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MEMORANDUM OF INTERCREDITOR AGREEMENT
<br />BE IT KNOWN THAT effective on the 10th day of December, 2002, FIRST
<br />AMERICAN BANK, an Iowa banking corporation ( "FAB ") entered into an Intercreditor
<br />Agreement dated December 10, 2002 (the "Agreement ") with US BANK, N.A., a national
<br />banking corporation ( "US Bank "), EARL MAY SEED & NURSERY L.C. (d/b /a Earl May
<br />Garden Centers), an Iowa limited liability company ( "Earl May "), BJS ENTERPRISES L.C.,
<br />an Iowa limited liability company (`BJS "), and WGMS ENTERPRISES, L.C., an Iowa limited
<br />liability company ( "WGMS "), which was executed in order to define the parties' respective
<br />rights, re dies and interests appearing against the real estate located in � County,
<br />State of , more fully described on Exhibit "A" attached hereto (the "Real
<br />Estate "), together with all improvements located thereon and rights appertaining thereto. Said
<br />rights, remedies and interests appearing against the Real Estate are set forth in the following
<br />documents:
<br />FAB Loan Agreement, as defined in the Agreement, by and between FAB and Earl
<br />May; and
<br />2. Corporate Guaranty from BJS to FAB pursuant to the FAB Loan Agreement; and
<br />3. Various US Bank secured financial accommodations to BJS through notes and
<br />agreements which are listed on Exhibit A of the Agreement; and
<br />4. Various US Bank secured financial accommodations to WGMS through notes and
<br />agreements which are listed on Exhibit B of the Agreement; and
<br />5. Certain lease agreements between BJS and WGMS, as landlords, and Earl May, as
<br />tenant, attached to the Agreement as Exhibits C and D, respectively.
<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.
<br />IN WITNESS WHEREOF, the parties have executed this Memorandum of Intercreditor
<br />Agreement to be effective December 10, 2002.
<br />BJS ENTERPRISES L.C.
<br />By:
<br />Name: BV 9ane Shaw
<br />Title: Manager
<br />WGMS ENTERPRISES, L.C.
<br />By:
<br />L���'� -Cb� o-
<br />Name: William E. Shaw
<br />Title: Manager
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<br />Clive, Iowa 50325
<br />515.440.0 11
<br />MEMORANDUM OF INTERCREDITOR AGREEMENT
<br />BE IT KNOWN THAT effective on the 10th day of December, 2002, FIRST
<br />AMERICAN BANK, an Iowa banking corporation ( "FAB ") entered into an Intercreditor
<br />Agreement dated December 10, 2002 (the "Agreement ") with US BANK, N.A., a national
<br />banking corporation ( "US Bank "), EARL MAY SEED & NURSERY L.C. (d/b /a Earl May
<br />Garden Centers), an Iowa limited liability company ( "Earl May "), BJS ENTERPRISES L.C.,
<br />an Iowa limited liability company (`BJS "), and WGMS ENTERPRISES, L.C., an Iowa limited
<br />liability company ( "WGMS "), which was executed in order to define the parties' respective
<br />rights, re dies and interests appearing against the real estate located in � County,
<br />State of , more fully described on Exhibit "A" attached hereto (the "Real
<br />Estate "), together with all improvements located thereon and rights appertaining thereto. Said
<br />rights, remedies and interests appearing against the Real Estate are set forth in the following
<br />documents:
<br />FAB Loan Agreement, as defined in the Agreement, by and between FAB and Earl
<br />May; and
<br />2. Corporate Guaranty from BJS to FAB pursuant to the FAB Loan Agreement; and
<br />3. Various US Bank secured financial accommodations to BJS through notes and
<br />agreements which are listed on Exhibit A of the Agreement; and
<br />4. Various US Bank secured financial accommodations to WGMS through notes and
<br />agreements which are listed on Exhibit B of the Agreement; and
<br />5. Certain lease agreements between BJS and WGMS, as landlords, and Earl May, as
<br />tenant, attached to the Agreement as Exhibits C and D, respectively.
<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.
<br />IN WITNESS WHEREOF, the parties have executed this Memorandum of Intercreditor
<br />Agreement to be effective December 10, 2002.
<br />BJS ENTERPRISES L.C.
<br />By:
<br />Name: BV 9ane Shaw
<br />Title: Manager
<br />WGMS ENTERPRISES, L.C.
<br />By:
<br />L���'� -Cb� o-
<br />Name: William E. Shaw
<br />Title: Manager
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