GUARANTY
IN CONSIDERATION
of and in order to induce Bloomington Center
Associates, LLC, a
Michigan limited liability company ("BCA"), to enter into an
Operating Agreement
(the "Operating Agreement") regarding the formation and
operation of All Night
Auto of
Bloomington/Normal,
LLC, a Michigan limited
liability company (the "Company"), and to make certain capital
contributions to
the Company, Midnight Holdings Group, Inc. ("MHG"), Nicholas Cocco
("Cocco") and
Richard Pulford
("Pulford")
(each MHG, Cocco and Pulford are hereinafter
collectively referred
to as the
"Guarantors"), hereby
covenant and agree with
BCA as follows:
1. Guarantors, jointly
and severally,
unconditionally guaranty to BCA
the full and prompt
payment when due of
the entire "Put
Purchase Price" (as
hereinafter defined)
to be paid by the Class B Member (as defined in the
Company's Operating
Agreement)
of the Company to BCA
pursuant to Sections 6.5
through 6.8 of the
Company's Operating Agreement. BCA may have immediate
recourse against
Guarantors
for the full
and immediate payment of the Put
Purchase Price, or any part thereof, which has not been paid in
full when due in
accordance with
Section 6.8 of the
Company's Operating
Agreement;
provided,
however, that the
Guarantors acknowledge
and agree that MHG shall be primarily
liable on this Guaranty and that BCA shall be entitled to first
seek collection
against MHG under
this Guaranty without first or ever pursuing collection
against Cocco or Pulford.
2. The term "Put
Purchase Price"
shall have the meaning
set forth in
Section 6.7 of the Company's Operating Agreement.
3. This is a guarantee of payment and not of collection, and
Guarantors
agree that BCA shall
not be obligated
prior to seeking recourse against or
receiving payment from
Guarantors,
to do any of the
following (although the
Investor may do so, in whole or in part, at its sole option), the
performance of
which are hereby unconditionally waived by Guarantor.
a. Take
any steps to collect
the Put Purchase Price from the
Class B Member
or to file
any claim of any kind against
Guarantors or the Class B Member; or
b. Take
any steps to enforce,
accept, or perfect
BCA's interest
in, foreclose upon, or realize on any collateral security for
the payment of the Put Purchase Price or any other guaranty of
the Put Purchase Price; or
c. In any
other respect exercise any diligence whatever in
collecting or attempting to collect the Put Purchase Price by
any means.
4. Guarantors' liability for payment of the Put Purchase Price
shall be
absolute and unconditional, and nothing except final and full
payment to BCA of
the entire Put Purchase Price shall operate to discharge
Guarantors'
liability
under this Guaranty.
Accordingly,
Guarantors
unconditionally and
irrevocably
waive each and every
defense which under
principles of guaranty
or suretyship
law would otherwise
operate to impair or
diminish the liability
of Guarantors
for the Put Purchase
Price. Without
limiting the
generality of the
foregoing
waiver,
<PAGE>
Guarantors agree that
none of the following
acts,
