mortgagemodification.htm


     

    
      

      

    

    EXHIBIT
10.9

     

    
      


      


        


         

         

        


         

        Recorder’s Cover
Sheet

         

        Document: Modification of
Mortgage, Leasehold Mortgage, Assignment of Rents, Security Agreement and
Fixture Financing Statement

         

        Preparer
Information:  Ted Smith, Esq., Paul, Hastings, Janofsky &
Walker LLP, 600 Peachtree Street, Suite 2400, Atlanta, Georgia 30308 (404)
815-2244

        


        Taxpayer
Information:

        Diamond
Jo Worth, LLC

        600 Star
Brewery Drive, Suite 110

        Dubuque,
IA  52001

        


        Return Document
To:

        Ted
Smith, Esq.

        Paul,
Hastings, Janofsky & Walker LLP

        600
Peachtree Street, Suite 2400

        Atlanta,
Georgia 30308

        (404)
815-2244

        


        Grantor:

        Diamond
Jo Worth, LLC

        


        Grantee:

        Wells
Fargo Foothill, Inc., as Agent

        


        Legal
Description:  See attached Exhibit A

        


        Document or instrument number of
previously recorded documents: 20091756


        
          
            
              LEGAL_US_W #
62519250.2

            

             


          

          
             


            
              

            

          

          
             


          

        


        


        MODIFICATION OF MORTGAGE,
LEASEHOLD MORTGAGE, ASSIGNMENT
OF RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT

         

        THIS
MODIFICATION OF MORTGAGE, LEASEHOLD MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FINANCING STATEMENT (this “Modification”) is
made and entered into as of this 29th day of October, 2009, by DIAMOND JO WORTH,
LLC, a Delaware limited liability company (“Mortgagor”), and
WELLS FARGO FOOTHILL, INC., a California corporation, as agent (“Agent”; Agent,
together with its successors and assigns, is referred to herein as “Mortgagee”) for the
Lenders (as defined in the hereinafter defined Loan Agreement).

         

        W
I T N E S S E T H:

         

        A. Mortgagor,
Peninsula Gaming, LLC, a Delaware limited liability company (“Parent”), Diamond Jo,
LLC, a Delaware limited liability company (“DJL”), The Old
Evangeline Downs, L.L.C., a Louisiana limited liability company (“OED,” together with
Mortgagor, Parent, and DJL, collectively, jointly and severally, the “Existing Borrowers”),
the lenders party thereto, and Agent are parties to that certain Loan and
Security Agreement dated as of June 16, 2004, as amended by that certain First
Amendment to Loan and Security Agreement dated as of November 10, 2004, as
amended by that certain Second Amendment to Loan and Security Agreement dated as
of July 12, 2005, as amended by that certain Third Amendment to Loan and
Security and Consent Agreement dated as of December 6, 2006, as amended by that
certain Fourth Amendment to Loan and Security Agreement and Consent dated as of
December 22, 2006, as amended by that certain Fifth Amendment to Loan and
Security Agreement dated as of June 30, 2008, as amended by that certain Sixth
Amendment to Loan and Security Agreement dated as of October 6, 2008, as
supplemented by that certain Borrower Supplement No. 1 dated as of May 13, 2005,
and as supplemented by that certain Borrower Supplement dated as of August 6,
2009 (collectively, the “Existing Loan
Agreement”).

         

        B. The
obligations and indebtedness of the Existing Borrowers under the Existing Loan
Agreement are secured by, inter alia, that certain Mortgage, Leasehold Mortgage,
Assignment of Rents, Security Agreement and Fixture Financing Statement, dated
as of August 6, 2009, and recorded August 10, 2009, as Document
No.  20091756 of the Official Records of Worth County, Iowa (the
“Mortgage”),
encumbering Mortgagor’s fee simple interest in and to the real property located
in Worth County, Iowa and more particularly described on Exhibit A attached
hereto and incorporated herein, Mortgagor’s leasehold interest created under
that certain Real Estate Ground Lease as described on Exhibit B attached
hereto and incorporated herein with respect to certain premises located in Worth
County, Iowa, as also more particularly described on Exhibit B attached
hereto and incorporated herein, and the personal property and improvements
located thereon and as further described in the Mortgage (collectively, the
“Premises”).

         

        C. Contemporaneously
herewith, the Existing Borrowers (such Existing Borrowers, together with any
other borrower joining as a party to the hereinafter defined Loan Agreement in
accordance with the terms thereof, being collectively referred to herein as the
“Borrowers”),
the Lenders, and Agent have amended and restated the Existing Loan Agreement
pursuant to that certain Amended and Restated Loan and Security Agreement (as
amended, restated, supplemented or otherwise modified from time to time, the
“Loan
Agreement”), providing for, inter alia, the modification of the Maturity
Date and the adjustment of the Commitments of the Lenders.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        D. Mortgagor
and Mortgagee wish to modify certain terms of the Mortgage, as more fully set
forth herein.

         

        NOW,
THEREFORE, in consideration of mutual covenants contained herein, the
indebtedness secured by the Mortgage, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         

        1. Incorporation of
Definitions.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Loan
Agreement.

         

        2. Modification of Granting
Clause.  The Mortgage is hereby modified by deleting the text
of subsection (i) of the Granting Clauses therein and  inserting the
following text in lieu thereof:

         

        the
payment when due of indebtedness evidenced by the Loan Agreement in the maximum
principal sum of $58,500,000.00, bearing interest as set forth in the Loan
Agreement and maturing on January 15, 2014, such date being the “Maturity Date,”
including, without limitation, all accrued and unpaid interest thereon, and
premiums and penalties, if any, thereon, including late payment charges and
Additional Interest (as defined in Section 5.2 hereof),

         

        3. Modification of Habendum
Clause.  The Mortgage is hereby modified by deleting the text
of the third paragraph of the Habendum Clause therein in its entirety and
inserting the following text in lieu thereof:

         

        PROVIDED
NEVERTHELESS, (a) if Borrowers or any of their successors or assigns shall pay
or cause to be paid the Secured Obligations in accordance with the terms hereof
and of the other Loan Documents and shall perform and observe all of the
agreements, covenants and provisions contained herein and in the other Loan
Documents, (b) all Commitments shall be irrevocably terminated in accordance
with the Credit Agreement, and (c) all Letters of Credit shall have terminated
or expired in accordance with the Credit Agreement, this Mortgage and the estate
and rights hereby granted shall cease to be binding and be void, otherwise to
remain in full force and effect.

         

        4. Modification of Secured
Indebtedness.  Any references in the Mortgage to the amount of
$49,666,666.68 are hereby deleted and replaced with the amount of
$58,500,000.00.

         

        5. Modification of Maturity
Date.  Any references in the Mortgage to the term “Maturity
Date” are hereby modified and shall hereafter refer to the date of January 15,
2014, subject to the provisions of the Loan Agreement.

         

        6. Modification of Loan
Agreement References.  Any references in the Mortgage to the
term “Loan Agreement” are hereby modified and shall hereafter refer to the Loan
Agreement, as the same may be modified, supplemented, amended and restated from
time to time.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        7. Modification of
Borrowers. Any references in the Mortgage to the term “Borrowers” are
hereby modified and shall hereafter refer to the Borrowers as defined
herein.

         

        8. Modification of Loan
Documents. Any references in the Mortgage to the term “Transaction
Documents” are hereby deleted and replaced with the term “Loan Documents” as
defined in the Loan Agreement.

         

        9. Modification of Loan
Agreement Section References.

         

        
          	
                  a.  

                	
                  Any
      references in the Mortgage to Section 6.8(b) of the Loan Agreement are
      hereby deleted and replaced with Section 6.8(c) of the Loan
      Agreement.

                


        

         

        
          	
                  b.  

                	
                  Any
      references in the Mortgage to Section 7.1(f) of the Loan Agreement are
      hereby deleted and replaced with Section 7.1(k) of the Loan
      Agreement.

                


        

         

        10. No
Novation.  This Modification shall not constitute a novation of
the Mortgage or be construed to satisfy or cancel in any manner the outstanding
indebtedness evidenced and secured thereby.

         

        11. No Other Amendments or
Waivers.  Except as expressly set forth above, the execution,
delivery and effectiveness of this Modification shall not operate as an
amendment of any right, power or remedy of Mortgagee or the Lenders under the
Mortgage or any of the other Loan Documents, nor constitute a waiver of any
provision of the Mortgage or any of the other Loan Documents.  Except
as expressly set forth above, the text of the Mortgage and all other Loan
Documents shall remain unchanged and in full force and effect and Mortgagor
hereby ratifies and confirms its obligations thereunder.  This
Modification shall not constitute a modification of the Mortgage or any of the
other Loan Documents or a course of dealing with Mortgagee or the Lenders at
variance with the Mortgage or the other Loan Documents such as to require
further notice by Mortgagee or the Lenders to require strict compliance with the
terms of the Mortgage and the other Loan Documents in the future, except as
expressly set forth herein.  Mortgagor acknowledges and expressly
agrees that Mortgagee and the Lenders reserve the right to, and do in fact,
require strict compliance with all terms and provisions of the Mortgage and the
other Loan Documents, as amended herein.  Mortgagor has no knowledge
of any challenge to Mortgagee’s or any Lender’s claims arising under the Loan
Documents, or to the effectiveness of the Loan Documents.

        


        12. Representations and
Warranties of Mortgagor.  In consideration of the execution and
delivery of this Modification by Mortgagee, Mortgagor hereby represents and
warrants in favor of Mortgagee and the Lenders as follows:

        


        
          	
                  a.  

                	
                  the
      execution, delivery, and performance by Mortgagor of this Modification
      have been duly authorized by all necessary action on the part of
      Mortgagor;

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        
          	
                  b.  

                	
                  the
      execution, delivery, and performance by Mortgagor of this Modification do
      not and will not (i) violate any provision of federal, state, or local law
      or regulation applicable to Mortgagor, the Governing Documents of
      Mortgagor, or any order, judgment, or decree of any court or other
      Governmental Authority binding on Mortgagor, (ii) conflict with, result in
      a breach of, or constitute (with due notice or lapse of time or both) a
      default under any material contractual obligation of Mortgagor, (iii)
      result in or require the creation or imposition of any Lien of any nature
      whatsoever upon any properties or assets of Mortgagor, other than
      Permitted Liens, or (iv) require any approval of Mortgagor’s members or
      shareholders or any approval or consent of any person or entity under any
      material contractual obligation of
Mortgagor;

                


        

         

        
          	
                  c.  

                	
                  the
      execution, delivery, and performance by Mortgagor of this Modification do
      not and will not require any registration with, consent, or approval of,
      or notice to, or other action with or by, any Governmental Authority or
      other person or entity, other than any consent or approval that has been
      obtained and remains in full force and
effect;

                


        

         

        
          	
                  d.  

                	
                  this
      Modification, when executed and delivered by Mortgagor, will be the
      legally valid and binding obligation of Mortgagor, enforceable against
      Mortgagor in accordance with its terms, except as enforcement may be
      limited by equitable principles or by bankruptcy, insolvency,
      reorganization, moratorium, or similar laws relating to or limiting
      creditors’ rights generally;

                


        

         

        
          	
                  e.  

                	
                  No
      Default or Event of Default exists under the Mortgage or the other Loan
      Documents; and

                


        

         

        
          	
                  f.  

                	
                  As
      of the date hereof, all representations and warranties of Mortgagor set
      forth in the Mortgage and the other Loan Documents are true, correct and
      complete in all material respects, except to the extent such
      representation or warranty expressly relates to an earlier date (in which
      case such statement was true and correct on and as of such earlier
      date).

                


        

         

        13. Counterparts.  This
Modification may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall constitute one
and the same agreement.  In proving this Modification in any judicial
proceedings, it shall not be necessary to produce or account for more than one
such counterpart signed by the party against whom such enforcement is
sought.  Any signatures delivered by a party by facsimile transmission
or by e-mail transmission shall be deemed an original signature
hereto.

        


        14. Reference to and Effect on
the Loan Documents.  Upon the effectiveness of this
Modification, on and after the date hereof, each reference in the Mortgage to
“this Mortgage”, “hereunder”, “hereof” or words of like import referring to the
Mortgage, and each reference in the other Loan Documents to “the Mortgage”,
“thereunder”, “thereof” or words of like import referring to the Mortgage, shall
mean and be a reference to the Mortgage as amended hereby.

        


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        15. Costs, Expenses and
Taxes.  Mortgagor agrees to pay on demand all costs and
expenses in connection with the preparation, execution, and delivery of this
Modification and the other instruments and documents to be delivered hereunder,
including, without limitation, the fees and out-of-pocket expenses of counsel
for Mortgagee with respect thereto and with respect to advising Mortgagee as to
its rights and responsibilities hereunder and thereunder.  In
addition, Mortgagor agrees to pay any and all stamp and other taxes payable or
determined to be payable in connection with the execution and delivery of this
Modification and the other instruments and documents to be delivered hereunder,
and agree to save Mortgagee and the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes.  Mortgagor hereby acknowledges and agrees
that Mortgagee may, without prior notice to Borrowers, charge such costs and
fees to Borrowers’ Loan Account pursuant to Section 2.6(d) of the Loan
Agreement

        


        16. Section
Titles.  The section titles contained in this Modification are
included for the sake of convenience only, shall be without substantive meaning
or content of any kind whatsoever, and are not a part of the agreement between
the parties.

        


        17. Entire
Agreement.  This Modification and the other Loan Documents
constitute the entire agreement and understanding between the parties hereto
with respect to the transactions contemplated hereby and thereby and supersede
all prior negotiations, understandings and agreements between such parties with
respect to such transactions.

        


        18. GOVERNING
LAW.  MORTGAGOR AND MORTGAGEE AGREE THAT THE RIGHTS AND
OBLIGATIONS UNDER THIS MODIFICATION REGARDING THE CREATION, PERFECTION AND
ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF IOWA.  ALL OTHER PROVISIONS OF THIS MODIFICATION SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.

        


        19. Loan
Document.  This Modification shall be deemed to be a Loan
Document for all purposes.

        


         

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              LEGAL_US_W #
62519250.2                                                               

            

             


          

          
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        IN
WITNESS WHEREOF, the undersigned have executed this Modification, under seal, as
of the day and year first above written.

         

        
        

         

        
          
            	 	
                    MORTGAGOR:

                     

                    DIAMOND JO WORTH,
      LLC, a Delaware limited liability company

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Natalie
      Schramm	 
	 	 	Name: 
      Natalie Schramm	 
	 	 	Title   
      CFO	 
	 	 	 	 


          

        

         

        
 

         

        STATE
OF IOWA                                               )

        ) SS.

        COUNTY
OF DUBUQUE                                   )

         

        I, Karen
M. Beetem, a Notary Public for said County and State aforesaid, do hereby
certify that DIAMOND JO WORTH, LLC, a Delaware limited liability company, by
Natalie Schramm, its CFO, who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument on behalf of such entities,
appeared before me this day in person and acknowledged that she signed said
instrument as her own free and voluntary act and as the free and voluntary
act of said entities, for the uses and purposes set forth.

         

        Witness
my hand and official seal, this the 26th day of October,
 2009.

         

        


        
          
            	
                     

                  	
                     

                  	/s/ Karen
      M. Beetem	 
	 	 	Notary
      Public	 
	 	 	 	 
	 	 	 	 


          

        

        
 

         

         

        


        


        [signatures
continued on following page]


        
          
            
              LEGAL_US_W #
62519250.2

            

             


          

          
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                    MORTGAGEE:

                     

                    WELLS FARGO
      FOOTHILL, INC., a California corporation, as Agent

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Patrick
      McCormack	 
	 	 	Name: 
      Patrick McCormack	 
	 	 	Title: 
      Vice President	 
	 	 	 	 


          

        

        


         

        STATE
OF CALIFORNIA                                 )

        ) SS.

        COUNTY
OF LOS
ANGELES                           )

         

        On
October 27, 2009 before me, D'Nira S. Walden, Notary Public, personally
appeared Patrick McCormack, who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and
acknoweldged to me that he executed the same is his authorized capacity and that
by his signature on the insturment the person, or the entity upon behalf of
which the person acted, executed the instrument.    

         

         

         

        I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.

         

        WITNESS my hand and official seal.

         

        
          
            	 	 	 
	 	 	 	 
	
                     

                  	
                     

                  	/s/ DNira
      S. Walden	 
	 	 	Notary
      Public	 
	 	 	My
      Commission Expires Jul 3, 2010	 
	 	 	 	 


          

        

        
 

         

        


         

         

        


         


        
          
            
              LEGAL_US_W #
62519250.2

            

             


          

          
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        Exhibit
A

        


        Legal
Description

        


        THE LAND
REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF WORTH, STATE OF IOWA AND
IS DESCRIBED AS FOLLOWS:

        


        PARCEL
1:

        


        Lots 1,
2, 3, 4, 5 and 6 in Block 1 and Lot 5 in Block 2, Top of Iowa Addition, Worth
County, Iowa, according to the recorded Plat thereof,  and vacated
472nd Street and that  portion of vacated Heather Lane lying North of
471st Street in Section  29, Township 100N, Range 21W,

        


        EXCEPT
that part of said Lots 4, 5 and 6 in Block 1, deeded to Worth County, Iowa by
that certain Warranty Deed dated August 21, 2006, recorded August 25, 2006 as
Document No. 20061974, and described as follows:

        


        Commencing
at the intersection of the Easterly extension of the South line of 471st Street
and the Easterly line of Heather Lane as platted in said Top of Iowa Plat;
thence North 30 degrees 00 minutes 00 seconds East (assumed bearing) along the
Easterly line of Heather Lane 9.40 feet to the Point of Beginning; thence
continuing North 30 degrees 00 minutes 00 seconds East along said Easterly line
40.41 feet; thence East 88.52 feet; thence South 00 degrees 09 minutes 47
seconds West 61.03 feet; thence South 89 degrees 50 minutes 13 seconds East
42.50 feet; thence South 27 degrees 52 minutes 38 seconds West 307.76 feet;
thence North 62 degrees 07 minutes 22 seconds West 125.00 feet; thence North 27
degrees 52 minutes 38 seconds East 276.93 feet; thence North 00 degrees 09
minutes 47 seconds East 70.59 feet; thence South 89 degrees 50 minutes 13
seconds East 57.50 feet; thence North 00 degrees 09 minutes 47 seconds
East  64.96 feet; thence West 83.63 feet to the Point of
Beginning.

        


        PARCEL
2:

        


        All that
part of the East Half of the Northwest Quarter of Section 32, Township 100
North, Range 21, West of the 5th P.M., Worth County, Iowa, described as
follows:

        


        Commencing
at the Northwest corner of the Northeast Quarter of the Northwest Quarter of
said Section 32; thence South 89 degrees 41 minutes 18 seconds East, a distance
of 196.25 feet, on an assumed bearing on the North line of said Northwest
Quarter; thence South 00 degrees 18 minutes 42 seconds West, a distance of 50.82
feet, to the South right-of-way line of County Road No. 105, which is the Point
of Beginning; thence South 42 degrees 23 minutes 30 seconds West, a distance of
200.92 feet on the Easterly right-of-way line of County Road S-28; thence South
00 degrees 00 minutes 01 West, a distance of 86.40 feet, on the Easterly
right-of-way line of said County Road S-28; thence Southeasterly a distance of
618.46 feet, on the Easterly right-of-way line of said County Road S-28, on a
tangential curve concave to the Northeast, with a radius of 758.47 feet and a
central angle of 46 degrees 43 minutes 10 seconds; thence South 46 degrees 43
minutes 09 seconds East, a distance of 427.40 feet, on the Easterly right-of-way
line of County Road S-28, on a tangential line; thence North 43 degrees 16
minutes 51 seconds East, a distance of 648.76 feet, to a point on the Westerly
right-of-way line of Interstate Highway No. 35 Ramp C; thence North 28 degrees
40 minutes 15 seconds West, a distance of 510.73 feet, on the Westerly
right-of-way line of said Ramp C; thence North 57 degrees 06 minutes 01 seconds
West, a distance of 290.59 feet, on the Westerly right-of-way line of said Ramp
C, to a point on the South right-of-way line of said County Road No. 105; thence
North 89 degrees 43 minutes 59 seconds West, a distance of 369.92 feet, on the
South right-of-way line of said County Road No. 105, to the Point of Beginning,
EXCEPT that part of said property deeded to Xenia Rural Water District, by that
certain Warranty Deed dated October 1, 2008, recorded October 21, 2008 as
Document No. 20082263.

        


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        PARCEL
3:

        


        Lots 1
through 4, Block 2, Top of Iowa Addition, Worth County, Iowa, according to the
recorded Plat thereof, EXCEPT that part of said lots being deeded to Worth
County, Iowa, by that certain Warranty Deed dated August, 4, 2005, recorded
September 8, 2005 as Document No. 20052136, and described as
follows:

        


        Part of
Lots 2 and 3 and all of Lot 4, Block 2 in the Top of Iowa Plat, Worth County,
Iowa described as follows:

        


        Beginning
at the Northeast corner of said Lot 4; thence South (assumed bearing) along the
East line of said Lot 4, a distance of 272.24 feet to the South line of said Lot
4; thence West along said South line 150.00 feet to the West line of said Lot 4;
thence North along said West line, 167.29 feet; thence North 59 degrees 49
minutes 52 seconds West, 208.84 feet to the North line of said Lot 2; thence
East along said North line and the North line of Lots 3 and 4, a distance of
330.55 feet to the point of beginning.

        


        PARCEL
4:

        


        Part of
Lots 2 and 3 and all of Lot 4, Block 2 in the Top of Iowa Plat, Worth County,
Iowa, according to the recorded Plat thereof, described as follows:

        


        Beginning
at the Northeast corner of said Lot 4; thence South (assumed bearing) along the
East line of said Lot 4, a distance of 272.24 feet to the South line of said Lot
4; thence West along said South line 150.00 feet to the West line of said Lot 4;
thence North along said West line, 167.29 feet; thence North 59 degrees 49
minutes 52 seconds West, 208.84 feet to the North line of said Lot 2; thence
East along said North line and the North line of Lots 3 and 4, a distance of
330.55 feet to the point of beginning.

        


        PARCEL
5:

        


        That part
of said Lots 4, 5 and 6 in Block 1, Top of Iowa Addition, Worth County, Iowa,
according to the recorded Plat thereof, described as follows:

        


        Commencing
at the intersection of the Easterly extension of the South line of 471st Street
and the Easterly line of Heather Lane as platted in said Top of Iowa Plat;
thence North 30 degrees 00 minutes 00 seconds East (assumed bearing) along the
Easterly line of Heather Lane 9.40 feet to the Point of Beginning; thence
continuing North 30 degrees 00 minutes 00 seconds East along said Easterly line
40.41 feet; thence East 88.52 feet; thence South 00 degrees 09 minutes 47
seconds West 61.03 feet; thence South 89 degrees 50 minutes 13 seconds East
42.50 feet; thence South 27 degrees 52 minutes 38 seconds West 307.76 feet;
thence North 62 degrees 07 minutes 22 seconds West 125.00 feet; thence North 27
degrees 52 minutes 38 seconds East 276.93 feet; thence North 00 degrees 09
minutes 47 seconds East 70.59 feet; thence South 89 degrees 50 minutes 13
seconds East 57.50 feet; thence North 00 degrees 09 minutes 47 seconds
East  64.96 feet; thence West 83.63 feet to the Point of
Beginning.

        



        
          
            
              LEGAL_US_W #
62519250.2

            

             


          

          
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        EXHIBIT
B

        


        


        The
Lease

        


        Real
Estate Ground Lease dated as of June 13, 2006 by and between Diamond Jo Worth,
LLC, an Iowa limited liability company, and Julseth Farm, LLC, an Iowa limited
liability company, as successor in interest to Truman and Lorraine Julseth, as
evidenced by that certain Memorandum of Lease and Purchase Option dated as of
June 13, 2006, and recorded as Document No. 20091550, Official Records of Worth
County, Iowa.

        


        Real
Property subject to the Lease

        


        Parcel
A:  That part of the East Half of Southwest Quarter of Section 29,
Township 100 North, Range 21, West of the 5th P.M., Worth County, Iowa,
described as follows:

        


        Commencing
at the northwest corner of the East Half of the Southwest Quarter of said
Section 29; Thence South  (assumed bearing) along the West line of the
East Half of the Southwest Quarter of said Section 29 a distance of 971.55 feet
to the point of beginning; Thence North 89 degrees 35 minutes  18
seconds East  1,278.64 feet to the West line of Interstate Highway 35;
Thence South 01 degrees 24 minutes 06 seconds East along said West line 331.69
feet; Thence Southerly 7.95 feet along said West line along a nontangential
curve concave to the West, having a central angle of 00 degrees  17
minutes 37 seconds, a radius of 1,552.10 feet, and a chord bearing of South 03
degrees 44 minutes 08 seconds West to the North line of the Top of
Iowa  Plat to Worth County, Iowa; Thence South 89 degrees 35 minutes
18 seconds West along said North line 1,286.24 feet to the West line of the East
Half of said Southwest Quarter; Thence North along said West line 339.58 feet to
the point of beginning.

        



        
          
            
              LEGAL_US_W #
62519250.2

            

             


          

          
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