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<br />200806451
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<br />SUBLEASE AGREEMENT
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<br />THIS SUBLEASE AGREEMENT is made and entered into as of June 1, 2008 by and
<br />between MICROGY GRAND ISLAND, LLC, a Nebraska limited liability company
<br />("Company"), as sublessor, and THE CITY OF GRAND ISLAND, NEBRASKA, a political
<br />subdivision of the State of Nebraska ("City"), as sublessee.
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<br />RECITALS:
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<br />Company, in consideration of the covenants of City hereinafter set forth, does by these
<br />presents sublease to City the parcels of ground and buildings or improvements now situated
<br />thereupon (the "Real Estate"), located in the City of Grand Island, Nebraska, more specifically
<br />described at Appendix A hereto. Company represents, warrants and covenants that it has a
<br />leasehold interest in such Real Estate described at Appendix A hereto, that such Real Estate is
<br />free from encumbrances, except for that certain Lease Agreement dated as of September 1, 2006
<br />(the "Site Lease"), between JBS Swift & Company (successor to Swift & Company), as lessor,
<br />and the Company, as lessee, that certain Leasehold Deed of Trust dated July 24, 2008 from the
<br />Company, as Trustor, to Wells Fargo Bank, National Association, as Trustee, and those
<br />easements, covenants and restrictions of record, and that Company warrants and will defend its
<br />leasehold interest to such Real Estate against the lawful claims of all persons claiming the same
<br />or any part thereofthrough, by or under Company.
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<br />TO HAVE AND TO HOLD the same unto City from, on and after the date hereof to and
<br />including the earlier of (i) June 1, 2023, and (ii) the termination date of that certain Lease
<br />Agreement dated as of June 1,2008 (the "Financing Lease") by and between City, as lessor, and
<br />Company, as lessee, relating to the financing of the individual solid waste disposal facilities
<br />located on such parcel of ground, and Company warrants to City the peaceful and quiet
<br />enjoyment of the premises hereby subleased for and during the term hereof.
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<br />City, in consideration of the subleasing of the premises as above set forth, has agreed
<br />with Company to pay its leasehold interest as rent for the use of the same the sum ofTen Dollars
<br />($10.00) per year, which rent has been paid by City for the entire term, the receipt and
<br />sufficiency of which are hereby acknowledged by Company.
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<br />City further covenants with Company that, at the expiration of the term of this
<br />Agreement, peaceable possession of said premises, together with any buildings or improvements
<br />now or hereafter situated thereupon during the lease term, shall be given to Company.
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<br />It is further covenanted and agreed between the parties hereto that the leased premises
<br />shall be used only in connection with the provision of solid waste deposal facilities and related
<br />capital improvements and functions incidental thereto, as contemplated by the Site Lease and the
<br />Financing Lease.
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<br />The covenants herein shall extend to and be binding upon the successors and assigns of
<br />the parties to this Agreement.
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<br />4851-0314-1122.5
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