EXHIBIT 1.2
OAK GUARANTY
GUARANTY, executed as of this 26th day of February, 1996 (the "Guaranty"),
by OAK INDUSTRIES INC., a Delaware corporation ("Oak"), in favor of
TELEMUNDO OF CHICAGO, INC., a Delaware corporation (the "Buyer").
Reference is made to that certain Agreement to Purchase NST Venture
Interest and Capital Stock, dated as of November 8, 1995, among National
Subscription Television of Chicago Inc., an Illinois corporation, the
stockholders of Harriscope of Chicago, Inc., an Illinois corporation, and
Buyer (the "Agreement"), and to Section 7.6(c) of the Agreement, which
contemplates the guaranty by Oak of the obligations of NST under Section
9.1 of the Agreement. Capitalized terms used and not defined herein shall
have the meanings ascribed to such terms in the Agreement.
Oak hereby guarantees to the Buyer the prompt and complete payment and
performance when due of NST's obligations under Section 9.1 (subject to the
limitations of indemnification of Section 9.2) of the Agreement.
Any obligation of Oak hereunder shall be subject to the same rights, if
any, including those of set off and counterclaim, against the Buyer as are
available to NST.
Oak represents and warrants that Oak is a corporation duly organized and
validly existing and in good standing under the laws of Delaware, has all
requisite power and authority to enter into and perform its obligations
under this Guaranty, that all corporate action necessary on the part of Oak
to authorize the execution, delivery and performance of this Guaranty has
been duly and validly taken, and that this Guaranty is the valid and
binding obligation of Oak, enforceable in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, moratorium
or other laws relating to or affecting creditors' rights generally and the
exercise of judicial discretion in accordance with general equitable
principles. Oak acknowledges that the provision of this Guaranty by Oak is
necessary to induce the Buyer to consummate the transactions contemplated
by the Agreement, that Oak is being directly and indirectly benefitted by
the consummation of the transactions contemplated by the Agreement, and Oak
acknowledges the receipt of good, valuable and sufficient consideration in
support of the provision of this Guaranty.
Oak hereby waives all notices, demands, presentments and protests of
whatsoever nature to which Oak might otherwise be entitled, and agrees that
no delay by the Buyer in exercising any rights hereunder, or failure to
exercise the same, shall operate as a waiver of such rights. The Buyer
agrees to notify Oak, at the same time or as soon as practicable after
notifying NST, of any Claim for which it is seeking indemnification from
NST; provided that the failure to give such notice shall not affect Oak's
obligations hereunder except and only to the extent that Oak shall have
been materially and actually prejudiced as a result of such failure. Oak
agrees that this Guaranty is primary and that the Buyer shall not be
required to seek performance from NST under Section 9.1 of the Agreement
before seeking performance from Oak.
Oak agrees that it will remain bound upon this Guaranty notwithstanding any
amendments, modifications or changes to or in the Agreement.
The total liability of Oak under this Guaranty shall not exceed the limits
contemplated by Section 9 of the Agreement, and this Guaranty shall have a
term of six years from the date hereof (which shall be extended in the
event a Claim or threatened Claim is pending (for which NST has been given
notice on or before the end of the applicable expiration period in the
Agreement) at the end of such six year period which is not resolved prior
to the end of such six year period). This Guaranty shall not be deemed to
extend the expiration periods set forth in Section 9 of the Agreement.
The obligations of Oak hereunder shall not extend to any successor or
assignee of the Buyer, except and to the extent that a person or entity
shall have succeeded to the Buyer's rights under the Agreement as
contemplated by and in accordance with the Agreement.
Any notices, demands, consents, agreements, requests or other
communications which may be or are required to be given, served or sent by
any party to any other party or obtained from any party pursuant to this
Guaranty must be in writing and must be (i) mailed by first-class United
States mail, registered or certified, return receipt requested, postage
prepaid, (ii) hand delivered personally by independent courier, or (iii)
transmitted by telecopier addressed as follows:
To the Buyer: Telemundo of Chicago, Inc.
c/o Telemundo Group, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Telecopier No.: (000) 000-0000
To Oak: Oak Industries Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel
Telecopier No.: (000) 000-0000
Unless otherwise specified herein, such notices or other communications
shall be deemed received (a) on the date delivered, if delivered personally
or by telecopier (with receipt confirmed); or (b) three (3) business days
after being sent, if sent by registered or certified mail.
This Guaranty shall be binding on all successors and shall be governed by
the laws of the Commonwealth of Massachusetts without regard to the
conflicts of laws provisions
thereof.
OAK INDUSTRIES INC.
By:
Name:
Title:
