Exhibit 10.50
[EXECUTION COPY]
LIMITED GUARANTY AGREEMENT
THIS LIMITED GUARANTY AGREEMENT ("this Agreement") dated as of November 12,
1997, is executed by XXXX X. XXXXX, an individual ("Xxxxx"), and XXXXXX
XXXXXXXXX, an individual ("Subotnick") (Xxxxx and Xxxxxxxxx being sometimes
hereinafter referred to collectively as the "Guarantors" or individually as a
"Guarantor"), in favor of AMSOUTH BANK, an Alabama banking corporation (the
"Lender").
RECITALS
A. Capitalized terms used in these Recitals have the meanings given them
above and in Section 2.
B. Lender and Snapper, Inc., a Georgia corporation (the "Borrower"), have
heretofore entered into a Credit Agreement dated November 26, 1996, as the same
has heretofore been amended (the "Original Credit Agreement"), under the terms
of which the Lender has extended certain credit to the Borrower.
C. The Borrower, the Guarantors and Metromedia International Group, Inc.,
a Delaware corporation (the "Stockholder"), which is the holder of all the
outstanding capital stock of the Borrower, have requested that the Commitment
Amount (as defined in the Original Credit Agreement) be increased from
$55,000,000 to $80,000,000 and that certain other changes be made in the
Original Credit Agreement and in the Credit Documents, as heretofore amended.
D. The Lender is willing to consent to the requested increase in the
Commitment Amount and to the other requested changes in the Original Credit
Agreement and in the other Credit Documents, on the condition, among others,
that the Guarantors execute and deliver this Limited Guaranty Agreement (this
"Agreement").
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, and to induce
the Lender to enter into with the Borrower an Amended and Restated Credit
Agreement of even date herewith (the "Credit Agreement") and to extend
additional credit to the Borrower under the Credit Documents, the Guarantors
covenant and agree with the Lender as follows:
SECTION I. RULES OF CONSTRUCTION. This Agreement is subject to the
rules of construction set forth in the Credit Agreement.
SECTION II. DEFINITIONS. As used in this Agreement capitalized terms
not otherwise
defined herein have the meanings defined for them in the preamble to this
Agreement, in the Recitals hereto and in the Credit Agreement, and the term
"Maximum Guaranty Amount" means the maximum amount of the Guarantors' joint and
several liability to the Lender under this Agreement, which shall be an amount
equal to the sum of (1) the lesser of (A) the aggregate amount of the
Obligations outstanding upon the maturity thereof, whether by acceleration or
otherwise, and (B) $10,000,000, plus (2) interest on the amount determined under
clause (1) of this definition at the Default Rate from the date demand for
payment thereof is made by the Lender on the Guarantors or either of them until
payment in full under the terms of this Agreement, plus (3) any and all
enforcement expenses incurred by the Lender in enforcing the obligations of the
Guarantors or either of them under this Agreement as provided in Section 8.
SECTION III. GUARANTY OF OBLIGATIONS. Subject to the Maximum Guaranty
Amount, the Guarantors hereby, jointly and severally, guarantee to the Lender
the due and punctual payment of the Obligations, when and as the same shall
become due and payable (whether by acceleration or otherwise). Notwithstanding
anything to the contrary elsewhere contained in this Agreement, the maximum
aggregate liability of the Guarantors to the Lender under this Agreement shall
not exceed the Maximum Guaranty Amount; however, any payment made by either of
the Guarantors under this Agreement shall be effective to reduce or discharge
such Guarantor's liability hereunder only if accompanied by a written
transmittal document sent to the Lender at its address specified in or pursuant
to Section 13, advising the Lender that such payment is made under this
Agreement for such purpose.
SECTION IV. NATURE OF GUARANTY.
A. Subject to the Maximum Guaranty Amount, the guaranty provided for in
this Agreement is an absolute, unconditional, irrevocable, joint and several and
present guaranty of payment and not of collectibility and is in no way
conditioned upon or limited by: (1) any attempt to collect from the Borrower or
any other Obligor; or (2) the exercise of any other rights, powers or remedies
the Lender may have against any Obligor; or (3) any resort to any other
Property; or (4) whether any of the Obligations are enforceable against the
Borrower (including whether any interest and charges accruing after the filing
of a petition in bankruptcy may be enforceable); or (5) any other action,
occurrence or circumstance whatsoever.
B. If the Borrower shall fail to pay any of the Obligations, when and as
the same shall become due and payable, the Guarantors shall on demand forthwith
pay such Obligations, in lawful money of the United States immediately available
in Birmingham, Alabama, directly to the Lender at its address specified in or
pursuant to Section 13.
SECTION V. CREDIT DOCUMENTS. The Guarantors shall be bound by all the
provisions (including any provisions waiving notice and agreeing to pay costs
and expenses of collection in the event of default and any terms providing for
the ARBITRATION OF DISPUTES and preservation of foreclosure remedies) appearing
on the face of any of the Credit Documents just as though the Guarantors had
signed them. Without limiting the generality of the foregoing, the Guarantors
agree to be bound by Section 8.16 of the Credit Agreement, entitled
"ARBITRATION; DISPUTE RESOLUTION; PRESERVATION OF FORECLOSURE REMEDIES."
SECTION VI. NATURE OF OBLIGATIONS. Subject to the Maximum Guaranty
Amount, the obligations and liabilities of the Guarantors under this Agreement
are primary obligations of the Guarantors, are joint and several, absolute,
unconditional and irrevocable, shall not be subject to any counterclaim,
recoupment, set-off, reduction or defense based on any claim that the Guarantors
or either of them may have against the Lender (other than the defense of payment
or performance), any Obligor or any of their respective affiliates, and shall
remain in full force and effect until terminated in accordance with Section 16
(subject to reinstatement as provided in Section 17), without regard to, and
without being released, discharged, impaired, modified or in any way affected
by, the occurrence from time to time of any event, circumstance or condition,
including any one or more of the following, whether or not with notice to, or
the consent of, the Guarantors or either of them: (a) the invalidity or
unenforceability, in whole or in part, of any of the Credit Documents; (b) any
failure or refusal to give notice to the Guarantors or either of them of the
occurrence of any event of default under any of the Credit Documents; (c) any
modification, amendment or supplement (whether material or otherwise) of any
obligation, covenant or agreement contained in any of the Credit Documents or of
the terms of payment of any of the Obligations or the interest rate applicable
thereto; (d) any assignment or transfer (whether voluntarily or by operation of
law) of the Loan or of any of the Credit Documents or of any interest therein or
thereunder; (e) any compromise, settlement, release or termination of any of the
obligations or agreements of any Obligor under any of the Credit Documents;
(f) any waiver of the payment, performance or observance of any Obligor's
obligations or agreements under any of the Credit Documents; (g) any consent,
extension, indulgence or other action or inaction (including any lack of
diligence or failure to mitigate damages) with respect to any of the Credit
Documents, or any exercise or non-exercise of any right, power, remedy or
privilege with respect to any of the Credit Documents; (h) any failure or
omission to exercise any right, power, privilege or remedy under any of the
Credit Documents; (i) any extension of time for payment or performance of any of
the Obligations or any other obligations or agreements under any of the Credit
Documents; (j) any furnishing or accepting of additional Property, or any
release, modification, substitution, nonexistence, invalidity or lack of value
of any Property; (k) the death of, voluntary or involuntary liquidation,
reorganization or dissolution of, sale or other disposition of all or
substantially all the assets of, or the marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
merger, consolidation, other reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, any Obligor or any of
such Obligor's assets, or any action taken by any trustee, receiver, custodian
or other officer with similar powers (collectively, a "custodian") or by any
court in any such proceeding, or the disaffirmance, rejection or postponement in
any such proceeding of any Obligor's obligations under any of the Credit
Documents; (l) any failure of the Lender, upon the occurrence of any of the
events specified in Section 6(k), to file a claim or proof of claim or otherwise
pursue any of its remedies in any proceeding resulting from such event; (m) any
release or discharge (by act or omission of the Lender, operation of law or
otherwise) of any Obligor from the performance or observance of any obligation,
agreement or condition to be performed by such Obligor under any of the Credit
Documents; (n) any limitation on or exculpation from the liabilities or
obligations of any Obligor under any of the Credit Documents (whether pursuant
to the terms of any of the Credit Documents or otherwise), any termination,
cancellation, invalidity or unenforceability, in whole or in part, of any of the
Credit Documents or any limitation that may now or hereafter exist with respect
to any of the Credit Documents; (o) any failure on the part of any Obligor fully
to perform or to comply with any provision of any
of the Credit Documents; (p) any claim of the Guarantors against any Obligor;
(q) any understanding or agreement that any other person was or is to execute
this Agreement, any similar agreement or any of the Credit Documents or
otherwise become liable, in whole or in part, for any of the Obligations;
(r) any understanding or agreement that any other person was or is to grant any
Property, in whole or in part, to secure any of the Obligations; (s) any defense
or counterclaim that the Borrower may assert with respect to any of the
Obligations, including failure of consideration, breach of warranty, fraud,
statute of frauds, bankruptcy, infancy, statute of limitations, lender
liability, accord and satisfaction and usury; or (t) any other circumstance,
occurrence or condition, whether similar or dissimilar to any of the foregoing,
that might be raised in avoidance of, or in defense against an action to
enforce, the obligations of the Guarantors or either of them under this
Agreement, other than the defense of discharge by payment in full; PROVIDED,
THAT notwithstanding the foregoing, no material amendment, waiver or
modification that affects the Obligations may be made without the prior written
consent of the Guarantors.
SECTION VII. WAIVERS BY GUARANTORS. Each of the Guarantors, insofar as
such Guarantor's obligations under this Agreement are concerned and to the
extent not otherwise prohibited by applicable law:
A. unconditionally waives: (1) notice of the execution and delivery of
the Credit Documents; (2) notice of the Lender's acceptance of and reliance on
this Agreement or of the extension by the Lender to or for the account of the
Borrower of any loans, forbearances, advances, disbursements or other extensions
of credit included in the Obligations (including the Loan), or the payment by
any Obligor of any sums with respect to any of the Obligations; (3) notice of
any of the matters referred to in Section 6; (4) all notices required by
statute, rule of law or otherwise to preserve any rights against the Guarantors
or either of them hereunder, including any demand, proof or notice of
non-payment of any Obligation by any Obligor and notice of any failure on the
part of any Obligor to perform or comply with any provision of any of the Credit
Documents; (5) any right to the enforcement, assertion or exercise of any right,
power or remedy under or with respect to any of the Credit Documents; and (6)
any requirement that any Obligor be joined as a party to any proceeding for the
enforcement of any provision of the Credit Documents, any requirement of
diligence on the part of the Lender and any requirement on the part of the
Lender to mitigate any damages resulting from any non-payment of any Obligation
or any default or event of default under any of the Credit Documents; and
B. agrees that such Guarantor will not assert or attempt to enforce any
right that such Guarantor may now or hereafter have, whether at law, in equity
or otherwise (including any right of indemnity, contribution, reimbursement,
marshalling or subrogation), to recover from the Borrower, or from any other
person that may now or hereafter have such a right to recover from the Borrower,
any amounts paid by the Guarantors, or either of them, to satisfy, in whole or
in part, the Obligations, and such Guarantor hereby waives and relinquishes any
such right until the Obligations have been paid in full. This Section 7(b) is
for the benefit of the Borrower as well as the Lender and may be enforced by the
Borrower. Subject to the prior, final and indefeasible payment in full of all
Obligations and to the extent of payments received by the Lender from the
Guarantors on account of the Obligations, the Guarantors shall be subrogated to
the rights of the Lender to receive payments or distributions of cash, property
or securities of the
Borrower applicable to the Obligations.
SECTION VIII. ENFORCEMENT EXPENSES. The Guarantors shall, jointly and
severally, indemnify and hold harmless the Lender against any loss, liability or
expense, including reasonable attorneys' fees and disbursements and any other
fees and disbursements, that may result from any failure of the Guarantors or
either of them to pay any Obligation when and as due and payable hereunder or
that may be incurred by or on behalf of the Lender in enforcing any obligation
of the Guarantors or either of them hereunder.
SECTION IX. DELAY AND WAIVER BY LENDER. No delay in the exercise of, or
failure to exercise, any right, power or remedy accruing upon any default or
failure of the Guarantors or either of them in the performance of any obligation
under this Agreement shall impair any such right, power or remedy or shall be
construed to be a waiver thereof, but rather any such right, power or remedy may
be exercised from time to time and as often as the Lender deems expedient. In
order to entitle the Lender to exercise any right, power or remedy reserved to
it in this Agreement, it shall not be necessary to give any notice to the
Guarantors or either of them. If the Guarantors or either of them defaults in
the performance of any obligation hereunder, and such default is thereafter
waived by the Lender, such waiver shall be limited to the particular default so
waived. No waiver, amendment, release or modification of this Agreement shall
be established by conduct, custom or course of dealing, but solely by an
instrument in writing executed by a duly authorized officer of the Lender.
SECTION X. SUBMISSION TO JURISDICTION. Each of the Guarantors
irrevocably (a) acknowledges that this Agreement will be accepted by the Lender
and performed by the Guarantors in the State of Alabama; (b) submits to the
jurisdiction of each state or federal court sitting in Jefferson County, Alabama
(collectively, the "Courts") over any suit, action or proceeding arising out of
or relating to this Agreement (to enforce the arbitration provisions hereof or,
if the arbitration provisions are found to be unenforceable, to determine any
issues arising out of or relating to this Agreement) or any of the other Credit
Documents to which the Guarantors or either of them is now or hereafter a party
(individually, an "Agreement Action"); (c) waives, to the fullest extent
permitted by law, any objection or defense that said Guarantor may now or
hereafter have based on improper venue, lack of personal jurisdiction,
inconvenience of forum or any similar matter in any Agreement Action brought in
any of the Courts; (d) agrees that final judgment in any Agreement Action
brought in any of the Courts shall be conclusive and binding upon said Guarantor
and may be enforced in any other court to the jurisdiction of which said
Guarantor is subject, by a suit upon such judgment; (e) consents to the service
of process on said Guarantor in any Agreement Action by the mailing of a copy
thereof by registered or certified mail, postage prepaid, to said Guarantor at
said Guarantor's address designated in or pursuant to Section 13; (f) agrees
that service in accordance with Section 10(e) shall in every respect be
effective and binding on said Guarantor to the same extent as though served on
said Guarantor in person by a person duly authorized to serve such process; and
(g) AGREES THAT THE PROVISIONS OF THIS SECTION, EVEN IF FOUND NOT TO BE STRICTLY
ENFORCEABLE BY ANY COURT, SHALL CONSTITUTE "FAIR WARNING" TO SAID GUARANTOR THAT
THE EXECUTION OF THIS AGREEMENT MAY SUBJECT SAID GUARANTOR TO THE JURISDICTION
OF EACH STATE OR FEDERAL COURT SITTING IN JEFFERSON COUNTY, ALABAMA
WITH RESPECT TO ANY AGREEMENT ACTIONS, AND THAT IT IS FORESEEABLE BY SAID
GUARANTOR THAT SAID GUARANTOR MAY BE SUBJECTED TO THE JURISDICTION OF SUCH
COURTS AND MAY BE SUED IN THE STATE OF ALABAMA IN ANY AGREEMENT ACTIONS.
Nothing in this Section 10 shall limit or restrict the Lender's right to serve
process or bring Agreement Actions in manners and in courts otherwise than as
herein provided.
SECTION XI. SET-OFF. In addition to all liens upon, and rights of
set-off against, any moneys, securities or other property of the Guarantors or
either of them given to the Lender by law, the Lender shall have a lien upon and
a right of set-off against all moneys, securities and other property of the
Guarantors or either of them now or hereafter in the possession of, or on
deposit with, the Lender, whether held in a general or special account or
deposit, for safekeeping or otherwise; and every such lien and right of set-off
may be exercised without demand upon or notice to the Guarantors or either of
them.
SECTION XII. TOLLING OF STATUTE OF LIMITATIONS. Any act or circumstance
that shall toll any statute of limitations applicable to the Obligations shall
also toll the statute of limitations applicable to the liability of the
Guarantors for the Obligations under this Agreement.
SECTION XIII. NOTICES.
A. Any request, demand, authorization, direction, notice, consent, waiver
or other document provided or permitted by this Agreement to be made upon, given
or furnished to, or filed with, the Guarantors or either of them or the Lender
must (except as otherwise expressly provided in this Agreement) be in writing
and be delivered by one of the following methods: (1) by personal delivery at
the hand-delivery address specified below, (2) by first-class, registered or
certified mail, postage prepaid, addressed as specified below, or (3) sent by
facsimile transmission to the number specified below.
B. the hand-delivery address, mailing address and facsimile transmission
number for receipt of notice or other documents by the parties hereto are as
follows:
(i) Xxxx X. Xxxxx:
-------------
By hand or mail: c/o Metromedia Company
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By facsimile:
With a copy to: Metromedia Company
Xxx Xxxxxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
By facsimile: (000) 000-0000
(ii) XXXXXX XXXXXXXXX:
----------------
By hand or mail: c/o Metromedia Company
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By facsimile: (000) 000-0000
With a copy to: Metromedia Company
Xxx Xxxxxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: General Counsel
By facsimile: (000) 000-0000
(iii) LENDER:
------
By hand: XxXxxxx Xxxx
0xx Xxxxx, AmSouth-Sonat Tower
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: S. Xxxx Xxxxxxx
By mail: AmSouth Bank
X.X. Xxx 00000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: S. Xxxx Xxxxxxx
By facsimile: (000) 000-0000
Attention: S. Xxxx Xxxxxxx
With a copy to: J. Xxxx Xxxxx
Xxxxxxx, Xxxxxx & Xxxx, P.C.
0000 Xxxxx Xxxxxx Xxxxx
0000 XxXxxxx/Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
By facsimile: (000) 000-0000
Any of the parties hereto may change its or his address or number for receiving
any notice or other document by giving notice of the change to the other parties
named in this Section 13.
C. Any such notice or other document shall be deemed delivered when
actually received by the party to whom directed (in the case of the Lender, by
an executive officer thereof) at the address or number specified pursuant to
this Section 13, or, if sent by mail, three Business Days after such notice or
document is deposited in the United States mail, addressed as provided above.
D. Five Business Days' written notice to either Guarantor as provided
above shall constitute reasonable notification to such Guarantor when
notification is required by law; provided, however, that nothing contained in
the foregoing shall be construed as requiring five Business Days' notice if,
under applicable law and the circumstances then existing, a shorter period of
time would constitute reasonable notice.
SECTION XIV. SURVIVAL OF AGREEMENTS, ETC. All agreements,
representations and warranties of the Guarantors and each of them hereunder
shall survive the execution and delivery of this Agreement and the Credit
Documents, any investigation at any time made by or on behalf of the Lender, the
acceptance of the Credit Documents by the Lender and any disposition and payment
of the Credit Documents.
SECTION XV. HEIRS, SUCCESSORS AND ASSIGNS. All covenants and agreements
of each of the Guarantors set forth in this Agreement shall bind such Guarantor
and his heirs and assigns and shall inure to the benefit of, and be enforceable
by, the Lender and its successors and assigns, including any holder of any of
the Credit Documents.
SECTION XVI. TERMINATION. This Agreement shall remain in full force and
effect until the earlier to occur of the following events (a) all the
Obligations shall have been paid in full and the Lender shall have no obligation
to extend any further Credit to or for the account of the Borrower under the
Credit Documents or (b) the Guarantors shall have paid the Maximum Guaranty
Amount in full; subject, however, to the provisions of Section 17. Upon
termination of this Agreement, the Lender shall return the original of this
Agreement marked "Cancelled."
SECTION XVII. REINSTATEMENT OF OBLIGATIONS. This Agreement and the
obligations of the Guarantors and of each of them hereunder shall continue to be
effective, or be automatically reinstated, as the case may be, if at any time
payment of any of the Obligations by any Obligor is rescinded or must otherwise
be restored or returned to such Obligor (or paid to the creditors of such
Obligor or to any custodian for such Obligor or any of the property thereof)
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
such Obligor, or upon or as a result of the appointment of a custodian with
respect to such Obligor or with respect to any part of the property thereof, or
otherwise, all as though such payment had not been made.
SECTION XVIII. MISCELLANEOUS. Neither this Agreement nor any provision
hereof may be terminated, amended, supplemented, waived, released or modified
orally, but only by an instrument in writing signed by the party (in the case of
the Lender, by a duly authorized officer thereof) against which the enforcement
of the termination, amendment, supplement, waiver, release or modification is
sought. This Agreement shall in all respects be governed by, and construed and
enforced in accordance with, Title 9 of the U.S. Code and the laws of the State
of Alabama (without regard to conflict of law principles). If any provision of
this Agreement or
any obligation hereunder shall be held to be invalid, illegal or unenforceable,
the remainder of this Agreement and any other application of such provision
shall not be affected thereby. The section headings of this Agreement are for
convenience only, and shall not modify, define, limit or expand the express
provisions hereof. This Agreement may be executed in several counterparts, each
of which shall be deemed an original but all of which together shall constitute
one instrument, and it shall not be necessary in making proof hereof to produce
or account for more than one such counterpart. This Agreement is executed under
the seal of each of the Guarantors. NO SUCH WRITTEN AMENDMENT, MODIFICATION OR
SUPPLEMENT THAT WOULD (A) INCREASE THE PRINCIPAL AMOUNT OF OR RATE OF INTEREST
ON THE OBLIGATIONS, (B) INCREASE THE AMOUNT OR RATE OF ANY FEE PAYABLE UNDER
SECTION 2.6(b) OR (c) OF THE CREDIT AGREEMENT, (C) EXCEPT AS MAY BE OTHERWISE
SPECIFICALLY PROVIDED IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, RELEASE
ALL OR SUBSTANTIALLY ALL OF THE PROPERTY, OR (D) WAIVE AN EVENT OF DEFAULT UNDER
ANY CREDIT DOCUMENT, SHALL BE EFFECTIVE BETWEEN THE PARTIES THERETO UNLESS
CONSENTED TO IN WRITING BY THE GUARANTORS.
SECTION XIX. REPRESENTATIONS AND WARRANTIES. The Guarantors hereby
represent and warrant to the Lender, to induce the Lender to accept this
Agreement, as follows:
A. NO LEGAL BAR. The execution, delivery and performance of this
Agreement will not violate any Governmental Requirement or any indenture,
agreement or other instrument to which the Guarantors, or either of them, is a
party and will not result in, or require, the creation or imposition of any Lien
on any of their respective properties or revenues pursuant to any such
Governmental Requirement or indenture, agreement or instrument.
B. NO MATERIAL LITIGATION. No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Guarantors, threatened by or against the Guarantors, or either
of them, or against any of their respective properties or revenues with respect
to this Agreement.
C. NET WORTH. The Guarantors have a combined net worth in excess of
$1,000,000,000.
D. LIABILITIES. The combined Total Liabilities of the Guarantors are not
in excess of $200,000,000. As used herein the term "Total Liabilities" shall
mean the total liabilities of the Guarantors, including all character of debt
and obligation, present, current, future, fixed, absolute, contingent or likely.
E. ASSETS. The Guarantors have combined and unencumbered cash and cash
equivalents (as determined in accordance with generally accepted accounting
principles) of at least $400,000,000 (the "Liquid Assets"). At least
seventy-five percent (75%) of the Liquid Assets are direct obligations of, or
obligations the full and timely payment of which is fully and unconditionally
guaranteed by, the United States of America.
F. INVESTIGATION. The Guarantors are fully aware of the financial
condition of the Borrower and are executing and delivering this Agreement based
solely upon the Guarantors' own independent investigation of all matters
pertinent thereto, and the Guarantors are not relying in any manner upon any
representation or statement of the Lender.
The representations and warranties in subsections (a) through (e) above are
continuing representations and warranties of the Guarantors, and the Guarantors
covenant to provide the Lender with immediate written notice if any such
representation or warranty is no longer true.
SECTION XX. COVENANTS OF GUARANTORS. The Guarantors agree that until
payment in full of all of the Obligations and the termination of this Agreement
in accordance with Section 16 hereof, each of the Guarantors will furnish to the
Lender, as soon as practical, from time to time, such information regarding the
financial condition of such Guarantor as the Lender may reasonably request.
SECTION XXI. BRIDGE LOAN REPAID. By acceptance of this Agreement the
Lender acknowledges that the Bridge Loan (as defined in the Original Credit
Agreement) has been paid in full and that the Bridge Guaranty (as defined in the
Original Credit Agreement) has been terminated, subject to the provisions of
Section 17 of the Bridge Guaranty.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, each of the Guarantors has executed this Agreement on
the date of the acknowledgment of said Guarantor's signature set forth below,
although this Agreement is dated as of November 12, 1997, for purposes of
convenient reference.
________________________________
XXXX X. XXXXX, individually
STATE OF ________ )
)
________ COUNTY )
I, the undersigned authority, a Notary Public in and for said County in
said State, hereby certify that XXXX X. XXXXX, whose name is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this day
that, being informed of the contents of said instrument, he has executed the
same voluntarily on the date of this acknowledgment.
Given under my hand and official seal, this the _____ day of November,
1997.
________________________________
Notary Public
[AFFIX SEAL]
My commission expires: ________________________
________________________________
XXXXXX XXXXXXXXX, individually
STATE OF ________ )
)
________ COUNTY )
I, the undersigned authority, a Notary Public in and for said County in
said State, hereby certify that XXXXXX XXXXXXXXX, whose name is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this day
that, being informed of the contents of said instrument, he has executed the
same voluntarily on the date of this acknowledgment.
Given under my hand and official seal, this the _____ day of November,
1997.
________________________________
Notary Public
[AFFIX SEAL]
My commission expires: ________________________
