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Prepared by and return to: First Westroads Bank, 10855 West Dodge Road, Omaha, NE 68154
<br />MEMORANDUM OF INTERCREDITOR AGREEMENT
<br />yo
<br />BE IT KNOWN THAT effective on the '2 ( day of January, 2004, FIRST
<br />AMERICAN BANK, an Iowa banking corporation ( "FAB ") entered into an Intercreditor
<br />Agreement dated January :ZL, 2004 (the "Agreement ") with FIRST WESTROADS BANK,
<br />a Nebraska banking corporation ( "First Westroads "), EARL MAY SEED & NURSERY L.C.
<br />(d /b /a Earl May Garden Centers), an Iowa limited liability company ( "Earl May "),
<br />and BJS ENTERPRISES, L.C., an Iowa limited liability company ( "BJS "), which was
<br />executed in order to define the parties' respective rights, remedies and interests appearing
<br />against the real estate located in Hall County, State of Nebraska, more fully described on
<br />Exhibit "A" attached hereto (the "Real Estate "), together with all improvements located
<br />thereon and rights appertaining thereto. Said rights, remedies and interests appearing against
<br />the Real Estate are set forth in the following documents:
<br />1. FAB Loan Agreement, as defined in the Agreement, by and between
<br />FAB and Earl May; and
<br />2. Corporate Guaranty from BJS to FAB pursuant to the FAB Loan
<br />Agreement; and
<br />3. Various First Westroads secured financial accommodations to BJS
<br />through notes and agreements which are listed on Exhibit A of the
<br />Agreement (the "BJS Secured Obligations "); and
<br />4. Certain lease agreements between BJS, as landlord, and Earl May, as
<br />tenant, attached to the Agreement as Exhibit B.
<br />The Intercreditor Agreement provides among other things, that the interests of FAB
<br />pursuant to the FAB Loan Agreement are subordinate to the right, title and interest held by
<br />First Westroads with respect to BJS Secured Obligations and the Real Estate.
<br />This is only a Memorandum of Intercreditor Agreement, and the complete agreement
<br />between the parties is contained in the Agreement, and any further amendment thereto. All
<br />parties affected by such Agreement are hereby put on notice of its contents and effects thereof,
<br />and should review said document for its contents. You should contact First American Bank to
<br />request a copy of said Agreement at 12333 University Avenue, Clive, Iowa 50325, and First
<br />Westroads Bank at 10855 West Dodge Road, Omaha, Nebraska 68154.
<br />IN WITNESS WHEREOF, the parties have executed this Memorandum of
<br />Intercreditor Agreement to be effective January 2/ , 2004.
<br />FIRST AMEWCAN BANK, FIRST WESTROADS BANK,
<br />an Iowa b ing co por a Nebraska banking corporation
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<br />Prepared by and return to: First Westroads Bank, 10855 West Dodge Road, Omaha, NE 68154
<br />MEMORANDUM OF INTERCREDITOR AGREEMENT
<br />yo
<br />BE IT KNOWN THAT effective on the '2 ( day of January, 2004, FIRST
<br />AMERICAN BANK, an Iowa banking corporation ( "FAB ") entered into an Intercreditor
<br />Agreement dated January :ZL, 2004 (the "Agreement ") with FIRST WESTROADS BANK,
<br />a Nebraska banking corporation ( "First Westroads "), EARL MAY SEED & NURSERY L.C.
<br />(d /b /a Earl May Garden Centers), an Iowa limited liability company ( "Earl May "),
<br />and BJS ENTERPRISES, L.C., an Iowa limited liability company ( "BJS "), which was
<br />executed in order to define the parties' respective rights, remedies and interests appearing
<br />against the real estate located in Hall County, State of Nebraska, more fully described on
<br />Exhibit "A" attached hereto (the "Real Estate "), together with all improvements located
<br />thereon and rights appertaining thereto. Said rights, remedies and interests appearing against
<br />the Real Estate are set forth in the following documents:
<br />1. FAB Loan Agreement, as defined in the Agreement, by and between
<br />FAB and Earl May; and
<br />2. Corporate Guaranty from BJS to FAB pursuant to the FAB Loan
<br />Agreement; and
<br />3. Various First Westroads secured financial accommodations to BJS
<br />through notes and agreements which are listed on Exhibit A of the
<br />Agreement (the "BJS Secured Obligations "); and
<br />4. Certain lease agreements between BJS, as landlord, and Earl May, as
<br />tenant, attached to the Agreement as Exhibit B.
<br />The Intercreditor Agreement provides among other things, that the interests of FAB
<br />pursuant to the FAB Loan Agreement are subordinate to the right, title and interest held by
<br />First Westroads with respect to BJS Secured Obligations and the Real Estate.
<br />This is only a Memorandum of Intercreditor Agreement, and the complete agreement
<br />between the parties is contained in the Agreement, and any further amendment thereto. All
<br />parties affected by such Agreement are hereby put on notice of its contents and effects thereof,
<br />and should review said document for its contents. You should contact First American Bank to
<br />request a copy of said Agreement at 12333 University Avenue, Clive, Iowa 50325, and First
<br />Westroads Bank at 10855 West Dodge Road, Omaha, Nebraska 68154.
<br />IN WITNESS WHEREOF, the parties have executed this Memorandum of
<br />Intercreditor Agreement to be effective January 2/ , 2004.
<br />FIRST AMEWCAN BANK, FIRST WESTROADS BANK,
<br />an Iowa b ing co por a Nebraska banking corporation
<br />N-Sm�e` p,� Name: 4 ,r1✓ L
<br />Title: Title:
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