Exhibit
10.4


 


GROUND LEASE


AMONG


WEST CENTRAL COOPERATIVE


AND


RENEWABLE ENERGY GROUP, INC.


 


This Ground Lease Among West Central
Cooperative and Renewable Energy Group, Inc. (the “Lease”), is made as of July
31, 2006, among West Central Cooperative, an Iowa cooperative association, of
406 1st St., P. O. Box 68, Ralston, Iowa, 51459 (the “Landlord”), and
Renewable Energy Group, Inc., a Delaware corporation, of 406 1st St., P.
O. Box 68, Ralston, Iowa, 51459 (the “Tenant”).


 


Recitals


 


A.            On or about October 3,
1995, West Central Cooperative, as landlord, and InterWest, L.C., as tenant,
entered into that certain lease covering the Land (as defined below) for a term
ending on December 31, 2005, and continuing thereafter on a year to year basis
for annual rental of $1.00 per year (the “InterWest Lease”).


 


B.            In connection with the
closing under that certain Stock Purchase Agreement dated July 31, 2006 by and
among Renewable Energy Group, Inc., Renewable Energy Group, LLC, InterWest,
L.C., West Central Cooperative and certain purchasers (the “Stock Purchase
Agreement”)  InterWest , L.C., has
assigned all its right, title and interest in the InterWest Lease to Renewable
Energy Group, Inc., which assignment West Central Cooperative has approved.


 


C.            West Central Cooperative
and Renewable Energy Group, Inc., have agreed to amend and restate the terms
and conditions of their lease arrangement for the Land in accordance with the
terms and provisions of this Lease, the same to be in full substitution and
replacement for the InterWest Lease.


 


The Ground Lease


 


NOW,
THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration, receipt of which is acknowledged, West Central
Cooperative and Renewable Energy Group, Inc., hereby agree to the following
amended and restated terms of the Lease among them:


 


1.             Definitions.  For the purposes of this Lease, the following
terms shall have the following definitions:


 

















 


a.             “Demised
Premises” shall mean the Land and all easements, rights, rights-of-way, and
licenses thereto, but shall not include the Improvements or Tenant’s Trade
Fixtures.


 


b.             “Improvements”
shall mean all buildings, structures, and improvements now existing or
hereafter constructed upon the Land during the term of the Lease, and any restoration,
addition to, or replacement thereof, but excluding therefrom the Land and
Tenant’s Trade Fixtures.


 


c.             “Land”
shall mean that certain parcel of real property described in Exhibit A attached
hereto, but shall not include the Improvements or Tenant’s Trade Fixtures.


 


d.             “Leasehold
Mortgagee” shall mean the mortgagee or mortgagees under any Mortgage.


 


e.             “Mortgage”
shall mean a mortgage encumbering the leasehold interest of Tenant under this
Lease, provided that the holder of any such mortgage has provided a copy of its
mortgage and notice to Landlord as required hereunder.


 


f.              “Tenant’s
Trade Fixtures” shall mean all of Tenant’s furniture, fixtures, equipment and
tools located in, attached or affixed to, or used in connection with the
Improvements, or the operation thereof, and located on the Land, including
without limitation office furniture and fixtures, cabinets, chairs, desks,
tables, computers, other office machines, maintenance and cleaning equipment,
and tools.


 


2.             Demised Premises
and Term.  Landlord, in consideration
of the rents hereinafter reserved and the terms, covenants, conditions, and
agreements set forth in this Lease to be kept and performed by Tenant, does
hereby demise and let unto Tenant, and Tenant does hereby hire and take from
Landlord, the Demised Premises, subject only to Permitted Liens (as such term
is defined in the Stock Purchase Agreement).


 


TO HAVE AND TO
HOLD the Demised Premises unto Tenant, its permitted successors and assigns,
upon and subject to all of the terms, covenants, conditions, conditional
limitations, and agreements herein contained for a term of years commencing on
the date of this Lease and ending on July 31, 2026 (the “Basic Term”), or until
said term is sooner terminated or extended pursuant to any of the conditional
limitations or other provisions of this Lease.


 


3.             Rental.  Tenant hereby agrees to pay and Landlord
hereby agrees to accept as rent hereunder from and after the date of this Lease
during the remainder of the Basic Term annual rental at the rate of $1.00 per
year, which shall be paid on August 1 of each year beginning on August 1, 2006,
and ending August 1, 2025, all without setoff or abatement.


 


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4.             Improvements.  Landlord and Tenant acknowledge that the
Improvements now located on the Demised Premises consist of a biodiesel
processing facility.


 


5.             Title to
Improvements and Trade Fixtures.


 


a.             Title
to Tenant’s Trade Fixtures are and shall be the sole and exclusive property of
Tenant during the term of this Lease and shall remain the sole and exclusive
property of Tenant after the expiration or termination of this Lease, for
whatever reason.  Landlord acknowledges
and understands that it shall have no right, title, or interest in or to Tenant’s
Trade Fixtures either during the term of this Lease, or thereafter (except as
hereinafter provided).


 


b.             Landlord
acknowledges and agrees that Tenant shall have the right to encumber, sell, or
hypothecate Tenant’s Trade Fixtures, to remove them from the Demised Premises,
or to otherwise deal with all or any portion of such Tenant’s Trade Fixtures,
at Tenant’s sole discretion.  Provided,
further, that upon ten (10) days’ prior written notice to Landlord, Landlord
shall prepare and deliver to Tenant a certificate in recordable form stating
that Landlord has no interest or right in or to Tenant’s Trade Fixtures, as
well as any other or further document which Tenant may reasonably request from
Landlord.


 


c.             All
Improvements presently on the Demised Premises and all Improvements hereafter
constructed on the Demised Premises are and shall be the property of Tenant or
any party taking title thereto through Tenant by means of mesne conveyance or
foreclosure, during, and only during, the continuance of the term of this Lease
and no longer.  At all times during the
term of this Lease, the Improvements which are owned by Tenant shall not be
conveyed, transferred, or assigned unless such conveyance, transfer, or
assignment shall be to a person, corporation or other entity to whom this Lease
is being transferred or assigned simultaneously therewith in compliance with
the provisions of paragraph 18 hereof (Assignment; Subletting), and at all such
times the holder of the leasehold interest of Tenant under this Lease shall be
the owner of said Improvements.  Any
attempted conveyance, transfer, or assignment of the Improvements, whether
voluntarily or by operation of law or otherwise, to any person, corporation, or
other entity shall be void and of no effect whatever unless such conveyance,
transfer, or assignment shall be to a person, corporation, or other entity to
whom this Lease is being transferred or assigned simultaneously therewith in
compliance with the provisions of paragraph 18. 
Similarly, so long as the Improvements or any part thereof shall remain
on the Demised Premises, any attempted transfer or assignment of the leasehold
interest of Tenant under this Lease shall be void and of no effect whatever
unless such transfer or assignment shall be to a person, corporation, or other
entity to whom the Improvements are being conveyed, transferred, or assigned
simultaneously therewith.  Upon any
termination of this Lease, whether by reason of the normal expiration of the
term hereof, or by reason of the provisions of paragraph 14 (Insurance), or
paragraph 20 (Default; Termination) hereof, or by reason of any other cause
whatsoever, if the Improvements or any part thereof shall then be on the
Demised Premises, all of Tenant’s right, title, and interest therein or any entity
or person acquiring title thereto through Tenant shall cease and 


 


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terminate, and
title to the Improvements shall vest in Landlord, and the Improvements or the
part thereof then within the Demised Premises shall be surrendered by Tenant to
Landlord as provided in paragraph 35 hereof (Surrender), subject, however, to
the provisions of paragraph 36 (Rights on Termination).  No further deed or other instrument shall be
necessary to confirm the vesting in Landlord of title to the Improvements.  However, upon any termination of this Lease,
Tenant, upon request of Landlord, shall execute, acknowledge, and deliver to
Landlord a quitclaim deed confirming that all of Tenant’s right, title, and
interest in or to the Improvements has expired, and that title to the
Improvements has vested in Landlord. 
Landlord shall pay all costs, fees, charges and taxes associated with
recording said deed.


 


d.             Notwithstanding
anything to the contrary contained above, Tenant shall have the right, at its
option, during the term of this Lease, to use the Improvements, and to the
extent required, the Demised Premises, in any reasonable and lawful manner
consistent with paragraph 11 (Use of Demised Premises) of this Lease.


 


6.             Leasehold Mortgagees.


 


a.             Tenant
shall have the right to mortgage its leasehold interest hereunder; provided
that the holder of any such mortgage shall forward to Landlord a true and
accurate copy of the executed and recorded mortgage showing the County Recorder’s
filing data, together with a written notice setting forth the name and address
of the leasehold mortgagee under any such mortgage.  The rights set forth below with respect to a
leasehold mortgagee shall not apply until such copy and notice have been
provided to Landlord.


 


b.             Landlord
and Tenant agree that so long as any Mortgage is a lien on Tenant’s estate in
the Demised Premises the Leasehold Mortgagee shall have all of the rights set
forth below (for purposes of the matters set forth in this paragraph 6, the
term Leasehold Mortgagee shall include all leasehold mortgagees who have
provided a copy of their mortgage and notice to Landlord as provided herein):


 


i.              
If Landlord shall give any notice, demand, election, or other communication
(hereafter referred to as Messages) to Tenant hereunder, Landlord shall at the
same time deliver a copy of each such Message to the Leasehold Mortgagee at the
address theretofore designated by the Leasehold Mortgagee.  Such copies of Messages shall be sent by
registered or certified mail, return receipt requested, and shall be deemed
given three days after a copy is deposited in a United States Post Office with
postage charges prepaid, enclosed in a securely sealed envelope addressed to
the Leasehold Mortgagee.  No Message given
by Landlord to Tenant shall be binding upon or affect said Leasehold Mortgagee
unless a copy of said Message shall be given to said Leasehold Mortgagee
pursuant to this subparagraph 6.b.i.  In
the case of an assignment of said mortgage or change in address of the
Leasehold Mortgagee, such assignee or Leasehold Mortgagee, by written notice to
Landlord, may change the address to which such copies of Messages 


 


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are to be
sent.  Landlord shall not be bound to
recognize any assignment of said mortgage unless and until Landlord shall be
given written notice of such assignment and the name and address of the
assignee, and thereafter such assignee shall be deemed to be the Leasehold
Mortgagee under this paragraph 6.  If any
said mortgage is held by more than one person, corporation, or other entity,
the Leasehold Mortgagee shall designate in writing one of their number to
receive all such Messages and copies of Messages and shall have given to
Landlord an original executed counterpart of such designation in form proper
for record.


 


ii.             In
the event of any default by Tenant under the provisions of this Lease, the
Leasehold Mortgagee will have the same concurrent grace periods as are given
Tenant for remedying such default or causing it to be remedied, plus an
additional thirty (30) days.


 


iii.            In
the event that Tenant shall default under any of the provisions of this Lease,
the Leasehold Mortgagee, without prejudice to its rights against Tenant, shall
have the right to make good such default within the applicable grace periods
provided for in the preceding section of this paragraph whether the same
consists of the failure to pay rent or the failure to perform any other matter
or thing which Tenant is hereby required to do or perform, and Landlord shall
accept such performance on the part of the Leasehold Mortgagee as though the
same had been done or performed by Tenant. 
For such purpose, Landlord and Tenant hereby authorize the Leasehold
Mortgagee to enter upon the Demised Premises and to exercise any of the Tenant’s
rights and powers under this Lease and, subject to the provisions of this
Lease, under the Mortgage.


 


iv.            Tenant
may delegate irrevocably to said Leasehold Mortgagee the authority to exercise
any or all of Tenant’s rights hereunder, but no such delegation shall be
binding upon Landlord unless and until either Tenant or said Leasehold
Mortgagee shall give to Landlord a true copy of a written instrument effecting
such delegation.  Such delegation of
authority may be effected by the terms of the Mortgage itself, in which case
the service upon Landlord of an executed counterpart or certified copy of the
Mortgage, in accordance with this paragraph 6, together with a written notice
specifying the provisions therein which delegate such authority to said
Leasehold Mortgagee, shall be sufficient to give Landlord notice of such
delegation.


 


v.             The
term incurable default as used herein means any default which cannot be
reasonably cured by the Leasehold Mortgagee. 
The term curable default means any default under this Lease which can be
cured by the Leasehold Mortgagee.  In the
event of any curable default under this Lease, and if prior to the expiration
of the applicable grace period specified in this paragraph, the Leasehold
Mortgagee shall give Landlord written notice that it intends to undertake the
curing of such default, or to cause the same to be cured, then Landlord will
not terminate or take any 


 


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action to
effect a termination of this Lease or re-enter, take possession of, or relet
the Demised Premises or similarly enforce performance of this Lease, so long as
the Leasehold Mortgagee is, with all due diligence and in good faith, engaged
in the curing of such default, or effecting such cure through foreclosure;
provided, however, that the Leasehold Mortgagee shall not be required to
continue such possession or continue such foreclosure proceedings if such
default shall be cured.


 


vi.            In
the event that this Lease is terminated by Landlord on account of any incurable
default, or in the event Tenant’s interest under this Lease shall be sold,
assigned, or transferred pursuant to the exercise of any remedy of the
Leasehold Mortgagee, or pursuant to judicial proceedings, and if (i) no
rent or other charges shall then be due and payable by Tenant under this Lease,
or (ii) the Leasehold Mortgagee shall have arranged with Landlord to cure
any curable default of Tenant under this Lease, then Landlord, within 30 days
after receiving a written request therefor, which shall be given within 60 days
after such termination or transfer and upon payment to it of all expenses,
including attorney’s fees, incident thereto, will execute and deliver a new
lease of the Demised Premises to the Leasehold Mortgagee or its nominee or to
the purchaser, assignee, or transferee, as the case may be, for the remainder
of the term of this Lease, containing the same covenants, agreements, terms,
provisions, and limitations as are contained herein.  Upon the execution and delivery of such new
lease, the lessee, in its own name or in the name of Landlord, may take all
appropriate steps as shall be necessary to remove Tenant from the Demised
Premises.  The provisions of this
subparagraph vi shall survive the termination of this Lease.


 


vii.           In
the event a default under the Mortgage shall have occurred, the Leasehold
Mortgagee may exercise, with respect to the Demised Premises, and subject to
the provisions of this Lease, any right, power, or remedy under the Mortgage.


 


viii.          This
Lease may be assigned, without the consent of Landlord, to or by the Leasehold
Mortgagee or its nominee, pursuant to foreclosure or similar proceedings, or
the sale, assignment, or other transfer of this Lease in lieu thereof, or the exercise
of any other right, power, or remedy of the Leasehold Mortgagee, and the
Leasehold Mortgagee shall be liable to perform the obligations herein imposed
on Tenant only during the period it is in possession or ownership of the
leasehold estate created hereby.


 


ix.            No
surrender (except a surrender upon the expiration of the term of this Lease or
upon termination by Landlord pursuant and subject to the provisions of this
Lease) by Tenant to Landlord of this Lease, or of the Demised Premises, or any
part thereof, or of any interest therein, and no termination of this Lease by
Tenant, shall be valid or effective, and neither this Lease nor any of the
terms hereof may be 


 


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amended,
modified, changed, or canceled without the prior written consent of the
Leasehold Mortgagee.


 


x.             The
provisions of this paragraph are for the benefit of, and are to be enforceable
by, only the Leasehold Mortgagee as defined and described above.


 


xi.            Except
as otherwise provided in paragraph 6.b.vi above, no mortgage now or hereafter a
lien upon this Lease shall extend to or affect the reversionary interest and
estate of Landlord in and to the Demised Premises or in any manner attach to or
affect the Demised Premises from and after any expiration or termination of
this Lease.


 


7.             Taxes.  Tenant will, at Tenant’s own cost and
expense, bear, pay, and discharge prior to delinquency, all real estate taxes,
assessments, sewer rents, water rents and charges, duties, impositions, license
and permit fees, charges for public utilities of any kind, payments and other
charges of every kind and nature whatsoever, ordinary or extraordinary,
foreseen or unforeseen, general or special (all of which are hereinafter
sometimes collectively referred to as “Impositions”), which shall, pursuant to
present or future law or otherwise, prior to or during the term hereby granted,
have been or be levied, charged, assessed, or imposed upon, or grown or become
due and payable out of or for, or become or have become a lien on the Demised
Premises, and the Improvements, or the sidewalks, streets, or vaults used by
Tenant in connection therewith; it being the intention of the parties hereto
that the rents reserved herein shall be received and enjoyed by Landlord as a
net sum free from all of such Impositions, except income taxes assessed against
Landlord, franchise, estate, succession, inheritance, excess profits, revenue,
or any other tax, assessment, charge, or levy upon the rent payable by Tenant
under this Lease or transfer taxes of Landlord, or any tax or charge in
replacement or substitution of the foregoing or of a similar character.  Provided, however, that if at any time during
the term of the Lease the then prevailing method of taxation or assessment
shall be changed so that the whole or any part of the Impositions theretofore
payable by Tenant as above provided, shall instead be levied, charged,
assessed, or imposed wholly or partially on the rents received by the Landlord
from the Demised Premises, or shall otherwise be imposed against Landlord in
the form of a franchise tax or otherwise, then Tenant shall pay all such
levies, charges, assessments, impositions, taxes, and other substituted charges
to the extent that the same shall be directly related to and assessed against
the Demised Premises or the rent thereon; provided, however, that Tenant shall
be required to make such payments only to the extent that the same would be
payable if the Demised Premises were the only property of Landlord.


 


Landlord and
Tenant shall cooperate and use reasonable efforts to cause the Demised Premises
and the Improvements to be assessed and taxed separate and apart from all other
premises.  If, however, any Imposition
payable by Tenant as aforesaid shall also be levied, charged, assessed, or
imposed upon, or grow or become due and payable out of or for, or become a lien
on, or be based upon the value of, any other premises owned or leased by Tenant
not constituting a part of the Demised Premises, then Tenant shall pay or cause
to be paid the full amount of said Imposition, notwithstanding that all or a
portion thereof is allocable to such other premises, but Tenant reserves 


 


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all rights which Tenant may
have, whether pursuant to law or agreement or otherwise, to recover all or a
portion of said Imposition from the owner or owners of such other premises.


 


Tenant shall
pay all interest and penalties imposed upon the late payment of any Impositions
which Tenant is obligated to pay hereunder. 
Impositions shall be apportioned between Tenant and Landlord both as of
the date of the beginning of the term of this Lease and as of the date of
termination of the term of this Lease. 
Impositions apportioned to Tenant upon the termination of the term of
this Lease shall be paid by Tenant to Landlord within thirty (30) days after
such termination.  As to regular real
estate taxes such apportionment shall be made as to taxes accruing during or
for the period covered by the Lease (which taxes are payable in a subsequent
fiscal year).


 


Tenant may
take the benefit of the provisions of any law or regulations permitting any
assessment imposed upon the Demised Premises prior to the expiration of the
term of this Lease to be paid in installments; provided, further, that the
amount of all installments of any such assessment which are to become due and
payable after the expiration of the term of this Lease shall be paid by
Landlord when and as the same shall become due and payable.


 


If Tenant
shall fail, for ten (10) days after notice and demand given to Tenant, to pay
any Imposition on or before the last day upon which the same may be paid
without the imposition of interest or penalties for the late payment thereof,
then Landlord may pay the same with all interest and penalties lawfully imposed
upon the late payment thereof, and the amounts so paid by Landlord shall
thereupon be and become immediately due and payable by Tenant to Landlord
hereunder.


 


Tenant at
Tenant’s own cost and expense may, if it shall in good faith so desire, contest
the validity or amount of any Imposition, in which event Tenant may defer the
payment thereof for such period as such contest shall be actively prosecuted
and shall be pending undetermined, so long as such proceedings and any appeals
shall operate to legally prevent the collection of such payments and the sale
of the Demised Premises to satisfy any lien arising out of the non-payment of
the same.


 


Landlord shall
execute and deliver to Tenant whatever documents may be necessary or proper to
permit Tenant to so contest any such Imposition or which may be necessary to
secure payment of any refund which may result from any such proceedings.


 


An official
certificate or statement issued or given by a sovereign or municipal authority,
or any agency thereof, or any public utility, showing the existence of any
Imposition, or interest or penalties thereon, the payment of which is the
obligation of Tenant as herein provided, shall be prima facie evidence for all
purposes of this Lease of the existence, amount, and validity of such
Imposition.


 


8.             Repairs.


 


a.             Tenant
shall at all times during the term of this Lease, at Tenant’s own costs and
expense, keep the Demised Premises and the Improvements thereon, and all
appurtenances to the Demised Premises, in as good order, condition, and repair
as exists on 


 


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the
commencement date of this Lease, ordinary wear and tear excepted, and in such
condition as may be required by law and by the terms of the insurance policies
furnished pursuant to this Lease, whether or not such repair shall be interior
or exterior, and whether or not such repair shall be of a structural nature,
and whether or not the same can be said to be within the present contemplation
of the parties hereto.


 


b.             The
Demised Premises include a right of access over a driveway as described on
Exhibit A.  Notwithstanding the preceding
subparagraph, the cost of repair and maintenance of such driveway shall be
borne by Landlord and Tenant pro rata according to the proportionate amount of
use each makes of the driveway; provided, however, that any repair or
maintenance required as a result of the acts of Landlord or Tenant, or their
respective invitees, licensees or tenants, shall be borne solely by the
responsible party.


 


9.             Compliance with
Law.


 


a.             Tenant
shall at all times during the term of the Lease, at Tenant’s own cost and
expense, perform and comply with all laws, rules, orders, ordinances,
regulations, and requirements now or hereafter enacted or promulgated, of every
governmental authority and municipality having jurisdiction over the Demised
Premises, and of any agency thereof, relating to the Demised Premises, or the
Improvements now or hereafter located thereon, or the facilities or equipment
therein, or the roads adjoining the Demised Premises, or the appurtenances to
the Demised Premises, or the franchises and privileges connected therewith,
whether or not such laws, rules, orders, ordinances, regulations, or
requirements so involved shall necessitate structural changes, improvements,
interference with use and enjoyment of the Demised Premises, replacements, or
repairs, extraordinary as well as ordinary, and Tenant shall so perform and
comply, whether or not such laws, rules, orders, ordinances, regulations, or
requirements shall now exist or shall hereafter be enacted or promulgated, and
whether or not such laws, rules, orders, ordinances, regulations, or
requirements can be said to be within the present contemplation of the parties hereto;
provided, however, that in lieu of making any such structural changes,
improvements, replacements or repairs, Tenant may elect to terminate this Lease
by delivering written notice of such election to Landlord.


 


b.             Tenant
shall have the right, provided it does so with due diligence and dispatch, to
contest by appropriate legal proceedings, without cost or expense to Landlord,
the validity of any law, rule, order, ordinance, regulation, or requirement of
the nature hereinabove referred to in this paragraph 9.  Tenant may postpone compliance with such law,
rule, order, ordinance, regulation, or requirement until the final
determination of such proceedings, only so long as such postponement of
compliance will not subject Landlord to any criminal prosecution, or any other
liability of any kind against the reversion of the Demised Premises or the
Improvements thereon which may arise by reason of postponement or failure of
compliance with such law, rule, order, 


 


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ordinance,
regulation, or requirement, and Tenant shall indemnify and hold Landlord
harmless from the same.  Subject to
Tenant’s right to terminate this Lease as described in paragraph 9.a above, no
provisions of this Lease shall be construed so as to permit Tenant to postpone
compliance with such law, rule, order, ordinance, regulation, or requirement if
any sovereign, municipal, or other governmental authority shall threaten to
carry out any work to comply with the same or to foreclose or sell any lien
affecting all or any part of the Demised Premises which shall have arisen by
reason of such postponement or failure of compliance.


 


10.           Alterations.  Tenant shall have the right, at Tenant’s
expense, from time to time during the term of this Lease to demolish all or any
part of the Improvements and/or to make any alteration, addition, or
modification to the Demised Premises or the Improvements thereon; provided
that, after said alterations, additions, or modifications, the Demised Premises
shall be for the same general use as provided in paragraph 11.a of this Lease,
and said alterations, additions, or modifications shall not lessen the market
value of the Demised Premises in any material respect; and further provided,
that, Tenant shall furnish to Landlord waivers of mechanics’ and materialman’s
liens from all persons furnishing materials or labor in connection therewith.


 


11.           Use of Demised
Premises.


 


a.             Tenant
may use and occupy the Demised Premises and the Improvements thereon as a site
for a biodiesel processing facility, including but not limited to receiving,
loading, unloading and storing necessary inputs for the operation of such
facility, and storing and loading of materials produced at such facility and
for any other similar or related lawful purpose that is not incompatible or in
competition with the use of the adjacent land and facilities.


 


b.             Tenant
will not use or keep or allow the Demised Premises or Improvements or any
portion thereof to be used or occupied for any unlawful purpose or in violation
of any certificate of occupancy, and will not suffer any act to be done or any
condition to exist within the Demised Premises or any portion thereof or in any
Improvement thereon, or permit any article to be brought therein, which may be
dangerous, unless safeguarded as required by law, or which may, in law,
constitute a nuisance, public or private, or which may make void or voidable
any insurance in force with respect thereto.


 


12.           Mechanic’s Liens.  Tenant shall not cause or allow any mechanics’,
materialman’s or other such lien to be placed against the Demised Premises by
reason of any work, labor, service, or material performed or furnished (other
than by Landlord and its agents and contractors) for or to Tenant or anyone
occupying the Demised Premises through or under Tenant.  If any such lien shall be filed Tenant shall
promptly and fully pay and discharge any and all claims on which any such lien
may or could be based.  Tenant shall at
all times indemnify Landlord against and hold it harmless with respect to any
loss, cost, fee, charge, expense, lien, or liability of any nature occurring or
accruing by virtue of any such work, labor, service, or material performed or
furnished (other than by Landlord and its agents and contractors) for or to Tenant.


 


Tenant at
Tenant’s own cost and expense may, if it shall in good faith so desire, contest
the validity or amount of any such lien, in which event Tenant may defer the
payment thereof for such period as such contest shall be actively prosecuted
and shall be pending undetermined, so long as 


 


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such proceedings and any
appeals shall operate to legally prevent the collection of such payments and
the sale of the Demised Premises to satisfy any lien arising out of the
non-payment of the same.


 


13.           Net Lease.  This is an absolute net lease and Landlord
shall not be required to provide any services or do any act or thing with
respect to the Demised Premises or the appurtenances thereto, except as may be
specifically provided herein or the Asset Use Agreement or Contract for
Services (as such terms are defined in the Stock Purchase Agreement), and the
rent reserved herein shall be paid to Landlord without any claim on the part of
Tenant for diminution, setoff, or abatement, and nothing shall suspend, abate,
or reduce any rent to be paid hereunder, except as otherwise specifically
provided in this Lease.


 


14.           Insurance.


 


a.                                       Tenant
will at all times during the term of this Lease maintain insurance on the
Demised Premises, the Improvements and on assets of others in the care, custody
or control of Tenant of the following character:


 


i.              Insurance
against loss or damage by fire and other risks and perils from time to time
included under a standard all risk policy, including without limitation the
perils of fire, lightning, explosion, windstorm, tornado, collapse, hail,
smoke, aircraft damage, vehicular damage, riot, civil commotion and vandalism,
up to the full replacement value of the Improvements as the value may exist
from time to time;


 


ii.             Commercial
general liability insurance (which includes, but is not limited to, contractual
liability coverage) covering claims for bodily injury and property damage
occurring on, in or about the Demised Premises, with limits of at least
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate;


 


iii.            Environmental
liability insurance covering claims for bodily injury, property damage and
clean-up costs for pollution events occurring on, in or about the Demised
Premises, with limits of at least $1,000,000.00 per occurrence;


 


iv.            Statutory workers’
compensation coverage (including occupational disease coverage) in accordance
with the laws of the State of Iowa covering all employees and employer’s
liability insurance with limits of not less than $1,000,000.00 per occurrence
and $1,000,000.00 disease each employee, which coverage shall include a waiver
of subrogation in favor of Landlord;


 


v.             Comprehensive
automobile liability insurance covering liability arising out of any auto (owned,
hired and non-owned), with a combined single limit of not less than
$1,000,000.00 each accident, with such coverage endorsed to extend to any
polluting events which may arise from Tenant’s ownership, use or operation of a
motor vehicle on the Demised Premises; and


 


 


11

















 


vi.            Such
other insurance as Landlord may reasonably request and as is carried by
Landlord with respect to the adjacent land and facilities owned and operated by
Landlord.


 


b.             Landlord
will at all times during the term of this Lease maintain insurance on Landlord’s
adjacent land and facilities (the “Landlord Premises”), and on assets of others
in the care, custody or control of Landlord of the following character:


 


i.              Insurance
against loss or damage by fire and other risks and perils from time to time
included under a standard all risk policy, including without limitation the
perils of fire, lightning, explosion, windstorm, tornado, collapse, hail,
smoke, aircraft damage, vehicular damage, riot, civil commotion and vandalism,
up to the full replacement value of the Landlord Premises as the value may
exist from time to time;


 


ii.             Commercial
general liability insurance (which includes, but is not limited to, contractual
liability coverage) covering claims for bodily injury and property damage
occurring on, in or about the Landlord Premises, with limits of at least
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate;


 


iii.            Environmental
liability insurance covering claims for bodily injury, property damage and
clean-up costs for pollution events occurring on, in or about the Landlord
Premises, with limits of at least $1,000,000.00 per occurrence;


 


iv.            Statutory
workers’ compensation coverage (including occupational disease coverage) in
accordance with the laws of the State of Iowa covering all employees and
employer’s liability insurance with limits of not less than $1,000,000.00 per
occurrence and $1,000,000.00 disease each employee, which coverage shall
include a waiver of subrogation in favor of Tenant; and


 


v.             Comprehensive
automobile liability insurance covering liability arising out of any auto
(owned, hired and non-owned), with a combined single limit of not less than
$1,000,000.00 each accident, with such coverage endorsed to extend to any
polluting events which may arise from Landlord’s ownership, use or operation of
a motor vehicle on the Landlord Premises.


 


c.             All
such policies required under this paragraph 9 shall be procured from insurance
companies licenced in the State of Iowa and shall be listed in the current
“Best’s Insurance Guide” as possessing a minimum policy holder’s rating of “A”
and a financial category no lower than “VIII” ($100 million to $250 million of
adjusted policy holder’s surplus).  The
policies required of Tenant above (other than workers’ compensation) shall name
Landlord, as an additional insured on a primary and non-contributory
basis.  The policies required of Landlord
above (other than workers’ compensation) shall name Tenant, 


 


12

















 


as an
additional insured on a primary and non-contributory basis.  Such insurance may be obtained by either
party by endorsement on its blanket insurance policies, provided that (i) such
blanket policies satisfy the requirements specified herein and (ii) the other
party shall be furnished with the certificate of the insurer to the effect that
the amount of insurance allocable to the Demised Premises and Improvements,
with respect to Tenant, and to the Landlord Premises, with respect to Landlord,
is not less than the amount required by this paragraph and (iii) the protection
afforded Tenant, or Landlord, as applicable, is not less than the protection
which would have been afforded under a separate policy or policies relating only
to the Demised Premises, or Landlord Premises, as applicable.  Neither party shall be required to prosecute
any claim against any insurer or to contest any settlement proposed by any
insurer, provided that the either party may, at its cost and expense, prosecute
any such claim or contest any such settlement, and in such event such
prosecuting party may bring any such prosecution or contest in the name of
Landlord, Tenant, or both, and the other party shall cooperate with the
prosecuting party and will join therein at the prosecuting party’s written
request upon receipt by such party of an indemnity from the prosecuting party
against all costs, liabilities, and expenses in connection with such
cooperation, prosecution, or contest.


 


d.             Promptly
after the execution and delivery of this Lease each party shall deliver to the
other party true and correct copies of policies or certificates of insurers
satisfactory to the other party evidencing all the insurance which is then
required to be maintained by such party hereunder, and each party shall, within
30 days prior to the expiration of any such insurance, deliver other true and
correct copies of policies or satisfactory certificates of the insurers
evidencing the renewal of such insurance. 
Should Tenant fail to effect, maintain, or renew any insurance provided
for herein, or to pay the premium therefor, or to deliver to Landlord any of
such policies or certificates, Landlord, at its option, but without obligation
so to do, may procure such insurance, and any sums expended by it to procure
such insurance shall be additional rent hereunder and shall be repaid by Tenant
within 30 days following the date on which demand therefor shall be made by
Landlord.  Such insurance policy(ies)
shall contain a provision that such policy(ies) shall not be canceled or
reduced in scope (as to coverage or limits) without thirty (30) days prior
written notice to Landlord in the case of insurance required to be maintained
hereunder by Tenant and to Tenant with respect to insurance required to be
maintained by Landlord hereunder.


 


e.             Neither
Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the
other party (or to any insurance company insuring the other party) with respect
to, and Landlord and Tenant do each herewith and hereby release and relieve the
other, and waive their entire right of recovery for, any personal injury or
loss or damage to any of the property of Landlord or Tenant, as the case may
be, with respect to their respective property, the Demised Premises, the
Landlord Premises or any additions or improvements thereto or any contents
therein, to the extent covered by insurance required to be carried by the other
party hereto, even though such loss may have been occasioned by the negligence
or willful acts or omissions of Landlord or Tenant or their respective
employees, agents, contractors or invitees. 
Since this mutual waiver will preclude the assignment of any such 


 


13

















 


claim by
subrogation (or otherwise) to an insurance company (or any other person),
Landlord and Tenant each agree to give each insurance company which has issued,
or in the future may issue, policies of insurance with respect to the items
covered by this waiver, written notice of the terms of this mutual waiver, and
to have such insurance policies properly endorsed, if necessary, to prevent the
invalidation of any of the coverage provided by such insurance policies by
reason of this mutual waiver.  For
purposes of the foregoing waiver, the amount of any deductible applicable to
any loss or damage shall be deemed covered by and recoverable by the insured
under the insurance policy to which such deductible relates.  In the event that Landlord or Tenant is
permitted to and self-insures any risk for which insurance is required to be
carried under this Agreement, or if a party fails to carry any insurance
required to be carried pursuant to this Agreement, then all loss or damage to
such party, its property or leasehold interest, its business, its property, the
Demised Premises, the Landlord Premises or any additions or improvements
thereto or contents thereof shall be deemed covered by and recoverable under
valid and collectible policies of insurance. 
Notwithstanding anything to the contrary herein, neither party shall be
liable to the other or any insurance company (by way of subrogation or
otherwise) insuring the other party for any loss or damage to any property or
bodily injury or personal injury or any resulting loss of income or losses from
worker’s compensation laws and benefits, even though such loss or damage may
have been occasioned by the negligence of the other party, its employees,
agents, contractors or invitees, if any such loss or damage was required to be
covered by insurance pursuant to this Lease.


 


15.           Casualty.


 


a.             If
the Improvements on the Demised Premises or any part thereof shall be damaged
or destroyed by fire or other casualty, Tenant shall promptly notify Landlord
of such destruction or damage.  Tenant
expressly waives the provisions of any present or future law relating to such
damage or destruction and agrees that the provisions of this Lease shall
control the rights of Landlord and Tenant. 
Provided further, that rent shall not abate hereunder by reason of any
damage to or destruction of the Improvements, except as specifically provided
for in this Lease.


 


b.             If
the Improvements on the Demised Premises are substantially damaged or destroyed
in any single fire or by any single casualty so that they shall be economically
unsuitable for restoration for Tenant’s business operations (as determined by
Tenant in its sole and absolute discretion), then in lieu of rebuilding,
replacing, and repairing the Improvements as provided in this Lease, Tenant
shall within 90 days after the occurrence of such damage or destruction,
give notice to Landlord of Tenant’s intention to terminate this Lease.  Such notice shall be signed by the President
or a Vice President of Tenant and shall (i) specify such termination date
(herein in this paragraph called the Termination Date), which shall be on or
after the date of the delivery of such notice, and (ii) contain a
certification by Tenant to the effect that the Improvements have been
substantially damaged or destroyed and that Tenant has determined that the
Demised Premises are economically unsuitable for restoration for Tenant’s
business operations, and will not be rebuilt or repaired by Tenant.  If such notice and certificate shall have
been delivered, then on or before the 


 


14

















 


Termination
Date Tenant shall surrender and deliver the Demised Premises as required under
paragraph 35 of this Lease, provided, that the damaged Improvements shall be
cleaned and removed from the Demised Premises to the reasonable satisfaction of
Landlord.  In such case Tenant’s
insurance proceeds shall be applied to the following in the order indicated: (1)
to the cost of cleanup and removal of damaged Improvements; (2) to the
satisfaction of Leasehold Mortgagees as permitted under this Lease; (3) the
worth at the time of termination of any unpaid rent which would have been
received for the remainder of the term (such worth to be computed in the same
manner as “worth at the time of award” under subparagraph iii of paragraph 20);
and (4) the balance to Tenant.


 


c.             If
a portion of the Demised Premises or the Improvements shall be damaged or
destroyed by any fire or other casualty and this Lease is not terminated as
provided for herein, then this Lease shall continue in full force and effect
and Tenant shall, promptly and diligently after any such damage or destruction
and at its own cost and expense, demolish, repair, restore or replace the
Improvements to the extent so desired by Tenant.  The net proceeds of Tenant’s insurance
proceeds shall immediately be paid over to Tenant to be used by Tenant for such
purposes.


 


16.           Indemnification:


 


a.             Tenant’s
Duty to Indemnify. To the fullest extent permitted by law, Tenant will
indemnify and save harmless Landlord from and against any and all liability,
loss, damages, expenses, costs of action, suits, interest, fines, penalties,
claims, and judgments (to the extent that the same are not paid out of the
proceeds of any policy of insurance furnished by Tenant to Landlord pursuant to
paragraph 14a hereof) arising from injury, or claim of injury, during the term
of this Lease to person or property of any and every nature, and from any
matter or thing, growing out of the Tenant’s occupation, possession, use,
management, improvement, construction, alteration, repair, maintenance, or
control of the Demised Premises, the Improvements now or hereafter located
thereon, the facilities and equipment thereon, the roads adjoining the Demised
Premises, the appurtenances to the Demised Premises, or the franchises and
privileges connected therewith, or arising out of Tenant’s failure to perform,
fully and promptly, or Tenant’s postponement of compliance with, each and every
term, covenant, condition, and agreement herein provided to be performed by Tenant,
except the foregoing shall not apply to any loss or damage arising from the
negligence or willful acts of Landlord. 
Tenant, at Tenant’s own cost and expense, will defend by counsel of
Tenant’s choosing any and all suits that may be brought and claims which may be
made against Landlord, or in which Landlord may be impleaded with others,
whether Landlord shall be liable or not, upon any such above-mentioned
liability, loss, damages, expenses, costs of action, suits, interest, fines,
penalties, claims, and judgments and shall satisfy, pay, and discharge any and
all judgments that may be recovered against Landlord in any such action or
actions in which Landlord may be a party defendant, or that may be filed
against the Demised Premises, or the Improvements thereon, or the
appurtenances, or any interest therein, and in the event of the failure of
Tenant to pay the sum or sums for which Tenant shall become liable as
aforesaid, then Landlord may pay such sum or sums, with all 


 


15

















 


interest and
charges which may have accrued thereon, and the amount so paid by Landlord
shall be payable by Tenant to Landlord upon demand.


 


b.             Landlord’s
Duty to Indemnify.  To the fullest
extent permitted by law, Landlord will indemnify and save harmless Tenant from
and against any and all liability, loss, damages, expenses, costs of action,
suits, interest, fines, penalties, claims, and judgments (to the extent that
the same are not paid out of the proceeds of any policy of insurance furnished
by Landlord to Tenant pursuant to paragraph 14b hereof) arising from injury, or
claim of injury, during the term of this Lease to person or property of any and
every nature, and from any matter or thing, growing out of the Landlord’s
occupation, possession, use, management, improvement, construction, alteration,
repair, maintenance, or control of the Landlord Premises, the improvements now
or hereafter located thereon, the facilities and equipment thereon, the roads
adjoining the Landlord Premises, the appurtenances to the Landlord Premises, or
the franchises and privileges connected therewith, or arising out of Landlord’s
failure to perform, fully and promptly, or Landlord’s postponement of
compliance with, each and every term, covenant, condition, and agreement herein
provided to be performed by Landlord, except the foregoing shall not apply to
any loss or damage arising from the negligence or willful acts of Tenant.  Landlord, at Landlord’s own cost and expense,
will defend by counsel of Landlord’s choosing any and all suits that may be
brought and claims which may be made against Tenant, or in which Tenant may be
impleaded with others, whether Tenant shall be liable or not, upon any such
above-mentioned liability, loss, damages, expenses, costs of action, suits,
interest, fines, penalties, claims, and judgments and shall satisfy, pay, and
discharge any and all judgments that may be recovered against Tenant in any
such action or actions in which Tenant may be a party defendant, or that may be
filed against the Landlord Premises, or the improvements thereon, or the
appurtenances, or any interest therein, and in the event of the failure of
Landlord to pay the sum or sums for which Landlord shall become liable as
aforesaid, then Tenant may pay such sum or sums, with all interest and charges
which may have accrued thereon, and the amount so paid by Tenant shall be
payable by Landlord to Tenant upon demand.


 


17.           Condemnation.  If at any time during the term of this Lease
all or any part of the Demised Premises or the Improvements thereon shall be
taken in the exercise of the power of eminent domain by any sovereign,
municipality, or other public or private authority, then, at Tenant’s option,
this Lease shall terminate on the date of vesting of title in such taking or
such earlier date (on or after the date of the delivery of such notice) as
Tenant may specify in a written notice to Landlord of Tenant’s election to
terminate this Lease and any prepaid rent shall be apportioned as of said date.


 


18.           Assignment; Subletting.  Except for Permitted Transfer (as defined
below), Tenant may not assign this Lease, or any interest therein, or sublet
the Demised Premises in whole or in part, without the prior, express, and
written consent of Landlord, which shall not be unreasonably withheld, and a
consent to any assignment or subletting shall not be deemed to be a consent to
any subsequent assignment or subletting. 
Except for Permitted Transfers, any assignment or subletting without Landlord’s
written consent shall be void, and shall, at the option of Landlord, terminate
this 


 


16

















 


Lease.  Except for Permitted Transfers, neither this
Lease nor the leasehold estate of Tenant nor any interest of Tenant under this
Lease in the Demised Premises or the Improvements shall be subject to
involuntary assignment, transfer, or sale, or to assignment, transfer, or sale
by operation of law in any manner whatsoever. 
Except for Permitted Transfers, any such attempted involuntary
assignment, transfer, or sale shall be void and of no effect, and shall, at the
option of Landlord, terminate this Lease. 
Tenant may, without Landlord’s consent, (i) assign this Lease, or any
interest therein, or sublet the Demised Premises in whole or in part, to any
Affiliate of Tenant (as such term is defined in the Stock Purchase Agreement)
or (ii) assign or transfer this Lease, by operation of law or otherwise, to any
person or entity succeeding to all or substantially all of Tenant’s assets or
business who agrees in writing to assume all of Tenant’s obligations hereunder
which arise from and after the date of such assignment or transfer
(collectively, the “Permitted Transfers”). 
In the event the assignee or transferee pursuant to a Permitted Transfer
described in clause (ii) immediately above is at least as creditworthy as
Tenant as of the date of the assignment or transfer, Tenant shall be released
of its obligations under this Lease with respect to periods from and after the
date of the assignment or transfer.


 


Except as
otherwise provided in the immediately preceding sentence, no acceptance by
Landlord of any performance, rent, or additional rent herein provided to be
done or paid by Tenant from any person, firm, or corporation other than Tenant,
shall discharge Tenant (except to the extent of the performance and payments so
accepted by Landlord) from liability to pay all of rent herein provided to be
paid by Tenant or from liability to perform any of the terms, covenants,
conditions, and agreements set forth in this Lease.


 


To the extent
the provisions of this paragraph 18 (Assignment; Subletting) are inconsistent
with the provisions of paragraph 6 (Leasehold Mortgagees), the provisions of
paragraph 6 shall govern.


 


19.           Injunction.  Landlord, at Landlord’s option, in addition
to any other rights reserved to Landlord, and notwithstanding the concurrent
pendency of summary or other dispossession proceedings between Landlord and
Tenant, shall have the right at all times during the term of this Lease to
restrain by injunction any violation or attempted violation by Tenant of any of
the terms, covenants, conditions, or agreements of this Lease, and to enforce
by injunction any of the terms, covenants, conditions, and agreements hereof.


 


20.           Default; Termination.


 


a.             The
occurrence of any of the following shall constitute a material default and
breach of this Lease by Tenant:


 


i.              Any
failure by Tenant to pay the rental required to be paid by Tenant hereunder
where such failure continues for thirty (30) days after written notice thereof
by Landlord to Tenant; or


 


17

















 


 


ii.             Any
failure by Tenant to pay the Impositions required to be paid hereunder by
Tenant where such failure continues for thirty (30) days after written notice thereof
by Landlord to Tenant; or


 


iii.            Any
failure by Tenant to maintain the insurance required to be maintained hereunder
by Tenant where such failure continues for thirty (30) days after written
notice thereof by Landlord to Tenant; or


 


iv.            There
shall be filed by or against Tenant in any court or other tribunal pursuant to
any statute or other rule of law, either of the United States or of any State
or of any other authority now or hereafter exercising jurisdiction, a petition
in bankruptcy or insolvency proceedings or for reorganization or for the
appointment of a receiver or trustee of all or substantially all of Tenant’s
property, unless such petition be filed against Tenant and if in good faith
Tenant shall promptly thereafter commence and diligently prosecute any and all
proceedings appropriate to secure the dismissal of such petition, and such
petition is dismissed within 180 days or Tenant makes an assignment for the
benefit of creditors; or


 


v.             Pursuant
to any other default or breach of this Lease by Tenant, Landlord obtains a
money judgment against Tenant in a court of competent jurisdiction, and such
judgment is not paid to Landlord within sixty (60) days after such judgment
becomes final.


 


b.             In
the event of any such default by Tenant, then in addition to any other remedies
available to Landlord at law or in equity, Landlord, subject to the rights of
the Leasehold Mortgagees under paragraph 6, shall have the immediate option to
terminate this Lease and all rights of Tenant hereunder by giving written
notice of such intention to terminate in the manner specified in this section
of the Lease.  In the event that Landlord
shall elect to so terminate this Lease, then Landlord may recover from Tenant:


 


i.              The
worth at the time of award of any unpaid rent which had been earned at the time
of such termination; plus


 


ii.             The
worth at the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the amount
of such rental loss Tenant proves could have been reasonably avoided; plus


 


iii.            The
worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of such rental
loss that Tenant proves could be reasonably avoided; plus


 


iv.            Any
other amount necessary to compensate Landlord for all the detriment proximately
caused by Tenant’s failure to perform its obligations under this 


 


18

















 


Lease or which
in the ordinary course of things would be likely to result therefrom; plus


 


v.             Such
other amounts in addition to or in lieu of the foregoing as may be permitted
from time to time by applicable Iowa law.


 


As used in
subparagraphs i and ii above, the “worth at the time of award” is computed by
allowing interest at the rate of 8.0% per annum.  As used in subparagraph iii above, the “worth
at the time of award” is computed by discounting such amount at the discount
rate of 8.0%.


 


c.             The
occurrence of any default or breach of this Lease by Tenant, other than those
set forth in subparagraph a above, shall be deemed not to be material
hereunder, and Landlord shall not have the right to terminate this Lease for
any such default.  In the event of such a
non-material default, which default continues for thirty (30) days after
written notice thereof by Landlord to Tenant (provided that, if the nature of
such default is such that the same cannot be cured within such 30-day period,
Tenant shall not be deemed to be in default if Tenant shall within such period
commence such cure and thereafter diligently pursue the same to completion),
Landlord’s sole remedy shall be damages, as determined by a court of competent
jurisdiction.


 


d.             In
the event of the vacation or abandonment of the Demised Premises by Tenant,
Landlord shall have the right to re-enter the Demised Premises and take
possession of the Demised Premises pursuant to legal proceeding or pursuant to
any notice provided by law, and if Landlord does not elect to terminate this
Lease, Landlord may, from time to time, without terminating this Lease, either
recover all rental as it becomes due, or relet the Demised Premises or any part
thereof for such term or terms and at such rental or rentals and upon such
other terms and conditions as Landlord in its sole discretion may deem
advisable.


 


e.             In
the event that Landlord shall elect to so relet, then rentals received by
Landlord from such reletting shall be applied, first, to the payment of any
indebtedness other than rent due hereunder from Tenant to Landlord; second, to
the payment of any cost of such reletting; third, to the payment of rent due
and unpaid hereunder; and the residue, if any, shall be held by Landlord and
applied in payment of future rent as the same may become due and payable hereunder.  Should that portion of such rentals received
from such reletting during any year, which is applied to the payment of rent
hereunder, be less than the rent payable during that year by Tenant hereunder,
then Tenant shall pay such deficiency to Landlord immediately upon demand
therefor by Landlord.  Such deficiency
shall be calculated and paid annually. 
Tenant shall also pay to Landlord, as soon as ascertained, any costs and
expenses incurred by Landlord in such reletting.


 


f.              Upon
a default or breach of any term of this Lease by Landlord hereunder, Tenant
shall have the right to terminate this Lease and all other rights and remedies
provided by law or equity.


 


19

















 


g.             Except
as otherwise expressly provided herein, the rights and remedies given herein to
Landlord and Tenant shall be deemed cumulative, and the exercise of one of such
remedies shall not operate to bar the exercise of any other rights reserved to
Landlord or to Tenant under the provisions of this Lease or given to Landlord
or to Tenant by law.


 


21.           Landlord’s Right to
Cure Tenant’s Defaults.  Whenever and
as often as Tenant shall fail or neglect to comply with and perform any term,
covenant, condition, or agreement to be complied with or performed by Tenant
hereunder, then, upon thirty (30) days’ prior written notice to Tenant,
Landlord at Landlord’s option, in addition to all other remedies available to
Landlord, may perform, or cause to be performed, such work, labor, services,
acts, or things, and take such other steps, including entry onto the Demised
Premises and the Improvements thereon, as Landlord may deem advisable, to
comply with and perform any such term, covenant, condition, or agreement which
is in default, in which event Tenant shall reimburse Landlord upon demand, and
from time to time, for all costs and expenses suffered or incurred by Landlord
in so complying with or performing such term, covenant, condition, or
agreement.  The commencement of any work
or the taking of any other steps or performance of any other act by Landlord
pursuant to the immediately preceding sentence shall not be deemed to obligate
Landlord to complete the curing of any term, covenant, condition, or agreement
which is in default.


 


22.           Tenant’s Expenses.  Landlord shall reimburse Tenant upon demand
for all reasonable expenses, including attorneys’ fees, incurred by Tenant in
connection with any litigation to enforce any obligation of Landlord which is
in default hereunder.  If the leasehold
interest of Landlord hereunder shall hereafter be held by more than one person,
corporation, or other entity, and if litigation shall arise by reason of a
dispute among such persons, corporations, or other entities, and if Tenant is
made a party to such litigation without Tenant’s consent, then Landlord shall
reimburse Tenant upon demand for all reasonable expenses, including attorneys’
fees, incurred by Tenant in connection with any such litigation.


 


23.           Landlord’s Expenses.  Tenant shall reimburse Landlord upon demand
for all reasonable expenses, including attorneys’ fees, incurred by Landlord in
connection with the collection of any rent in default hereunder, or the
termination of this Lease by reason of a material default of Tenant, as such
term is defined above, or the enforcement of any other obligation of Tenant
which is in default hereunder, or the protection of Landlord’s rights
hereunder, or any litigation or dispute in which Landlord becomes a party or
otherwise becomes involved, without fault on its part, relating to the Demised
Premises or Landlord’s rights or obligations hereunder.  If the leasehold interest of Tenant hereunder
shall hereafter be held by more than one person, corporation, or other entity,
and if litigation shall arise by reason of a dispute among such persons,
corporation, or other entities, and if Landlord is made a party to such
litigation without Landlord’s consent, then Tenant shall reimburse Landlord
upon demand for all reasonable expenses, including attorneys’ fees, incurred by
Landlord in connection with any such litigation.


 


24.           Waiver of Trial by
Jury.  To the extent permitted by
law, Landlord and Tenant hereby waive trial by jury in any litigation brought
by either of the parties hereto against the other on any 


 


20

















 


matter arising out of or in any
way connected with this Lease or the Demised Premises or the Improvements
thereon.


 


25.           Merger.  In no event shall the leasehold interest,
estate, or rights of Tenant hereunder, or of the holder of any mortgage upon
this Lease, merge with any interest, estate, or rights of Landlord in or to the
Demised Premises, it being understood that such leasehold interest, estate, and
rights of Tenant hereunder, and of the holder of any mortgage upon this Lease, shall
be deemed to be separate and distinct from Landlord’s interest, estate, and
rights in or to the Demised Premises, notwithstanding that any such interests,
estates, or rights shall at any time or times be held by or vested in the same
person, corporation, or other entity.


 


26.           Definition of
Landlord.  The term Landlord as used
in this Lease shall at any given time mean the person or persons, corporation
or corporations, or other entity or entities who are the owner or owners of the
reversionary estate of Landlord in and to the Demised Premises.  In the event of any conveyance or other
divestiture of title to the reversionary estate of Landlord in and to the
Demised Premises, the grantor or the person or persons, corporation or
corporations, or other entity or entities who are divested of title shall be
entirely freed and relieved of all covenants and obligations thereafter
accruing hereunder, and the grantee or the person or persons, corporation or
corporations, or other entity or entities who otherwise succeeds or succeed to
title shall be deemed to have assumed the covenants and obligations of Landlord
thereafter accruing hereunder, and until the next conveyance or divestiture of
title, Tenant shall look solely to said grantee or successor for the observance
and performance of the covenants and obligations of Landlord hereunder so
assumed by said grantee or successor. 
Tenant agrees to attorn to any such grantee or successor.


 


27.           Quiet Enjoyment.  Landlord covenants that at all times during
the term of this Lease, so long as Tenant is not in default hereunder, Tenant’s
quiet enjoyment of the Demised Premises or any part thereof shall not be
disturbed by any act of Landlord, or of anyone acting by, through, or under
Landlord, it being understood, however, that any person, corporation, or other
entity who from time to time is Landlord hereunder shall be entirely relieved
of this covenant under the circumstances set forth in paragraph 26 hereof
(Definition of Landlord).


 


28.           Extensions of Term.  Tenant may elect to extend the term of this
Lease for six (6) additional terms of five years each upon the terms,
covenants, conditions, conditional limitations, and agreements herein
contained, in accordance with and subject to the following conditions:


 


a.             Each
extension of the term of this Lease shall be for a period of 5 years commencing
on the date of termination of the original or then current extended term and
expiring on the fifth anniversary of the date of commencement of such extension
period.  The term of this Lease may be
extended a maximum of six times so that the final termination date of this
Lease, in any event, shall be no later than [July 31, 2056].


 


b.             The
election to extend shall be exercised, if at all, at least 90 days prior to the
date of commencement of the extension period so elected.  The election to extend shall be exercised
only by written notice to Landlord, which notice shall be executed and 


 


21

















 


acknowledged
by Tenant in form proper for recording. 
During each extended term, all of the terms and conditions of this Lease
shall continue in full force and effect, except that the annual Basic Rent for
each extended term shall be payable in the amounts and at the times set forth
in subparagraph c below.


 


c.             The
Basic Rent for each extended term shall be annual rental at the rate of $1.00
per year, payable on July 1 of each year beginning on July 1 of the first year
of the extended term, without set-off or abatement.  The notice of election to extend the term of
this Lease given in accordance with the provisions of this paragraph shall
automatically extend the term of this Lease for the extended term without
further writing.  However, either party,
upon request of the other, will execute and acknowledge, in form proper for
recording, an instrument confirming said extension, which shall have been
properly elected by Tenant.


 


All references
in this Lease to the “term” of this Lease, or to the “term” hereof, shall be
deemed to include the original term specified in paragraph 2 hereof (Demised
Premises and Term) and each extended term thereof elected pursuant to the
provisions of this paragraph.


 


The notice of
election to extend the term of this Lease given in accordance with the
provisions of this paragraph shall have no effect, and the extension period
shall not become effective, if Landlord has delivered to Tenant a written
notice of default under the terms of this Lease at the time the notice is given
or immediately prior to the expiration date of the Lease, and neither Tenant
nor the Leasehold Mortgagee has cured, or taken steps to cure, such default.


 


A termination
of this Lease pursuant to paragraph 20 (Default; Termination), or any other
provision hereof, or pursuant to present or future law, shall extinguish all
extension periods theretofore elected and all rights of election of extension
periods not theretofore exercised.


 


29.           Present Condition of
Premises.  Tenant represents that the
Demised Premises, the improvements thereon, the driveway accessing the same,
sub-surface conditions, and the present tenancies, uses, and non-uses thereof,
have been examined by Tenant and Tenant’s agents and that Tenant accepts the
same, without recourse to Landlord except as may be otherwise provided in the
Stock Purchase Agreement or the Contribution Agreement executed by and between
Landlord and Tenant in connection therewith, in the condition or state in which
they or any of them now are, without representation or warranty, expressed or
implied in fact or by law, as to the nature, condition, or usability thereof,
or as to the use or uses to which the Demised Premises or any part thereof may
be put, or as to the prospective income from, and expense of operation of, the
Demised Premises.


 


30.           Landlord’s Right of
Entry.  Upon three (3) days’ prior
written notice to Tenant and subject to strict adherence and compliance with
Tenant’s safety rules and regulations, Landlord and Landlord’s authorized
agents and employees shall have the right from time to time, at Landlord’s option,
to enter and pass through the Demised Premises and the Improvements thereon
during business hours to examine the same and to show them to prospective
purchasers, mortgagees, and others, but this shall not obligate Landlord to
make any such entry or examination.


 


22

















 


31.           Messages.  Any notice, demand, election, payment, or
other communication (hereafter in this paragraph 31 collectively referred to as
Messages) which Landlord or Tenant shall desire or be required to give pursuant
to the provisions of this Lease shall be sent by registered or certified mail,
return receipt requested, and the giving of such Message shall be deemed
complete on the third (3rd) business day after the same is deposited in a United
States Post Office with postage charges prepaid, enclosed in a securely sealed
envelope addressed to the person intended to be given such Message at the
respective addresses set forth below or to such other address as such party may
theretofore have designated by notice pursuant to this paragraph 31.


 


	
  Landlord:

  	
  West Central
  Cooperative

  
	
   

  	
  406 1st St.,
  P. O. Box 68

  
	
   

  	
  Ralston,
  Iowa, 51459

  
	
   

  	
   

  
	
  Tenant:

  	
  Renewable
  Energy Group, Inc.

  
	
   

  	
  406 1st
  St., P. O. Box 68

  
	
   

  	
  Ralston,
  Iowa, 51459

  



 


If, at any
time, the leasehold interest of Tenant or the fee interest of Landlord shall be
owned by more than one person, corporation, or other entity (hereafter in this
paragraph collectively referred to as said Owners), then within ten (10) days
after written demand by Landlord or Tenant, as the case may be, said Owners
shall give to the other party hereto written notice, executed and acknowledged
by all of said Owners, in form proper for recording, of the entity to whom
shall be given, as agent for all of said Owners, all Messages thereafter given
hereunder.  Thereafter, until such
designation is revoked by written notice given by all of said Owners to the
other party hereto, any Message given to such agent shall be deemed to have
been given to each and every one of said Owners at the same time that such
Message is given to such agent.  If said
Owners shall fail so to designate in writing one such agent to whom all
Messages are to be given, or if such designation shall be revoked as aforesaid,
then any Message may be given to any one of said Owners as agent for all of
said Owners, and such Message shall be deemed to have been given to each and
every one of said Owners at the same time that such Message is given to any one
of them.


 


32.           Estoppel
Certificates.  Each party hereto
agrees that at any time and from time to time during the term of this Lease,
within thirty (30) days after request by the other party hereto or by the
Leasehold Mortgagee, it will execute, acknowledge, and deliver to the Leasehold
Mortgagee or such other party or to any prospective purchaser, assignee, or any
other mortgagee designated by such other party, a certificate stating


 


a.             That
this Lease is unmodified and in force and effect (or if there have been
modifications, that this Lease is in force and effect as modified, and
identifying the modification agreements);


 


b.             The
date to which rent has been paid;


 


23

















 


c.             Whether
or not there is any existing default by Tenant in the payment of any rent or
other sum of money hereunder, and whether or not there is any other existing
default by either party hereto with respect to which a notice of default has
been served, and, if there is any such default, specifying the nature and
extent thereof; and


 


d.             Whether
or not there are any set-offs, defenses, or counterclaims against enforcement
of the obligations to be performed hereunder existing in favor of the party
executing such certificate.


 


33.           Payments of Money;
Interest.  All amounts whatsoever
which Tenant shall be obligated to pay to Landlord pursuant to this Lease shall
be deemed rent, and in the event of the nonpayment by Tenant of any sum of
money which Tenant from time to time shall be obligated to pay to Landlord
under any provision of this Lease, Landlord shall have the same rights and
remedies by reason of such nonpayment as if Tenant had failed to pay an
installment of Basic Rent under paragraph 3 hereof.  In each instance when Tenant shall be
obligated to make any payment of any sum of money to Landlord hereunder, or
Landlord shall be obligated to make any payment of any sum of money to Tenant
hereunder, interest shall accrue thereon and be payable hereunder at the rate
of twelve percent (12.0%) per annum, or the highest rate permitted by law,
whichever is lower, computed from the date such payment first became due
hereunder.


 


34.           Non-Waiver.  No waiver by Landlord of any breach by
Tenant, or waiver by Tenant of any breach by Landlord, of any term, covenant,
condition, or agreement herein and no failure by Landlord or Tenant to exercise
any right or remedy in respect of any breach hereunder, shall constitute a
waiver or relinquishment for the future of any such term, covenant, condition,
or agreement or of any subsequent breach of any such term, covenant, condition,
or agreement, nor bar any right or remedy of Landlord or Tenant in respect of
any such subsequent breach, nor shall the receipt of any rent, or any portion
thereof, by Landlord, operate as a waiver of the rights of Landlord to enforce
the payment of any other rent then or thereafter in default, or to terminate
this Lease, or to recover the Demised Premises, or to invoke any other
appropriate remedy which Landlord may select as herein or by law provided.


 


35.           Surrender.  Tenant shall, on the last day of the term of
this Lease or upon any termination of this Lease pursuant to paragraph 20
(Default; Termination) hereof, or upon any other termination of this Lease,
well and truly surrender and deliver up the Demised Premises, with the
Improvements then located thereon, into the possession and use of Landlord,
without fraud or delay and in as good order, condition and repair as exists on
the commencement date of this Lease, reasonable wear and tear excepted, free
and clear of all lettings and occupancies, free and clear of all liens and
encumbrances other than those existing on the date of this Lease and those, if
any, created by Landlord, without any payment or allowance whatever by Landlord
on account of or for any buildings and improvements erected or maintained on
the Demised Premises at the time of the surrender, or for the contents thereof
or appurtenances thereto, subject to the provisions of paragraph 36
(Rights on Termination), and also subject to the condition that upon the
request of Landlord the Improvements shall be cleaned and removed from the
Demised Premises to the reasonable satisfaction of Landlord.  Provided, however, that Tenant’s Trade
Fixtures, personal 


 


24

















 


property, and other belongings
of Tenant or of any subtenant or other occupant of space in the Demised
Premises shall be and remain the property of Tenant, and Tenant shall have a
reasonable time after the expiration of the term of this Lease to remove the
same.


 


36.           Rights on
Termination.  If Renewable Energy
Group, Inc. or its successor, assignee or transferee pursuant to a Permitted
Transfer, is the Tenant under this Lease at the time of its termination, the
parties shall have the following rights with respect to the Improvements and
Demised Premises:


 


a.                                       Tenant
shall have the right, at its option, to request that it be compensated for the
fair market value of the Improvements as of the date of termination.  If Tenant desires to exercise this right it
shall give Landlord written notice of such election not less than three months
and not more than six months prior to the date of termination.  Upon giving of such notice the purchase price
for the Improvements shall be determined by the following procedure:


 


i.              Landlord
and Tenant shall attempt to agree upon a purchase price for the Improvements.


 


ii.             If
a purchase price for the Improvements is not mutually agreed upon within thirty
(30) days of Tenant’s notice of election to request compensation for the Improvements,
then Landlord shall select an appraiser, Tenant shall select an appraiser, and
the two appraisers shall select a third appraiser.  The three appraisers will, by majority vote,
determine the fair market value of the improvements.  Upon such determination, the appraisers shall
give written notice of the fair market value determination to Landlord and
Tenant.  The decision of the appraisers
shall be binding upon the parties hereto. 
The fee of the appraiser selected by Landlord shall be paid by
Landlord.  The fee of the appraiser
selected by Tenant shall be paid by Tenant. 
The fee of the appraiser selected by the two other appraisers shall be
paid jointly by Landlord and Tenant.


 


b.             After
the fair market value purchase price for the Improvements has been determined
pursuant to the above, Landlord shall have the option to elect whether to
purchase the Improvements at such price or to elect to have the Demised
Premises and Improvements offered for public sale.  Landlord shall give Tenant written notice of
its election within thirty (30) days after the date the fair market value
purchase price for the Improvements has been determined.


 


c.             If
Landlord elects to purchase the Improvements then payment of the purchase price
as determined above shall be made within sixty (60) days of the exercise of its
option to purchase the Improvements. 
Payment shall be made in cash and the Improvements shall be sold and
conveyed to Landlord free and clear of all liens and encumbrances other than
those that may be created by Landlord. 
Tenant will execute, acknowledge and deliver to Landlord 


 


25

















 


a bill of
sale, a deed, or whatever other documentation Landlord may reasonably request
to confirm the vesting of full and complete title to the Improvements in
Landlord.


 


d.             If
Landlord elects to have the Demised Premises and Improvements offered for
public sale then Landlord and Tenant shall jointly offer the Demised Premises
and Improvements for sale for the best price obtainable on commercially
reasonable terms.  Upon the closing of
any such sale the proceeds representing the value of the Improvements shall be
allocated to Tenant and the portion of the proceeds representing the Demised
Premises shall be allocated to Landlord.


 


The provisions of this
paragraph shall apply only if Renewable Energy Group, Inc. or its successor,
assignee or transferee pursuant to a Permitted Transfer, is the Tenant at the
time of termination of this Lease.


 


37.           Memorandum of Lease.  Each of the parties hereto will, promptly
upon request of the other, execute a memorandum of this Lease in form suitable
for recording setting forth the names of the parties hereto and the term of
this Lease, identifying the Demised Premises, and also including such other
clauses therein as either party may desire, except the amounts of Basic Rent
payable hereunder.


 


38.           No Partnership.  Landlord shall not be deemed, in any way or
for any purpose, to have become, by the execution of this Lease or any action
taken under this Lease, a partner of Tenant, in Tenant’s business or otherwise,
or a member of any joint enterprise with Tenant.


 


39.           No Oral Changes.  This Lease may not be changed or modified
orally, but only by an agreement in writing signed by the party against whom
such change or modification is sought to be enforced.


 


40.           Bind and Inure.  The terms, covenants, conditions, and
agreements of this Lease shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, subject, however, to the
provisions of paragraph 5 (Title to Improvements), paragraph 18 (Assignment;
Subletting) and paragraph 26 (Definition of Landlord) hereof.  Any waiver of rights by either party hereto
shall be deemed to be a waiver of such rights not only by such party but shall
be deemed to be a waiver of such rights for and on behalf of each and every
successor and assignee of such party.


 


41.           Force Majeure.  The time within which either party hereto
shall be required to perform any act under this Lease, other than the payment
of money, shall be extended by a period of time equal to the number of days
during which performance of such act is delayed unavoidably by strikes,
lockouts, acts of God, governmental restrictions, failure, or inability to
secure materials or labor by reason of priority or similar regulation or order
of any governmental or regulatory body, enemy action, civil disturbance, fire,
unavoidable casualties, or any other cause beyond the reasonable control of
either party hereto, excluding, however, the inability or failure of either
party to obtain any financing which may be necessary to carry out its
obligations.  Notwithstanding the
foregoing, unless the party entitled to such extension shall give notice to the
other party hereto (plus 


 


26

















 


concurrent notice by telephone
or telegraph if such other party’s telephone number is not readily available)
of its claim to such extension within ten (10) business days after the event
giving rise to such claim shall have occurred, there shall be excluded in
computing the number of days by which the time for performance of the act in
question shall be extended, the number of days which shall have elapsed between
the occurrence of such event and the actual giving of such notice.


 


42.           Hazardous Material.


 


a.             The
Tenant shall keep and maintain the Demised Premises in compliance with, and
shall not cause the Demised Premises to be in violation of, any federal, state,
or local laws, ordinances or regulations relating to industrial hygiene or to
the environmental conditions (Hazardous Materials Laws) on, under, about, or
affecting the Demised Premises.  The
Tenant shall not use, generate, manufacture, store, or dispose of on, under or
about the Demised Premises or transport to or from the Demised Premises, in violation
of any Hazardous Materials Laws, any flammable explosives, radioactive
materials, hazardous wastes, toxic substances, or related materials, including
without limitation any substances defined as or included in the definition of
hazardous substances, hazardous wastes, hazardous materials, or toxic
substances under any applicable federal or state laws or regulations
(collectively referred to hereinafter as “Hazardous Materials”).


 


b.                                      Except
as otherwise provided in the Stock Purchase Agreement or the Contribution
Agreement executed by and between Landlord and Tenant in connection therewith,
the Tenant shall be solely responsible for, and shall indemnify and hold
harmless the Landlord, its directors, officers, employees, agents, successors,
and assigns from and against, any loss, damage, cost, expense, or liability
directly or indirectly arising out of or attributable to the Tenant’s use,
generation, storage, release, threatened release, discharge or disposal of
Hazardous Materials on, under or about the Demised Premises, including without
limitation:


 


i.              All
foreseeable damages;


 


ii.             The
costs of any required or necessary repair, cleanup, or detoxification of the
Demised Premises, and the preparation and implementation of any closure,
remedial, or other required plans; and


 


iii.            All
reasonable costs and expenses incurred by the Lender in connection with clauses
(i) and (ii), including, but not limited to, reasonable attorneys’ fees.  The Tenant shall, upon the request of the
Landlord, provide the Landlord with a bond or letter of credit, in form and
substance satisfactory to the Landlord, in an amount sufficient to cover the
costs of any required cleanup.


 


c.             The
Tenant shall, at its expense, take all necessary remedial action(s) in response
to the presence of any Hazardous Materials on, under, or about the Demised
Premises arising during the term of this Lease.


 


27

















 


43.           Conflicts; No
Expansion or Limit of Other Rights. 
No term or provision of this Lease shall operate or be construed to
expand, waive, release, limit or diminish any rights, remedies or recourse
Tenant or Landlord may have against the other pursuant to the Stock Purchase
Agreement or the Contribution Agreement executed by and between Landlord and
Tenant in connection therewith.


 


44.           Tenant’s Special
Termination Option.  Tenant shall
have the right to terminate this Lease at any time upon delivery of not less
than one hundred eighty (180) days’ prior written notice to Landlord.


 


45.           Survival.  All warranties, representations,
indemnities and covenants herein which by their nature may require or be
capable of performance upon or after the termination of this Lease shall
survive the termination of this Lease.


 


28

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Lease to be executed as of the day
and year first above written.


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  WEST CENTRAL
  COOPERATIVE

  	
  RENEWABLE
  ENERGY GROUP, INC.

  
	
   

  	
   

  
	
  By

  	
    /s/
  JEFFREY STROBURG

  	
   

  	
  By

  	
    /s/
  NILE RAMSBOTTOM

  	
   

  
	
  Jeffrey
  Stroburg, President

  	
  Nile
  Ramsbottom, President

  
						



 


 


	
  STATE OF
  IOWA

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF GREEN

  	
  )

  



 


This
instrument was acknowledged before me on July 31, 2006, by Jeffrey Stroburg, as
President of West Central Cooperative.


 


	
   

  	
   

  	
     /s/
  JOHN A. GERKEN

  	
   

  
	
   

  	
   

  	
   

  	
  , Notary
  Public

  
	
  (Seal)

  	
   

  	
  My
  commission expires:

  	
     9/22/07

  	
   

  
	
   

  	
   

  
	
  STATE OF
  IOWA

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF
  GREEN

  	
  )

  
						



 


This
instrument was acknowledged before me on July 31, 2006, by Craig Heineman, as
Secretary of West Central Cooperative.


 


	
   

  	
   

  	
     /s/
  JOHN A. GERKEN

  	
   

  
	
   

  	
   

  	
   

  	
  , Notary
  Public

  
	
  (Seal)

  	
   

  	
  My
  commission expires:

  	
     9/22/07

  	
   

  
						



 


29

















 


DESCRIPTION OF LAND


 


Lot A of Lot 2 of the Northeast
Quarter of the Northwest Quarter (NE1⁄4 NW1⁄4) and Lot A of Lot 1 of the Southeast
Quarter of the Northwest Quarter (SE1⁄4 NW1⁄4) of Section Thirty-six (36), Township
Eighty-four (84) North, Range Thirty-three (33) West of the 5th P.M., in
Carroll County, Iowa; and a non-exclusive right of access to the above
described real estate over a 20 foot strip of land, the centerline of which is
described as follows:


 


Beginning 623.52 feet West of
the center of Section Thirty-six (36), Township Eighty-four (84) North, Range
Thirty-three (33) West of the 5th P.M., in Carroll County, Iowa; thence North
70°43’28” West 244.89
feet; thence North 44°32’39” West 224.10
feet; thence Northeasterly 276.08 feet along a 200.00 foot radius curve concave
Easterly; thence North 34°32’50” East 168.12
feet; thence Northwesterly 125.44 feet along a 200.00 foot radius curve concave
Westerly; thence North 01°23’15” West
110.87 feet; thence Northeasterly 101.55 feet along a 175.00 foot radius
curve concave Southeasterly; thence North 31°51’36”
East 41.64 feet; thence Northwesterly 110.74 feet along a 200.00 foot radius
curve concave Northwesterly; thence North 00°08’06”
East 70.00 feet;


 


all as more particularly
described and shown on the plat prepared by Warder C. Hillhouse, Jr., dated May
4, 1995, a copy of which is attached to this Exhibit A.


 


Exhibit A