exv10w3






Exhibit 10.3


REAFFIRMATION OF GUARANTY




          THIS REAFFIRMATION OF GUARANTY (this “Reaffirmation”) is made as of August 7, 2009 and
entered into by MARTHA STEWART LIVING OMNIMEDIA, INC., a Delaware corporation (“Parent
Guarantor”), and each of its subsidiaries listed on the signature pages to this Reaffirmation
(together with Parent Guarantor, the “Guarantors”). Capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated
Loan Agreement (as defined below).




W I T N E S S E T H:




          WHEREAS, MSLO Emeril Acquisition Sub LLC, a Delaware limited liability company (the
“Borrower”), Parent Guarantor and Bank of America, N.A. (the “Bank”) entered into
that certain Loan Agreement dated as of April 4, 2008 (the “Existing Loan Agreement”);




          WHEREAS, in connection with the Existing Loan Agreement, each of the Guarantors executed and
delivered a Continuing and Unconditional Guaranty dated April 4, 2008 (the “Guaranty”);




          WHEREAS, the Existing Loan Agreement is being amended and restated by the Amended and
Restated Loan Agreement dated as of August 7, 2009 (the “Amended and Restated Loan
Agreement”); and




          WHEREAS, as a condition precedent to the effectiveness of the Amended Loan Agreement, the
Lenders have required that each Guarantor enter into this Reaffirmation to ratify and reaffirm its
obligations under the Guaranty.




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




     Section 1. Reaffirmation of Guaranty.



               (a) Each Guarantor hereby acknowledges receipt of a copy of the Amended and Restated Loan
Agreement and consents to the execution and delivery of the Amended and Restated Loan Agreement by
the Borrower and Parent Guarantor and all other agreements, instruments and other documents
executed in connection therewith. In connection with the execution and delivery of the Amended and
Restated Loan Agreement and the Security Agreement Amendment, each Guarantor hereby acknowledges
and agrees that (i) the Guaranty remains and will remain in full force and effect during the term
of the Amended and Restated Loan Agreement (including any further renewals, amendments,
restatements, supplements or other modifications of the Amended and Restated Loan Agreement made
from time to time) or, if later, so long as any of the Obligations under the Amended and Restated
Loan Agreement remain



 









 





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outstanding and (ii) ratifies and reaffirms all of its obligations, contingent or otherwise,
under the Guaranty.



     Section 2. No Consent Required. Each Guarantor, other than Parent Guarantor,
acknowledges and agrees that (i) notwithstanding any consent granted by it under this
Reaffirmation, such Guarantor is not required by the terms of the Existing Loan Agreement or any
other Loan Document to consent to the amendments contemplated under the Amended and Restated Loan
Agreement and the Security Agreement Amendment and (ii) nothing in the Existing Loan Agreement, the
Security Agreement Amendment or any other Loan Document shall be deemed to require the consent of
such Guarantor to any future amendments to any of the Existing Loan Agreement or the Amended and
Restated Loan Agreement.



     Section 3. Further Assurances. Each Guarantor hereby agrees from time to time, as
and when requested by the Agent, to execute and deliver or cause to be executed and delivered all
such documents, instruments and agreements, and to take or cause to be taken such further or other
actions, as the Agent may deem necessary in order to carry out the intent and purposes of this
Master Reaffirmation and the Loan Documents.



     Section 4. Release. In consideration of the agreements of the Bank contained in
the Amended and Restated Loan Agreement and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, each of the Guarantors, on behalf of itself and
its successors, assigns and other legal representatives, hereby absolutely, unconditionally and
irrevocably releases, remises and forever discharges the Bank (in its individual capacity and in
its capacity as Collateral Agent) and its successors and assigns, and its present and former
shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys,
employees, agents and other representatives (the Bank and all such other Persons being hereinafter
referred to collectively as the “Releasees” and individually as a “Releasee”), of
and from all demands, actions, causes of action, suits, damages and any and all other claims,
counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and
nature, known or unknown, both at law and in equity, such Guarantor, or any of its successors,
assigns or other legal representatives may now or hereafter own, hold, have or claim to have
against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or
thing whatsoever which arises at any time on or prior to the day and date of this Agreement for or
on account of, or in relation to, or in any way in connection with any of the Existing Loan
Agreement, any of the other Loan Documents or any transactions thereunder or related thereto.



     Section 5. Successors and Assigns. This Reaffirmation shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective successors and permitted
assigns.



     Section 6. Counterparts. This Reaffirmation may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of



 









 





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which shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement.



     Section 7. Headings. Section headings herein are included for convenience of
reference only and shall not constitute a part of this Reaffirmation for any other purpose.



     Section 8. Governing Law. This Reaffirmation shall be governed by, and construed
in accordance with, the laws of the State of New York.



     Section 9. Reaffirmation as Loan Document. Each of the Guarantors hereby
acknowledges and agrees that this Reaffirmation constitutes a “Loan Document.”



[Remainder of this page intentionally left blank.]




 









 







          IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the
day and year first above written.




	 	 	 	 	 
	 	MARTHA STEWART LIVING OMNIMEDIA, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	Principal Executive Officer 	 
	 
	 	MSO IP HOLDINGS, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	President 	 
	 
	 	MARTHA STEWART, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	President 	 
	 
	 	BODY AND SOUL OMNIMEDIA, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	President 	 
	 
	 	MSLO PRODUCTIONS, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	President 	 
	 



[Signature page to Reaffirmation of Guaranty]





 









 









	 	 	 	 	 
	 	MSLO PRODUCTIONS – HOME, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	President 	 
	 
	 	MSLO PRODUCTIONS – EDF, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	President 	 
	 
	 	FLOUR PRODUCTIONS, INC.

 	 
	 	By:  	/s/ Charles Koppelman
 	 
	 	 	Name:  	Charles Koppelman 	 
	 	 	Title:  	President 	 
	 



[Signature page to Reaffirmation of Guaranty]