EXHIBIT 10.3
PERSONAL GUARANTY
WHEREAS , pursuant to
that certain Term Loan Agreement to be dated August 10, 2007
between Whitebox Intermarket Partners, L.P., a British Virgin
Islands limited partnership (“Lender”), and CapSource
Financial, Inc., a Colorado corporation (“Borrower”), a
copy of which is attached hereto as Exhibit A , Lender has agreed to loan
to Borrower the sum of One Hundred Fifty Thousand Dollars
($150,000) (the “Loan”); and
WHEREAS ,
simultaneously with the execution of the Term Loan Agreement,
Debtor intends to execute and issue to Lender its Promissory Note
in the original principal amount of $150,000, a copy of which is
attached hereto and made a part hereof as Exhibit B (the “Note”);
and
WHEREAS , the
Lender’s willingness to enter into the Term Loan Agreement
and make such Loan to Borrower is conditioned upon the personal
guaranty as to the payment of all indebtedness and obligations
under the Term Loan Agreement, Note and related Loan Documents by
Randolph M. Pentel, an individual residing in Minnesota,
(“Guarantor”).
NOW, THEREFORE ,
Guarantor agrees as follows:
1. In
order to induce Lender to enter into the Term Loan Agreement with
and make the Loan to Borrower, Guarantor does hereby absolutely and
unconditionally guarantee to Lender the payment, and not merely the
collection, of all indebtedness and obligations of whatever nature
of Borrower to Lender under the Term Loan Agreement, Note and Loan
Documents, as and when the same shall in any manner be or become
due according to the terms and conditions provided therein (the
“Indebtedness”).
2. Without
limiting the generality of the foregoing, the Guarantor agrees that
he will pay the full amount of the Loan Amount, Basic Interest,
Default Interest, fees or any other charges under the Term Loan
Agreement, Note and Loan Documents, now or hereafter due, as and
when the same shall in any manner be or become due according to the
terms and conditions provided therein.
3. The
Guarantor hereby waives (a) notice of acceptance of this Guaranty
by Lender; (b) the creation of Indebtedness of Borrower to Lender;
(c) demand, notice of dishonor, presentment for payment, protest
and notice of protest and of non-performance on all of said
Indebtedness; and (d) if said Indebtedness is renewed, or if the
time for payment thereof be extended (to which Guarantor hereby
consents) either with or without notice to Guarantor, Guarantor
unconditionally guarantees the payment of such Indebtedness at the
time fixed for the payment thereof in and by any such renewal or
extension.
4. Guarantor
further waives all rights, by statute or otherwise, to require
Lender to proceed in the first instance against the Borrower, and
hereby expressly agrees that in any right of action which shall
accrue to Lender by reason of the Indebtedness, Lender may, at its
sole option, proceed: (a) against Guarantor together with Borrower;
(b) against Guarantor together with Borrower; or (c) against the
Guarantor only, without having first commenced any action against
or having obtained any judgment against Borrower; it being
specifically agreed that Lender is in no way required to exercise
diligence to enforce its rights against the Borrower or against any
other person, firm or corporation, as may be applicable, with
respect to the Indebtedness.
5. To
the extent permitted by law, Guarantor hereby waives all defenses
legally available to Guarantor, Guarantor being bound to the
payment of
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