Exhibit 10.4
GUARANTY
TO: XXXXXX X. XXXXXX
1. For valuable consideration, receipt and sufficiency of which is hereby
acknowledged, the undersigned (herein referred to as "Guarantor"),
unconditionally guarantees and promises to pay to XXXXXXX X. XXXXXX,
(hereinafter call "Holder"), or order, on demand, in lawful money of the United
States, any and all indebtedness of CIRCUIT SOURCE INTERNATIONAL, INC.,
(hereinafter call "Debtor"), to Holder, including that certain Promissory Note
of even date herewith in the original principal amount of $2,000,000.00. The
word "indebtedness" is used herein in its most comprehensive sense and includes
any and all debts, obligations, and liabilities of Debtor heretofore, now, or
hereafter made, incurred, or created, whether voluntary or involuntary and
however arising, whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, and whether Debtor may be liable
individually or jointly with others, or whether recovery upon such indebtedness
may be or hereafter becomes otherwise unenforceable.
2. This Guaranty shall bind and obligate the undersigned and his successors
and assigns with said Debtor jointly and severally for the payment of said
indebtedness precisely as if the same had been contracted and was due and owing
by the undersigned himself. This is a continuing guaranty relating to any
indebtedness referred to hereinafter, including that arising which shall either
continue the indebtedness or from time to time renew it.
3. The obligations hereunder are joint and several and independent of the
obligations of Debtor, and a separate action or actions may be brought and
prosecured against Guarantor whether action is brought against Debtor or whether
Debtor be joined in any such action or actions, and Guarantor waives the benefit
of any statute of limitations affecting the liability hereunder or the
enforcement thereof.
4. Guarantor authorizes Holder, without notice or demand and without
affecting the liability hereunder, from time to time to: (a) at the request of
Debtor renew, compromise, extend, accelerate, or otherwise change the time for
payment of, or otherwise change the terms of, the indebtedness or any part
thereof, including increase or decrease of the rate of interest thereon; (b)
take and hold security for the payment of this Guaranty or indebtedness
guaranteed and exchange, enforce, waive, or release and such security; and (c)
apply such security and direct the order or manner of sale thereof as Holder, in
Holder's discretion, may determine.
5. Guarantor waives any right to require Holder to (a) proceed against
Debtor, (b) proceed against or exhaust any security held from Debtor, or (c)
pursue any other remedy in Holder's power whatsoever. Guarantor specifically
waives the provisions of Arizona Revised Statutes Sec. 12-1641, et seq.
Guarantor waives any defense arising by reason of any disability or other
defense of Debtor or by reason of the cessation of the liability of Debtor from
any cause whatsoever. Until all indebtedness of Debtor to Holder shall have been
paid in full, Guarantor shall have no right to subrogation, and hereby waives
any right to enforce any remedy which Holder now has or may hereafter have
against Debtor, and waives any benefit of, and any right to participate in, any
security now or hereafter held by Holder.
6. In the event of default by Debtor, any indebtedness of Debtor then held
by Guarantor shall be subordinated to the indebtedness of Debtor to Holder, and
such indebtedness of Debtor to any Guarantor, if Holder so requests, shall be
collected, enforced, and received by Guarantor as trustee for Holder and be paid
over to Holder on account of the indebtedness of Debtor to Holder, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty.
7. In the event Debtor is unable or unwilling, for any reason whatsoever,
including illegality of the payments or of the transaction upon which the
indebtedness is based, to make the payments on account of said indebtedness
referred to hereinabove, Guarantor agrees to make said payments to Holder.
8. In the event of any action or proceeding brought by either party against
the other under this Guaranty, the prevailing party shall be entitled to recover
for the fees of its attorneys in such action or proceeding such amount as the
Court may adjudge reasonable as attorneys' fees.
9. This Guaranty shall be governed and construed in accordance with the
laws of the State of Arizona. Should any action be commenced in connection with
this Guaranty or the underlying Promissory Note, the proper venue shall be a
forum located in Maricopa County, Arizona, having jurisdiction over the subject
matter and the parties hereto hereby waive every right to object to the same.
10. To meet context requirements, whenever the singular is used it shall
include the plural, and the masculine shall include the feminine, and the word
"person" shall include corporation, firm, partnership, or other form of
association.
IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty
this 1st day of October, 2001.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
