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A- fix. + rG 3 AGREEMENT THIS AGREEMENT, is made and entered into this S—r'4 day of January, 1993 by and between the CITY OF SANTA ANA, a municipal corporation of the State of California ("City"), and THE LOS ANGELES TIMES, (The Times) a division of the Times Mirror Company, a Delaware corporation. RECITALS WHEREAS, Orange County Holiday Parade, Inc., ("OCHP)" is a nonprofit organization that produces the annual "Times Orange County Holiday Parade" in the City of Santa Ana; WHEREAS, OCHP has secured a loan in the amount of $150,000 from First Interstate Bank of California ("Bank") that must be satisfied by January 5, 1994 and such financing was obtained based on the representation that OCHP's obligation to Bank would be guaranteed by City and by the The Times; WHEREAS the City has executed a guaranty in the form set forth in Exhibit A, attached hereto and incorporated herein by reference (the "Guaranty") and subject to the terms of this Agreement, The Times has agreed to guarantee a maximum of $150,000 of the amount paid by City, in accordance with the terms of the Guaranty. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the parties do hereby agree as follows: 1. City's obligations. (a) City shall be primarily responsible for any claim or liability which arises from or is connected to the City's liability assumed under the Guaranty. (b) City shall promptly serve written notice upon The Times of any claim made pursuant to the Guaranty. 2. The Times' Obligations, If City is obligated to pay any amount under the Guaranty, The Times' obligation shall be strictly limited to: (a) Promptly reimburse the amount paid by City under the Guaranty, but not exceeding $150,000 inclusive of any and all interest, penalties or other sums owing under the Guaranty; and (b) Each and every obligation of the Times pursuant to this Agreement shall terminate at 5:00 p.m. on January 5, 1994, which termination shall not be extended or otherwise affected by any notice received from the City pursuant to paragraph 1 or from any other person. 3. Notices: All notices to be given by any party under this Agreement, shall be in writing and addressed as follows;