Exhibit 10.3
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (the "Agreement") is entered into this 13 day of
--
January, 2006, by XXXXX X. XXXXX and XXXXXXXX X. XXXXX, (the "GUARANTOR"), and
in favor of TELESIS TECHNOLOGY CORPORATION, a Florida corporation, (the
"LENDER"), and is made in reference to the following facts:
(A) On or about even date herewith, GLOBAL TECHNOLOGY COMPONENTS, LLC, a
Florida limited liability company, (the "Borrower"), has executed and delivered
or will execute and deliver to the Lender a certain Promissory Note (the "Note")
and Security Agreement (the "Security Agreement"), encumbering the business
assets described in said Security Agreement, to evidence a principal
indebtedness of ONE HUNDRED SIXTY-FIVE THOUSAND and NO/100 DOLLARS
($165,000.00).
(B) As a condition to making the loan evidenced by the Note, the Lender
requires that the Guarantor execute and deliver this Guaranty Agreement to the
Lender.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable considerations, and to induce the Lender to make the loan referenced
above, the Guarantor, jointly and severally with Borrower and all other
guarantors, do hereby covenant and agree as follows:
1. RECITALS. The parties agree that the statements contained in the
recitals of fact set forth above (the "Recitals") are true and correct and the
Recitals by this reference are made a part of this Agreement.
2. GUARANTY. Guarantor does hereby irrevocably and unconditionally
personally guarantee to the Lender the prompt payment of ONE HUNDRED SIXTY-FIVE
THOUSAND and NO/I00 DOLLARS ($165,000.00), of the principal of the loan, all of
the interest on the loan, and any advancements made pursuant to the terms of the
Note and Security Agreement, as well as the performance and observance by
Borrower of the terms, conditions, covenants, stipulations and agreements of the
Security Agreement and any other instrument of security securing the Note or any
other instrument executed in connection with the loan evidenced by the Note (the
"Instruments of Security"), including any extensions, modifications, renewals or
amendments of any such Instrument of Security, which has been executed or will
hereafter be executed by Borrower in favor of Lender.
3. INDEMNITY. Guarantor does agree to indemnify and save harmless the
Lender from and against all reasonable costs, expenses and attorney fees that
may be incurred by the Lender in connection with the collection or enforcement
of the Note, Security Agreement, Instruments of Security or this Agreement,
including but not limited to reasonable attorneys' fees and costs, as well as
such fees and costs on any appeal, in any bankruptcy proceedings and in any post
judgment proceedings.
4. DEFAULT. A default under the Note shall be and constitute a default
under any and all other notes or other evidence of indebtedness and any
instruments of security for such note in which Guarantor is liable and of which
the Lender is the holder. The Lender is hereby granted a lien upon and a
security interest in all property of Guarantor now or at any time hereafter in
the possession of the Lender in any capacity whatsoever, including but not
limited to any balance or share of any deposit, trust, or agency account as
security for the payment of the Note, and the Lender is hereby authorized to
apply, on or after maturity (whether by acceleration or otherwise) to the
payment of this debt any such funds or property in possession of the Lender
belonging to Guarantor, in such order of application as Lender may from time to
time elect, without advance notice.
5. ENFORCEMENT. The Lender may enforce the provisions hereof from time to
time as often as occasion therefor may arise. Lender shall not be required to
first exercise any rights against any other person or party primarily or
secondarily liable in respect to the loan or the obligations of Guarantor
hereunder and shall not be required first to initiate, pursue or exhaust any
remedies available to Lender against any other person or party or to resort to
or enforce any security in its possession or under its control. Guarantor is
jointly and severally liable on the Note, Security Agreement and all other
Instruments of Security along with the Borrower and all other guarantors
thereof.
6. WAIVER. No course of dealing, delay or omission on the part of the
Lender in exercising or enforcing any of its rights or remedies under the Note,
Security Agreement, Instruments of Security or hereunder shall impair or be
prejudicial to the rights and remedies of the Lender hereunder and the
enforcement hereof The Lender may extend, modify or postpone the time and manner
of payment and performance of the Note, Security Agreement, Instruments of
Security and this Agreement, and may make advances and disbursements under the
Note, Security Agreement and Instruments of Security, all without notice to or
consent by the Guarantor and without thereby releasing, discharging or
diminishing Lender's rights and remedies against the Guarantor hereunder.
Guarantor waives each and every one of the following: notice of acceptance of
this Agreement; notice of occurrence of any default under the Note, Security
Agreement, Instruments of Security, or hereunder; presentment; demand; protest;
and notices of any and all action at any time taken or omitted by the Lender in
connection with the loan or this Agreement.
7. FLORIDA LAW. This Guaranty Agreement is delivered in the State of
Florida and shall be construed according to the laws of Florida and shall inure
to the benefit of and be enforceable by the Lender and its successors and
assigns as holder and owner of the Note, Security Agreement and Instruments of
Security, and shall be enforceable against and binding upon Guarantors and
Guarantors' representatives, successors and assigns.
IN WITNESS WHEREOF, the Guarantor has executed this Agreement on the day
and year first above written.
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
/s/ Xxxxxxxx X. Xxxxx
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XXXXXXXX X. XXXXX
