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Guaranty and Pledge Agreement

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Title:

Guaranty and Pledge Agreement

Entities:

National Auto Credit Inc /de

Date:

2007

Size:

Preview shows 19KB of 58KB total

Price:

$52

ID:

#3226009

► Financing ► Pledge ► Guaranty & Pledge Agreements

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Form of Guaranty and Pledge Agreement, dated as of November 19, 2007, entered into by iDNA, Inc. in favor of Silar Advisors, L.P.

GUARANTY AND PLEDGE AGREEMENT

THIS GUARANTY AND PLEDGE AGREEMENT, dated as of November 19, 2007 (as amended, supplemented and otherwise modified from time to time, this ?Guaranty?), is made by and between iDNA, Inc., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, ?Guarantor?) and Silar Advisors, L.P. (together with its successors and assigns, ?Silar?), in its capacity as Agent under the Master Loan Agreement (each as hereinafter defined).

RECITALS

A. Pursuant to the Master Loan and Security Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the ?Master Loan Agreement?), among iDNA Cinemas Holdings Inc., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, the ?Borrower?), Silar, and such other Persons as may be named therein as ?Lenders? (Silar and such other Persons, as ?Lenders? under the Master Loan Agreement, are hereinafter referred to as ?Lenders?) and Silar as administrative, payment and collateral agent for itself, as a Lender and for the other Lenders (in such capacities and including its successors and assigns, ?Agent?), Borrower has agreed to pledge to Agent, on behalf of itself and the Lenders under the Master Loan Agreement, certain securities subject to the conditions set forth therein.

B. As of the date hereof, Guarantor owns all of the outstanding common stock of the Borrower and will derive a substantial direct and indirect benefit from the loan to be made to the Borrower pursuant to the Master Loan Agreement. To induce Silar to enter into the Master Loan Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor has agreed (subject to certain limitations) to pledge and grant to Agent, on behalf of itself and the Lenders under the Master Loan Agreement, a security interest in the Pledged Collateral (as defined herein).

C. It is a condition precedent to the obligation of the Lenders to make the loan to the Borrower under the Master Loan Agreement that Guarantor shall have executed and delivered to Agent this Guaranty.

NOW, THEREFORE, for good and valuable consideration, receipt of which by the parties hereto is hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Master Loan Agreement and used herein shall have the respective meanings given to them in the Master Loan Agreement.

?Borrower Obligations? shall mean the Obligations, as defined in the Master Loan Agreement.

?Company? means Angelika Film Centers LLC, a limited liability company organized under the laws of the State of Delaware.

?Company LLC Agreement? means that certain Limited Liability Company Agreement dated as of August 27, 1996, between Angelika Cinemas, Inc. (?Angelika?) and Sutton Hill Associates (?Sutton Hill?) with respect to Company, as the same has been or hereafter may be amended, restated, supplemented or otherwise modified.

?Excluded Contract? means any Contract that, by its terms or applicable law, is not assignable.

?Excluded Contract Right? means any right under any Contract that, pursuant to the terms of such Contract, may not be assigned.

?Excluded Property? means, collectively, (a) any and all shares of capital stock and other equity interests issued by any of Campus Group Companies, Inc., Audience Response Systems, Inc., Multi-Video Services, Inc., Interactive Conferencing Network, Inc. and Option Technologies Interactive, LLP (or any predecessor or successor to any of such corporations and other entities), (b) any and all Excluded Contracts and Excluded Contract Rights, (c) all products and proceeds of or from any of the foregoing, and (d) any and all books and records related to any of the foregoing.

?Expiration Date? shall have the meaning set forth in Section 2(d) hereof.

?Lien? shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof), or any other arrangement pursuant to which title to the property is retained by or vested in some other Person for security purposes.

?NCI? shall mean National Cinemas, Inc., a corporation organized under the laws of the State of Delaware.

?Obligations? shall mean the obligations and liabilities of the Borrower and Guarantor to Agent and the Lenders (including, without limitation, the obligations whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred) that may arise under, or out of or in connection with the Master Loan Agreement, this Guaranty or any other Loan Documents, whether on account of covenants, interest, principal, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees and disbursements of counsel to Agent that are required to be paid by the Borrower or Guarantor pursuant to the terms of the Master Loan Agreement or this Guaranty, respectively).

?Pledged Collateral? shall have the meaning assigned thereto in Section 3(a) hereof.

?Pledged Shares? shall mean all of the common stock of the Borrower owned on the date hereof and hereafter acquired by Guarantor from time to time.

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