Exhibit 10.59


 


	
  GUARANTOR NAME AND ADDRESS

  	
   

  	
  LENDER NAME AND ADDRESS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Number

  
	
  R.B.A. Inc.

  	
   

  	
  Investors Community Bank

  	
   

  	
   

  
	
  300 S. 16th St., P.O Box 668

  	
   

  	
  860 N. Rapids Road

  	
   

  	
   

  
	
  Manitowoc, Wl 54221-0668

  	
   

  	
  P.O. Box 700

  	
   

  	
  Amount

  
	
   

  	
   

  	
  Manitowoc, Wl 54221-0700

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date

  



 


GUARANTY


 


DATE.
The date of this Guaranty is as of October 22, 2008.


 


For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  and to induce Lender (with
its participants, successors and assigns), at its option, at any time or from
time to time to make loans or extend other accommodations to or for the account
of Tower Tech Systems Inc. (Borrower) or to engage in any other transactions with
Borrower, the Guarantor hereby absolutely and unconditionally guarantees to the
Lender the full and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise, of the debts, liabilities and obligations
described as follows: 


 


INDEBTEDNESS.


 


o   Specific
Debts. The Guarantor guarantees to Lender the payment and
performance of the debt, liability or obligation of Borrower to Lender
evidenced by or arising out of the following:
                                                                                               
and any extensions, renewals or replacements thereof (Indebtedness).


 


x   All Debts. Except as this Guaranty may otherwise provide,
the Guarantor guarantees to Lender the payment and performance of each and
every debt, liability and obligation of every type and description which
Borrower may now or at any time hereafter owe to Lender (whether such debt,
liability or obligation now exists or is hereafter created or incurred, and
whether it is or may be direct or indirect, due or to become due, absolute or
contingent, primary or secondary, liquidated or unliquidated, or joint,
several, or joint and several; all such debts, liabilities and obligations
(Indebtedness)). Without limitation, this Guaranty includes the following
described debt(s):


 


See Agreement
Governing Extensions of Credit between lender and borrower dated 3/21/2008.


 


Exclusions.


 


o   Guarantor will be liable for
$                                               of
the principal amount of the Indebtedness 
outstanding at default and for all of the accrued interest, and the
expenses of collection, enforcement or protection of Lender’s rights and
remedies under this Guaranty, including reasonable attorneys’ fees.


 


o   Guarantor’s liability will
not exceed                    
% of the Indebtedness outstanding at default and all of the accrued interest,
and the expenses  of collection,
enforcement or protection of Lender’s rights and remedies under this Guaranty,
including reasonable attorneys’ fees.


 


o   Indebtedness
Excludes:


 


SECURITY.


 


x   the
Guaranty is unsecured.


o    secured
by


.


 


IL only  o  CONFESSION OF JUDGMENT. If Guarantor defaults, it authorizes
any attorney to appear in a court of record and confess judgment against it in
favor of Lender. The confession of judgment may be without process and for any
amount due on this Guaranty including collection costs and reasonable
attorneys’ fees.


 


PA only o WARRANT OF
AUTHORITY TO CONFESS JUDGMENT. Upon default, in addition to all other remedies
and rights available to Lender, by signing below Guarantor irrevocably authorizes
the prothonotary, clerk, or any attorney to appear in any court of record
having jurisdiction over this matter and to confess judgment against Guarantor
at any time without stay of execution. Guarantor waives notice, service of
process and process. Guarantor agrees and understands that judgment may be
confessed against Guarantor for any unpaid principal, accrued interest and
accrued charges due on this Note, plus collection costs and reasonable
attorneys’ fees up to 15 percent of the judgment. The exercise of the power to
confess judgment will not exhaust this warrant of authority to confess judgment
and may be done as often as Lender elects. Guarantor further understands that
Guarantor’s property may be seized without prior notice to satisfy the debt
owed. Guarantor knowingly, intentionally, and voluntarily waives any and all
constitutional rights Guarantor has to pre-deprivation notice and hearing under
federal and state laws and fully understands the consequences of this waiver.


 


By signing
immediately below, Guarantor agrees to the terms of the WARRANT OF AUTHORITY TO
CONFESS JUDGMENT section.


 


SIGNATURES. By
signing under seal, Guarantor agrees to the terms contained in this Guaranty
(including those on page 2). Guarantor also acknowledges receipt of a copy
of this Guaranty.


 


GUARANTOR:


 


 


	
  R. B. A. Inc.

  	
   

  
	
  Entity Name

  	
  (Seal)

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jeff Jandry

  	
   

  
	
  Name, Title Jeff Jandry, Controller and Treasurer

  	
  (Seal)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name, Title

  	
  (Seal)

  	
   

  



 


© 2001 Wolters Kluwer Financial Services - Bankers SystemsTM Form M-250   8/29/2006.


 


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ADDITIONAL PROVISIONS


 


The
Guarantor further acknowledges and agrees with Lender that:


 


1.  No act or thing need occur to establish the liability of
the Guarantor hereunder, and no act or thing, except full payment and discharge
of all Indebtedness, shall in any way exonerate the Guarantor or modify,
reduce, limit or release the liability of the Guarantor hereunder.


 


2.  This is an absolute, unconditional and continuing Guaranty
of payment of the Indebtedness and will continue to be enforceable against the
Guarantor, whether or not all Indebtedness is paid in full, until this Guaranty
is revoked by written notice actually received by the Lender. Any revocation
shall not be effective as to any Indebtedness existing or committed to at the
time of actual receipt of notice by the Lender, or as to any renewals,
extensions and refinancings thereof.


 


The
Guarantor represents and warrants to the Lender that the Guarantor has a direct
and substantial economic interest in Borrower and expects to derive substantial
benefits therefrom and from any loans and financial accommodations resulting
from the creation of Indebtedness guaranteed hereby, and that this Guaranty is
given for a business purpose. The Guarantor agrees to rely exclusively on its
right to revoke this Guaranty prospectively as to future transactions by
written notice actually received by Lender if at any time the benefits then
being received by the Guarantor in connection with this Guaranty are not
sufficient to warrant its continuance as a Guarantor as to future Indebtedness.
Accordingly, the Lender may rely conclusively on a continuing warranty, hereby
made, that the Guarantor continues to be benefited by this Guaranty and that
the Lender has no duty to inquire into or confirm the receipt of any benefits,
and that this Guaranty will be enforceable without regard to the receipt,
nature or value of any such benefits.


 


3.  If the Guarantor is dissolved or becomes insolvent,
however defined, or revokes this Guaranty, then the Lender has the right to
declare the full amount of all Indebtedness immediately due and payable, and
the Guarantor will forthwith pay the Lender. If the Guarantor voluntarily
commences or there is commenced involuntarily against the Guarantor a case
under the United States Bankruptcy Code, the full amount of all Indebtedness,
whether due and payable or unmatured, will become immediately due and payable
without demand or notice thereof.


 


4.  The Guarantor will be liable for all Indebtedness, without
any limitation as to amount, plus accrued interest thereon and all other costs,
fees, and expenses agreed to be paid under all agreements evidencing the
Indebtedness and securing the payment of the Indebtedness, and all attorneys’
fees, collection costs and enforcement expenses referable thereto. Indebtedness
may be created and continued in any amount, whether or not in excess of such
principal amount, without affecting or impairing the liability of the Guarantor
hereunder. The Lender may apply any sums received by or available to the 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 to payment of the excess. Such application of receipts will not
reduce, affect or impair the liability of the Guarantor hereunder. If the
liability of the Guarantor is limited pursuant to this paragraph 4, any payment
made by the Guarantor under this Guaranty will be effective to reduce or
discharge its liability only if accompanied by a written transmittal document,
received by the Lender, advising that such payment is made under this Guaranty
for that purpose.


 


5.  The Guarantor will pay or reimburse the Lender for all
costs and expenses (including reasonable attorneys’ fees and legal expenses)
incurred by the Lender in connection with the protection, defense or
enforcement of this Guaranty in any litigation or bankruptcy or insolvency
proceedings.


 


6.  Whether or not any existing relationship between the
Guarantor and Borrower has been changed or ended and whether or not this
Guaranty has been revoked, the Lender may, but shall not be obligated to, enter
into transactions resulting in the creation or continuance of Indebtedness, without
any consent or approval by the Guarantor and without any notice to the
Guarantor. The liability of the Guarantor will not be affected or impaired by
any of the following acts or things (which the Lender is expressly authorized
to do, omit or suffer from time to time, both before and after revocation of
this Guaranty, without notice to or approval by the Guarantor): (i) any
acceptance of collateral security, Guarantors, accommodation parties or
sureties for any or all Indebtedness; (ii) any one or more extensions or
renewals of Indebtedness (whether or not for longer than the original period)
or any modification of the interest rates, maturities or other contractual
terms applicable to any Indebtedness; (iii) any waiver, adjustment,
forbearance, compromise or indulgence granted to Borrower, any delay or lack of
diligence in the enforcement of Indebtedness, or any failure to institute
proceedings, file a claim, give any required notices or otherwise protect any
Indebtedness; (iv) any full or partial release of, settlement with, or
agreement not to sue, Borrower or any other Guarantor or other person liable in
respect of any Indebtedness; (v) any discharge of any evidence of
Indebtedness or the acceptance of any instrument in renewal thereof or
substitution therefor; (vi) any failure to obtain collateral security
(including rights of setoff) for Indebtedness, or to see to the proper or
sufficient creation and perfection thereof, or to establish the priority
thereof, or to protect, insure, or enforce any collateral security; or any
release, modification, substitution, discharge, impairment, deterioration,
waste, or loss of any collateral security; (vii) any foreclosure or
enforcement of any collateral security; (viii) any transfer of any
Indebtedness or any evidence thereof; (ix) any order of application of any
payments or credits upon Indebtedness; (x) any election by the Lender
under §1111(b)(2) of the United States Bankruptcy Code.


 


7.  The Guarantor waives any and all defenses, claims and
discharges of Borrower, or any other obligor, pertaining to Indebtedness,
except the defense of discharge by payment in full. Without limiting the
generality of the foregoing, the Guarantor will not assert, plead or enforce
against the Lender any defense of waiver, release, estoppel, statute of
limitations, res judicata, statute of frauds, fraud, forgery, incapacity,
minority, usury, illegality or unenforceability which may be available to
Borrower or any other person liable in respect of any Indebtedness, or any
setoff available against the Lender to Borrower or any such other person,
whether or not on account of a related transaction. The Guarantor expressly
agrees that the Guarantor will be liable, to the fullest extent permitted by
applicable law, for any deficiency remaining after foreclosure of any mortgage
or security interest securing Indebtedness, whether or not the liability of
Borrower or any other obligor for such deficiency is discharged pursuant to
statute or judicial decision. The Guarantor shall remain obligated, to the
fullest extent permitted by law, to pay such amounts as though Borrower’s
obligations had not been discharged.


 


8.  The Guarantor further agree(s) that Guarantor will be
obligated to pay Indebtedness even though any other person obligated to pay
Indebtedness, including Borrower, has such obligation discharged in bankruptcy
or otherwise discharged by law. “Indebtedness” shall include post-bankruptcy
petition interest and attorneys’ fees and any other amounts which Borrower is
discharged from paying or which do not accrue to Indebtedness due to Borrower’s
discharge, and Guarantor will be obligated to pay such amounts as fully as if
Borrower’s obligations had not been discharged.


 


9.  If any payment applied by the Lender to Indebtedness is
thereafter set aside, recovered, rescinded or required to be returned for any
reason (including, without limitation, the bankruptcy, insolvency or
reorganization of Borrower or any other obligor), the Indebtedness to which
such payment was applied will for the purposes of this Guaranty be deemed to
have continued in existence, notwithstanding such application, and this
Guaranty will be enforceable as to such Indebtedness as fully as if such
application had never been made.


 


10.  Until the obligations of the Borrower to Lender have been
paid in full, the Guarantor waive(s) any claim, remedy or other right
which the Guarantor may now have or hereafter acquire against Borrower or any
other person obligated to pay Indebtedness arising out of the creation or
performance of the Guarantor’s obligation under this Guaranty, including,
without limitation, any right of subrogation, contribution, reimbursement,
indemnification, exoneration or any right to participate in any claim or remedy
the Guarantor may have against the Borrower, collateral, or other party
obligated for Borrower’s debt, whether or not such claim, remedy, or right
arises in equity, or under contract, statute or common law.


 


11.  The Guarantor waives presentment, demand for payment,
notice of dishonor or nonpayment, and protest of any instrument evidencing
Indebtedness. The Lender will not be required first to resort for payment of
the Indebtedness to Borrower or other persons or their properties, or first to
enforce, realize upon or exhaust any collateral security for Indebtedness,
before enforcing this Guaranty.


 


12.  The liability of the Guarantor under this Guaranty is in
addition to and is cumulative with all other liabilities of the Guarantor to
the Lender as Guarantor or otherwise, without any limitation as to amount,
unless the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary.


 


13.  To induce Lender to enter into the Loan, Guarantor makes
these representations and warranties for as long as Guaranty is in effect.
Guarantor is duly organized, validly existing and in good standing under the
laws in the jurisdiction where Guarantor was organized and is duly qualified,
validly existing and in good standing in all jurisdictions in which Guarantor
operates or Guarantor owns or leases property. Guarantor has the power and
authority to enter into this transaction and to carry on Guarantor’s business
or activity as now conducted. The execution, delivery and performance of this
Guaranty and the obligation evidenced by this Guaranty are within Guarantor’s
duly authorized powers; have received all necessary governmental approval; will
not violate any provision of law or order of court or governmental agency; and
will not violate any agreement to which Guarantor is a party or to which
Guarantor is or any of Guarantor’s property is subject. Other than previously
disclosed in writing to Lender, Guarantor has not changed Guarantor’s name or
principal place of business within the last ten years and has not used any
other trade or fictitious name. Without Lender’s prior written consent,
Guarantor does not and will not use any other name and will preserve
Guarantor’s existing name, trade names and franchises. Guarantor owns or leases
all property that Guarantor needs to conduct Guarantor’s business and
activities. All of Guarantor’s property is free and clear of all liens,
security interests, encumbrances and other adverse claims and interests, except
those Lender previously agreed to in writing. Guarantor is not violating any
laws, regulations, rules, orders, judgments or decrees applicable to Guarantor
or Guarantor’s property, except for those that Guarantor is challenging in good
faith through proper proceedings after providing adequate reserves to fully pay
the claim and its challenge should Guarantor lose.


 


14.  This Guaranty is effective upon delivery to the Lender, without
further act, condition or acceptance by the Lender. It will be binding upon the
Guarantor and the successors and assigns of the Guarantor and will inure to the
benefit of the Lender and its participants, successors and assigns. If there be
more than one Guarantor, all agreements and promises herein shall be construed to
be, and are hereby declared to be, joint and several in each and every
particular and shall be fully binding upon and enforceable against either, any
or all the Guarantors. Any invalidity or unenforceability of any provision or
application of this Guaranty will not affect other lawful provisions and
application hereof, and to this end the provisions of this Guaranty are
declared to be severable. Except as allowed by the terms herein, this Guaranty may
not be waived, modified, amended, terminated, released or otherwise changed
except by a writing signed by the Guarantor and the Lender. This Guaranty shall
be governed by the laws of the State in which it is executed. The Guarantor
waives notice of  the Lender’s acceptance hereof.


 


© 2001 Wolters
Kluwer Financial Services - Bankers SystemsTM Form M-250   8/29/2006.


 


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