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• GUARANTY
<br /> Elk River, Minnesota
<br /> June 15, 1999
<br /> For valuable consideration, the receipt and sufficiency of which are hereby
<br /> acknowledged, and in consideration of and to induce financial accommodations given or to be given
<br /> or continued at any time and from time to time by the Economic Development Authority of the City
<br /> of Elk River (hereinafter called the "Lender")to or for the account of Badger Die Casting, LLC, a
<br /> Minnesota limited liability company(hereinafter called the "Borrower"), the undersigned absolutely
<br /> and unconditionally guarantees to the Lender the full and prompt payment when due, whether at
<br /> maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness, obligations and
<br /> liabilities of the Borrower(and any and all successors of the Borrower) to the Lender and also to
<br /> others to the extent of their participations granted to or interests therein created or acquired for them
<br /> by the Lender, now or hereafter existing, absolute or contingent, independent,joint, several or joint
<br /> and several, secured or unsecured, due or to become due, contractual or tortious, liquidated or
<br /> unliquidated, arising by assignment or otherwise, including without limitation all indebtedness,
<br /> obligations and liabilities owed by the Borrower (and any and all successors of the Borrower) as a
<br /> member of any partnership, syndicate, association or other group, and whether incurred by the
<br /> Borrower (or any successor of the Borrower) as principal, surety, endorser, guarantor,
<br /> iaccommodation party or otherwise (hereinafter collectively referred to as the "Indebtedness"); and
<br /> the undersigned agrees to pay on demand all of the Lender's fees, costs, expenses and attorneys' fees
<br /> in connection with the Indebtedness, any security therefor, and this guaranty, plus interest on such
<br /> amounts at the highest rate then applicable to any of the Indebtedness.
<br /> The Lender may at any time and from time to time, without consent of or notice to
<br /> the undersigned,without incurring responsibility to the undersigned, without releasing, impairing or
<br /> affecting the liability of the undersigned hereunder, upon or without any terms or conditions, and in
<br /> whole or in part: (1)sell,pledge, surrender, compromise, settle, release, renew, subordinate, extend,
<br /> alter, substitute, exchange, change, modify or otherwise dispose of or deal with in any manner and
<br /> in any order any Indebtedness, any evidence thereof, or any security or other guaranty therefor; (2)
<br /> accept any security for or other guarantors of any Indebtedness; (3) fail, neglect or omit to obtain,
<br /> realise upon or protect any Indebtedness or any security therefor, to exercise any lien upon or right
<br /> to any money, credit or property toward the liquidation of the Indebtedness, or to exercise any other
<br /> right against the Borrower, the undersigned, any other guarantor or any other person; and (4) apply
<br /> any payments and credits to the Indebtedness in any manner and in any order. No act, omission or
<br /> thing, except full payment and discharge of the Indebtedness, which but for this provision could act
<br /> as a release or impairment of the liability of the undersigned hereunder, shall in any way release,
<br /> impair or otherwise affect the liability of the undersigned hereunder, and the undersigned waives any
<br /> and all defenses of the Borrower pertaining to the Indebtedness, any evidence thereof, and any
<br /> security therefor, except the defense of discharge by payment. The failure of any person or persons
<br /> to sign this or any other guaranty shall not release, impair or affect the liability of the undersigned
<br /> KeesK 995388.1
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