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UNLIMITED GUARANTY

Guarantee Agreement

UNLIMITED GUARANTY | Document Parties: ALLBRITTON COMMUNICATIONS COMPANY You are currently viewing:
This Guarantee Agreement involves

ALLBRITTON COMMUNICATIONS COMPANY

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Title: UNLIMITED GUARANTY
Governing Law: Massachusetts     Date: 8/30/2005

UNLIMITED GUARANTY, Parties: allbritton communications company
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                               UNLIMITED GUARANTY

 

         UNLIMITED GUARANTY dated as of August 23, 2005, by each of the

subsidiaries of ALLBRITTON COMMUNICATIONS COMPANY party hereto (each a

"Guarantor" and collectively, the "Guarantors"), in favor of BANK OF AMERICA,

N.A., a national banking association with an office at 100 Federal Street,

Boston, Massachusetts, as Agent (the "Agent") for the Banks parties to the

Credit Agreement referred to below.

 

                                    Recitals

 

          Pursuant to that certain CREDIT AGREEMENT (the "Credit Agreement")

entered into as of August 23, 2005, by and among Allbritton Communications

Company (the "Borrower"), the financial institutions party thereto (the

"Banks"), and the Agent, the Banks have agreed to extend credit facilities to

the Borrower. The Credit Agreement provides for, among other things, a guaranty

to be executed by the Guarantors.

 

         The Guarantors are affiliates of the Borrower and shall receive

substantial benefits through increased business opportunities and business

synergies from their affiliation with the Borrower and the extension of credit

by the Banks to the Borrower and each Guarantor's execution, delivery and

performance of this Guaranty are in furtherance of each Guarantor's purposes and

is necessary and convenient to the conduct, promotion or attainment of each such

Guarantor's business. In connection with the granting of the credit facilities

under the Credit Agreement, the Banks are requiring that the Guarantors shall

have executed and delivered this Guaranty. Capitalized terms used herein and not

otherwise defined shall have the meanings set forth in the Amended and Restated

Credit Agreement.

 

         NOW, THEREFORE, in consideration of the premises and the covenants

hereinafter contained and to induce the Banks to grant the credits under the

Credit Agreement, the Guarantors hereby agree jointly and severally as follows:

 

1. Guaranty of Payment and Performance. The Guarantors hereby guarantee to the

Agent and the Banks, jointly and severally, the full and punctual payment when

due (whether at maturity, by acceleration or otherwise), and the performance, of

all indebtedness, liabilities, agreements and other obligations of the Borrower

to the Agent and the Banks, whether direct or indirect, absolute or contingent,

due or to become due, secured or unsecured, now existing or hereafter acquired

or arising under the Credit Agreement or any other Loan Documents or in respect

of the Loans (whether by way of discount, letter of credit, lease, loan,

overdraft or otherwise) (the "Obligations"). This Guaranty is an absolute,

unconditional and continuing guaranty of the full and punctual payment and

performance of the Obligations and not of their collectibility only and is in no

way conditioned upon any requirement that the Agent and the Banks first attempt

to collect any of the Obligations from the Borrower or resort to any security or

other means of obtaining their payment. Should the Borrower default in the

payment or performance of any of the Obligations, the obligations of the

Guarantors hereunder shall become immediately due and payable to the Agent and

the Banks, without demand or notice of any nature, all of which are expressly

waived by the Guarantors. Payments by the Guarantors hereunder may be required

by the Agent on any number of occasions.

 

<PAGE>

 

2. Guarantors' Agreement to Pay. The Guarantors further agree, jointly and

severally, as principal obligors and not as guarantors only, to pay to the Agent

and the Banks, on demand, all costs and expenses (including court costs and

legal expenses) incurred or expended by the Agent and the Banks in connection

with the Obligations, this Guaranty and the enforcement thereof, together with

interest on amounts recoverable under this Guaranty from the time such amounts

become due until payment, at the rate per annum equal to the rate of interest

announced by the Agent from time to time at its head office as its Base Rate,

plus 4%; provided that if such interest exceeds the maximum amount permitted to

be paid under applicable law, then such interest shall be reduced to such

maximum permitted amount.

 

3. Unlimited Guaranty. The liability of the Guarantors hereunder shall be

unlimited.

 

4. Waivers by Guarantors; Agent's Freedom to Act. The Guarantors agree that the

Obligations will be paid and performed strictly in accordance with their

respective terms regardless of any law, regulation or order now or hereafter in

effect in any jurisdiction affecting any of such terms or the rights of the

Agent and the Banks with respect thereto. The Guarantors waive presentment,

demand, protest, notice of acceptance, notice of Obligations incurred and all

other notices of any kind, all defenses which may be available by virtue of any

valuation, stay, moratorium law or other similar law now or hereafter in effect,

any right to require the marshalling of assets of the Borrower, and all

suretyship defenses generally. Without limiting the generality of the foregoing,

the Guarantors agree to the provisions of any instrument evidencing, securing or

otherwise executed in connection with any Obligation and agree that the

obligations of the Guarantors hereunder shall not be released or discharged, in

whole or in part, or otherwise affected by (i) the failure of the Agent and the

Banks to assert any claim or demand or to enforce any right or remedy against

the Borrower; (ii) any extensions or renewals of any Obligation; (iii) any

rescissions, waivers, amendments or modifications of any of the terms or

provisions of any agreement evidencing securing or otherwise executed in

connection with any Obligation; (iv) the substitution or release of any entity

primarily or secondarily liable for any Obligation; (v) the adequacy of any

rights the Agent and the Banks may have against any collateral or other means of

obtaining repayment of the Obligations; (vi) the impairment of any collateral

securing the Obligations, including without limitation the failure to perfect or

preserve any rights the Agent and the Banks might have in such collateral or the

substitution, exchange, surrender, release, loss or destruction of any such

collateral; or (vii) any other act or omission which might in any manner or to

any extent vary the risk of the Guarantors or otherwise operate as a release or

discharge of the Guarantors, all of which may be done without notice to the

Guarantors.

 

5. Representations and Warranties of Guarantors.

 

         5.1. Corporate Authority.

 

         (a) Formation or Incorporation; Good Standing.

 

               Each Guarantor (i) is a corporation, or in the case of KTUL, LLC,

KATV, LLC and WCIV, LLC, a limited liability company, duly organized, validly

existing and in good standing under the laws of the its state of formation or

incorporation, (ii) has all requisite corporate or limited liability company

power, authority and legal right to own and operate its

 

 

                                       2

<PAGE>

 

property, to lease the property it operates as lessee and to conduct its

business as now conducted and as presently contemplated, and (iii) is in good

standing as a foreign corporation or foreign limited liability company, as

applicable, and is duly authorized to do business in each jurisdiction where

such qualification is necessary except where (x) a failure to be so qualified

would not have a materially adverse effect on the business assets or financial

condition of the Guarantor or the Guarantor and its Subsidiaries, taken as a

whole or the Guarantor's ability to perform the Obligations or (y) the Guarantor

or such Subsidiary has applied for qualification to do business in such

jurisdiction and such application is pending.

 

         (b) Authorization.

 

               The execution, delivery and performance of this Credit Agreement

and the other Loan Documents to which the Guarantor or any Guarantor is or is to

become a party and the transactions contemplated hereby and thereby (i) are

within the authority and legal right of each Guarantor, (ii) have been duly

authorized by all necessary proceedings, (iii) do not conflict with or result in

any breach or contravention of any provision of law, statute, rule or regulation

to which each Guarantor is subject or any judgment, order, writ, injunction,

license or permit applicable to any Guarantor which would have a materially

adverse effect on the business, assets or financial condition of such Guarantor,

and (iv) do not conflict with any provision of the


 
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