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<br />LEASEHOLD DEED OF TRUST
<br />
<br />/f5.5o
<br />
<br />THIS LEASEHOLD DEED OF TRUST (the "Deed of Trust") is made by and among
<br />MICROGY GRAND ISLAND, LLC, a Nebraska limited liability company, whose mailing
<br />address is c/o Environmental Power Corporation, 120 White Plains Road, 6th Floor, Tarrytown,
<br />New York 10591 ("Trustor"), to WELLS FARGO BANK, NATIONAL ASSOCIATION,
<br />TRUSTEE under this Deed of Trust, whosemailingaddressis4PennCenter.Suite 810, 1600 JFK
<br />Boulevard, Philadelphia, PA 19103 ("Trustee"), for the benefit of WELLS FARGO BANK,
<br />NATIONAL ASSOCIATION as trustee under the Trust Indenture, as hereinafter defined, whose
<br />mailing address is 4 Penn Center, Suite 810, 1600 JFK Boulevard, Philadelphia, PA 19103
<br />("Beneficiary").
<br />
<br />For valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
<br />including, without limitation, certain financial benefits that Trustor will derive from the
<br />transactions contemplated in that certain Trust Indenture dated as of June I, 2008 by and between
<br />the City of Grand Island, Nebraska and Beneficiary (the "Trust Indenture"), Trustor, irrevocably
<br />transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit
<br />and security of Beneficiary, under and subject to the terms and conditions of this Deed of Trust,
<br />Trustor's leasehold interest in and to approximately two and one hundred sixteenths (2.116) acres
<br />of real property generally located at 555 South Stuhr Road in Grand Island, Hall County,
<br />Nebraska, and legally described on Exhibit "A" attached hereto and incorporated herein by this
<br />reference, together with, all rents, easements, appurtenances, hereditaments, interests in adjoining
<br />roads, improvements and tenements of any kind now or hereafter situated thereon (collectively, the
<br />"Property"), pursuant to that certain Lease Agreement dated September 1, 2006, by and between
<br />Trustor and Swift & Company, a Delaware corporation, as amended by that certain First
<br />Amendment to Lease Agreement dated June 16,2008 (as amended, the "Lease") but subject to (i)
<br />all covenants, reservations, restrictions, easements and other agreements now of record; (ii) zoning
<br />regulations and other ordinances of the governing municipalities and authorities (i.e., federal, state
<br />and local) in which the Property lies; and (iii) all real estate taxes, and special assessments
<br />hereafter levied and assessed; to have and to hold the Property upon and subject to the terms and
<br />conditions of this Deed of Trust.
<br />
<br />THIS DEED OF TRUST IS GIVEN FOR THE PURPOSE OF SECURING the
<br />satisfaction of any and all of Trustor's obligations (the "Obligations") pursuant to that certain
<br />Guaranty Agreement dated as of June 1, 2008 by and between Trustor and Beneficiary (the
<br />"Guaranty"). This Deed of Trust, the Guaranty, and any other instrument given to evidence or
<br />Return Copy to: Iltt nd,bl( $n.V'
<br />Curtis L. Christensen, Esq. .
<br />Kutak Rock LLP
<br />1650 Farnam Street
<br />Omaha, NE 68102
<br />
<br />REOORDERSMEMO: 1=:\~nfY.-es.en+('d cct Yt'1pPrl-
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<br />__ _ gf Deeds
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