EXECUTION COPY
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MERRILL CORPORATION
("Guarantor")
IN FAVOR OF
MINNESOTA AGRICULTURAL AND ECONOMIC DEVELOPMENT BOARD,
as successor to the Minnesota Energy
and Economic Development Authority
("Authority")
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GUARANTY
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Dated as of December 31, 1993
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GUARANTY
THIS GUARANTY is made and entered into as of December 31, 1993 (the
"Guaranty") by and between Merrill Corporation, a Minnesota corporation,
together with such persons as may become Guarantors pursuant to Section 2.10
of this Guaranty (each a "Guarantor" and collectively the "Guarantors"), in
favor of the Minnesota Agricultural and Economic Development Board, as
successor to the Minnesota Energy and Economic Development Authority (the
"Authority"), a public body authorized to act on behalf of the State of
Minnesota within the scope of Minnesota Statutes 1986, Chapter 116M, as
amended, and Minnesota Statutes, Chapter 42A (the "Act").
WITNESSETH:
WHEREAS, the Authority entered into a Loan Agreement dated as of
November 1, 1985 with May Printing Company, a Minnesota corporation (the
"Borrower") (the "Original 1985 Loan Agreement") as amended by the First
Amendment to 1985 Loan Agreement dated as of July 1, 1990 (the "First
Amendment to 1985 Loan Agreement") between the Borrower and the Authority (the
Original 1985 Loan Agreement as amended by the First Amended to 1985 Loan
Agreement are ferred to herein as the "1985 Loan Agreement") under which was
issued an accompanying promissory note, in the principal amount of $1,000,000
(the "1985 Note") in order to finance the Project (as defined in the 1985 Loan
Agreement); and
WHEREAS, the Authority entered into a Loan Agreement dated as of July 1,
1990 (the "1990 Loan Agreement"), under which was issued an accompanying
promissory note, in the original principal amount of $4,205,000 (the "1990
Note") with the Borrower in order to finance the cost of the Project (as
defined in the 1990 Loan Agreement); and
WHEREAS, the Borrower has entered into an agreement under which the
Borrower will sell and transfer to Merrill Acquisition Corp. (the "Successor
Borrower") substantially all of its assets, and Successor Borrower will assume
selected liabilities of the Borrower, including without limitation the
obligations of the Borrower under the 1985 Loan Agreement and 1990 Loan
Agreement; and
WHEREAS, pursuant to the terms and conditions of the Loan Agreements,
the Borrower is seeking the consent of the Authority on behalf of the
bondholders, to the assumption by Successor Borrower, as the Successor
Borrower to the 1985 Loan Agreement and the 1990 Loan Agreement, of the
obligations of the Borrower under the 1985 Loan Agreement and the 1990 Loan
Agreement; and
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WHEREAS, in connection with such request, Successor Borrower has further
requested that the 1985 Loan Agreement and the 1990 Loan Agreement be amended
to incorporate and adopt the terms and conditions set forth in that certain
Second Amendment to Loan Agreement of even date, which amends the 1985 Loan
Agreement, and that certain First Amendment to Loan Agreement of even date,
which amends the 1990 Loan Agreement; and
WHEREAS, each amendment provides that the Successor Borrower's parent
company, Merrill Corporation (the "Guarantor"), will enter into this Guaranty
as a condition to the Authority's approval of the sale to, transfer to, and
assumption of the assets of the Borrower by, the Successor Borrower; and
WHEREAS, the Guarantor is desirous that the Authority grant its consent
to said transactions and is willing to enter into this Guaranty in order to
achieve the approval and consent of the Authority;
NOW, THEREFORE, in consideration of the premises, subject to the terms
hereof, the Guarantor does hereby unconditionally and irrevocably covenant and
agree with the Authority as follows:
ARTICLE 1
REPRESENTATION AND WARRANTIES OF THE GUARANTOR
The Guarantor hereby represents and warrants that:
Section 1.1. AUTHORITY.
(a) The Guarantor has all requisite power and capacity to own and
operate its Properties and to carry on its business as now conducted and as
presently proposed to be conducted.
(b) The Guarantor and each of its subsidiaries is validly organized
and existing in good standing under the laws of the state of its organization
and is the parent company owning and controlling 100% of the issued and
outstanding stock and other rights of ownership of the Successor Borrower.
Section 1.2. AUTHORIZATION OF GUARANTY. The Guarantor has full power,
authority and legal right to incur the obligations provided for in this
Guaranty, to execute and deliver this Guaranty, and to perform and observe the
terms and provisions of this Guaranty; and has duly executed and delivered
this Guaranty; and this Guaranty constitutes the legal, valid, binding,
absolute and unconditional obligation of the Guarantor, enforceable in
accordance with its terms, except as the enforceability hereof may be limited
by applicable bankruptcy, insolvency and other similar laws affecting the
enforcement of creditors' rights generally.
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Section 1.3. DUE AUTHORIZATION. The execution, delivery, and
performance of this Guaranty has been duly authorized by all necessary
corporate action, does not require any approval or consent of, or any
registration, qualification, or filing with, any governmental agency
(including, without limitation, any stockholder) other than such consents,
registrations, and qualifications as have been obtained.
Section 1.4. NO VIOLATION OF RESTRICTIONS. The execution and delivery
of this Guaranty, the consummation of the transactions contemplated hereby,
and the fulfillment of or compliance with the provisions of this Guaranty will
not conflict with or result in a breach of any term, condition or provision of
any agreement or instrument to which the Guarantor is a party or by which it
is bound, or any court order or decree binding upon the Guarantor, nor will
they constitute a default under any of the foregoing, or result in the
creation or imposition of any lien of any nature whatsoever upon any of the
Properties of the Guarantor prohibited under the terms of any such instrument
or agreement.
Section 1.5. PENDING LITIGATION. There are no proceedings pending, or
(to the knowledge of Guarantor) threatened against or affecting Guarantor in
any court or before any governmental authority or arbitration board or
tribunal which involve a reasonable prospect of materially and adversely
affecting the Properties, business, prospects, profits or condition (financial
or otherwise) of the Guarantor or the ability of the Guarantor to execute,
deliver, or perform this Guaranty. The Guarantor is not in default with
respect to any order of any court, governmental authority or arbitration board
or tribunal.
Section 1.6. NO DEFAULTS. No event has occurred and no condition
exists which, upon the execution of this Guaranty, would constitute a Default
or an Event of Default. The Guarantor is not in violation, in any material
respect, of any term of any material agreement or other material instrument to
which it is a party or by which it may be bound.
Section 1.7. TAXES. All tax returns required to be filed by the
Guarantor in all jurisdictions have in fact been filed. All taxes,
assessments, fees and other governmental charges upon the Guarantor, or upon
any of its Properties, income or franchises which are due and payable, have
been paid, except for certain taxes, assessments, fees and other governmental
charges which the Guarantor may be contesting in good faith, the nonpayment of
which will not materially adversely affect the Properties, business,
prospects, profits or condition (financial or otherwise) of the Guarantor, or
the ability of the Guarantor to execute, deliver or perform this Guaranty.
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Section 1.8. COMPLIANCE WITH LAW. The Guarantor:
(a) is not in material violation of any material law, ordinance, or
governmental rule and regulation to which it is subject; and
(b) has not failed to obtain any license, permit, franchise or other
governmental authorization necessary to the ownership of its Properties or to
the conduct of its business, which violation or failure to obtain might
materially adversely affect the business, prospects, profits, Properties or
condition (financial or otherwise) of the Guarantor.
ARTICLE 2
COVENANTS AND AGREEMENTS
Section 2.1. GUARANTEE OF PAYMENT.
(a) The Guarantor hereby irrevocably and unconditionally guarantees to
the Authority: (i) the full and prompt payment of the Loans and all other
amounts payable by the Successor Borrower, as successor to the Borrower under
the 1985 Loan Agreement as amended by the Second Amendment to Loan Agreement
dated as of December 31, 1993 and the 1990 Loan Agreement as amended by the
First Amendment to Loan Agreement dated as of December 31, 1993 among the
Borrower, the Successor Borrower and the Authority (collectively, the "Loan
Agreements") and the Notes issued thereunder (the "Loan Obligations") when and
as the same shall become due, whether at the stated time therein or by
acceleration or otherwise; (ii) the due and timely performance of obligations
and observance of all covenants of the Successor Borrower under the Loan
Obligations; (iii) the discharge of the Successor Borrower's obligations under
the Loan Agreements to satisfy any right of reimbursement which has accrued to
the benefit of the general guaranty fund thereunder; and (iv) the discharge of
the Successor Borrower's obligations under the Loan Agreements to satisfy the
right of reimbursement which has accrued to the benefit of the Authority
thereunder.
(b) All payments by the Guarantor shall be made in lawful money of the
United States of America.
(c) Each and every default in payment shall give rise to a separate
cause of action hereunder, and separate suits may be brought hereunder by the
Authority as each cause of action arises.
(d) The Guarantor shall pay to the Authority or to the Trustee, as the
case may be, all reasonable costs and expenses (including legal fees) incurred
in the protection of any rights or in the pursuance of any remedies in respect
of this Guaranty.
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Section 2.2. OBLIGATIONS UNCONDITIONAL. The obligations of the
Guarantor under this Guaranty shall be absolute and unconditional, shall be
binding on its successors and assigns, and shall remain in full force and
effect until all amounts due and payable under or pursuant to the Loan
Agreements shall have been paid; provided, however, that this Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment guaranteed hereunder is rescinded or must be otherwise returned
upon the insolvency, bankruptcy or reorganization of the Successor Borrower.
The obligations of the Guarantor under this Guaranty shall not be affected,
modified or impaired by any state of facts or the happening from time to time
of any event, including, without limitation, any of the following, whether or
not with notice to or consent of the Guarantor:
(a) the invalidity, irregularity, illegality or unenforceability of,
or any defect in: (i) the Loan Agreements or any document issued in
connection therewith or related thereto (the "Financing Documents"); or (ii)
any collateral security therefor;
(b) any claim of immunity on behalf of the Successor Borrower or any
other obligor or with respect to any Property of the Successor Borrower, or of
any other obligor;
(c) any present or future law or order of any government (DE JURE
or DE FACTO) or of any agency thereof purporting to reduce, amend or
otherwise affect the Bonds or any other obligation of the Successor Borrower,
or any other obligor or to vary any terms of payment;
(d) the happening of any event described in Section 8.3 of the Loan
Agreements;
(e) the waiver, compromise, settlement, release or termination of any
or all of the obligations, covenants or agreements of (i) the Successor
Borrower under the Financing Documents or (ii) the Guarantor under this
Guaranty (except by payment in full of all obligations hereunder);
(f) the failure to give notice to the Guarantor of the occurrence of
an Event of Default under the Financing Documents or this Guaranty;
(g) the transfer, assignment or mortgaging, or the purported or
attempted transfer, assignment or mortgaging of all or any part of the
interest of the Successor Borrower with respect to the property financed in
connection with the Loan Agreements' proceeds or with respect to any other
Property pledged to secure obligations of the Successor Borrower under the
Financing Documents, or any failure of or defect in the title with respect to
the Successor Borrower's interest with respect to
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the Project, in the Project or with respect to any other Property pledged to
secure obligations of the Successor Borrower under the Financing Documents, or
the termination of any of the Financing Documents with respect to the Project
or with respect to any other Property pledged to secure obligations of the
Successor Borrower under the Financing Documents;
(h) the release, sale, exchange, surrender or other change in any
security for payment of the Loan Obligations;
(i) the extension of the time for payment of any or any part thereof
or under this Guaranty or of the time for performance of any other
obligations, covenants or agreements under or arising out of the Financing
Documents or this Guaranty or the extension or the renewal of any thereof;
(j) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Financing Documents or
this Guaranty;
(k) the taking of, or the omission to take, any of the actions
referred to in any of the Financing Documents or this Guaranty;
(l) any failure, omission or delay on the part of the Successor
Borrower, or any other Person to enforce, assert or exercise any right, power
or remedy conferred on the Successor Borrower, or such other Person in the
Financing Documents or this Guaranty;
(m) the voluntary or involuntary liquidation, dissolution, sale, or
other disposition of all or substantially all the assets, marshalling of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition with
creditors or readjustment of, or other similar proceedings affecting the
Guarantor, the Successor Borrower, or any of the assets of any of them, or any
allegation or contest of the validity of the Financing Documents or this
Guaranty, or the disaffirmance or attempted disaffirmance of the Financing
Documents or this Guaranty, in any such proceedings;
(n) to the extent permitted by law, any event or action that would, in
the absence of this paragraph, result in the release or discharge of the
Guarantor from the performance or observance of any obligation, covenant or
agreement contained in this Guaranty;
(o) the default or failure of the Guarantor to fully perform any of
its obligations set forth in any guaranty agreement; or
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(p) to the extent permitted by law, any other circumstances which
might otherwise constitute a legal or equitable discharge or defense of a
surety or a guarantor.
Section 2.3. WAIVERS BY GUARANTOR. (a) To the extent permitted by
law, the Guarantor hereby waives, with respect to the Loan Agreements, the
indebtedness evidenced thereby and in this Guaranty: diligence; presentment;
demand of payment; filing of claims with a court in the event of bankruptcy of
the Successor Borrower or any of its partners or any other Person liable in
respect of the Loan Agreements; any right to require a proceeding first
against the Successor Borrower or any other such Person; protest; notice of
dishonor or nonpayment of any such liabilities and any other notice and all
demands whatsoever. To the extent permitted by law, the Guarantor hereby
waives notice from the Authority of acceptance, notice and proof of reliance
on the benefits of this Guaranty.
(b) The obligations of the Guarantor hereunder shall not be discharged
except by full payment of all amounts payable by the Successor Borrower under
the Loan Agreements.
Section 2.4. OTHER SECURITY. The Authority may pursue its rights and
remedies under this Guaranty notwithstanding (i) any other guaranty of or
security for the Agreements, or the obligations or liabilities of the
Successor Borrower or other Persons under such document, and (ii) any action
taken or omitted to be taken by the Bank or any other Person to enforce any of
the rights or remedies under such other guaranty or with respect to any other
security.
Section 2.5. NO SET-OFF BY GUARANTOR. No set-off, counterclaim,
reduction or diminution of an obligation, or any defense of any kind or nature
(other than performance by the Guarantor of its obligations hereunder) which
the Guarantor has or may have with respect to a claim under this Guaranty,
shall be available hereunder to the Guarantor against the Authority.
Section 2.6. NOTICE AND SERVICE OF PROCESS. (a) All process,
pleadings, notices or other papers which may be served upon the Guarantor as a
result of any of its obligations under this Guaranty may be served certified
mail to Guarantor at such address as is specified in or pursuant to Section
5.4 of this Guaranty.
The Guarantor agrees and consents that any such service of process upon such
agent and written notice of such service to the Guarantor by registered mail
pursuant to Section 5.4 hereof shall be taken and held to be valid personal
service upon the Guarantor and that any such service of process shall be of
the same force and validity as if service were made upon it according to the
laws governing the validity and requirements of such service in
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the State of Minnesota, and waives all claim of error by reason of any such
service.
Section 2.7. NOTICE OF THE OCCURRENCE OF EVENTS OF DEFAULT. Upon the
occurrence of an Event of Default under this Guaranty, the Guarantor shall
give the Authority immediate written notice of such occurrence of an Event of
Default (by certified or registered mail) and shall specify in such notice the
particular Events of Default which have occurred.
Section 2.8. RELEASE AND SUBSTITUTION OF GUARANTOR. In the event
that the Guarantor should desire to sell its interest in or substantially all
the assets of the Successor Borrower to a Person who shall be or have the
power to designate an officer or director of such purchaser, such Guarantor
may request the Authority to release such Guarantor from its obligations under
this Guaranty. The Authority shall, in its sole discretion, release such
Guarantor from its obligations under this Guaranty; provided, however, that a
substitute guarantor acceptable to the Authority shall agree in writing to be
subject to the obligations of this or a replacement Guaranty as a Guarantor
hereunder, whereupon such substitute guarantor shall be so obligated as a
Guarantor hereunder.
Section 2.9. NET WORTH. The Guarantor agrees at all times to
maintain a Net Worth (as defined in the 1990 Loan Agreement) equal to or
greater than $25,000,000, as determined in accordance with generally accepted
accounting principles, consistently applied.
Section 2.10. EFFECTIVENESS. This Guaranty and the obligations of
the Guarantor hereunder shall become effective upon the closing of the Asset
Purchase Agreement.
Section 2.11. BOOKS OF RECORD AND ACCOUNT; FINANCIAL STATEMENTS. (a)
the Guarantor agrees to maintain proper accounts, records and books in which
full and correct entries shall be made, in accordance with generally accepted
accounting principles, of business and affairs of the Guarantor. The
Authority and the Trustee or their designated agents or representatives shall
have the right to inspect such accounts, records and books during reasonable
business hours.
(b) Within 120 days after the close of each fiscal year of the
Guarantor during the Loan Term, the Guarantor shall furnish to the Authority
and the Trustee a consolidated balance sheet, a consolidated statement of
income and retained earnings and a consolidated statement of changes in
financial position of the Guarantor for the immediately preceding fiscal year,
all in reasonable detail (including footnotes to such financial statements),
such financial statements to be audited and accompanied by the opinion of an
Accountant.
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ARTICLE 3
EVENTS OF DEFAULT
Section 3.1. NATURE OF EVENTS. An "Event of Default" shall exist if
any of the following occurs and is continuing:
(a) PARTICULAR COVENANT DEFAULTS - the Guarantor fails to perform or
observe any covenant, agreement or guarantee contained in Article II hereof;
(b) OTHER DEFAULTS - the Guarantor fails to comply with any other
provision of this Guaranty, and such failure continues for more than 30 days
after written notice of such failure has been given to the Guarantor;
(c) WARRANTIES OR REPRESENTATIONS - any warranty, representation or
other statement by or on behalf of the Guarantor contained in this Guaranty is
false or misleading in any material respect;
(d) INVOLUNTARY BANKRUPTCY PROCEEDINGS - a receiver, liquidator or
trustee of the Guarantor or of any of its Properties is appointed by court
order and such order remains in effect for more than 60 days; or the Guarantor
is adjudicated bankrupt or insolvent or any of its Properties is sequestered
by court order and such order remains in effect for more than 60 days; or an
action is commenced against either of the Guarantor under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, and
is not dismissed within 60 days after such filing;
(e) VOLUNTARY BANKRUPTCY PROCEEDINGS - the Guarantor commences an
action seeking relief under any provision of any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law
of any jurisdiction, whether now or hereafter in effect, or consents to the
filing of any petition against it under such law;
(f) ASSIGNMENTS FOR BENEFIT OF CREDITORS, ETC. - the Guarantor makes
an assignment for the benefit of its creditors, or admits in writing its
inability to pay its debts generally as they become due, or consents to the
appointment of a receiver, trustee or liquidator of such Guarantor or of all
or any part of its Properties; or
(g) DEFAULT UNDER LOAN AGREEMENTS - an "Event of Default" occurs
under either of the Loan Agreements.
Section 3.2. DEFAULT REMEDIES. If an Event of Default exists, the
Authority may proceed to enforce the provisions hereof and to exercise any
other rights, powers and remedies
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available to the Authority. The Authority shall have the right to proceed
first and directly against the Guarantor under this Guaranty without
proceeding against or exhausting any other remedies which it may have and
without resorting to any other guarantor or any security held by or available
to the Authority.
Section 3.3. REMEDIES; WAIVER AND NOTICE. (a) No remedy herein
conferred upon or reserved hereunder is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Guaranty or now or hereafter existing at law or in equity or by statute.
(b) No delay or omission to exercise any right or power accruing upon
the occurrence of any Event of Default hereunder (including, without
limitation, enforcement of the Guaranty or any other Financing Documents)
shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right or power may be exercised from time to time and as
often as may be deemed expedient.
(c) In order to entitle the Authority to exercise any remedy reserved
to it in this Guaranty, it shall not be necessary to give any notice, other
than such notice as may be expressly required in this Guaranty.
(d) In the event any provision contained in this Guaranty should be
breached by any party and thereafter duly waived by the other party so
empowered to act, such waiver shall be limited to the particular breach so
waived and shall not be deemed to waive any other breach hereunder.
(e) No waiver, amendment, release or modification of this Guaranty or
the Financing Documents shall be established by conduct, custom or course of
dealing.
ARTICLE 4
INTERPRETATION OF THIS GUARANTY
Section 4.1. TERMS DEFINED. As used in this Guaranty, the following
terms have the following respective meanings:
DEFAULT or EVENT OF DEFAULT - any occurrence described in Section
3.1 hereof.
LIEN - any interest in Property securing an obligation owed to a
Person whether such interest is based on the common law, statute or contract,
and including but not limited to the security interest arising from a
mortgage, deed of trust, encumbrance, pledge, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes. The term
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"Lien" includes reservations, exceptions, encroachments, easements, rights of
way, covenants, conditions, restrictions, leases and other similar title
exceptions and encumbrances, including but not limited to mechanics',
materialmen's, warehousemen's, carriers' and other similar encumbrances,
affecting real property.
PERSON - an individual, partnership, corporation, trust or
unincorporated organization, and a government or agency or political
subdivision thereof.
PROPERTY - any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.
STATE - the State of Minnesota.
Any capitalized words appearing in this Guaranty which are not defined
herein shall have the same meanings as given thereto in the Loan Agreements.
Section 4.2. ACCOUNTING PRINCIPLES. Where the character or amount of
any asset or liability or item of income or expense is required to be
determined or any consolidation or other accounting computation is required to
be made for the purposes of this Guaranty, this shall be done in accordance
with generally accepted accounting principles at the time in effect, to the
extent applicable, except where such principles are inconsistent with the
requirements of this Guaranty.
Section 4.3. DIRECTLY OR INDIRECTLY. Where any provision in this
Guaranty refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.
Section 4.4. GOVERNING LAW. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State.
ARTICLE 5
MISCELLANEOUS
Section 5.1. LOAN OBLIGATIONS ARISE ON SALE OF BONDS. The
obligations of the Guarantor hereunder shall arise absolutely and
unconditionally when the Credit shall have been issued and delivered by the
Authority.
Section 5.2. SURVIVAL. All warranties, representations, and
covenants made by the Guarantor herein shall be deemed to have been relied
upon by the Authority and shall survive the delivery to the Authority of this
Guaranty and the Bonds
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regardless of any investigation made by the Authority; and shall survive the
payment in full of all amounts due under the Loan Agreements.
Section 5.3. SUCCESSORS AND ASSIGNS. This Guaranty shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties. The provisions of this Guaranty are intended to be for the benefit
of all holders from time to time of the Bonds.
Section 5.4. NOTICES. All communications under this Guaranty shall
be in writing and shall be deemed given when delivered and, if delivered by
mail, shall be mailed by registered or certified first class mail, postage
prepaid, and addressed as follows:
TO THE GUARANTOR: MERRILL CORPORATION
One Merrill Circle
St. Paul, Minnesota 55108
TO THE AUTHORITY: MINNESOTA AGRICULTURAL AND ECONOMIC
DEVELOPMENT BOARD
500 MetroSquare
121 7th Place East
St. Paul, Minnesota 55101-2146
Attention: Financial Management Division
(Department of Trade and Economic
Development)
Section 5.5. ENTIRE UNDERSTANDING; COUNTERPARTS. This Guaranty
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and may be executed simultaneously in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 5.6. AMENDMENTS. No amendment, change, modification,
alteration or termination of this Guaranty shall be made except in writing
upon the written consent of the Guarantor and the Authority.
Section 5.7. PARTIAL INVALIDITY. The invalidity or unenforceability
of any one or more phrases, sentences, clauses or sections in this Guaranty
shall not affect the validity or enforceability of the remaining portions of
this Guaranty or any part thereof.
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed as set forth below and delivered, all as of the date first above
written.
MERRILL CORPORATION
By: /s/ John B. McCain
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Its Chief Financial Officer
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Signature page of the Guaranty from Merrill Corporation to the Minnesota
Agricultural and Economic Development Board dated as of December 31, 1993
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