Exhibit 10.2.2


     

    Exhibit
      10.22


    FIRST
      AMENDMENT OF LEASE

     

    THIS
      FIRST AMENDMENT OF LEASE, dated as of June 16, 2006 (this “Amendment”),
      between TRONA COGENERATION CORPORATION, a Delaware corporation, having an
      address at c/o DaimlerChrysler Services North America LLC, CIMS 405-23-05,
      27777
      Inkster Road, Farmington Hills, Michigan 48334-5326, Attention: Raymond M.
      McGowan (hereinafter referred to as “Lessor”),
      and
      THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, an Indiana corporation, having
      an
      address at 1300 South Clinton Street, Fort Wayne, Indiana 46802, Attention:
      Director of Facilities (hereinafter referred to as “Lessee”).

     

     

    WITNESSETH:

     

    Whereas
      Clinton Street Limited Partnership, an Indiana limited partnership, as lessor
      (the “Original
      Lessor”),
      entered into that certain Lease and Agreement dated as of August 1, 1984 (the
      “Lease”)
      with
      Lessee, which Lease was guaranteed by Lincoln National Corporation
      (“Guarantor”)
      pursuant to the Guaranty, dated as of August 1, 1984, from Guarantor to Original
      Lessor and the
      Memorandum of Lease and Agreement recorded August 29, 1984 as Instrument Number
      1984-21065, Reassignment of Lease and Guaranty recorded August 29, 1984 as
      Instrument Number 84-21069, Second Reassignment of Lease recorded August 29,
      1984 as Instrument Number 84-21073, as well as Assignment of Lease and Guaranty
      dated August 1, 1984 and recorded August 29, 1984 as Instrument Number
      84-21067;

     

    WHEREAS,
      capitalized terms used and not defined herein shall have the respective meanings
      ascribed thereto in the Lease;

     

    WHEREAS,
      the Lease demised to Lessee the land more particularly described on Exhibit A
      hereto
      (the “Original
      Land”)
      and
      all improvements thereon (the “Original
      Improvements”);

     

    WHEREAS,
      by General Warranty Deed, dated as of March 24, 1987 (the “Meridian
      Deed”),
      from
      Original Lessor to Chrysler Meridian Corporation (“Meridian”),
      a
      copy of which was recorded on March 25, 1987 as Instrument Number
      87-014806, Original Lessor conveyed to Meridian the Original Improvements and
      an
“Estate for Years” in the Original Land, subject to the Lease and the rights of
      Lessee thereunder;

     

    WHEREAS,
      by that certain Master Assignment, Assumption and Agreement, dated as of March
      24, 1987, a copy of which was recorded on March 25, 1987 as Instrument
      Number 87-14808, among Original Lessor, Meridian and the Clinton Street
      Realty Trust (the “Trust”),
      Original Lessor assigned the Lease and the Guaranty to Meridian, and Meridian
      accepted such assignment and assumed such rights and obligations;

     

    WHEREAS,
      by the General Warranty Deed, dated as of March 24, 1987 (the “Trust
      Deed”),
      a
      copy of which was recorded on March 25, 1987 as Instrument Number 87-014807,
      from Original Lessor to the Trust, Original Lessor conveyed to the Trust the
      Original Land, subject to the Meridian Deed and the rights of Meridian
      thereunder, and subject to the Lease and the rights of Lessee
      thereunder

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      by Trustee Special Warranty Deed from the Trust to Lessor, dated as of the
      date
      hereof, a copy of which is to be recorded with the Allen County office of the
      recorder, the Trust conveyed its interest in the Original Land to Lessor,
      subject to the Lease and the rights of Lessee thereunder;

     

    WHEREAS,
      by Special Warranty Deed from Meridian to the Lessor, dated as of the date
      hereof, a copy of which is to be recorded with the Allen County office of the
      recorder, Meridian conveyed its interest (including its Estate for Years) in
      the
      Original Land to the Lessor, subject to the Lease and the rights of Lessee
      thereunder;

     

    WHEREAS,
      pursuant to that certain Assignment and Assumption Agreement dated as of the
      date hereof (“Assignment
      and Assumption”),
      Meridian assigned its rights and obligations under the Lease and the Guaranty
      to
      the Lessor and Lessor assumed and agreed to perform the same; and 

     

    WHEREAS,
      immediately preceding the execution and delivery of this Amendment, Lessee
      has
      conveyed to Lessor the land more particularly described on Exhibit
      B
      attached
      hereto (the “Additional
      Land”)
      and
      all improvements thereon (the “Additional
      Improvements”);

     

    WHEREAS,
      the Lessor and the Lessee wish to amend the Lease to, among other things,
      exercise Lessee’s option to extend the term for the first two (2) “Extended
      Terms” and add the Additional Land and the Additional Improvements to the
      premises demised under the Lease, so that the Land Parcel (as defined in the
      Lease) shall consist of the Original Land and the Additional Land;

     

    NOW
      THEREFORE, in consideration of One Dollar and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    1.  Schedule A
      of the Lease is hereby deleted in its entirety and replaced by Schedule A
      attached
      hereto.

     

    2.  Paragraphs
      6 and 7 to Schedule B to the Lease are hereby deleted in their entirety and
      replaced with Schedule B
      attached
      hereto.

     

    3.  Schedule C
      to the Lease is hereby deleted in its entirety and replaced with Schedule C
      attached
      hereto with respect to the period commencing on the date of this
      Amendment.

     

    4.  Section
      2(a) of the Lease is hereby deleted in its entirety and the following is
      substituted in lieu thereof: “(a) the rights of any parties in possession and
      the existing state of the title as of the commencement of the term of this
      Lease
      or, for any property added to the Land Parcel by an amendment to this Lease
      (Added
      Property),
      as of
      the date on which such property is so added to the Land Parcel,”.

     

    5.  Section
      2(d) of the Lease is hereby deleted in its entirety and the following is
      substituted in lieu thereof: “(d) the condition of any buildings, structures and
      other improvements located thereon, as of the commencement of the term of this
      Lease or, for any 

     

     

    
      
        
        

      

      
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    buildings,
      structures and other improvements located on any Added Property, on the date
      such Added Property is added to the Land Parcel by an amendment of this Lease,
      without representation or warranty by Lessor.”

     

    6.  In
      accordance with Section 4 of the Lease, Lessees hereby irrevocably
      exercises the right and option to extend the term of the Lease for the first
      two
      (2) Extended Terms (as defined in the Lease), such that the term of the Lease
      shall expire on August 31, 2019 (the period September 1, 2009 to
      August 31, 2019 being herein called the “Initial
      Extended Term”),
      unless sooner terminated as provided in the Lease. Notwithstanding anything
      in
      the Lease to the contrary, this will constitute exercise by the Lessee of the
      first two (2) Extended Terms, and nothing in this Amendment shall be construed
      as to prevent the Lessee from subsequently extending the term of the Lease
      for
      the remaining four (4) additional Extended Terms of five (5) years each in
      accordance with, and subject to, the terms of the Lease and this Amendment
      (“Subsequent
      Extension Terms”).
      Lessee irrevocably waives any right to give a notice not to extend the Lease
      for
      the first or the second Extended Terms.

     

    7.  The
      first
      sentence of Section 9 of the Lease is hereby amended by deleting the beginning
      portion of said sentence ending with the parenthetical “(collectively, the
      Indemnified Parties)”, and by substituting in lieu thereof the following:
“Lessee shall defend all actions or claims against Lessor, or any partner,
      member, shareholder, officer or director of Lessor, or any assignee of Lessor,
      or any partner, member, shareholder, officer or director of such assignee
      (collectively, the Indemnified Parties)”.

     

    8.  Section
      11(c) of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    
      	 	
              “(c)

            	
              Lessee
                may, at its expense, upon 45 days prior notice to Lessor, construct
                improvements on any portion of the Land Parcel on which there is
                not
                already a permanent structure for which improvements it has not and
                will
                not obtain reimbursement from Lessor (Lessee’s Improvements), provided
                that upon completion thereof, the use and market value of the remaining
                Leased Premises shall not thereby be materially lessened, and provided
                further that all such Lessee’s Improvements shall comply with all
                applicable laws, regulations, zoning requirements and building codes.
                The
                Lessee’s Improvements shall be and remain the property of Lessee and
                Lessee may make additions and alterations to Lessee’s Improvements and
                substitutions and replacements thereof which are otherwise in compliance
                with the provisions of this
                subparagraph (c).”

            


    

     

    9.  The
      second sentence of Section 12(b) of the Lease, and the portion of the third
      sentence of Section 12(b) of the Lease ending with the phrase “this Lease shall
      terminate on the Termination Date”, are hereby deleted in their entirety and the
      following is substituted in lieu thereof:

     

    “If
      the
      Termination Date occurs during the Interim or Primary Term, or during the first
      two (2) Extended Terms (i.e., during the period September 1, 2009 through August
      31, 2019), such notice to Lessor shall be accompanied by an irrevocable


     

     

     

    
      
        
        

      

      
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    offer
      by
      Lessee to purchase the Leased Premises on the Termination Date at a price
      determined in accordance with Schedule C (the Purchase Offer). If either (1)
      Lessor shall reject such Purchase Offer by notice given to Lessee not later
      than
      the 30th day prior to the Termination Date, or (2) the Termination Date occurs
      during an Extended Term commencing on or after September 1, 2019, this Lease
      shall terminate on the Termination Date”.

     

    10.  Section
      12(c) of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    
      	 	
              “(c)

            	
              If
                during any Term (i) a portion of the Leased Premises shall be taken
                by condemnation or other eminent domain proceedings, which taking
                is not
                sufficient to require that Lessee give a Purchase Offer or (ii) the
                use or occupancy of the Leased Premises or any part thereof shall
                be
                temporarily taken by any governmental authority, then this Lease
                shall
                continue in full effect without abatement or reduction of Basic Rent,
                additional rent or other sums payable by Lessee hereunder notwithstanding
                such partial or temporary taking. Except as hereinafter set forth,
                Lessee
                shall (whether or not it has received any portion of the Net Award),
                promptly after any such temporary taking ceases, at its expense,
                repair
                any damage caused thereby in conformity with the requirements of
                paragraph
                11(a), so that, thereafter, the Leased Premises shall be, as nearly
                as
                possible, in a condition and have a market value as good as the condition
                and market value thereof immediately prior to such taking. Lessee
                shall
                not be required to repair any damage to Lessee’s Improvements so long as
                such failure shall not materially lessen the use or value of the
                remaining
                Leased Premises; provided, however, that if, in Lessee’s good faith
                judgment, such damage is substantial, then Lessee shall demolish
                those
                affected portions of Lessee’s Improvements if Lessee shall not have
                repaired the same. After an occurrence of the character referred
                to in
                paragraph 12(a), any Net Award payable in connection with such occurrence
                shall be paid to the Permitted Mortgagee (as defined in
                paragraph 29(m)) unless such Permitted Mortgage has assets which
                total in aggregate less than $200,000,000, in which case any Net
                Award
                payable in connection with any condemnation or eminent domain proceeding
                shall be paid to the Proceeds Trustee (as defined in paragraph 12(e)),
                provided, that if in such event no Proceeds Trustee has been named
                pursuant to paragraph 12(e) at the time of payment of the Net Award,
                such
                Net Award shall be paid to the Lessor, in all events for application
                pursuant to this paragraph 12(c). Lessee shall be entitled to receive
                the
                Net Award but only against certificates by the President or any Vice
                President of Lessee delivered to Lessor and the Proceeds Trustee
                from time
                to time as such work of rebuilding, replacement and repair progresses,
                each such certificate describing the work for which Lessee is requesting
                payment and the cost incurred by Lessee in connection therewith and
                stating that Lessee has not theretofore received payment for such
                work,
                provided that Lessee shall be entitled to receive any Net Award in
                an
                aggregate amount of up to 

            


    

     

     

     

    
      
        
        

      

      
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                $100,000
                  in connection with any one occurrence without providing Lessor
                  with such
                  certificates. To the extent that any Net Award remaining after
                  such
                  repairs have been made is less than $250,000, such remaining Net
                  Award
                  shall be paid to Lessee. If such remaining Net Award equals or
                  exceeds
                  $250,000, all of the remaining Net Award shall be retained by the
                  Permitted Mortgagee, Proceeds Trustee, or by Lessor, as applicable,
                  and
                  shall be applied in reduction of the principal amount of the indebtedness
                  secured by any Permitted Mortgage then outstanding. To the extent
                  that any
                  Net Award is not paid to Lessee pursuant to the preceding sentence,
                  (i)
                  the amounts set forth in Schedule C shall be reduced in accordance
                  with
                  Schedule C, and (ii) each installment of Basic Rent payable on
                  or after
                  the first Payment Date occurring two months or more after the final
                  payment to Lessee for such restoration (including Extended Terms
                  thereafter) shall be reduced by an amount equal to the amount of
                  such
                  installment multiplied by a fraction, the numerator of which shall
                  be an
                  amount equal to the remaining Net Award not paid to Lessee, and
                  the
                  denominator of which shall be the applicable amount set forth in
                  Schedule
                  C prior to its reduction pursuant to clause (i) above, provided
                  that (i)
                  the Basic Rent shall not be reduced to an amount less than $4.00
                  per
                  square foot of remaining rentable space, and (ii) during the Primary
                  Term
                  and during the first two (2) Extended Terms (i.e., during the period
                  September 1, 2009 through August 31, 2019) the amount by which such
                  installments of Basic Rent shall be so reduced shall not exceed
                  the amount
                  by which the amount scheduled to be due on or about such date on
                  any
                  indebtedness of Lessor secured by the Permitted Mortgage is reduced
                  to
                  reflect the revised amortization thereof after giving effect to
                  the
                  corresponding prepayment of such indebtedness by Lessor (it being
                  understood that in case the Permitted Mortgage is retired or otherwise
                  refinanced prior to such prepayment, such limitation shall be calculated
                  as if such mortgage indebtedness had remained outstanding, was
                  so prepaid
                  and the amortization thereof revised as provided therein). In the
                  event of
                  any temporary requisition, this Lease shall remain in full effect
                  and
                  Lessee shall be entitled to receive the Net Award allocable to
                  such
                  temporary requisition; except that such portion of the Net Award
                  allocable
                  to the period after the expiration of the Term of this Lease shall
                  be paid
                  to Lessor. If the cost of any repairs required to be made by Lessee
                  pursuant to this paragraph 12(c) shall exceed the amount of such
                  Net
                  Award, the deficiency shall be paid by Lessee. No payments shall
                  be made
                  to Lessee pursuant to this paragraph 12(c) for so long as any default
                  shall have happened and shall be continuing under this
                  Lease.”

              


      

    

     

    11.    Section
      12
      (e) of the Lease is hereby deleted in its entirety and the following is
      substituted in lieu thereof:

     

    
      	 	
              “(e)

            	
              The
                trustee (the Proceeds Trustee) of the Net Award and Net Casualty
                Proceeds
                (as defined in Section 14(a)) shall be the holder of the first mortgage
                lien on the Leased Premises, who shall be an institutional lender,
                or if
                there shall not be such a lien, or if such lien shall be held by
                a person
                other than an institutional lender,


            


    

     

     

    
      
        
        

      

      
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              or if Section 12(c) or
                Section 14(b) otherwise requires that a Proceeds Trustee be
                appointed, then a bank or trust company, designated by Lessee and
                acceptable to Lessor and the Permitted Mortgagee, having an office
                in the
                State of Indiana. The Proceeds Trustee shall have a combined capital
                and
                surplus of at least $100,000,000 and shall be duly authorized to
                act as
                such trustee. All charges and fees of the Proceeds Trustee shall
                be paid
                by Lessee. The Proceeds Trustee shall invest such Net Award and Net
                Casualty Proceeds (as hereinafter defined) pursuant to such mutual
                agreement as may be made between Lessor and Lessee. Lessor and Lessee
                agree that Genworth Life Insurance Company of New York is an institutional
                lender for all purposes of this
                Lease.”

            


    

     

    12.  Section
      14(b) of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    
      	 	
              “(b)

            	
              After
                an occurrence of the character referred to in paragraph 14(a), except
                as
                hereinafter set forth, Lessee shall (whether or not it has received
                any
                Net Casualty Proceeds), at its expense, rebuild, replace or repair
                any
                damage to the Leased Premises caused by such event in conformity
                with the
                requirements of paragraph 11(a) so as to restore the Leased Premises
                (as
                nearly as practicable) to the condition and market value thereof
                immediately prior to such occurrence. Lessee shall not be required
                to
                rebuild or replace any damage to Lessee’s Improvements so long as such
                failure shall not materially lessen the value or use of the remaining
                Leased Premises; provided, however, that if, in Lessee’s good faith
                judgment, such damage is substantial, then Lessee shall demolish
                those
                affected portions of Lessee’s Improvements if Lessee shall not have
                repaired the same. After an occurrence of the character referred
                to in
                paragraph 14(a), all Net Casualty Proceeds payable in connection
                with such
                occurrence shall be paid to the Permitted Mortgage, and this Lease
                shall
                continue in full effect, provided, that if no Permitted Mortgage
                has been
                named pursuant to paragraph 12(e) at the time of payment of Net Casualty
                Proceeds or if such Permitted Mortgagee shall have assets which in
                aggregate equal less than $200,000,000, such Net Casualty Proceeds
                shall
                be paid to the Proceeds Trustee, and if there is no Proceeds Trustee
                then
                to Lessor, in all events for application pursuant to this paragraph
                14(b).
                Lessee shall be entitled to receive the Net Casualty Proceeds, but
                only
                against certificates of the President or any Vice President of Lessee
                delivered to Lessor and Permitted Mortgagee (or Proceeds Trustee
                as
                applicable) from time to time as such work of rebuilding, replacement
                and
                repair progresses, each such certificate describing the work for
                which
                Lessee is requesting payment and the cost incurred by Lessee in connection
                therewith and stating that Lessee has not theretofore received payment
                for
                such work, provided that Lessee shall be entitled to receive the
                Net
                Casualty Proceeds in an aggregate amount of up to $100,000 in
                

            


    

     

     

    
      
        
        

      

      
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              connection with any one occurrence
                without
                providing Lessor with such certificates. To the extent that any Net
                Casualty Proceeds remaining after such repairs have been made are
                less
                than $250,000 they shall be paid to Lessee. If such remaining Net
                Casualty
                Proceeds equal or exceed $250,000, such Net Casualty Proceeds shall
                be
                retained by the Permitted Mortgagee Proceeds Trustee or by Lessor,
                as
                applicable, and shall be applied in reduction of the principal amount
                of
                the indebtedness secured by any Permitted Mortgage then outstanding.
                To
                the extent that any Net Casualty Proceeds are not paid to Lessee
                pursuant
                to the preceding sentence, (i) the amounts set forth in Schedule
                C shall
                be reduced in accordance with Schedule C, and (ii) each installment
                of
                Basic Rent payable on or after the First Payment Date occurring two
                months
                or more after the final payment to Lessee for such restoration (including
                Extended Terms thereafter) shall be reduced by an amount equal to
                the
                amount of such installment multiplied by a fraction, the numerator
                of
                which shall be an amount equal to the remaining Net Casualty Proceeds
                not
                paid to Lessee, and the denominator of which shall be the applicable
                amount set forth in Schedule C prior to its reduction pursuant to
                clause
                (i) above, provided that (i) the Basic Rent shall not be reduced
                to an
                amount of less than $4.00 per square foot of remaining rentable space,
                and
                (ii) during the Primary Term and during the first two (2) Extended
                Terms
                (i.e., during the period September 1, 2009 through August 31, 2019)
                the
                amount by which each such installment of Basic Rent shall be so reduced
                shall not exceed the amount by which the amount scheduled to be due
                on or
                about such date on any indebtedness of Lessor secured by the Permitted
                Mortgage is reduced to reflect the revised amortization thereof after
                giving effect to the corresponding prepayment of such indebtedness
                by
                Lessor (it being understood that in case the Permitted Mortgage is
                retired
                or otherwise refinanced prior to such prepayment, such limitation
                shall be
                calculated as if such mortgage indebtedness had remained outstanding,
                was
                so prepaid and the amortization thereof revised as provided therein).
                If
                the cost of any repairs required to be made by Lessee pursuant to
                this
                paragraph 14(b) shall exceed the amount of such Net Casualty Proceeds,
                the
                deficiency shall be paid by
                Lessee.”

            


    

     

    13.  Section
      14(c) of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    
      	 	
              “(c)

            	
              If
                the Leased Premises shall be substantially damaged or destroyed in
                any
                single casualty so that, in Lessee’s good faith judgment, the Leased
                Premises shall be unsuitable for restoration for continued use and
                occupancy in Lessee’s business, then at Lessee’s option in lieu of
                rebuilding, replacing and repairing the Leased Premises, Lessee may
                give
                notice to Lessor, within 30 days after the occurrence of such damage
                or
                destruction, of Lessee’s intention to terminate this Lease on the next
                Basic Rent Payment Date which occurs not less than 210 days after
                the
                delivery of such notice (the Termination Date), provided that, if
                the
                Termination 

            


    

     

     

    
      
        
        

      

      
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              Date occurs during the Primary
                Term or the
                Initial Extension Term, such notice shall be accompanied by (i) an
                irrevocable offer of Lessee to purchase the Leased Premises and the
                Net
                Casualty Proceeds on the Termination Date at a price determined in
                accordance with Schedule C hereof (the Purchase Offer), and (ii)
                a
                certificate signed by the President or any Vice President of Lessee
                stating that its board of directors (or an executive committee thereof)
                has determined that such event has rendered the Leased Premises unsuitable
                for restoration, replacement and rebuilding for Lessee’s continued use and
                occupancy and that the Leased Premises will not be restored. If Lessor
                shall reject such offer by notice to Lessee not later than the 30th
                day
                prior to the Termination Date, the Net Casualty Proceeds and the
                right
                thereto shall be assigned to and shall belong to Lessor and this
                Lease
                shall terminate on the Termination Date, except with respect to
                obligations and liabilities of Lessee under this Lease, actual or
                contingent, which have arisen on or prior to the Termination Date,
                but
                only upon payment by Lessee of all Basic Rent, additional rent, and
                other
                sums due and payable by it under this Lease to and including the
                Termination Date; provided that the amount of such Net Casualty Proceeds,
                if any, related to any portion of the Improvements constructed by
                Lessee
                at its expense (and for which it has not obtained reimbursement pursuant
                to paragraph 15 of the Lease), shall be paid to Lessee as determined
                by
                the Appraisal Procedure. Unless Lessor shall have rejected such offer
                in
                accordance with this paragraph, Lessor shall be conclusively presumed
                to
                have accepted such offer, and on the Termination Date, Lessor shall
                convey
                the remaining portion of the Leased Premises, if any, and all its
                interest
                in the Net Casualty Proceeds in accordance with paragraph 16. If
                the
                Termination Date shall occur after the Initial Extension Term, Lessee
                shall not be required to offer to purchase the Leased Premises; in
                such
                case, the Net Casualty Proceeds shall belong to Lessor and this Lease
                shall terminate; provided that the amount of such Net Casualty Proceeds,
                if any, related to any portion of the Improvements constructed by
                Lessee
                at its expense (and for which it has not obtained reimbursement pursuant
                to paragraph 15 of the Lease), shall be paid to Lessee as determined
                by
                the Appraisal Procedure. If the conditions set forth in the first
                sentence
                of this paragraph 14(c) are fulfilled and Lessee fails to commence
                to
                rebuild, replace or repair the Leased Premises within 30 days after
                the
                final adjustment of all insurance claims made in connection therewith
                (but
                in no event later than one hundred eighty days after the occurrence
                of
                such damage or destruction), Lessee conclusively shall be deemed
                to have
                made such Purchase Offer and in the absence of a written Purchase
                Offer by
                Lessee the Termination Date shall be deemed to be the next Basic
                Rent
                Payment Date which occurs not less than 210 days after such Purchase
                Offer
                is presumed to have been made; but nothing in this sentence shall
                relieve
                Lessee of its obligation actually to deliver such Purchase
                Offer.

            


    

     

     

    
      
        
        

      

      
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    14.  The
      text
      of Section 15 of the Lease is hereby deleted in its entirety and replaced with
      the following: “[Intentionally Deleted].” 

     

    15.  Section
      16(a) of the Lease is hereby amended by adding the following after the phrase
      “on the date of the commencement of the Term hereof”, in both places where it
      appears, the following: “, or, for any buildings, structures and other
      improvements located on any Added Property, on the date such Added Property
      is
      added to the Land Parcel by an amendment of this Lease”.

     

    16.  Section 17
      of the Lease is hereby modified to add the following sentence after the existing
      last sentence of said section: “Notwithstanding anything in the Lease or this
      Amendment to the contrary, no assignment in accordance with Section 17 of
      the Lease shall be valid or binding on the Lessor unless the Guarantor has
      consented to such assignment, and has reaffirmed the Guaranty in relation to
      such assignment, by a instrument reasonably acceptable to Lessor.”
Contemporaneously herewith, Guarantor has reaffirmed the Guaranty, and a
      reaffirmation consistent therewith shall satisfy the foregoing
      requirement.

     

    17.  [Intentionally
      Deleted].

     

    18.  [Intentionally
      Deleted].

     

    19.  Section
      21 of the Lease is hereby deleted in its entirety and the following is
      substituted in lieu thereof:”

     

    
      	 	
              “21.

            	
              Notices,
                Demands and Other Instruments.
                All notices, demands, requests, consents, approvals and other instruments
                (each a ‘Notice’ and, collectively, “Notices”) required or permitted to be
                given pursuant to the terms of this Lease shall be in writing and
                shall be
                deemed to have been properly given if (a) with respect to Lessee,
                addressed to The Lincoln National Life Insurance Company, 1300 South
                Clinton Street, Fort Wayne, Indiana 46802, Attn.: Director of Facilities,
                and delivered by any of the following methods: (i) registered or
                certified
                mail, return receipt requested, postage prepaid, (ii) hand delivery,
                or
                (iii) nationally recognized overnight delivery service, and (b) with
                respect to Lessor, addressed to Trona Cogeneration Corporation, c/o
                DaimlerChrysler Services North America LLC, CIMS 405-23-05, 27777
                Inkster
                Road, Farmington Hills, Michigan 48334-5326, Attention: Raymond M.
                McGowan, with a copy to Trona Cogeneration Corporation, c/o
                DaimlerChrysler Services North America LLC, CIMS 405-27-10, 27777
                Inkster
                Road, Farmington Hills, Michigan 48334-5326, Attention: Office of
                the
                General Counsel, and delivered by any of the following methods: (i)
                registered or certified mail, return receipt requested, postage prepaid,
                (ii) hand delivery, or (iii) nationally recognized overnight delivery
                service. Lessor and Lessee shall each have the right from time to
                time to
                specify as its address for purposes of this Lease any other address
                or
                addresses in the United States of America upon giving of 15 days’ prior
                Notice thereof, 

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              similarly given to the other
                party.
                Notices sent hereunder shall be deemed delivered when received, or
                when
                receipt is refused.”

            


    

     

    20.  Section
      22(a) of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    “Estoppel
      Certificates; Consents and Financial Statements.
      (a)
      Lessee and Lessor will, at any time and from time to time, upon not less than
      twenty days’ prior request by the other party, deliver a Certificate, certifying
      that this Lease is unmodified (except by First Amendment of Lease, dated as
      of
      June __, 2006, between Lessor and Lessee) and in full effect (or setting
      forth any modifications and that this Lease is in full effect as modified)
      and
      the dates to which the Basic Rent, additional rent and other sums payable
      hereunder have been paid, and either stating that to the knowledge of the signer
      of such certificate no default exists hereunder or specifying each such default
      of which the signer may have knowledge, and containing such other statements
      as
      the requesting party shall reasonably request; it being intended, inter alia,
      that
      any such certificate may be relied upon by any mortgagee or prospective
      purchaser or prospective mortgagee of the Leased Premises.

     

    21.  Section
      22(b) of the Lease is hereby amended by deleting the parenthetical “(but only
      with respect to the initial financing involving the Permitted Mortgagee)” and
      substituting in lieu thereof the following: “(but only with respect to (x) the
      initial financing involving the Permitted Mortgagee, and (y) the refinancing
      with Genworth Life Insurance Company of New York which was closed on
      June __,
      2006.”

     

    22.  Section 29(a)
      of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    “(a)
      The
      term ‘Appraisal
      Procedure’
      means,
      if Lessor and Lessee cannot agree on the value in question, that either party
      can notify the other party of its desire to conduct an appraisal, in which
      event
      each party, within 10 business days after such notice, shall select an
      independent MAI appraiser and notify the other party of the identity of such
      appraiser. Such value shall be determined by agreement of the full appraisals
      of
      such two appraisers pursuant to the terms of this Lease. If the appraisals
      do
      not agree, and if the difference between the two appraisals is less than or
      equal to 10% of the lowest appraised value, the average of the two appraisals
      will be used as the value. In the event that the difference between the
      appraisals is greater than 10% of the lowest appraised value, such value shall
      be determined by the full appraisal of a third independent MAI appraiser, who
      shall be selected by the original two appraisers. Lessor and Lessee shall agree
      on reasonable and customary instructions to be given each appraiser; provided,
      however, that in the absence of agreement on instructions, the terms and
      conditions of this Lease shall control.”

     

    23.  Section
      29(c) of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “(c)

            	
              The
                term ‘Guaranty’
                means:

            


    

     

    The
      Guaranty, dated the date hereof, from Guarantor to Lessor, guaranteeing
      performance of Lessee’s obligations under this Lease as the same may be amended,
      modified or reaffirmed from time to time.

     

    24.  Section 29(e)
      of the Lease is hereby deleted in its entirety.

     

    25.  Section 29(j)
      of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    
      	 	
              “(j)

            	
              The
                term ‘Permitted
                Mortgage’
                means:

            


    

     

    any
      mortgage, deed of trust, security agreement, assignment of lease or other
      security instrument relating to the Leased Premises and this Lease, subject
      to
      the rights of Lessee under this Lease, and securing a borrowing by Lessor from
      a
      lender, made at any time after the time of execution of this Lease, including
      any refinancing thereof (the Permitted Mortgage). As of June __, 2006, the
      Permitted Mortgage is the Mortgage, Assignment of Rents and Leases and Security
      Agreement (Also Constituting a Fixture Filing), dated as of June _, 2006,
      between Lessor and Genworth Life Insurance Company of New York.

     

    26.  Section 29(k)
      of the lease is hereby modified to delete the phrase “and the Junior Permitted
      Mortgagee.”

     

    27.  Section 29(m)
      of the Lease is hereby deleted in its entirety and replaced with the
      following:

     

    
      	 	
              “(m)

            	
              The
                term ‘Permitted
                Mortgagee’
                means the holder, mortgagee or beneficiary from time to time of a
                Permitted Mortgage. As of June ___, 2006, Genworth Life Insurance
                Company of New York is the Permitted
                Mortgagee.”

            


    

     

    28.  Section
      29 of the Lease is hereby amended by adding the following at the end
      thereof:

     

    
      	 	
              (o)

            	
              “The
                term ‘Initial
                Extended Term’
                means, collectively, the first two (2) Extended Terms, covering the
                period
                September 1, 2009 through August 31,
                2019.”

            


    

     

    
      	 	
              (p)

            	
              “The
                term ‘CPI’
                shall mean the ‘U.S. City Average, All Items’ Consumer Price Index for All
                Urban Consumers published by the Bureau of Labor Statistics of the
                United
                States Department of Labor (Base: 1982-1984=100), or any successor
                index
                thereto. If the Consumer Price Index is hereafter converted to a
                different
                standard reference base or otherwise revised, any determination hereunder
                that uses the Consumer Price Index shall be made with the use of
                such
                conversion factor, formula or table for converting the Consumer Price
                Index as may be published by the Bureau of Labor Statistics, or,
                if the
                Bureau shall no longer publish the same, then with the use of such
                conversion factor, formula or table as may be published by Prentice
                Hall,
                Inc., or, failing such publication, by any other nationally recognized
                publisher of similar statistical information. If for any reason the
                Bureau
                of Labor Statistics does not furnish such an index and such information,
                the parties will instead mutually select, accept and use such other
                index
                or comparable statistics on the cost of living in Fort Wayne,
                Indiana, D.C. that is computed and published by an agency of the
                United
                States or a responsible financial periodical of recognized
                authority.”

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    29.  The
      first
      sentence of Section 30(a) of the Lease is amended by deleting “(x) on the last
      day of the Primary Term or (y) on the last day of the first, second, third,
      fourth, fifth and sixth Extended Terms”, and by substituting in lieu thereof the
      following:

     

    “on
      the
      last day of the second, third, fourth, fifth and sixth Extended Terms (it being
      understood that the last day of the second Extended Term would be August 31,
      2019)”

     

    30.  The
      third
      to last sentence of Section 30(b) of the Lease is hereby deleted, and the
      following is substituted in lieu thereof:

     

    “On
      the
      date of such purchase, Lessor shall convey and assign the Leased Premises to
      Lessee, provided that such conveyance and assignment shall be made subject
      to
      the Permitted Exceptions listed in Schedule D hereto, to any other matters
      created by or consented to by Lessee, or any person or entity in possession
      of
      any part of the Leased Premises by, through or under Lessee, and to such liens,
      encumbrances, charges, exceptions and restrictions affecting the Leased Premises
      as such third party is willing to accept in such offer, and provided further
      that this Lease and, at Lessor’s option, any Permitted Mortgage, shall continue
      in full force and effect.”

     

    31.  The
      Lease
      is hereby amended by adding, as Schedule D to the Lease, Schedule D attached
      hereto (which specified “Permitted Encumbrances”).

     

    32.  Representative,
      Warranties, and Covenants.

     

    (a)  As
      of the
      date of this Amendment, Lessee represents and warrants that there are no Lessee
      Improvements and there are no Reimbursable Expenses (as such terms are
      respectively defined in the Lease) for which the Lessor has received notice,
      nor
      are their any Reimbursable Expenses which are due and owing, or which in the
      future may under any circumstance become due and owing, by Lessor.

     

    (b)  Lessor
      and Lessee hereby acknowledge and confirm that Genworth Life Insurance Company
      of New York is an institutional lender within the meaning of such term under
      the
      Lease and is entitled to all of the rules and privileges of an institutional
      lender under the Lease.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c)  Lessor
      and Lessee hereby acknowledge and confirm that Genworth is a Permitted Mortgagee
      under the Lease entitled to all of the rights and privileges of a Permitted
      Mortgagee under the Lease including, but not limited to, all of the rights
      and
      privileges contained in Section 22(b) of the Lease.

     

    33.  This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      instrument, shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns, and may not be amended
      except by a writing signed by both parties.

     

    34.  This
      Amendment shall be governed by and interpreted under the laws of the State
      of
      Indiana.

     

    [Signature
      Pages to Follow]

     


    
      
         

        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
      the
      date and year first above written.

     

    
      	 	
               

              TRONA
                COGENERATION CORPORATION

               

               

              By:
                _______________________________

               

              Name:

              Title:

            
	 	
               

              THE
                LINCOLN NATIONAL LIFE INSURANCE COMPANY

               

              By:
                _______________________________

               

              Name:

              Title:

            


    

    


     

    


    



    
      
        
          


        

        
        

      

      
        14

        
          

        

      

      
        
        

        
        

      

    



    Exhibit
      A

     

    Original
      Land

     

    PARCEL
      1:

     

    Lots
      Numbered 52, 53 and 54 in Brackenridge’s Addition to the City of Fort Wayne,
      Indiana, as per plat thereof recorded in Deed Record 38 page 170, in the Office
      of the Recorder of Allen County, Indiana.

     

    Together
      with the vacated alley lying west of and adjacent to said lots.

     

    Also
      together with an overhead walkway as set out and described proceedings under
      Declaratory Resolution 1402-75 adopted August 14, 1975 as set out in transcript
      recorded October 17, 1984 as Instrument Number 84-25309.

     

    PARCEL
      2:

     

    Lots
      Numbered 84, 85, 86, 87, 88 and 89 in Brackenridge’s Addition to the City of
      Fort Wayne, Indiana as per plat thereof recorded in Deed Record 38 page 170
      in
      the Office of the Recorder of Allen County, Indiana.

     

    Together
      with the vacated alley lying west of and adjacent to said lots and also together
      with the vacated alley lying north and adjacent to Lot 89.

     

    PARCEL
      3:

     

    A
      parcel
      of land situated in the City of Fort Wayne, Allen County, Indiana bound by
      a
      line commencing at the point where the North boundary line of Brackenridge
      Street in said City intersects the East boundary line of Harrison Street in
      said
      City and running thence East on the North boundary line of said Brackenridge
      Street, a distance of 231.5 feet, more or less, to the West boundary line of
      the
      alley running North from said Brackenridge Street to Douglas Avenue, between
      Harrison and Calhoun Streets; thence North, along the West boundary line of
      said
      alley, a distance of 131 feet, more or less to the South boundary line of an
      alley running West to Harrison Street between Brackenridge Street and Douglas
      Avenue; thence West on the South boundary line of the alley last above described
      a distance of 231.5 feet, more or less to the East boundary line of said
      Harrison Street; thence South, on the East boundary line of said Harrison street
      a distance of 131 feet, more or less to the point of beginning.

     

    PARCEL
      4:

     

    That
      part
      of the Northwest Quarter of the Northeast Quarter of Section 11, Township 30
      North, Range 12 East, in the City of Fort Wayne, Allen County, Indiana,
      beginning at a point where the East line of Harrison Street intersects with
      and
      crosses the South line of Douglas Avenue; thence running South along the East
      line of Harrison Street, a distance of 134 feet to an alley; thence East, along
      the alley a distance of 231.5 feet to an alley; thence North and parallel with
      said Harrison Street to the South line of Douglas Avenue; thence West along
      the
      South line of Douglas Avenue to the point of beginning.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PARCEL
      5:

     

    That
      part
      of a vacated alley lying between Parcel 3 and Parcel 4.

     

    PARCEL
      6:

     

    The
      East
      46 feet of Lots 91, 92 and 93 in Hamilton’s Third Addition to the City of Fort
      Wayne, Indiana, as per plat thereof recorded in the Office of the Recorder
      of
      Allen County, Indiana.

     

    PARCEL
      7:

     

    Part
      of
      the West 84 feet of Lots 91, 92 and 93 in Hamilton’s Third Addition to the City
      of Fort Wayne as per plat thereof recorded in the Office of the Recorder of
      Allen County, Indiana, being more particularly described as
      follows:

     

    Beginning
      at the Northwest corner of said Lot 93; thence East on and along the North
      line
      of said Lot 93 a distance of 84
      feet;
      thence South, a distance of 60
      feet
      to
      the South line of said Lot 91; thence Northwesterly on the arc of a regular
      curve to the right having a radius of 172 feet, a distance of 105.34 feet to
      the
      point of beginning.

     

    PARCEL
      8:

     

    Lots
      94,
      95, 96, 97, 98, 99, 100, and 101 and all that part of Lot 103 South of the
      centerline of the brick wall along the South line of said Lot; Lots 104, 105,
      106, 107 and the North 19.5 feet of Lot 103 all in Hamilton’s Third Addition to
      the City of Fort Wayne, Indiana, as per plat thereof recorded in the Office
      of
      the Recorder of Allen County, Indiana.

     

    Together
      with an overhead walkway described under Declaratory Resolution 1402-75 adopted
      August 14, 1975 as set out in transcript recorded October 17, 1984 as Instrument
      Number 84-25309.

     

    PARCEL
      9:

     

    Part
      of
      the Northeast Quarter of the Northeast Quarter of Section 11, Township 30 North,
      Range 12 East, Allen County, Indiana, more particularly described as follows,
      to-wit:

     

    Commencing
      at the intersection of the South line of Montgomery Street, now Douglas Avenue,
      in the City of Fort Wayne, with the East line of an alley next East of and
      parallel with Calhoun Street in said City; thence South on the East line of
      said
      Alley, 160.71 feet, more or less to the center of a vacated alley lying South
      of
      Montgomery Street, now Douglas Avenue, and extending from Clinton Street West
      to
      the first alley East of Calhoun Street, said alley having been vacated by the
      Board of Public Works of the City of Fort Wayne, by Declaratory Resolution
      No.
      401, adopted April 22, 1920, and confirmed May 13, 1920, running thence East
      along the centerline of said vacated alley 70 feet to a point; thence North
      and
      parallel to the East line of the first alley East of Calhoun Street 160.71
      feet,
      more or less, to the South line of Montgomery Street, now Douglas Avenue in
      said
      City of Fort Wayne; thence West 70 feet to the place of beginning.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PARCEL
      11:

     

    The
      tract
      of land in the Northeast Quarter of the Northeast Quarter of Section 11,
      Township 30 North, Range 12 East, in the City of Fort Wayne, Allen County,
      described as follows, to-wit:

     

    Commencing
      at the intersection of the South property line of Montgomery Street (now Douglas
      Street) and the West property line of Clinton Street, as said lines existed
      in
1925;
      thence
      West on said South property line of Montgomery Street (now Douglas Street)
      159
      feet,
      more or less, to the East line of the tract conveyed to Chester J. Nathan and
      S.
      Louis Wolf by deed recorded in Deed Record 290
      page
      210
      of
      the
      Deed Records of Allen County, State of Indiana; thence South along said East
      property line 160.71 feet to the centerline of the vacated 14
      foot
      alley between Montgomery (now Douglas) and Holman (now Brackenridge) Streets;
      thence East along said centerline of said vacated alley, 159
      feet
      more
      or less to the west property line of Clinton Street as it existed in
1925;
      thence
      North along the said west property line of Clinton Street to the place of
      beginning.

     

    PARCEL
      12:

     

    The
      vacated alley lying East of and adjacent to Lots Numbered 91
      to
      101,
      Inclusive and Lots Numbered 103
      to
      107
      inclusive, in Hamilton’s Third Addition to the City of Fort Wayne, Allen County,
      Indiana vacated under Declaratory Resolution 1401-1975.

     

    PARCEL
      13:

     

    Lots
      Numbered 62,
      63
and
      64
      in
      Brackenridge’s Addition to the City of Fort Wayne, Allen County, Indiana as per
      plat thereof recorded in Plat Book 0, page 82,
      in
      the
      Office of the Recorder of Allen County, Indiana.

     

    Together
      with that part of an alley lying south and adjacent to said Lots 62,
      63,
and
      64
      heretofore
      vacated by proceedings under General Ordinance G-25-85.

     

    Also
      together with an overhead walkway as described in Declaratory Resolution Number
      1423-76
      adopted
      June 7,
      1976
and
      confirmed July 29,
      1976
by
      the
      Board of Public Works, recorded October 28,
      1984
as
      Instrument Number 84-25847.

     

    PARCEL
      14:

     

    Lot
      7 and
      the East one-half of Lot 8 in Baker’s Addition to the City of Fort Wayne,
      Indiana, as per plat thereof recorded in Deed Record 31 page 20 in the Office
      of
      the Recorder of Allen County, Indiana.

     

    Together
      with the west half of a vacated alley lying east of and adjacent to said Lot
      7.

     

    Also
      together with the south half of a vacated alley lying north of and adjacent
      to
      said Lots 7 and 8.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PARCEL
      15:

     

    Lots
      Numbered 4, 5 and 6 in Baker’s Addition to the City of Fort Wayne, Indiana as
      per plat thereof recorded in Deed Record 31, page 20 in the Office of the
      Recorder of Allen County, Indiana.

     

    Together
      with the east half of vacated alley lying west of and adjacent to said Lots
      4, 5
      and 6.

     

    PARCEL
      16:

     

    Lots
      Numbered 55, 56, 57, 58, 59, 60 and 61 in Brackenridge’s Addition to the City of
      Fort Wayne, Indiana as per plat thereof recorded in Plat Book 0 page 82, in
      the
      Office of the Recorder of Allen County, Indiana.

     

    Together
      with the east half of a vacated alley lying west of and adjacent to said Lots
      55, 56, 57, 58, 59, 60 and 61.

     

    Also
      together with an overhead walkway as described in Declaratory Resolution Number
      1423-76 adopted June 7, 1976 and confirmed July 29, 1976 by the Board of Public
      Works, recorded October 28, 1984 as Document Number 84-25847.

     

    PARCEL
      17:

     

    The
      East
      half of Lot Numbered 57 and all of Lots Numbered 58, 59, 60 and 61 in Hamilton’s
      Second Addition to the City of Fort Wayne as per plat thereof recorded in Deed
      Record 31
      page
      176.

     

    Together
      with the vacated alley between Lots 57
      and
      58.

     

    Also
      together with that part vacated Railroad Street lying south andadjacent to
      said
      Lots heretofore vacated by proceedings under Declaratory Resolution Number
      1251-1969.

     

    PARCEL
      18:

     

    Part
      of
      the Northeast Quarter of the Northeast Quarter of Section 11, Township 30 North,
      Range 12 East, Fort Wayne, Allen County, Indiana, described as
      follows:

     

    Beginning
      at a point on the North line of vacated Railroad Street, 131.44
      feet
      East
      of the East line of Calhoun Street; thence East along the North line of vacated
      Railroad Street, a distance of 237.56
      feet
      to
      the West line of Clinton Street; thence South along the West line of Clinton
      Street, 144.65
      feet;
      thence Westerly, at right angles to the last described course, 20.0 feet; thence
      Southerly, at right angles to the last described course, 10.5
      feet
      (recorded as 12
      feet)
      to
      the Northerly face of a concrete retaining wall; thence Westward along the
      North
      face of said retaining wall, following a curved course to the right to a point
      133.03
      feet
      East
      of the East line of Calhoun Street, measured along the North face of said
      retaining wall; thence North 128.4 feet to the point of beginning.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PARCEL
      19:

     

    The
      West
      Half of Lot Numbered 8 in Baker’s Addition to the City of Fort Wayne, Indiana,
      as per plat thereof recorded in Deed Record 31 page 20,
      in
      the
      Office of the Recorder of Allen County, Indiana.

     

    Together
      with the south half of vacated alley lying north of and adjacent to said Lot
      8.

     

    PARCEL
      20:

     

    Lots
      Numbered 65 and 66 in Brackenridge’s Addition to the City of Fort Wayne,
      Indiana, as per plat thereof recorded in Deed Record 28, page 93 in the Office
      of the Recorder of Allen County, Indiana.

     

    Together
      with the north half of vacated alley lying south of and adjacent to said lots
      65
      and 66.

     

    PARCEL
      21:

     

    That
      part
      of Lot 11 in Baker’s Addition to the City of Fort Wayne, Allen County, Indiana,
      as per plat thereof recorded in the Office of the Recorder of Allen County,
      Indiana, being described as follows:

     

    Beginning
      at the Northwest corner of said Lot 11; thence East along the North end of
      said
      Lot to the East side thereof; thence South along the East side of said Lot
      to
      the South end thereof; thence in a straight line in the Northwesterly direction
      to the point of beginning.

     

    Together
      with the south half of a vacated alley lying north of and adjacent to said
      Lot
      11.

     

    PARCEL
      22:

     

    Lots
      9
      and 10 in Baker’s Addition to the City of Fort Wayne, Allen County Indiana, as
      per plat thereof recorded in the Office of the Recorder of Allen County,
      Indiana.

     

    Together
      with the south half of a vacated alley lying north of and adjacent to said
      Lots
      9 and 10.

     

    PARCEL
      23:

     

    Lots
      62
      and 63 in the continuation of Hamilton’s Second Addition to the City of Fort
      Wayne, as per plat thereof recorded in Deed Record 31 page 176, in the Office
      of
      the Recorder of Allen County, Indiana.

     

    PARCEL
      24:

     

    The
      portion of that certain 10 foot north-south alley which is bounded on the west
      by Lot 62 of Brackenridge Addition to the City of Fort Wayne, by Lot 7 of
      Baker’s Addition to the City of Fort Wayne, and which said alley is bounded on
      the east by Lots 55 through 61 inclusive, of 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Brackenridge
      Addition to the City of Fort Wayne, by Lots 4 through 6, inclusive, in Baker’s
      Addition to the City of Fort Wayne (herein after referred to as north-south
      alley); and

     

    The
      portion of that certain 10 foot east-west alley which is bounded on the north
      by
      Lots 62 through 66, inclusive, of Brackenridge Addition to the City of Fort
      Wayne, and which is bounded on the south by Lots 7 through 11 inclusive of
      Baker’s Addition to the City of Fort Wayne (hereinafter referred to as east-west
      alley).

     

     

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      B

     

    Additional
      Land (Parking Facility) Description

     

    Lot
      Numbered 4 and the south half of a vacated alley adjacent to said Lot in
      Hamilton’s Homestead Addition to the City of Fort Wayne, Allen County, Indiana,
      being described as follows:

     

    A
      parcel
      of real estate located in the East Half of the Northeast Quarter of
      Section 11, Township 30 North, Range 12 East in the City of Fort
      Wayne, Allen County, Indiana, and described as follows:

     

    That
      tract of real estate in the City of Fort Wayne, bounded on the East by the
      West
      property line of Clinton Street, on the South by the North property line of
      Holman Street, (Brackenridge Street 1976); on the West by the East property
      line
      of the alley between Calhoun Street and Clinton Street in Hamilton’s Third
      Addition to the City of Fort Wayne, on the North by the centerline of the
      vacated alley between Holman (Brackenridge Street 1976) and Montgomery Street
      (Douglas Street 1976) and extending from Clinton Street to the said alley
      between Clinton Street and Calhoun Street in said Hamilton’s Third
      Addition.

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


     

    Schedule
      A

     

    Fort
      Wayne, Indiana

     

    Lincoln
      National Life Insurance Company

     

    (“Harrison
      Site”)

     

     

    



    
      
        
           

        

        A-1

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    Schedule B

     

    Basic
      Rent Payments

     

    [NOTE:
      Paragraphs 1 through 5 remain unchanged.]

     

    6.  Each
      installment of Basic Rent payable for the Leased Premises during that portion
      of
      the Primary Term commencing on September 1, 2004 and ending on and including
      August 31, 2009 shall be $7,912,625 and should be payable semi-annually in
      arrears commencing on February 28, 2005 and thereafter on the last day of each
      August and February thereafter to and including August 31, 2009.

     

    7.  Each
      installment of Basic Rent for the Leased Premises during the Initial Extended
      Term (i.e., during the period September 1, 2009 through August 31, 2019) shall
      be $2,100,000, and shall be payable semi-annually in arrears commencing on
      February 28, 2010 and thereafter on the last day of each August and February
      thereafter to and including August 31, 2019.

     

    8.  Each
      installment of Basic Rent for the Leased Premises during any Extended Term
      commencing on or after September 1, 2019 shall be equal to the Semiannual Basic
      Rent (as hereinafter defined), and shall be payable semi-annually in arrears
      commencing on the first February 28 following the commencement of such Extended
      Term and thereafter on the last day of each August and February thereafter
      occurring during such Extended Term.

     

    9.  For
      purposes of this Schedule, the term “Semiannual
      Basic Rent”
shall
      mean $2,100,000, increased proportionally by an amount equal to the same
      relative percentage increase as that of the Consumer Price Index over a base
      of
      September 1, 2009, and will be compared to the Consumer Price Index as of August
      31 of the year in which the new Extended Term in question commences. For example
      if the CPI on September 1, 2009 was 150 and on 



    
      
        
           

        

        B-1

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

     

    August 31, 2019 the CPI had increased to 207, the
      proportionate increase in the Basic Rent would be 38% (209/150 = 1.38). The
      Semiannual Basic Rent payable during the Extension Term ending on
      August 31, 2024 would be for this example $2,898,000 (1.38 x $2,100,000).
      Notwithstanding the above, in no event will the Semiannual Basic Rent be less
      than $2,100,000, nor more than $3,595,500, at any time during the portion of
      the
      term of this Lease commencing September 1, 2019.

     

    10.  If
      any
      installment of Basic Rent shall be payable on a date which shall not be a
      business day, then such installment shall be payable on the first business
      day
      thereafter.

    


     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    



    Schedule C

     

    


     

    To
      Lease

     

    COMPUTATION
      OF PURCHASE PRICES

     

    


     

    Upon
      the
      purchase of the Leased Premises during the Primary Term (subsequent to
      June __, 2006) or the Initial Extended Term pursuant to paragraphs 12(b) or
      14(c), the purchase price payable shall be an amount equal to the amount set
      forth in column 2 below opposite the period in which such purchase occurs (the
      first such amount being called “Lessor’s
      Cost”)
      (period 1 being the period beginning on March 1, 2006 and ending on and
      including August 31, 2006, period 2 being the period beginning on September
      1,
      2006 and ending on and including February 28, 2007, and each succeeding period
      being the following semiannual period to and including period 27).

     

    
      	
                           
                COLUMN 1

            	
              COLUMN
                2

            
	
                                     
                PURCHASE PERIOD

            	
              APPLICABLE
                AMOUNT

            
	
              1  

            	
              44,032,767.00

            
	
              2  

            	
              44,032,935.00

            
	
              3  

            	
              40,443,935.00

            
	
              4  

            	
              36,633,700.00

            
	
              5  

            	
              32,586,089.00

            
	
              6  

            	
              23,798,894.00

            
	
              7  

            	
              18,841,141.00

            
	
              8  

            	
              15,214,841.92

            
	
              9  

            	
              14,738,271.19

            
	
              10  

            	
              14,247,736.95

            
	
              11  

            	
              13,742,830.05

            
	
              12  

            	
              13,223,129.37

            
	
              13  

            	
              12,688,201.47

            
	
              14  

            	
              12,137,600.18

            
	
              15  

            	
              11,570,866.27

            
	
              16  

            	
              10,987,527.06

            
	
              17  

            	
              10,387,096.01

            
	
              18  

            	
              9,769,072.33

            


    

     

     

    
      
        C-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
                  
                COLUMN 1

            	
              COLUMN
                2

            
	
                                     
                PURCHASE PERIOD

            	
              APPLICABLE
                AMOUNT

            


    

    
      	
              19  

            	
              9,132,940.55

            
	
              20  

            	
              8,478,170.12

            
	
              21  

            	
              7,804,214.91

            
	
              22  

            	
              7,110,512.81

            
	
              23  

            	
              6,396,485.25

            
	
              24  

            	
              5,661,536.67

            
	
              25  

            	
              4,905,054.10

            
	
              26  

            	
              4,126,406.59

            
	
              27  

            	
              3,324,944.71

            


    

    


     

     

    Upon
      a
      partial prepayment of the indebtedness secured by the Senior Permitted Mortgage
      referred to in paragraph 12(c) or 14(b) of this Lease, the amounts set
      forth above shall be reduced by an amount equal to the amount of the reduction
      of the principal amount of such indebtedness scheduled to be outstanding during
      each purchase period, after giving effect to the revised amortization thereof
      resulting from such partial prepayment in accordance with the terms thereof.
      (In
      case such indebtedness is prepaid or otherwise refinanced, the amounts so
      determined shall be reduced as if such indebtedness had remained
      outstanding.)

     

    



    
      
        
          


        

        C-2

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Schedule
      D

    


    Permitted
      Encumbrances

     

     

    D-1