|
EXHIBIT E-2
<br />PERSONAL GUARANTY
<br />, 2011
<br />For good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, and to induce The Housing and Redevelopment Authority in and for the City of
<br />Ramsey, Minnesota, a body politic and corporate under the laws of the State of Minnesota (the
<br />"HRA"), to lend $I j to F & C Ramsey, LLC, an Indiana limited liability
<br />company ("Developer") pursuant to the terms of that certain Loan Agreement between
<br />Developer and the HRA of even date herewith (the "Loan Agreement") and the related
<br />Promissory Note executed by Developer in favor of the HRA of even date herewith ("Note No.
<br />2"), the undersigned hereby absolutely and unconditionally guarantees to the HRA the full and
<br />prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise,
<br />all amounts payable by Developer to the HRA pursuant to Note No. 2, as the same may be
<br />amended, supplemented, restated, replaced or otherwise modified from time to time, whether
<br />such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is
<br />or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary,
<br />liquidated or unliquidated, or joint, several or joint and several (all such debts, liabilities and
<br />obligations being hereinafter collectively referred to as the "Indebtedness").
<br />The undersigned further acknowledges and agrees with HRA that:
<br />1. No act or thing need occur to establish the liability of the undersigned
<br />hereunder, and no act or thing, except full payment and discharge of all Indebtedness, shall in
<br />any way exonerate the undersigned or modify, reduce, limit or release the liability of the
<br />undersigned hereunder.
<br />2. So long as any portion of the Indebtedness remains outstanding, the
<br />undersigned shall, on or before May 15 of each year, provide the HRA with (a) a personal
<br />financial statement for the undersigned certified by the undersigned, and (b) a copy of the
<br />undersigned's filed federal tax return. If, in any year, the undersigned's liquid net worth is less
<br />than $1,000,000.00 then the HRA shall have the right, upon ten (10) days written notice to
<br />Developer and Developer's failure to provide a replacement guaranty from another individual or
<br />entity reasonably acceptable to the HRA and having a liquid net worth of $1,000,000.00 or more,
<br />as evidenced by a current reviewed financial statement for the replacement guarantor prepared
<br />by an independent accounting firm in accordance with generally accepted accounting principles,
<br />consistently applied, to declare the Indebtedness immediately due and payable, and the
<br />undersigned will forthwith pay to the HRA the full amount of all Indebtedness, whether due and
<br />payable or unmatured. If the undersigned voluntarily commences or there is commenced
<br />involuntarily against the undersigned a case under the United States Bankruptcy Code, the full
<br />amount of all Indebtedness, whether due and payable or unmatured, shall be immediately due
<br />and payable without demand or notice thereof.
<br />3. The liability of the undersigned hereunder shall include, in addition to the
<br />Indebtedness, all attorneys' fees, collection costs and enforcement expenses referable thereto.
<br />E-2-1
<br />2695614v12
<br />
|