Exhibit 10.59
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GUARANTOR NAME AND ADDRESS
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LENDER NAME AND ADDRESS
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Number
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R.B.A. Inc.
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Investors Community Bank
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300 S. 16th St., P.O Box 668
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860 N. Rapids Road
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Manitowoc, Wl 54221-0668
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P.O. Box 700
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Amount
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Manitowoc, Wl 54221-0700
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Date
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GUARANTY
DATE. The date of this Guaranty is as of October 22,
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.
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
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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.
SIGNATURES
. By signing under seal, Guarantor
agrees to the terms contained in this Guaranty (including those on
page 2). Guarantor also acknowledges receipt of a copy of this
Guaranty.
GUARANTOR:
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R. B. A. Inc.
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Entity Name
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(Seal)
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/s/ Jeff Jandry
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Name, Title Jeff Jandry, Controller and
Treasurer
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(Seal)
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Name, Title
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(Seal)
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© 2001 Wolters Kluwer Financial
Services - Bankers Systems™ Form M-250
8/29/2006.
1
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
