Exhibit 10.42
GUARANTY
(Continuing Debt - Unlimited)
DATE AND
PARTIES. The date of this Guaranty is October 10, 2007. The
parties and their addresses are:
LENDER:
CROWN BANK
6600 France Avenue South Ste 125
Edina, Minnesota 55435
Telephone: (952) 285-5800
BORROWER:
PROUROCARE MEDICAL. INC
a
Nevada Corporation
5500 WAYZATA BLVD SUITE 310
GOLDEN VALLEY, Minnesota 55416
GUARANTOR:
WILLIAM S REILING
C/O
SUNRISE COMMUNITY BANK
200
UNIVERSITY AVENUE WEST #200
ST
PAUL, Minnesota 55103
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. 4060026, dated October 10,
2007, from PROUROCARE MEDICAL, INC (Borrower) to you, in the amount
of $1,200,000.00.
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.
My liability
will not exceed $1,000,000.00 of the principal amount outstanding
at default, plus accrued interest, attorneys’ fees and
collection costs, when allowed by law, and all other costs, fees
and expenses agreed to be paid under all agreements evidencing the
Debt and securing the payment of the Debt. 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.
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, the 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 petition
should at any time be filed by or against the Borrower, the
maturity of the Debt, so far 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 deemed, 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 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 end 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:
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A.
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Payments. I
fail to make a payment in full when due.
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B.
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Insolvency or
Bankruptcy. The death, dissolution or insolvency of, appointment of
a receiver by or on behalf of, application of
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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
cosigner, endorser, surety or guarantor of this Guaranty or any
Debt.
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C.
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Death or
Incompetency. I die or am declared legally incompetent.
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D.
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Fa
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