This GUARANTY AGREEMENT (this “Guaranty”) is made as of July 6, 2005, by GRIFFIN
LAND & NURSERIES, INC., a Delaware corporation (“Guarantor”), in favor of FIRST SUNAMERICA
LIFE INSURANCE COMPANY, a New York corporation (“Lender”).
1. Loan and Note . This Guaranty is executed in connection with a $12,700,000.00 loan
(“Loan”) made by Lender to Tradeport Development II, LLC, a Connecticut limited liability company
(“Borrower”). The Loan is (a) evidenced by a Promissory Note of even date herewith in the original principal
amount of the Loan (“Note”), and (b) secured by, among other things, a Mortgage Deed, Security Agreement,
Fixture Filing, Financing Statement and Assignment of Leases and Rents of even date herewith granted by
Borrower for the benefit of Lender (“Mortgage,” and, together with the Note and all other documents executed
by Borrower evidencing and/or securing the Loan, “Loan Documents”) covering certain real property commonly
known as 75 International Drive and 758 Rainbow Road, Windsor, Connecticut, and more particularly described
in the Mortgage. All capitalized terms used herein without definition shall have the meanings given to such terms
in the Mortgage.
2. Purpose and Consideration . The execution and delivery of this Guaranty by Guarantor
is a condition to Lender’s willingness to make the Loan to Borrower, is made in order to induce Lender to make
the Loan, and is made in recognition that Lender will be relying upon this Guaranty in making the Loan and
performing any other obligations it may have under the Loan Documents. Guarantor has a significant ownership
interest in Borrower, and, accordingly, acknowledges that Guarantor will receive material direct and indirect
benefit from Lender making the Loan to Borrower.
3. Guaranty . Guarantor hereby guarantees absolutely, primarily, and irrevocably, payment
and performance of all obligations for which Borrower has, or incurs i