisions shall remain of full force and
effect. This
Guaranty shall be deemed an unconditional obligation of Guarantor for the
payment of money and, without limitation to any other remedies of Lenders, may
be enforced against Guarantor by summary proceeding pursuant to New York Civil
Procedure Law and Rules Section 3213 or any similar rule or statute in the
jurisdiction where enforcement is sought. For purposes of such rule
or statute, any other document or agreement to which Lenders and Guarantor are
parties or which Guarantor delivered to Lenders, which may be convenient or
necessary to determine Lenders’ rights hereunder or Guarantor’s obligations to
Lenders are deemed a part of this Guaranty, whether or not such other document
or agreement was delivered together herewith or was executed apart from this
Guaranty. Each party hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or
proceeding in connection with this Agreement or any other Transaction Document
by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. Each Guarantor irrevocably
appoints Parent its true and lawful agent for service of process upon whom all
processes of law and notices may be served and given in the manner described
above; and such service and notice shall be deemed valid personal service and
notice upon each such Guarantor with the same force and validity as if served
upon such Guarantor.
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IN WITNESS WHEREOF, the
undersigned have executed and delivered this Guaranty, as of the date first
written above.
“GUARANTOR”
CHINA
NETWORKS MEDIA, LTD.
a British
Virgin Islands company
By:
Its:
This
Guaranty Agreement may be signed by facsimile signature and
delivered
by confirmed facsimile transmission.
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