Exhibit 10.6
PERSONAL
GUARANTY
This Guaranty effective
the 1st day of July, 2004, from Guarantor to Lender:
(1)
Definitions.
For the purposes
of this Guaranty:
(a)
"Guarantor" shall mean
Gary Copperud, whose mailing address is 1234 Trappers Point, Fort
Collins, Colorado 80524.
(b)
"Lender" shall mean
Burger Time Corporation, a corporation organized under the laws of
the State of North Dakota, whose mailing address is 675 12th Avenue
NE, West Fargo, North Dakota 58078.
(c)
"Borrower" shall mean
Burger Time Acquisition Corporation, a corporation organized under
the laws of the State of Minnesota, whose mailing address is 13828
Lincoln Street NE, Ham Lake, Minnesota 55304.
(d)
"Business Transfer
Agreement" shall mean the agreement between Lender and Borrower for
the sale of the business enterprise known as Burger
Time.
(e)
"Guaranty" shall mean
this personal guaranty of the Indebtedness by Guarantor.
(f)
"Indebtedness" shall
mean the following obligations of Borrower:
1.
Promissory Note of
Borrower given to Lender in the original principal amount of Three
Hundred Thousand and 00/100 ($300,000.00) Dollars;
2.
Promissory Note of
Borrower given to Lender in the original principal amount of Three
Hundred Thousand and 00/100 ($300,000.00) Dollars if the total
purchase price under the Business Transfer Agreement is not paid
full by November 12, 2004;
3.
Contract for Deeds for
the Business dated July 1, 2004 between Lender as vendor and
Borrower as vendee; and,
4.
Any other liabilities
and obligations of Borrower to Guarantor, due or to become due,
direct or indirect, absolute or contingent, and now existing or
hereafter at any time arising under any of the
foregoing.
(g)
"Business" shall mean
the fast food restaurant businesses known as Burger Time, which are
located at:
1.
Fargo, North
Dakota;
2.
Bismarck, North
Dakota;
3.
Minot, North
Dakota;
4.
Grand Forks, North
Dakota;
5.
Moorhead,
Minnesota;
6.
Detroit Lakes,
Minnesota;
7.
Elk River,
Minnesota;
8.
Waite Park,
Minnesota;
9.
Sioux City, Iowa;
and,
10.
Sioux Falls, South
Dakota.
(2)
Guaranty.
In order to induce
Lender to enter into the Business Transfer Agreement, and as
additional security to secure to Lender payment of the Indebtedness
owed by Borrower, Guarantor does hereby absolutely and
unconditionally guarantee to Lender the full and prompt payment
when due, whether at maturity or earlier by reason of acceleration
or otherwise, of the Indebtedness.
(3)
Unconditional
Nature of Guaranty. This Guaranty is absolute and
unconditional in that:
(a)
No act or thing need
occur to establish the liability of the Guarantor.
(b)
No act or thing, except
full payment and discharge of the Indebtedness, shall in any way
exonerate the Guarantor or modify, reduce, limit or release the
liability of the Guarantor.
(c)
This Guaranty is
unconditional and continuing and shall remain in force and be
binding upon the Guarantor, until all of the Indebtedness is paid
in full.
(d)
The death or
incompetence of the Guarantor shall not revoke this Guaranty,
except upon actual receipt of written notice of death by Lender and
then only as to the decedent or the incompetent and only
prospectively, as to future transactions.
(4)
Acceleration.
If the Guarantor
shall die, shall commit an act of bankruptcy under the United
States Bankruptcy Act or shall initiate or have initiated against
Guarantor any act, process or proceeding under any bankruptcy,
insolvency or reorganization law or otherwise for the modification
or adjustment of the rights of creditors, then Lender shall have
the right to declare immediately due and payable, and Guarantor
shall promptly pay to Lender, the full amount of all unmatured
indebtedness then outstanding, together with any portion of the
Indebtedness which is then due and payable.
(5)
Expansion of
Indebtedness. The amount of Indebtedness
due and owing shall not be limited.
(a)
Guarantor shall be
liable for all Indebtedness, without any limitation as to amount,
plus accrued interest at the legal rate, and all attorney's fees,
collection costs and enforcement expenses referable
thereto.
(b)
Indebtedness may be
created and continued in any amount, whether or not in excess of
the original principal amount, without affecting or impairing the
liability of the Guarantor.
(c)
Lender may pay (or
allow for the payment of) the excess out of any sums received by or
available to Lender on account of the Indebtedness from Borrower or
any other person (except the Guarantor), from their properties, out
of any collateral security, or from any other source. Such
payment (or allowance) shall not reduce, affect or impair the
liability of the Guarantor.
(6)
Waiver of
Contribution and Subrogation. Lender shall not be required
to exercise or enforce any right of contribution, reimbursement,
recourse or subrogation available to Lender as to the Indebtedness,
or against any person liable for
