Exhibit 99.1
LIMITED GUARANTY AGREEMENT
THIS LIMITED GUARANTY AGREEMENT (this "Guaranty") is made this ____ day
of November, 1998, by METROMEDIA INTERNATIONAL GROUP, INC., a corporation
organized under the laws of the State of Delaware ("Guarantor"), in favor of
FLEET CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as
collateral and administrative agent (together with its successors in such
capacity, "Agent") for each of the lenders ("Lenders" and collectively with
Agent, the "Guaranteed Parties") now or hereafter parties to the Loan Agreement
(as defined below).
PREAMBLE
Agent, Lenders and SNAPPER, INC., a Georgia corporation ("Debtor"), are
parties to a certain Loan and Security Agreement dated the date hereof (as at
any time amended, modified, renewed or extended, the "Loan Agreement"), pursuant
to which Lenders have agreed to make Loans and other extensions of credit to or
for the benefit of Debtor on the terms and subject to all of the conditions set
forth in the Loan Agreement. Capitalized terms used in this Guaranty, unless
otherwise defined herein, shall have the meaning ascribed to them in the Loan
Agreement.
A condition to Lenders' extension of any credit to Debtor under the
Loan Agreement is the execution and delivery of this Guaranty by Guarantor. To
induce Lenders to make Loans and extend credit to Debtor under the Loan
Agreement in accordance with the terms thereof, Guarantor has agreed to execute
and deliver and be bound by the terms of this Guaranty.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid and in order to
induce Lenders to make Loans or otherwise extend credit from time to time to
Debtor in accordance with the terms of the Loan Agreement, and for other good
and valuable consideration, the receipt and sufficiency of all of which is
hereby acknowledged, Guarantor hereby unconditionally and absolutely guarantees
to each of the Guaranteed Parties (and their respective successors and assigns)
the due and punctual payment, performance and discharge (whether upon stated
maturity, demand, acceleration or otherwise in accordance with the terms
thereof) of the principal of and interest on all Loans and other Obligations
(including LC Outstandings) of Debtor to any or all of the Guaranteed Parties
(including any portion thereof nominally held by any Guaranteed Party on behalf
of others who have acquired participation interests in any of such Obligations),
whether arising under the Loan Agreement or any of the other Loan Documents and
regardless of
whether recovery upon any of such Loans or other Obligations becomes barred by
any statute of limitations, is void or voidable under any law relating to
fraudulent obligations or otherwise, or is or becomes invalid or unenforceable
for any other reason (all such Loans and other Obligations being hereinafter
referred to collectively as the "Guaranteed Obligations"). Without limiting the
generality of the foregoing, the term "Guaranteed Obligations" shall include all
reasonable attorneys' fees incurred by any of the Guaranteed Parties in any
Insolvency Proceeding of Debtor or any other Obligor and any interest, fees or
other charges accruing under any of the Loan Documents in any such Insolvency
Proceeding, whether or not any of the same are recoverable from Debtor or such
other Obligor estate under 11 U.S.C. Section 506. IN NO EVENT, HOWEVER, SHALL
GUARANTOR'S LIABILITY UNDER THIS GUARANTY EXCEED THE MAXIMUM LIABILITY AMOUNT
(AS DEFINED BELOW). THE "MAXIMUM LIABILITY AMOUNT" SHALL BE AN AMOUNT EQUAL TO
THE SUM OF (A) THE APPLICABLE PRINCIPAL CAP ON THE PAYMENT DUE DATE (AS THOSE
TERMS ARE DEFINED BELOW), PLUS (B) INTEREST ON THE UNPAID BALANCE OF THE
APPLICABLE PRINCIPAL CAP, FROM AND AFTER THE PAYMENT DUE DATE UNTIL THE
APPLICABLE PRINCIPAL CAP IS PAID IN FULL, AT A PER ANNUM RATE EQUAL TO THE
DEFAULT RATE APPLICABLE FROM TIME TO TIME FOR BASE RATE LOANS (CALCULATED AND
DETERMINED IN ACCORDANCE WITH THE LOAN AGREEMENT) AND (C) ALL COSTS AND
ATTORNEYS' FEES INCURRED BY THE GUARANTEED PARTIES IN ENFORCING THE TERMS OF
THIS GUARANTY. THE TERM "APPLICABLE PRINCIPAL CAP" SHALL MEAN (X) $10,000,000 IF
THE PAYMENT DUE DATE OCCURS PRIOR TO THE OCCURRENCE OF A SPECIFIED DEFAULT AND
(Y) $15,000,000 IF THE PAYMENT DUE DATE OCCURS CONCURRENTLY WITH OR AFTER THE
OCCURRENCE OF A SPECIFIED DEFAULT. THE TERM "PAYMENT DUE DATE" SHALL MEAN THE
EARLIEST TO OCCUR OF (I) THE DATE ON WHICH AN EVENT OF DEFAULT OCCURS UNDER
SECTION 11.1.10 OF THE LOAN AGREEMENT, (II) THE DATE ON WHICH AN EVENT OF
DEFAULT OCCURS UNDER SECTION 11.1.16 OF THE LOAN AGREEMENT, OR (III) THE DATE ON
WHICH AGENT MAKES WRITTEN DEMAND FOR PAYMENT BY GUARANTOR UNDER THIS GUARANTY ON
OR AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT (WHETHER OR NOT CONSTITUTING A
SPECIFIED DEFAULT). A "SPECIFIED DEFAULT" SHALL MEAN (A) ANY EVENT OF DEFAULT OF
THE TYPE DESCRIBED IN SECTIONS 11.1.2 (MATERIAL MISREPRESENTATION), 11.1.10
(INSOLVENCY PROCEEDINGS) OR 11.1.16 (REPUDIATION OF GUARANTY) OF THE LOAN
AGREEMENT AND (B) ANY BREACH OF ANY COVENANT CONTAINED IN SECTION 9.3 (FINANCIAL
COVENANTS) OF THE LOAN AGREEMENT, BUT ONLY AFTER 90 DAYS HAVE ELAPSED FROM THE
OCCURRENCE OF SUCH BREACH WITHOUT THE REQUIRED LENDERS, IN THEIR SOLE
DISCRETION, HAVING WAIVED SUCH EVENT OF DEFAULT IN WRITING, OR (C) BORROWER'S
FAILURE TO PAY ANY OF THE OBLIGATIONS ON THE DUE DATE THEREOF (WHETHER DUE AT
STATED MATURITY, ON DEMAND, UPON ACCELERATION OR OTHERWISE), INCLUDING
BORROWER'S FAILURE TO PAY ANY OF THE OBLIGATIONS AFTER AN
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ACCELERATION OF THE MATURITY THEREOF PURSUANT TO SECTION 11.2 OF THE LOAN
AGREEMENT AS THE RESULT OF BORROWER'S BREACH OF ANY COVENANT CONTAINED IN
SECTION 9.3 (FINANCIAL COVENANTS) OF THE LOAN AGREEMENT. PAYMENT HEREUNDER SHALL
BE DUE AND PAYABLE, AND SHALL BE PAID BY GUARANTOR, ON THE PAYMENT DUE DATE,
WITHOUT FURTHER NOTICE TO OR DEMAND UPON GUARANTOR.
GUARANTOR HEREBY WAIVES: notice of acceptance hereof; notice of any
Loans or other extensions of credit from time to time made by any of the
Guaranteed Parties to Debtor and the creation or existence of any Guaranteed
Obligations; notice of the amount of Guaranteed Obligations from time to time,
subject to Guarantor's right to make inquiry of Agent to ascertain the amount of
Guaranteed Obligations at any reasonable time; notice of any adverse change in
Debtor's financial condition or of any other fact which might increase
Guarantor's risk; notice of presentment for payment, demand, protest and notice
thereof as to any Note or other instrument; notice of any Default, Event of
Default or acceleration and all other notices and demands to which Guarantor
might otherwise be entitled under Applicable Law; any right Guarantor may have
under Applicable Law to require any or all of the Guaranteed Parties to
institute suit against Debtor or any other Obligor after notice or demand from
Guarantor or to seek recourse first against Debtor or others, or to realize upon
any security for the Guaranteed Obligations, as a condition to enforcing
Guarantor's liability and obligations hereunder; any defense that Debtor may at
any time assert based upon the statute of limitations, the statute of frauds,
failure of consideration, fraud, bankruptcy, lack of legal capacity, usury, or
accord and satisfaction; any defense that other indemnity, guaranty or security
was to be obtained; any defense or claim that any Person purporting to bind
Debtor to the payment of Guaranteed Obligations did not have actual or apparent
authority to do so; and any right to contest the commercial reasonableness of
the disposition of any or all Collateral. Guarantor further waives any right
Guarantor may have under Applicable Law to any right to appraisement, valuation,
stay of execution, or notice of election to declare due the amount of any
Guaranteed Obligations or with regard to Agent's enforcement of any Lien or
other interest any Guaranteed Party may hold in any Property of Debtor.
If an Event of Default shall occur, then, whether or not any of the
Guaranteed Obligations is then due and payable or the maturity thereof has been
accelerated or demand for payment thereof from Debtor has been made, Agent may
(and shall at the direction of the Required Lenders), without notice to or
demand upon Guarantor, make the Guaranteed Obligations (not to exceed the
Maximum Liability Amount) immediately due and payable hereunder as to Guarantor
and the Guaranteed Parties shall be entitled to enforce the obligations of
Guarantor hereunder.
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Each of the Guaranteed Parties shall have a Lien upon or right of
set-off to any and all credits and any and all other Property of Guarantor, now
or at any time whatsoever with or in the possession of such Guaranteed Party or
any Person holding for such Guaranteed Party as security for any and all
Guaranteed Obligations, no matter how or when arising and whether under this or
any other instrument or agreement or otherwise.
The obligations of Guarantor under this Guaranty are absolute and
unconditional, irrespective of the validity, legality or enforceability of any
of the Loan Documents and, to the fullest extent permitted by Applicable Law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of the parties that the obligations of Guarantor hereunder
shall be absolute and unconditional under any and all circumstances. Without
limiting the generality of the foregoing, Guarantor consents and agrees that,
without notice to or by Guarantor and without affecting or impairing the
liability or obligations of Guarantor hereunder, any or all of the Guaranteed
Parties may: compromise or settle, extend the period of duration or the time for
the payment, discharge or performance of any of the Guaranteed Obligations or
increase the amount of the Guaranteed Obligations; refuse to enforce, or release
all or any Obligors or other Persons liable for the payment of any of the
Guaranteed Obligations; increase, decrease or otherwise alter the rate of
interest payable with respect to any of the Guaranteed Obligations or grant
other indulgences to Debtor in respect thereof; amend or modify in any manner,
or terminate or release, any Loan Documents or other agreements now or hereafter
evidencing, securing or otherwise relating to any of the Guaranteed Obligations
(other than this Guaranty); release, surrender, exchange, modify or impair any
and all Collateral or other Property at any time securing (directly or
indirectly) any of the Guaranteed Obligations or on which any of the Guaranteed
Parties at any time may have a Lien; extend the time of payment of any
Collateral consisting of Accounts, Instruments, Chattel Paper or other rights to
the payment of money; refuse to enforce its rights, or make any compromise or
settlement or agreement therefor, in respect of any and all of such Collateral
and other Property, or with any Person liable for any of the Guaranteed
Obligations, or with any other Person whatsoever; or release or substitute any
one or more of the endorsers or guarantors of the Guaranteed Obligations.
None of the Guaranteed Parties shall be under any obligation to
xxxxxxxx any assets in favor of Guarantor or against or in payment of any or all
of the Guaranteed Obligations. Guarantor shall pay all expenses incurred by any
or all of the Guaranteed Parties in connection with enforcement of Guaranteed
Parties' rights under this Guaranty, including court costs, collection charges
and reasonable attorneys' fees. If and to the extent any Guaranteed Party
receives any payment on account of any of the Guaranteed Obligations (whether
from Debtor or any other Obligor or
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from the sale or other disposition of any Collateral) and such payment or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, receiver or any
other Person in any Insolvency Proceeding, then the part of the Guaranteed
Obligations intended to be satisfied shall be revived and continued in full
force and effect as if said payment had not been made. The foregoing provisions
of this paragraph shall survive the termination or revocation of this Guaranty.
Any and all present and future debts and obligations of Debtor to
Guarantor are hereby waived and postponed in favor of and subordinated to the
full payment of the Guaranteed Obligations to the extent provided in the Debt
Subordination Agreement among Guarantor, Debtor and Agent, dated as of the date
hereof. The provisions of this Guaranty shall be supplemental to and not in
derogation of any rights and remedies of the Guaranteed Parties or any affiliate
of the Guaranteed Parties under any separate subordination agreement that the
Guaranteed Parties or such affiliate may at any time or from time to time enter
into with Guarantor.
Guarantor represents, warrants and covenants to the Guaranteed Parties,
as an inducement to the Guaranteed Parties to make Loans or otherwise grant
credit to Debtor under the Loan Documents, that, as of the date of this
Guaranty, the fair saleable value of Guarantor's assets exceeds Guarantor's
liabilities; Guarantor is meeting current liabilities as they mature; there are
not now pending any material court or administrative proceedings(other than as
disclosed in Guarantor's Form 10-Q for the quarter ended June 30, 1998)or
undischarged judgments against Guarantor and no federal or state tax Liens have
been filed or threatened against Guarantor nor is Guarantor in default or
claimed default under any agreement for borrowed money; Guarantor is duly
authorized to execute and deliver this Guaranty, and the person signing on its
behalf below has been duly authorized to do so by the board of directors of
Guarantor; and this Guaranty is a valid, binding and lawful obligation of
Guarantor, enforceable against Guarantor in accordance with the terms hereof
except as the enforceability thereof may be limited by bankruptcy, insolvency or
other similar laws of general application affecting the enforcement of
creditors' rights and general equitable principles. Guarantor shall immediately
give the Guaranteed Parties written notice of any material adverse change in
Guarantor's financial condition, including litigation commenced, tax liens
filed, defaults claimed under Guarantor's indebtedness for borrowed money or
Insolvency Proceedings commenced by or against Guarantor. Guarantor shall at
such reasonable times as the Guaranteed Parties request furnish Guarantor's
current financial statements to the Guaranteed Parties and such other
information as such Parties may reasonably request in order to evaluate the
financial condition of Guarantor; PROVIDED, HOWEVER, that so long as Guarantor
is subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, the foregoing
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requirement shall be satisfied by the delivery to the Guarantied Parties by
Guarantor of copies of Guarantor's Annual Report on Form 10-K and its Quarterly
Report of Form 10-Q. Guarantor shall preserve and maintain its corporate
existence and all of its material rights, privileges and franchises and will not
reorganize or consolidate with or merge into any other Person without the
written consent of the Required Lenders (which consent shall not be unreasonably
withheld) and unless the continuing or surviving Person assumes as primary
obligor the obligations of Guarantor under this Guaranty, pursuant to
documentation in form and substance acceptable to Agent, nor dispose of (whether
in one transaction or a series of transactions) all or any substantial part of
its Property, whether now owned or hereafter acquired.
This Guaranty is a primary and original obligation of Guarantor and is
an absolute, unconditional and continuing guaranty of payment of all of the
Guaranteed Obligations (not to exceed the Maximum Liability Amount) and not of
collectibility of such Guaranteed Obligations only, and shall remain in full
force and effect until all of the Guaranteed Obligations have been paid in full
and the Commitments have been terminated, without regard to future changes in
conditions, including change of law or any invalidity or irregularity with
respect to the issuance of any obligations of Debtor to the Guaranteed Parties
or with respect to the execution and delivery of any agreement between Debtor
and the Guaranteed Parties. This Guaranty shall be in addition to any other
present or future guaranty or other security for any of the Guaranteed
Obligations, shall not be prejudiced or unenforceable by the invalidity of any
such other guaranty or security and is not conditioned upon or subject to the
execution by any other Person of this Guaranty or any other guaranty or
suretyship agreement. The liability of Guarantor under this Guaranty shall not
be contingent upon the exercise or enforcement by any of the Guaranteed Parties
of any remedies that any or all of them may have against Debtor or any other
Obligor or the enforcement of any Lien or realization upon any Collateral in
which any or all of the Guaranteed Parties may at any time possess a Lien.
The Guaranteed Parties shall have the right to seek recourse against
Guarantor to the full extent provided for herein and in any other document or
instrument evidencing any obligations of Guarantor to the Guaranteed Parties,
and against Debtor to the full extent provided for in the Loan Documents. No
election to proceed in one form of action or proceeding, or against any Obligor,
or on any obligation, shall constitute a waiver of any Guaranteed Party's right
to proceed in any other form of action or proceeding or against any other
Obligor unless such Guaranteed Party has expressly waived such right in writing.
Guarantor is fully aware of the financial condition of Debtor.
Guarantor delivers this Guaranty based solely upon Guarantor's own independent
investigation and in no part upon any representation or statement of the
Guaranteed Parties with respect thereto.
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Guarantor is in a position to and hereby assumes full responsibility for
obtaining any additional information concerning Debtor's financial condition as
Guarantor may deem material to Guarantor's obligations hereunder and Guarantor
is not relying upon, nor expecting the Guaranteed Parties to furnish Guarantor,
any information in any Guaranteed Party's possession concerning Debtor's affairs
or financial condition. Guarantor hereby knowingly accepts the full range of
risks encompassed within a contract of "guaranty," which risks include, without
limitation, the possibility that Debtor will contract additional Guaranteed
Obligations for which Guarantor may be liable hereunder after Debtor's financial
condition or ability to pay its lawful debts when they fall due has
deteriorated.
If for any reason Debtor has no legal existence or is under no legal
obligation to discharge any of the Guaranteed Obligations, or if any of the
Guaranteed Obligations have become unrecoverable from Debtor by reason of any
Insolvency Proceeding of Debtor or by other operation of law or for any other
reason, this Guaranty shall nevertheless be binding on Guarantor up to the
Maximum Liability Amount to the same extent as if Guarantor had at all times
been the principal obligor on all such Guaranteed Obligations. In the event that
acceleration of the time for payment of any of the Guaranteed Obligations is
stayed upon the commencement of any Insolvency Proceeding or for any other
reason, all such amounts otherwise subject to acceleration under the terms of
any instrument or agreement evidencing or securing the payment of the Guaranteed
Obligations or otherwise executed in connection therewith shall be immediately
due and payable by Guarantor up to the Maximum Liability Amount.
To the fullest extent permitted by Applicable Law, Guarantor waives any
right that Guarantor may have to terminate or revoke this Guaranty. If
notwithstanding the foregoing waiver, Guarantor shall nevertheless have any
right under Applicable Law to terminate or revoke this Guaranty, Guarantor
agrees that such termination or revocation shall not be effective as to a
Guaranteed Party until a written notice of such termination or revocation,
specifically referring to this Guaranty and signed by Guarantor, is actually
received by an officer of such Guaranteed Party who is familiar with Debtor's
account with such Guaranteed Party and this Guaranty; but any such termination
or revocation shall not affect or impair the obligation of Guarantor or
Guarantor's successors or assigns with respect to any of the Guaranteed
Obligations owing to such Guaranteed Party and existing at the time of the
receipt by such Guaranteed Party of such revocation or to arise out of or in
connection with any transactions theretofore entered into by such Guaranteed
Party with or for the account of Debtor. If any Guaranteed Party makes Loans or
grants other extensions of credit to or for the benefit of Debtor or takes other
action after the termination or revocation by Guarantor but prior to such
Guaranteed Party's actual receipt of such written notice of termination or
revocation, then the rights of such Guaranteed Party with respect
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to such Guaranteed Obligations shall be the same as if such termination or
revocation had not occurred.
Guarantor agrees that all the rights, benefits and privileges herein
and hereby conferred upon each of the Guaranteed Parties shall vest in and be
enforceable by such Guaranteed Party and its successors and assigns. Guarantor
further agrees that all obligations and duties herein shall be binding upon
Guarantor and upon Guarantor's successors and assigns.
All sums payable to the Guaranteed Parties hereunder, whether of
principal, interest, fees, expenses or otherwise, shall be paid in full up to
the Maximum Liability Amount and in Dollars, without deduction, offset or
counterclaim, and free and clear of any Taxes or other charges, all of which
will be for the account of, and paid in full when due by, Guarantor.
Any provision of this Guaranty that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and without affecting the validity or enforceability
of such provision in any other jurisdiction. To the extent any performance of
this Guaranty would violate any applicable usury statute or other Applicable
Law, the obligation to be fulfilled shall be reduced to the limit legally
permitted, so that this Guaranty shall not require any performance in excess of
the limit legally permitted, but such obligations shall be fulfilled to the
limit of the legal validity. The provisions of the paragraph shall control every
other provision of this Guaranty.
This Guaranty, all acts and transactions hereunder and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
according to the internal laws of the State of Georgia, and is intended to take
effect as a sealed instrument under Georgia law. As part of the consideration
for the Guaranteed Parties' making Loans or otherwise granting credit to Debtor,
Guarantor hereby agrees that all actions, suits or proceedings arising directly
or indirectly hereunder may, at the option of any Guaranteed Party, be litigated
in any court having situs within the State of Georgia, and Guarantor hereby
expressly consents to the jurisdiction of the Superior Court of Xxxxxx County,
Georgia, or, at Agent's option, the United States District Court for the
Northern District of Georgia, and consents that any service of process in such
action or proceedings may be made by personal service upon Guarantor wherever
Guarantor may be then located, or by certified or registered mail directed to
Guarantor at Guarantor's last known address. This Guaranty may be enforced by
any Guaranteed Party with respect to the Guaranteed Obligations owing to it,
without the necessity of joinder of any other Person (including any other
Obligor) in any action, suit or other proceeding commenced by such Guaranteed
Party. Agent may, on behalf of all Guaranteed Parties, commence any action, suit
or other proceeding to enforce
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this Guaranty on behalf of all Guaranteed Parties, and any amounts recovered
from Guarantor in connection with any such action, suit or other proceeding
shall be distributed by Agent to and among the Guaranteed Parties in accordance
with the terms of the Loan Agreement.
This Guaranty expresses the entire understanding of the parties hereto
with respect to the subject matter hereof and may not be changed orally, and no
obligation of Guarantor can be released or waived by the Guaranteed Parties or
any officer or agent of the Guaranteed Parties, except by a writing signed by
duly authorized officers of Agent and the Required Lenders (except under
circumstances when the written consent of all Lenders is required by the Loan
Agreement).
UNTIL ALL OF THE GUARANTEED OBLIGATIONS HAVE BEEN PAID IN FULL AND THE
COMMITMENTS HAVE BEEN TERMINATED, GUARANTOR SHALL HAVE NO CLAIM, RIGHT OR REMEDY
(WHETHER OR NOT ARISING IN EQUITY, BY CONTRACT OR APPLICABLE LAW) AGAINST DEBTOR
OR ANY OTHER PERSON BY REASON OF GUARANTOR'S PAYMENT OR OTHER PERFORMANCE
HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GUARANTOR HEREBY
SUBORDINATES TO THE FULL AND FINAL PAYMENT OF THE GUARANTEED OBLIGATIONS ANY AND
ALL LEGAL OR EQUITABLE RIGHTS OR CLAIMS THAT GUARANTOR MAY HAVE TO
REIMBURSEMENT, SUBROGATION, INDEMNITY AND EXONERATION AND AGREES THAT UNTIL ALL
OF THE GUARANTEED OBLIGATIONS HAS BEEN PAID IN FULL AND THE LOAN AGREEMENT HAS
BEEN TERMINATED, GUARANTOR SHALL HAVE NO RECOURSE TO ANY ASSETS OR PROPERTY OF
DEBTOR (INCLUDING ANY ASSETS SECURING ANY OF THE GUARANTEED OBLIGATIONS) AND NO
RIGHT OF RECOURSE AGAINST OR CONTRIBUTION FROM ANY OTHER PERSON IN ANY WAY
DIRECTLY OR CONTINGENTLY LIABLE FOR ANY OF THE GUARANTEED OBLIGATIONS, WHETHER
ANY OF SUCH RIGHTS ARISE UNDER CONTRACT, IN EQUITY OR UNDER APPLICABLE LAW.
As used herein, all references to the term "Guarantor" shall mean
Guarantor and Guarantor's successors and assigns (including any receiver,
trustee or custodian for Guarantor or any of its assets or Guarantor in its
capacity as debtor or debtor-in-possession under the United States Bankruptcy
Code); all references to the term "the Guaranteed Parties" shall mean each of
the Guaranteed Parties and its successors and assigns and all references to the
term "Debtor" shall mean Debtor and its successors and assigns (including any
receiver, trustee or custodian for Debtor or any of its assets or Debtor in its
capacity as debtor or debtor-in-possession under the United States Bankruptcy
Code); all references to the plural shall also mean the singular, and all
references to the singular shall also mean the plural; and all references to
"include" or "including" shall mean "including, without limitation."
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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR AND, BY
THEIR ACCEPTANCE HEREOF, THE GUARANTEED PARTIES EACH HEREBY WAIVES THE RIGHT TO
A JURY TRIAL IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR
RELATED TO THIS GUARANTY AND GUARANTOR FURTHER WAIVES ANY RIGHTS ARISING UNDER
APPLICABLE LAW TO REQUIRE ANY OR ALL OF THE GUARANTEED PARTIES TO INSTITUTE SUIT
AGAINST DEBTOR OR ANY OTHER PERSON LIABLE FOR ANY OF THE GUARANTEED OBLIGATIONS
OR TO EXHAUST ANY GUARANTEED PARTY'S RIGHTS AND REMEDIES AGAINST DEBTOR, ANY
OTHER PERSON LIABLE FOR ANY OF THE GUARANTEED OBLIGATIONS, OR ANY OF THE
COLLATERAL, GUARANTOR BEING BOUND TO THE PAYMENT OF ANY AND ALL GUARANTEED
OBLIGATIONS, WHETHER NOW EXISTING OR HEREAFTER ACCRUING, AS FULLY AS IF SUCH
GUARANTEED OBLIGATIONS WERE DIRECTLY OWING TO THE GUARANTEED PARTIES BY
GUARANTOR.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty under seal on
the date first above written.
ATTEST: METROMEDIA INTERNATIONAL
GROUP, INC. ("Guarantor")
By:
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XXXXXXXX X. XXXXX, XXXXXX XXXXXX, Executive Vice
Assistant Secretary President
[CORPORATE SEAL]
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