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LEASE AGREEMENT 200806452 THIS LEASE AGREEMENT, dated as of June 1, 2008 (this "Agreement"), by and between THE CITY OF GRAND ISLAND, NEBRASKA (the "Issuer"), a political subdivision duly organized and existing under the laws of the State of Nebraska, as lessor, and MICROGY GRAND ISLAND, LLC (the "Company"), a limited liability company organized under the laws of the State of Nebraska and qualified to do business in the State of Nebraska, as lessee: WITNESSETH: WHEREAS, the Issuer is a political subdivision duly organized and existing under the laws of the State of Nebraska, as lessor; and WHEREAS, pursuant to law, and particularly the Act (hereinafter defined), the Issuer is empowered to finance the acquisition, construction, improving and equipping of industrial solid waste disposal facilities, to be operated by the Company, and located within Grand Island, Nebraska, and to be leased hereunder to the Company, and to issue industrial development revenue bonds for such purpose; and WHEREAS, the Company has requested that the Issuer issue its industrial development revenue bonds for the purpose of financing all or a portion of the Project Costs (hereinafter defined); and WHEREAS, the Company is leasing the Project Site (hereinafter defined) from JBS Swift & Company (successor to Swift & Company) ("JBS Swift") pursuant to that certain Lease Agreement dated as of September 1, 2006 (the "Site Lease") between JBS Swift, as lessor, and the Company, as lessee, and the Company, as sublessor, and the Issuer, as sublessee, are entering into that certain Sublease Agreement dated as of June 1,2008 (the "Sublease") pursuant to which the Issuer will sublease the Project Site (hereinafter defined) from the Company; and WHEREAS, the Company and JBS Swift have entered into that certain Biogas Purchase and Supply Agreement dated as of September 1, 2006 (including all amendments and supplements thereto, the "Biogas Agreement") providing for the operation of the Facility (as hereinafter defined) and for the payment by JBS Swift to the Company of the purchase price of biogas to be manufactured by the Company at the Facility and supplied to JBS Swift; and WHEREAS, the Company has agreed to make Rent Payments (hereinafter defined), and for such purpose has irrevocably assigned to the Trustee the biogas purchase price payments to be received by the Company under the Biogas Agreement, and other payments hereunder in consideration of the Issuer's issuing the Bonds and providing to the Company the proceeds from the sale of the Bonds for the acquisition, construction, improving and equipping of the Project; and WHEREAS, the City Council of the Issuer has approved this Agreement and the Sublease by ordinance; and 4834-8191-0786.7