EXHIBIT 10.18
DOJO PUBLISHING, INC.
PRINCETON PUBLISHING, INC.
00 XXXX 00XX XXXXXX, 0XX XXXXX.
XXX XXXX, XX 00000-0000
May 14, 1996
KABLE NEWS COMPANY, INC.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
SUBJECT: Cross-Guaranty by DOJO PUBLISHING, INC. and
PRINCETON PUBLISHING, INC. of their accounts
with KABLE NEWS COMPANY, INC.
Gentlemen:
DOJO PUBLISHING, INC. (herein DOJO) and PRINCETON PUBLISHING, INC. (herein
PRINCETON), both of whom occupy the same offices at 00 Xxxx 00xx Xx., 0xx
Xxxxx, Xxx Xxxx, XX 00000-0000, jointly and severally represent that they are
affiliated and associated with each other and that for their mutual gain and
benefit said companies have major areas of joint operations, ownership and
control, including but not limited to, sharing certain costs and obligations.
("Affiliated" and "associated" shall be interpreted in their broadest sense
and shall not be limited to a parent-subsidiary relationship.)
On or about August 22, 1990, DOJO and KABLE NEWS COMPANY, INC. ("KABLE")
entered into a Distribution Agreement (referred to as the DOJO PUBLISHING,
INC. Agreement).
DOJO and PRINCETON Jointly and severally affirm that they desire to have
KABLE NEWS COMPANY, INC. (herein KABLE) enter into the following separate
agreement under which KABLE would provide certain work, services and materials
to PRINCETON, and under which KABLE may advance certain sums of money on
behalf of PRINCETON (referred to herein as the "WOMAN Agreement"):
Agreement, dated May 14, 1996
between PRINCETON PUBLISHING, INC.
and KABLE NEWS COMPANY, INC.
KABLE has advised DOJO and PRINCETON that because of good and sound
business reasons, KABLE would not be willing to enter into said Agreement with
PRINCETON unless and until DOJO and PRINCETON enter into this Cross-Guaranty
whereby they jointly and severally guarantee each other's accounts with, and
obligation to KABLE to whatever extent the same may be at any time during the
respective and renewal terms of the Agreements, and thereafter to the extent
of any liabilities remain owed to KABLE following termination of either the
DOJO or PRINCETON Agreements, as they may be amended or extended.
In consideration of the above, and for other good and valuable
consideration, the receipt of which each of the parties hereto acknowledge, it
is agreed by and among them as follows:
1. Simultaneously with the execution of this Cross-Guaranty by the
parties hereto, PRINCETON and KABLE will execute the PRINCETON Agreement.
2. DOJO and PRINCETON (herein sometimes referred to as 'Cross-
Guarantors") , jointly and severally, agree to and hereby do guarantee to
KABLE the payment of any debt or loss which KABLE may sustain as a result of
its entering into said PRINCETON or DOJO Agreements or providing services
thereunder for either or both Cross-Guarantors, including, but not limited to
any liability for any and all invoices, statements, advances, prepayments,
overdrafts and/or deficits, loans or indemnities which may hereafter exist,
and/or become due and owing to KABLE from either Cross-Guarantors during the
terms of their respective Agreements or remain due thereafter, together with
any attorneys fees or costs of collection incurred by KABLE (hereinafter
referred to collectively as the "Indebtedness") . Each of the Cross-Guarantors
hereby authorizes KABLE to apply any and all monies now or hereafter in the
possession of KABLE, and/or for which KABLE might otherwise be required to
account to either of them, to the account of, and toward the repayment of, any
Indebtedness.
3. The jointly and several liability of each Cross-Guarantor shall
continue until repayment in full of any Indebtedness from either Cross-
Guarantor to KABLE or until payment is made of any loss or damage incurred by
KABLE with the termination of the Agreements, which ever occurs last in time.
4. Each Cross-Guarantor consents, without affecting its liability.,to
KABLE hereunder, that KABLE may, without notice to or consent of said Cross-
Guarantor, upon such terms as KABLE may deem advisable:
a) extend, in whole or in part, by renewal or otherwise the time of
payment of the Indebtedness owing by the other Cross-Guarantor to KABLE;
b) release, surrender, exchange, modify, impair or extend the period
of duration, or the time for performance or payment;
c) extend, renew, modify or amend in any way, the Agreements.
Each Cross-Guarantor hereby ratifies and affirms in advance any such
extensions, renewals, release, surrenders, exchanges, modifications or
impairment, and all such actions shall be binding upon each Cross-Guarantor.
5. Each Cross-Guarantor represents that, at the time of the execution
and delivery of this Cross-Guaranty, nothing exists to impair the
effectiveness of the liability of any Cross-Guarantor to KABLE hereunder, or
the immediate taking of effect of this Cross-Guaranty as the sole agreement
between the Cross-Guarantor and KABLE with respect to guaranteeing the
Indebtedness of each Cross-Guarantor to KABLE.
6. KABLE is not and shall not be required to inquire into or
otherwise investigate the authority of any officer (a), director (s) , or
agent (s) , acting on, or purporting to act on, behalf of either Cross-
Guarantor and each of itself represents and warrants to KABLE that it has
taken all necessary corporate action and has full corporate power and
authority, to make this guarantee, that the same is supported by good and
valuable consideration, and that the officer(s) or representatives of each
Cross-Guarantor executing and delivering this Cross-Guaranty represent that
each has been expressly authorized to do so and are acting within the scope of
such authority.
7. KABLE may at its option proceed in the first instance against
either Cross-Guarantor to collect any Indebtedness or obligation covered by
this Guaranty without first proceeding against the other Cross-Guarantor.
KABLE is specifically authorized by each Cross-Guarantor to apply any and all
monies of either Cross-Guarantor now or hereafter in this possession of KABLE,
and/or for which KABLE might otherwise be required to account and pay to the
benefit of either Cross-Guarantor, and apply same against the Indebtedness in
order to reduce or eliminate any or both Cross-Guarantor's Indebtedness to
KABLE. KABLE shall not be required to first exercise or exhaust its remedies
against one or the other, or in any particular formula based upon the amount
of Indebtedness, the date is accrued, or otherwise.
8. The whole of this Cross-Guaranty is herein set forth, and there it
no verbal or other written agreement, and no understanding or custom affecting
the terms hereof. This Cross-Guaranty can be modified only by written
instrument signed by the party to be charged therewith.
9. This Cross-Guaranty is delivered and made in, and shall be
construed and enforced pursuant to, the laws of the State of New York, and is
binding upon the Cross-Guarantors and their respective successors, assigns and
representatives, and shall inure to the benefit of KABLE, its successors and
assigns.
Very truly yours,
DOJO PUBLISHING, INC.
