Exhibit 10.3
GUARANTY
THIS GUARANTY (the
“Guaranty”) is made effective as of the 22
nd day of November, 2005 by Paycenters, LLC, a Minnesota
limited liability company (the “ Guarantor ”) to
and for the benefit of STEN Acquisition Corporation, a Minnesota
corporation (the “ Beneficiary ”).
BACKGROUND
A.
Site Equities
International, Inc., a Nevada corporation (the “
Debtor ”) and Beneficiary are parties to that certain
Loan and Merger Option Agreement dated of even date herewith (as it
may hereafter be amended or otherwise modified from time to time,
the “ Agreement ”) under which the Beneficiary,
subject to the terms and conditions set forth therein, will lend
certain funds to Debtor, which funds are being provided by Debtor
to Guarantor for the purpose of Guarantor’s acquisition of
certain equipment and other items used in Guarantor’s
business.
B.
The Guarantor, as the ultimate
recipient of funds advanced by Beneficiary under the Agreement,
will benefit substantially from the transactions described in the
Agreement.
C.
The Beneficiary is willing to extend
such credit to the Debtor under the Agreement and the Initial Note
(as defined in the Agreement) and Replacement Note (as defined in
the Agreement) on the condition that the Guarantor executes and
delivers this Guaranty to the Beneficiary as its absolute
guaranty. This Guaranty serves as a material inducement for
Beneficiary to enter into the transactions set forth in and
contemplated by the Agreement and Note.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follows:
1.
Guarantor hereby absolutely and
unconditionally guarantees to the Beneficiary the prompt payment
and full performance of each and every debt and obligation arising
pursuant to the terms of the Agreement, the Initial Note and the
Replacement Note (all such debts, liabilities, and obligations are
collectively referred to herein as the “ Secured
Obligations ”).
2.
No act or thing need occur to
establish the liability of the Guarantor under this Guaranty, and
no act or thing, except full payment and discharge of all Secured
Obligations, will in any way exonerate the Guarantor or modify,
reduce, limit or release the liability of Guarantor under this
Guaranty.
3.
This is an absolute, unconditional
and continuing guaranty of payment of and performance of the
Secured Obligations and will continue to be in force and be binding
upon Guarantor until all Secured Obligations are paid and satisfied
in full.
4.
If the Guarantor is or becomes
insolvent (as defined under Title 11, U.S. Code or any similar
federal or state law for the relief of debtors) then the
Beneficiary will have the right to declare immediately due and
payable, and the Guarantor will forthwith pay to the Beneficiary,
the full amount of all Secured Obligations, whether due and payable
or unmatured. If the Guarantor voluntarily commences or there
is commenced involuntarily against the Guarantor or the Debtor a
case under the United States Bankruptcy Code, the full amount of
all Secured Obligations, whether due and payable or unmatured,
shall be immediately due and payable without demand or notice
thereof. If there exists and is continuing an Event of
Default (as defined in the Agreement), the full amount of all
Secured Obligations, whether due and payable or unmatured, shall be
immediately due and payable without demand or notice
thereof.
5.
The Guarantor is liable for all
Secured Obligations, without any limitation as to amount, plus
accrued interest thereon and all attorneys’ fees, collection
costs and enforcement expenses referable thereto.
6.
Until such time as the Secured
Obligations have been indefeasibly paid in full to the Beneficiary,
the Guarantor waives and relinquishes any right of subrogation or
other right of recourse, contribution or reimbursement from the
Debtor and any other right to payment from the Debtor, arising out
of or on account of any sums paid or agreed to be paid by the
Guarantor under this Guaranty, whether any such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, secured, or unsecured.
7.
The Guarantor will pay or reimburse
the Beneficiary for all costs and expenses (including reasonable
attorneys’ fees and legal expenses) incurred by the
Beneficiary in connection with the successful protection, defense
or enforcement of this Guaranty in any litigation or bankruptcy or
insolvency proceedings.
8.
Whether or not any existing
relationship between the Guarantor and the Debtor has been changed
or ended, the Beneficiary may, but is not obligated to, enter into
transactions resulting in the continuance of the Secured
Obligations, without any consent or approval by the Guarantor and
without any notice to the Guarantor. The liability of the
Guarantor under this Guaranty will not be affected or impaired by
any of the following acts or things (which the Beneficiary is
expressly authorized to do, omit or suffer from time to time,
without notice to or approval by the Guarantor) except to the
extent that Beneficiar
