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Special Meeting
May 15, 1958

Company, granting to Seller the right to construct certain buildings over the 30-foot right-of-way owned by said railway, which easement is recorded in Book 28, Page 221 of Miscellaneous Records in the Office of the Register of Deeds, Lancaster County, Nebraska, and subject to easements and restrictions of record, on the following terms and conditions:

Re Purchase of Elgin Property

1. Purchaser is to pay the sum of $725,000.00 on August 1, 1958, on which date, Seller is to deliver to the Purchaser a warranty deed to the above described premises, containing the usual covenants of warranty, and is to deliver possession of said property to the Purchaser.

2. Seller is to pay all real estate taxes for 1957 and prior years. If 1958 taxes are assessed, levied and collected on said real estate, Seller agrees to pay its pro rata share of said 1958 taxes to date of possession. At the time of closing there shall be withheld from the purchase price an amount equal to Seller's pro rata share of 1958 taxes, using the amount of the 1957 taxes as a basis for said computation. In the event that 1958 real estate taxes are not assessed, levied and collected, Purchaser shall pay over to Seller the amount withheld as aforesaid. If said taxes are assessed, levied and collected and Seller's pro rata share exceeds the amount withheld, Seller shall pay to Purchaser the additional amount necessary to make up its full pro rata share of the same. If 1958 taxes are assessed, levied and collected and Seller's pro rata share is less than the amount withheld, the balance shall be paid to Seller. Seller is to pay all special assessments levied prior to August 1, 1958.

3. Seller shall have the right to remove all personal property on the premises and such other items of property, whether or not attached to the premises, as have been incorporated in or placed thereon in connection with Seller's operations, as it shall elect, including, but not limited to, Buss duct, exhaust system, including compressor, stocks and miscellaneous duct work, all movable standard type partitions, and one-third of the flourescent light fixtures now on the premises, and excluding, but not limited to, the normal lighting system except for one-third of the flourescent fixtures, all air-conditioning equipment, all humidity control equipment, all heating equipment and the cyclone fence around the building on said premises. All personal property and any fixtures which Seller is entitled to remove under the provisions of this paragraph and which are left on the premises on August 1, 1958 shall become the property of the Purchaser and Seller shall have no liability with respect thereto.

4. Seller is to assign to Purchaser all its right, title and interest as lessee in and to a certain lease, including improvements thereon, from the Missouri Pacific Railroad Company, dated March 1, 1951, recorded in Book 43, Page 384, of the Miscellaneous Records in the Office of the Register of Deeds, Lancaster County, Nebraska, covering a strip of land 17 feet wide along the north side of Block 1 of the aboved described premises, provided Missouri Pacific Railroad Company will consent to such assignment. In the event that said lessor will not consent to said assignment Purchaser agrees to hold Seller harmless from any and all claims and causes of action that said lessor may assert regarding removal of the fence or other improvements from said real estate property.

5. Seller is to continue in force until delivery of deed and possession, all fire and extended coverage insurance presently carried on the improvements on said property. In the event of loss by fire or other casualty covered thereby, prior to delivery of deed and possession of said property, the amount collected on said insurance shall be deducted from the purchase price. If the insurer has not made a settlement for such loss by August 1, 1958, Seller shall assign to Purchaser all its rights and claims against the insurer arising out of said loss. It is agreed, however, that said abatement of purchase price or assignment of rights and claims against the insurer shall not

Continued

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Special Meeting
May 15, 1958

Company, granting to Seller the right to construct certain buildings over the 30-foot right-of-way owned by said railway, which easement is recorded in Book 28, Page 221 of Miscellaneous Records in the Office of the Register of Deeds, Lancaster County, Nebraska, and subject to easements and restrictions of record, on the following terms and conditions:

Re Purchase of Elgin Property

1. Purchaser is to pay the sum of $725,000.00 on August 1, 1958, on which date, Seller is to deliver to the Purchaser a warranty deed to the above described premises, containing the usual covenants of warranty, and is to deliver possession of said property to the Purchaser.

2. Seller is to pay all real estate taxes for 1957 and prior years. If 1958 taxes are assessed, levied and collected on said real estate, Seller agrees to pay its pro rata share of said 1958 taxes to date of possession. At the time of closing there shall be withheld from the purchase price an amount equal to Seller's pro rata share of 1958 taxes, using the amount of the 1957 taxes as a basis for said computation. In the event that 1958 real estate taxes are not assessed, levied and collected, Purchaser shall pay over to Seller the amount withheld as aforesaid. If said taxes are assessed, levied and collected and Seller's pro rata share exceeds the amount withheld, Seller shall pay to Purchaser the additional amount necessary to make up its full pro rata share of the same. If 1958 taxes are assessed, levied and collected and Seller's pro rata share is less than the amount withheld, the balance shall be paid to Seller. Seller is to pay all special assessments levied prior to August 1, 1958.

3. Seller shall have the right to remove all personal property on the premises and such other items of property, whether or not attached to the premises, as have been incorporated in or placed thereon in connection with Seller's operations, as it shall elect, including, but not limited to, Buss duct, exhaust system, including compressor, stocks and miscellaneous duct work, all movable standard type partitions, and one-third of the flourescent light fixtures now on the premises, and excluding, but not limited to, the normal lighting system except for one-third of the flourescent fixtures, all air-conditioning equipment, all humidity control equipment, all heating equipment and the cyclone fence around the building on said premises. All personal property and any fixtures which Seller is entitled to remove under the provisions of this paragraph and which are left on the premises on August 1, 1958 shall become the property of the Purchaser and Seller shall have no liability with respect thereto.

4. Seller is to assign to Purchaser all its right, title and interest as lessee in and to a certain lease, including improvements thereon, from the Missouri Pacific Railroad Company, dated March 1, 1951, recorded in Book 43, Page 384, of the Miscellaneous Records in the Office of the Register of Deeds, Lancaster County, Nebraska, covering a strip of land 17 feet wide along the north side of Block 1 of the aboved described premises, provided Missouri Pacific Railroad Company will consent to such assignment. In the event that said lessor will not consent to said assignment Purchaser agrees to hold Seller harmless from any and all claims and causes of action that said lessor may assert regarding removal of the fence or other improvements from said real estate property.

5. Seller is to continue in force until delivery of deed and possession, all fire and extended coverage insurance presently carried on the improvements on said property. In the event of loss by fire or other casualty covered thereby, prior to delivery of deed and possession of said property, the amount collected on said insurance shall be deducted from the purchase price. If the insurer has not made a settlement for such loss by August 1, 1958, Seller shall assign to Purchaser all its rights and claims against the insurer arising out of said loss. It is agreed, however, that said abatement of purchase price or assignment of rights and claims against the insurer shall not

Continued

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