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AGREEMENT This Agreement is entered into by and between Larry Bader as owner of real property identified as stronghold subdivision at 420 South Brown Road and John Massopust and Ward Brehm as purchasers of Lots 2 and 3 of said subdivision pursuant to Purchase Agreements between the parties dated January 26, 1983, as amended by letter agreement dated February 25, 1983. Whereas John Massopust and Ward Brehm are required by the above referenced Purchase Agreements to place with the City of Orono an irrevocable letter of credit pursuant to the terms of the Developers Agreement, attached hereto as Exhibit "A", in order to assure the City of Orono that the access road improve- ment will be completed pursuant to the terms of Exhibit "A"; and Whereas said letter of credit must be placed with the City of Orono before final approval of the subdivision is granted, and as a result, before John Massopust and Ward Brehm have closed on their respective Purchase Agreements with Larry Bader; and Whereas the parties to the referenced Purchase Agreements intend that John Massopust and Ward Brehm are to incur costs for construction of the access road improvement including costs for the letter of credit, only on the condition that the Purchase Agreements with Larry Bader are closed and John Massopust and Ward Brehm become fee owners of Lots 2 and 3; Therefore, it is heret,• recognized and agreed that in the event that the Purchase Agreements are not closed for any reason,*, that Larry Bader guarantees payment to the City of Orono of all costs covered by the letter of credit and will indemnify John Massopust and War,i Brehm for all costs incurred in obtaining said letter of credit, all sums which John Massopust and Ward Brehm are required to pay as a result of a breach of Exhibit "A" and the City of Orono drawing upon the letter of credit to c-)mplete the road access improvement to their satisfaction, and all further