Exhibit 10.43
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G UARANTOR NAME AND
ADDRESS
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LENDER
NAME AND ADDRESS
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Tower Tech Holdings
Inc.
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Investors Community
Bank
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Number
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101 S. 16 th
St., P.O. Box 1957
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860 N. Rapids
Road
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Manitowoc, WI
54220
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P.O. Box
700
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Amount
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Manitowoc, WI
54221-0700
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Date
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GUARANTY
DATE. The date of this Guaranty is
03-21-2008.
For good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and to induce Lender (with its participants,
successors and assigns), at its option, at any time or from time to
time to make loans or extend other accommodations to or for the
account of Tower Tech Systems Inc. (Borrower) or to engage in
any other transactions with Borrower, the Guarantor hereby
absolutely and unconditionally guarantees to the Lender the full
and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise, of the debts, liabilities and
obligations described as follows:
INDEBTEDNESS.
o Specific Debts . The
Guarantor guarantees to Lender the payment and performance of the
debt, liability or obligation of Borrower to Lender evidenced by or
arising out of the following:
and
any extensions, renewals or replacements thereof
(Indebtedness).
x All Debts . Except as
this Guaranty may otherwise provide, the Guarantor guarantees to
Lender the payment and performance of each and every debt,
liability and obligation of every type and description which
Borrower may now or at any time hereafter owe to Lender (whether
such debt, liability or obligation now exists or is hereafter
created or incurred, and whether it is or may be direct or
indirect, due or to become due, absolute or contingent, primary or
secondary, liquidated or unliquidated, or joint, several, or joint
and several; all such debts, liabilities and obligations
(Indebtedness)). Without limitation, this Guaranty includes the
following described debt(s):
See
Agreement Governing Extensions of Credit between lender and
borrower dated 3/21/2008.
Exclusions
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o Guarantor will be liable for
$ of
the principal amount of the Indebtedness outstanding at default and
for all of the accrued interest, and the expenses of collection,
enforcement or protection of Lender’s rights and remedies
under this Guaranty, including reasonable attorneys’
fees.
o Guarantor’s liability will
not
exceed %
of the Indebtedness outstanding at default and all of the accrued
interest, and the expenses of collection, enforcement or protection
of Lender’s rights and remedies under this Guaranty,
including reasonable attorneys’ fees.
o Indebtedness
Excludes:
SECURITY.
x the Guaranty is
unsecured.
o secured by
.
IL only
o
CONFESSION OF
JUDGMENT . If Guarantor defaults, it authorizes any attorney to
appear in a court of record and confess judgment against it in
favor of Lender. The confession of judgment may be without process
and for any amount due on this Guaranty including collection costs
and reasonable attorneys’ fees.
PA only
o
WARRANT OF
AUTHORITY TO CONFESS JUDGMENT . Upon default, in addition to
all other remedies and rights available to Lender, by signing below
Guarantor irrevocably authorizes the prothonotary, clerk, or any
attorney to appear in any court of record having jurisdiction over
this matter and to confess judgment against Guarantor at any time
without stay of execution. Guarantor waives notice, service of
process and process. Guarantor agrees and understands that judgment
may be confessed against Guarantor for any unpaid principal,
accrued interest and accrued charges due on this Note, plus
collection costs and reasonable attorneys’ fees up to 15
percent of the judgment. The exercise of the power to confess
judgment will not exhaust this warrant of authority to confess
judgment and may be done as often as Lender elects. Guarantor
further understands that Guarantor’s property may be seized
without prior notice to satisfy the debt owed. Guarantor knowingly,
intentionally, and voluntarily waives any and all constitutional
rights Guarantor has to pre-deprivation notice and hearing under
federal and state laws and fully understands the consequences of
this waiver.
By signing immediately
below, Guarantor agrees to the terms of the WARRANT OF AUTHORITY TO
CONFESS JUDGMENT section.
ADDITIONAL
PROVISIONS
The Guarantor
further acknowledges and agrees with Lender that:
1. No act or thing need
occur to establish the liability of the Guarantor hereunder, and no
act or thing, except full payment and discharge of all
Indebtedness, shall in any way exonerate the Guarantor or modify,
reduce, limit or release the liability of the Guarantor
hereunder.
2. This is an absolute,
unconditional and continuing Guaranty of payment of the
Indebtedness and will continue to be enforceable against the
Guarantor, whether or not all Indebtedness is paid in full, until
this Guaranty is revoked by written notice actually received by the
Lender. Any revocation shall not be effective as to any
Indebtedness existing or committed to at the time of actual receipt
of notice by the Lender, or as to any renewals, extensions and
refinancings thereof.
The Guarantor
represents and warrants to the Lender that the Guarantor has a
direct and substantial economic interest in Borrower and expects to
derive substantial benefits therefrom and from any loans and
financial accommodations resulting from the creation of
Indebtedness guaranteed hereby, and that this Guaranty is given for
a business purpose. The Guarantor agrees to rely exclusively on its
right to revoke this Guaranty prospectively as to future
transactions by written notice actually received by Lender if at
any time the benefits then being received by the Guarantor in
connection with this Guaranty are not sufficient to warrant its
continuance as a Guarantor as to future Indebtedness. Accordingly,
the Lender may rely conclusively on a continuing warranty, hereby
made, that the Guarantor continues to be benefited by this Guaranty
and that the Lender has no duty to inquire into or confirm the
receipt of any benefits, and that this Guaranty will be enforceable
without regard to the receipt, nature or value of any such
benefits.
3. If the Guarantor is
dissolved or becomes insolvent, however defined, or revokes this
Guaranty, then the Lender has the right to declare the full amount
of all Indebtedness immediately due and payable, and the Guarantor
will forthwith pay the Lender. If the Guarantor voluntarily
commences or there is commenced involuntarily against the Guarantor
a case under the United States Bankruptcy Code, the full amount of
all Indebtedness, whether due and payable or unmatured, will become
immediately due and payable without demand or notice
thereof.
4. The Guarantor will
be liable for all Indebtedness, without any li