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Exhibit
10.6
GUARANTY
(Continuing Debt -
Unlimited)
DATE AND PARTIES. The date of this
Guaranty is November 2, 2007. The parties and their addresses
are:
LENDER:
AMERICAN NATIONAL
BANK
3033 East First
Ave
Denver, Colorado
80208
Telephone:
(303) 394-5100
BORROWER:
BUFFALO HIGHLANDS,
LLC
a Colorado Limited Liability
Company
222 Milwaukee Street, Suite
209
Denver, Colorado
80208
GUARANTOR:
EAGLE EXPLORATION
COMPANY
a Colorado
Corporation
1801 Broadway, Suite
1010
Denver, Colorado
80202
1. DEFINITIONS. As used in this
Guaranty, the terms have the following meanings:
A. Pronouns. The pronouns
“I”, “me” and “my” refer to all
persons or entities signing this Guaranty, Individually and
together. “You” and “your” refer to the
Lender.
B. Note. “Note”
refers to the document that evidences the Borrower’s
indebtedness, and any extensions, renewals, modifications and
substitutions of the Note.
C. Property.
“Property” means any property, real, personal or
intangible, that secures performance of the obligations of the
Note, Debt, or this Guaranty.
2. SPECIFIC AND FUTURE DEBT GUARANTY.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and to induce you, at your option, to
make loans or engage in any other transactions with the Borrower
from time to time. I absolutely and unconditionally agree to all
terms of and guaranty to you the payment and performance of each
and every Debt, of every type, purpose and description that the
Borrower either Individually, among all or a portion of themselves,
or with others, may now or at any time in the future owe you,
including, but not limited to the following described Debt(s)
including without limitation, all principal, accrued interest,
attorneys’ fees and collection costs, when allowed by law,
that may become due from the Borrower to you in collecting and
enforcing the Debt and all other agreements with respect to the
Borrower.
A promissory note or other agreement,
No. 0134728501, dated November 2, 2007, from Buffalo
Highlands, LLC (Borrower) to you, in the amount of
$1,000,000.00.
In addition, Debt refers to debts,
liabilities, and obligations of the Borrower [including, but not
limited to, amounts agreed to be paid under the terms of any notes
or agreements securing the payment of any debt, loan, liability or
obligation, overdrafts, letters of credit, guaranties, advances for
taxes, insurance, repairs and storage, and all extensions,
renewals, refinancings and modifications of these debts) whether
now existing or created or incurred in the future, due or to become
due, or absolute or contingent, including obligations and duties
arising from the terms of all documents prepared or submitted for
the transaction such as applications, security agreements,
disclosures, and the Note.
You may, without notice, apply this
Guaranty to such Debt of the Borrower as you may select from time
to time.
3. EXTENSIONS. I consent to all
renewals, extensions, modifications and substitutions of the Debt
which may be made by you upon such terms and conditions as you may
see fit from time to time without further notice to me and without
limitation as to the number of renewals, extensions, modifications
or substitutions.
A. Future Advances. I waive
notice of and consent to any and all future advances made to the
Borrower by you.
4. UNCONDITIONAL LIABILITY. I am
unconditionally liable under this Guaranty, regardless of whether
or not you pursue any of your remedies against the Borrower,
against any other maker, surety, guarantor or endorser of the Debt
or against any Property. You may sue me alone, or anyone else who
is obligated on this Guaranty, or any number of us together, to
collect the Debt My liability is not conditioned on the signing of
this Guaranty by any other person and further is not subject to any
condition not expressly set forth in this Guaranty or any
Instrument executed in connection with the Debt. My obligation to
pay according to the terms of this Guaranty shall not be affected
by the Illegality, Invalidity or unenforceability of any notes or
agreements evidencing the Debt, their violation of any applicable
usury laws, forgery, or any other circumstances which make the
indebtedness unenforceable against the Borrower. I will remain
obligated to pay on this Guaranty even if any other person who is
obligated to pay the Debt, Including the Borrower, has such
obligation discharged in bankruptcy, foreclosure, or otherwise
discharged by law.
5. BANKRUPTCY. If a bankruptcy position
should at any time be filed by or against the Borrower, the
maturity of the Debt, so for as my liability is concerned, shall be
accelerated and the Debt shall be immediately payable by me. I
acknowledge and agree that this Guaranty, and the Debt secured
hereby, will remain in full force and effect at all times,
notwithstanding any action or undertakings by, or against you or
against any Property, in connection with any obligation in any
proceeding in the United States Bankruptcy Courts. Such action or
undertaking includes, without limitation, valuation of Property,
election of remedies or imposition of secured or unsecured claim
status upon claims by you pursuant to the United States Bankruptcy
Code, as amended. In the event that any payment of principal or
interest received and paid by any other guarantor, borrower,
surety, endorser or co-maker is deserved, by final order of a court
of competent jurisdiction, to have been a voidable preference under
the bankruptcy or insolvency laws of the United States or
otherwise, then my obligation will remain as an obligation to you
and will not be considered as having been extinguished.
6. REVOCATION. I agree that this is an
absolute and unconditional Guaranty. I agree that this Guaranty
will remain binding on me, whether or not there are any Debts
outstanding, until you have actually received written notice of my
revocation or written notice of my death or incompetence. Notice of
revocation or notice of my death or incompetence will not affect my
obligations under this Guaranty with respect to any Debts incurred
by or for which you have made a commitment to Borrower before you
actually receive such notice, and all renewals, extensions,
refinancings, and modifications of such Debts. I agree
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Eagle Exploration Company
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Colorado Guaranty
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Initials |
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CO/4XNShaner00022000005751017110107Y
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© 1996 Bankers Systems, Inc., St. Cloud,
MN |
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that if any other person signing this
Guaranty provides a notice of revocation to you, I will still be
obligated under this Guaranty until I provide such a notice of
revocation to you. If any other person signing this Guaranty dies
or is declared incompetent, such fact will not affect my
obligations under this Guaranty.
7. PROPERTY. I agree that any Property
may be assigned, exchanged, released in whole or in part or
substituted without notice to me and without defeating, discharging
or diminishing my liability. My obligation is absolute and your
failure to perfect any security interest or any act or omission by
you which impairs the Property will not relieve me or my liability
under this Guaranty. You are under no duty to preserve or protect
any Property until you are in actual or constructive possession.
For purposes of this paragraph, you will only be in
“actual” possession when you have physical, immediate
and exclusive control over the Property and have accepted such
control in writing. Further, you will only be deemed to be in
“constructive” possession when you have both the power
and intent to exercise control over the Property.
8. DEFAULT. I will be in default if any
of the following occur:
A. Payments. I fail to make a
payment in full when due.
B. Insolvency or Bankruptcy.
The death, dissolution or insolvency of, appointment of a receiver
by or on behalf of, application of any debtor relief law, the
assignment for the benefit of creditors by or on behalf of, the
voluntary or involuntary termination of existence by, or the
commencement of any proceeding under any present or future federal
or state insolvency, bankruptcy, reorganization, composition or
debtor relief law by or against me, Borrower, or any co-signer,
endorser, surety or guarantor of this Guaranty or any
Debt.
C. Business Termination. I
merge, dissolve, reorganize, end my business or existence, or a
partner or majority owner dies or is declared legally
incompetent.
D. Failure to Perform. I fail
to perform any condition or to keep any promise or covenant of this
Guaranty.
E. Other Documents. A default
occurs under the terms of any other document relating to the
Debt.
F. Other Agreements. I am in
default on any other debt or agreement I have with you.
G. Misrepresentation. I make
any verbal or written statement or provide any financial
information that is untrue, inaccurate, or conceals a material fact
at the time it is made or provided.
H. Judgment. I fail to
satisfy or appeal any judgment against me.
I. Forfeiture. The Property
is used in a manner or for a purpose that threatens confiscation by
a legal authority.
J. Name Change. I change my
name or assume an additional name without notifying you before
making such a change.
K. Property Transfer. I
transfer all or a substantial part of my money or
property.
L. Property Value. You
determine in good faith that the value of the Property has declined
or is impaired.
M. M
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