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EXHIBIT E-1
<br />CORPORATE GUARANTY
<br />, 2012
<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 $1,420,000 to F & C Ramsey Member, LLC, an Indiana limited liability
<br />company ("Borrower") pursuant to the terms of that certain Loan Agreement between Borrower
<br />and the HRA of even date herewith (the "Loan Agreement") and the related Promissory Note
<br />executed by Borrower in favor of the HRA of even date herewith ("Note No. 1"), the
<br />undersigned hereby absolutely and unconditionally guarantees to the HRA the full and prompt
<br />payment when due, whether at maturity or earlier by reason of acceleration or otherwise, all
<br />amounts payable by Borrower to the HRA pursuant to Note No. 1, as the same may be amended,
<br />supplemented, restated, replaced or otherwise modified from time to time, whether such debt,
<br />liability or obligation now exists or is hereafter created or incurred, and whether it is or may be
<br />direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated
<br />or unliquidated, or joint, several or joint and several (all such debts, liabilities and obligations
<br />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 reviewed
<br />financial statement for the undersigned prepared by a certified public accountant (who may be an
<br />employee of the undersigned) in accordance with generally accepted accounting principles,
<br />consistently applied, and (b) a copy of the undersigned's filed federal tax return. If, in any year,
<br />the undersigned's net worth is less than $2,200,000.00 then the HRA shall have the right, upon
<br />ten (10) days written notice to Borrower and Borrower's failure to provide a replacement
<br />guaranty from another individual or entity reasonably acceptable to the HRA and having a net
<br />worth of $2,200,000.00 or more, as evidenced by a current reviewed financial statement for the
<br />replacement guarantor prepared by an independent accounting firm in accordance with generally
<br />accepted accounting principles, consistently applied, to declare the Indebtedness immediately
<br />due and payable, and the undersigned will forthwith pay to the HRA the full amount of all
<br />Indebtedness, whether due and payable or unmatured. If the undersigned voluntarily commences
<br />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,
<br />shall be immediately due and payable without demand or notice thereof.
<br />E-1-1
<br />2695614v16
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