Exhibit 4b to WINNEBAGO INDUSTRIES, INC. Form 10-Q dated 02-28-2004







Exhibit 4b  





LIMITED GUARANTY  


	Forest City, Iowa	 	Dated  February 27, 2004. 	 




        For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and to induce HCC Leasing Corporation (“Landlord”) to enter into a
certain Lease-Business Property, (“Lease”), a copy of which is attached hereto
and made a part of this Agreement, with CDI, LLC, an Indiana Limited Liability Company
(“Tenant”) the undersigned, Winnebago Industries, Inc. (the
“Guarantor”), hereby guarantees to Landlord the full reimbursement of the
interest-only loan payments made during the period of construction of the improvements and
the first 60 rental payments of the Lease which Tenant fails to pay pursuant to the terms
of the Lease. The attached schedule described as Exhibit A is the sole document reflecting
said payment schedule and interest-only payments. 



        In
the event of rental default, Landlord shall give Tenant, Jeffrey W. Schwartz and John V.
Bibbo, Jr. written notice, with copy to Guarantor, specifying the rental payment in
default and will pursue reasonable means of correcting the default from Tenant, Jeffrey W.
Schwartz and John V. Bibbo, Jr. as provided for in the terms of the Lease (Paragraph 21).
“Reasonable means” shall include written notice of default given by Landlord to
Tenant, Jeffrey W. Schwartz and John V. Bibbo, Jr. as provided herein, but shall not
require termination of the lease, notice to quit, forfeiture of the Lease, or filing suit,
either at law or in equity, against the Tenant during the sixty day period of Tenant,
Jeffrey W. Schwartz and John V. Bibbo, Jr. to correct the rental default. 



        In
the event Tenant, Jeffrey W. Schwartz and John V. Bibbo, Jr. fail to correct said default
within sixty (60) days from first notice of default, Landlord shall give Guarantor written
notice specifying Tenant’s, Jeffrey W. Schwartz’s and John V. Bibbo, Jr.’s
default and Landlord’s intent to terminate said Lease unless remedied by Guarantor.
Guarantor shall have thirty (30) days from receipt of said notice in which to take
appropriate action to remedy the default. Said remedy shall, at the sole discretion of
Guarantor, include but not be limited to: reimbursement to Landlord for default
arrearages, assumption of the Lease by Guarantor, or the exercise of the option to
purchase said real estate and improvements. Guarantor shall give written notice to
Landlord, with copy to Tenant, of its intentions and method to remedy the default within
thirty (30) days of receipt of notice of default from Landlord. Tenant’s copy
represents sufficient legal notice to Jeffrey W. Schwartz and John V. Bibbo, Jr. 



        In
the event of Guarantor’s exercise of option to reimburse Landlord for default
arrearages, Guarantor shall make prompt payment to Landlord for all overdue rents,
including all reasonable penalties, late fees and bank charges associated with the
default. Guarantor shall have the right to seek reimbursement from Tenant, Jeffrey W.
Schwartz and John V. Bibbo, Jr. for any and all advancements made to remedy the default of
the Lease. In the process of seeking reimbursement, Guarantor shall have the right to
withhold an amount equal to the payment(s) made to Landlord from its accounts payable to
Tenant as a result of services provided to Guarantor in conjunction with the Lease. 



        In
the event Guarantor elects to assume the Lease from Tenant, Guarantor shall provide a
Notice of Assignment that it has assumed the Tenant’s obligations under the Lease and
shall promptly pay all overdue rents, including all penalties, late fees and bank charges
associated with the default. Landlord shall have the right to rely on said Notice of
Assignment and shall recognize Guarantor as Tenant under the Lease including all rights
and privileges as Tenant associated with a capital lease. The Lease will continue unabated
until termination and the amortization of the remaining payments due during the term of
the Lease. At Guarantor’s sole discretion, Guarantor may elect to immediately
terminate the occupancy of Tenant or allow Tenant to retain occupancy as a subleasee of
the Guarantor. 



        In
the event of Guarantor’s exercise of option to purchase the real estate with
improvements from Landlord, the price of the real estate shall be the outstanding
indebtedness owed by Landlord as of the 










date of purchase by Guarantor which
Landlord incurred as a direct result of the purchase of said real estate and the
construction of the improvements pursuant to the plans and specifications referenced in
the Lease. The amortization schedule providing such indebtedness will be the sole document
reflecting said indebtedness. Future improvements not contemplated by the Lease but
completed as part of Tenant’s occupancy shall be included in the purchase at no
additional cost unless this Guaranty is specifically amended to reflect the cost of said
improvements and Landlord’s increased indebtedness. Landlord shall authorize its
lender holding the mortgage lien against the real estate that is the subject of the Lease
to disclose to Guarantor all information requested by Guarantor in connection with the
status of the payments and outstanding balance of the Landlord’s indebtedness. 



        At
the commencement of occupancy of the Tenant, Landlord will provide to Guarantor,
documented evidence of the actual cost of real estate and improvements and the
indebtedness incurred as a result. Included in the documentation shall be a listing of all
expenditures relating to the acquisition of said real estate and construction of the
improvements. Also included in the documentation shall be a copy of the indebtedness
arranged with any financial authority and the amortization schedule to retire said
indebtedness. Subject to the terms and conditions of this Limited Guaranty, Landlord
covenants that all monthly installments of principal and interest due and payable on the
mortgage indebtedness shall be paid in a timely manner when due and the amortization of
said indebtedness will continue unabated. 



        Landlord
shall, within a reasonable time after receipt of notice of exercise of option to purchase,
provide to Guarantor an Abstract of Title continued to the current date. After receipt of
the Abstract, Guarantor shall be allowed up to thirty (30) days for performance of due
diligence and examination of title and the making of objections thereto. Said objections
shall be made in writing or deemed to be waived. If any objections are so made, Landlord
shall be allowed up to ninety (90) days to make such title marketable. If said title is
not marketable and is not made so within ninety (90) days or less from the date of written
objection thereto, as above provided, any agreement to purchase resulting from the
exercise of such option shall, at the option of the Guarantor, become null and void. In
the event that Guarantor elects to purchase the real estate, Guarantor shall bring all
past due rental payments current, including penalties, late fees and bank charges
associated with the default, and continue to timely pay all monthly rental payments which
become due until closing. For the purpose of this paragraph, both Landlord and Guarantor
will pursue their representative obligations in good faith and with due diligence in an
effort to expedite the referenced transaction. 



        Landlord
shall, upon receiving from Guarantor the purchase price, execute and deliver a Warranty
Deed conveying marketable title to the property, free and clear of all encumbrances
subject only to restrictions and easements of record as of the date of the exercise of the
option to purchase. Landlord shall assign to Guarantor at closing all of Landlord’s
right, title and interest in its Lease to the Guarantor. The closing of said sale,
pursuant to the aforementioned exercise of option, shall be at the conclusion of
Landlord’s period to make title marketable unless an earlier date is agreed upon in
writing by the parties. Real estate taxes which would be delinquent if not paid shall be
paid current as of the date of closing, but shall not be pro-rated to date of closing. 



        Landlord
shall have the right to place a mortgage against the leased premises as security for a
loan to be obtained by Landlord; however, said loan shall expressly recognize and refer to
this Guaranty and the rights of the Guarantor hereunder, and shall not allow the lender to
add to, alter or modify the terms of this Guaranty. Landlord shall have the right to
assign, for security purposes, all of its right, title and interest in this Guaranty to
its Lender. However, such assignment will not affect the rights, obligations and duties of
each party to this Agreement. 



        Landlord
hereby agrees during the term of this Guaranty and the term of the lease, not to attempt
to refinance or alter the terms of its loan for the indebtedness of the real estate with
improvements without the express written consent of Guarantor. 



        This
Guaranty contains the entire agreement between the parties concerning the subject matter
hereof, and supercedes any and all previous agreements, whether oral or written. Any
modification of the terms of this Agreement shall be ineffective to change, modify,
discharge, or effect an abandonment 










        of
it, in whole or in part, unless modification is in writing and signed by the parties
against whom enhancement of the modification is sought. 



IN WITNESS WHEREOF, this Guaranty has
been duly executed by the undersigned the day and year first written above. 






WINNEBAGO INDUSTRIES, INC. 


	By:	 	/s/   Ed Barker	 
		
	
	Its:	 	Sr. Vice President – Chief Financial Officer	 
		
	
	 
	
Concur:
HCC LEASING CORPORATION 
	 
	By:	 	/s/   Charles S. Holland	 
		
	
	Its:	 	President	 
		
	
	 
	
Concur:
CDI, LLC  
	 
	By:	 	/s/   Jeff Schwartz	 
		
	
	Its:	 	Member	 
		
	
	 
	By:	 	/s/   John Bibbo	 
		
	
	Its:	 	Member