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For good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, and to induce the City of Ramsey, Minnesota, a charter city organized and existing under
<br />the constitution and laws of the State of Minnesota (the "City "), to lend $1,420,000 to F & C
<br />Development, Inc., an Indiana corporation (the "Developer ") pursuant to the terms of that certain City
<br />Loan Agreement between the Developer and the City of even date herewith (the "City Loan Agreement ")
<br />and the related Promissory Note executed by Developer in favor of the City of even date herewith (the
<br />"City Note "), the undersigned hereby absolutely and unconditionally guarantees to the City the full and
<br />prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, all
<br />amounts payable by Developer to the City pursuant to the City Loan Agreement, the City Note, and all
<br />other Loan Documents (as defined therein), as the same may be amended, supplemented, restated,
<br />replaced or otherwise modified from time to time, whether such debt, liability or obligation now exists or
<br />is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due,
<br />absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and
<br />several (all such debts, liabilities and obligations being hereinafter collectively referred to as the
<br />"Indebtedness ").
<br />The undersigned further acknowledges and agrees with City that:
<br />1. No act or thing need occur to establish the liability of the undersigned hereunder,
<br />and no act or thing, except full payment and discharge of all indebtedness, shall in any way exonerate the
<br />undersigned or modify, reduce, limit or release the liability of the undersigned hereunder.
<br />2. So long as any portion of the Indebtedness remains outstanding, the undersigned
<br />shall, on or before May 15 of each year, provide the City with a reviewed financial statement for the
<br />undersigned prepared by an independent accounting firm in accordance with generally accepted
<br />accounting principals, consistently applied. If, in any year, the undersigned's net worth is less than
<br />$2,200,000.00 then the City shall have the right, upon ten (10) days written notice to Developer and the
<br />Developer's failure to provide a replacement guaranty from another individual or entity reasonably
<br />acceptable to the City and having a net worth of $2,200,000.00 or more, as evidenced by a current
<br />reviewed financial statement for the replacement guarantor prepared by an independent accounting firm
<br />in accordance with generally accepted accounting principals, consistently applied, to declare the
<br />Indebtedness immediately due and payable, and the undersigned will forthwith pay to the City the full
<br />amount of all Indebtedness, whether due and payable or unmatured. If the undersigned voluntarily
<br />commences or there is commenced involuntarily against the undersigned a case under the United States
<br />Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or unmatured, shall be
<br />immediately due and payable without demand or notice thereof.
<br />3. The liability of the undersigned hereunder shall include accrued interest, all
<br />attorneys' fees, collection costs and enforcement expenses referable thereto. Indebtedness may be created
<br />and continued in any amount, whether or not in excess of such principal amount, without affecting or
<br />impairing the liability of the undersigned hereunder. The City may apply any sums received by or
<br />2695614v8
<br />12/17/10
<br />EXHIBIT E
<br />GUARANTY
<br />GUARANTY
<br />E -1
<br />, 2011
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