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<br />FIRST AMENDMENT TO FUNDING AND GUARANTY AGREEMENT <br /> <br />This First Amendment to the Funding and Guaranty Agreement ("First Amendment") is <br />entered into as of the day of ,2007, by and between the City of Arden <br />Hills, a Minnesota municipal corporation (the "City"), CRR, LLC, a Delaware limited liability <br />company (the "Developer"), Ryan Companies US, Inc., a Minnesota corporation ("Ryan") and <br />Rehbein Companies, Inc. ("Rehbein"). <br /> <br />RECITALS <br /> <br />A The City and the u.s. Government entered into an Offer to Purchase dated <br />August 1, 2006, as amended on August 11,2006, November 15, 2006 and January 22, 2007 (the <br />"OTP"). <br /> <br />B. The City, Developer, Ryan and Rehbein entered into that certain Funding and <br />Guaranty Agreement dated August 10, 2006 (the "Guaranty"). <br /> <br />C. The City and Developer desire to enter into a Preliminary Development <br />Agreement (the "PDA") regarding the redevelopment of the property described in the OTP (the <br />"Property") and a condition of the Developer executing the PDA is that the parties enter into this <br />First Amendment. <br /> <br />D. The City, Developer, Ryan and Rehbein desire to amend the Guaranty as provided <br />in this First Amendment <br /> <br />E. <br />Guaranty. <br /> <br />Defined terms not otherwise defined herein shall be defined as set forth in the <br /> <br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of <br />which are hereby acknowledged, the parties agree that the Guaranty is amended as follows: <br /> <br />I. Paragraph 3.0C of the Guaranty is deleted in its entirety and substitoted therefore <br />is the following: <br /> <br />In the event that the OTP is executed, submitted and not thereafter <br />rescinded pursuant to its terms and the GSA conveys the Property to the <br />City pursuant to the OTP, CRR agrees to fund the purchase price and other <br />amounts due by the City to the GSA, excluding the earnest money, as <br />required pursuant to the terms and conditions of the OTP (the "Purchase <br />Price"). In this regard, the City agrees to (i) tender the Purchase Price to <br />the U.S. Government upon receipt of a wire-transfer of funds in like <br />amount to the City of Arden Hills' bank account and (ii) simultaneously <br />convey the Property to CRR pursuant to the terms of a master <br />development agreement to be entered into between CRR and the City. <br /> <br />304669v2 SJB AR200-4 <br /> <br />1 <br />