|
• GUARANTY
<br /> Elk River, Minnesota
<br /> January 29 , 1998
<br /> FOR VALUABLE CONSIDERATION,the receipt and sufficiency of which is hereby
<br /> acknowledged, and in consideration of and to induce financial accommodations of any kind, with or
<br /> without security, given or to be given or continued at any time and from time to time by the
<br /> ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER(hereinafter called
<br /> the"Lender")to or for the account of NORTHSTAR DIE CASTING, L.L.C. (hereinafter called the
<br /> "Borrower"), the undersigned absolutely and unconditionally guarantees to the Lender the full and
<br /> prompt payment when due,whether at maturity or earlier by reason of acceleration or otherwise, of .
<br /> any and all indebtedness, obligations and liabilities of the Borrower(and any and all successors of the
<br /> Borrower)to the Lender and also to others to the extent of their participations granted to or interests
<br /> therein created or acquired for them by the Lender, now or hereafter existing, absolute or contingent,
<br /> independent, joint, several or joint and several, secured or unsecured, due or to become due,
<br /> contractual or tortious, liquidated or unliquidated, arising by assignment or otherwise, including
<br /> without limitation all indebtedness, obligations and liabilities owed by the Borrower(and any and all
<br /> successors of the Borrower) as a member of any partnership, syndicate, association or other group,
<br /> and whether incurred by the Borrower (or any successor of the Borrower) as principal, surety,
<br /> endorser, guarantor, accommodation party or otherwise (hereinafter collectively referred to as the
<br /> "Indebtedness"); and the undersigned agrees to pay on demand all of the Lender's fees, costs,
<br /> • expenses and reasonable attorneys' fees in connection with the Indebtedness, any security therefor,
<br /> and this guaranty, plus interest on such amounts at the highest rate then applicable to any of the
<br /> 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 /> realize 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 /> hereunder. This guaranty is a primary obligation of the undersigned and the Lender shall not be
<br /> • required to first resort for payment of the Indebtedness to the Borrower or any other person, their
<br /> properties or estates, or any security or other rights or remedies whatsoever. The undersigned shall
<br /> Phi11A 543278.1
<br />
|