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<SEC-DOCUMENT>0001299933-06-008166.txt : 20061218
<SEC-HEADER>0001299933-06-008166.hdr.sgml : 20061218
<ACCEPTANCE-DATETIME>20061218164623
ACCESSION NUMBER:		0001299933-06-008166
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20061213
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061218
DATE AS OF CHANGE:		20061218

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHS INC
		CENTRAL INDEX KEY:			0000823277
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
		IRS NUMBER:				410251095
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50150
		FILM NUMBER:		061283880

	BUSINESS ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077
		BUSINESS PHONE:		651-355-6000

	MAIL ADDRESS:	
		STREET 1:		5500 CENEX DRIVE
		CITY:			INVER GROVE HEIGHTS
		STATE:			MN
		ZIP:			55077

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CENEX HARVEST STATES COOPERATIVES
		DATE OF NAME CHANGE:	19980611

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HARVEST STATES COOPERATIVES
		DATE OF NAME CHANGE:	19961212
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_17093.htm
<DESCRIPTION>LIVE FILING
<TEXT>
<!-- CoverPageHeader start -->
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> CHS Inc. (Form: 8-K) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<P>
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<A NAME="DOCUMENT_TOP">&nbsp;</A>
<HR NOSHADE>
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<P ALIGN="CENTER">
<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	December 13, 2006
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	CHS Inc.
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Minnesota
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	0-50150
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	41-0251095
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	5500 Cenex Drive, Inver Grove Heights, Minnesota
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	55077
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
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<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
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	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	651-355-6000
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 1.01 Entry into a Material Definitive Agreement.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On December 13, 2006, National Cooperative Refinery Association (NCRA), a subsidiary in which we have an approximate 74.5% ownership interest, renewed its existing committed line of revolving credit of $15 million for an additional year with a new maturity date of December 16, 2007.<br><br>In addition, NCRA also sold certain of its ultra-low sulfur fuel assets (cost of approximately $325 million) to the City of McPherson, Kansas.  NCRA simultaneously invested the proceeds in Industrial Revenue Bonds issued by the City of McPherson and leased back, through a capital lease, the ultra-low sulfur fuel assets which it had sold to the City of McPherson.  The lease payments made by NCRA fund the principal and interest payments on the bonds to NCRA.  The term of the lease is ten years, at which time NCRA would have the option of extending the lease or purchasing the assets for a nominal amount.  NCRA has the right at anytime to prepay all or part of the capital lease by offsetting the lease obligation to the City of
 McPherson against the Industrial Revenue Bonds it owns as a result of the transaction.  No cash was exchanged in the transaction.    <br>
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
(c) The following exhibits are being filed with this report:<br><br>    10.1  Third Amendment to 2003 Amended and Restated Credit Agreement between National Cooperative Refinery Association and the Syndication Parties.<br><br>    10.2  City of McPherson, Kansas Taxable Industrial Revenue Bond Series 2006 registered to National Cooperative Refinery Association in the amount of $325 million<br><br>    10.3  Bond Purchase Agreement between National Cooperative Refinery Association, as purchaser, and City of McPherson, Kansas, as issuer, dated as of December 18, 2006<br><br>    10.4  Trust Indenture between City of McPherson, Kansas, as issuer, and Security Bank of Kansas City, Kansas City, Kansas, as trustee, dated as of December 18, 2006<br><br>    10.5  Lease agreement between City of McPherson, Kansas, as issuer, and National Cooperative Refinery Association, as tenant, dated as of December 18, 2006<br><br> <br><br><br>
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- SignatureHeader START -->
<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
<!-- SignatureHeader END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	CHS Inc.
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	December 18, 2006
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	/s/ John Schmitz
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: John Schmitz
</I>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: Executive Vice President and Chief Financial Officer
</I>
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<!-- Signature END --><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><P ALIGN="CENTER">
<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
<TR VALIGN="BOTTOM">
<TD WIDTH="8%">
	&nbsp;
</TD>
<TD WIDTH="15%">
	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
</TR>

<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
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</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.1
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Third Amendment to 2003 Amended and Restated Credit Agreement between National Cooperative Refinery Association and the Syndication Parties
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.2
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
City of McPherson, Kansas Taxable Industrial Revenue Bond Series 2006 registered to National Cooperative Refinery Association in the amount of $325 million
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.3
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Bond Purchase Agreement between National Cooperative Refinery Association, as purchaser, and City of McPherson, Kansas, as issuer, dated as of December 18, 2006
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.4
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Trust Indenture between City of McPherson, Kansas, as issuer, and Security Bank of Kansas City, Kansas City, Kansas, as trustee, dated as of December 18, 2006
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.5
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Lease agreement between City of McPherson, Kansas, as issuer, and National Cooperative Refinery Association, as tenant, dated as of December 18, 2006
</FONT>
</TD>
</TR></TABLE></CENTER><!-- HTMLFooter START -->
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-10.1 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>THIRD AMENDMENT TO<BR>
2003 AMENDED AND RESTATED CREDIT AGREEMENT</B></FONT>



<P align="left" style="font-size: 12pt"><FONT style="font-size: 13pt"><B>Parties:</B>
</FONT><BR>
<FONT style="font-size: 12pt">"<U>CoBank</U>&#148;:
<BR>
CoBank, ACB
<BR>
5500 South Quebec Street
<BR>
Greenwood Village, Colorado 80111
<BR>
"<U>Borrower</U>&#148; :
<BR>
National Cooperative Refinery Association
<BR>
2000 Main Street
<BR>
P.O. Box 1404
<BR>
McPherson, Kansas 67460
<BR>
"<U>Syndication Parties</U>&#148;:
<BR>
Whose signatures appear below
<BR>
<B>Execution Date:</B>
<BR>
December&nbsp;13, 2006
<BR>
<B>Recitals:</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">A.&nbsp;CoBank (in its capacity as the Administrative Agent (&#147;Agent&#148;) and as a Syndication Party)
and Borrower have entered into that certain 2003 Amended and Restated Credit Agreement dated as of
December&nbsp;16, 2003, and that certain First Amendment to 2003 Amended and Restated Credit Agreement
dated December&nbsp;15, 2005, and that certain Second Amendment to 2003 Amended and Restated Credit
Agreement dated June&nbsp;30, 2006 (as so amended, and as further amended, modified, or supplemented
from time to time, the &#147;Credit Agreement&#148;) pursuant to which CoBank and any entity which becomes a
&#147;Syndication Party&#148; has extended certain credit facilities to Borrower under the terms and
conditions set forth in the Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">B.&nbsp;Borrower has requested that the Agent and the Syndication Parties make certain
modifications to the Credit Agreement with respect to anticipated bond financing, which the Agent
and the Syndication Parties are willing to do under the terms and conditions as set forth in this
Third Amendment to 2003 Amended and Restated Credit Agreement (&#147;Third Amendment&#148;).


<P align="left" style="font-size: 12pt">Agreement:


<P align="left" style="font-size: 12pt; text-indent: 4%">Now, therefore, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby agree as follows:


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;Amendments to Credit Agreement. The Credit Agreement is amended as of the Effective Date as
follows:


<P align="left" style="font-size: 12pt">1.1
<BR>
Section&nbsp;1.82 is amended to read as follows:
<BR>
1.82
<BR>
<U>2- Year Maturity Date: </U>December&nbsp;16, 2007.
<BR>
1.2
</FONT><BR>
<FONT style="font-size: 13pt">The following new Section is added to Article&nbsp;1 reading as follows:
</FONT>

<P align="left" style="font-size: 13pt; text-indent: 4%"><FONT style="font-size: 12pt">1.85 <U>Bonds: </U>the Taxable Industrial Revenue Bonds Series&nbsp;2006 (National
Cooperative Refinery Association) in the principal amount of $325,000,000.00 issued by the City of
McPherson, Kansas pursuant to that certain Trust Indenture between the City of McPherson, Kansas,
as Issuer, and Security Bank of Kansas City, as Trustee.
</FONT>

<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt">1.3
</FONT><BR>
<FONT style="font-size: 12pt">Sections&nbsp;11.1 and 11.4 are amended to read as follows:
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">11.1 <U>Borrowing, </U>Borrower shall not create, incur, assume or permit to exist,
directly&#146;or indirectly, any Indebtedness, except for: (a)&nbsp;Indebtedness of Borrower arising under
this Credit Agreement and the other Loan Documents; (b)&nbsp;trade payables arising in the ordinary
course of business; (c)&nbsp;current operating liabilities (other than for borrowed money) incurred in
the ordinary course of business; (d)&nbsp;Indebtedness on the date hereof as set forth in <U>Exhibit
11.1 </U>attached hereto; (e)&nbsp;Indebtedness arising out of Subordinated Member Loans; (f)&nbsp;a loan,
not included within the coverage of clause (e)&nbsp;of this Section, of up to $150,000,000.00 in the
aggregate from one or more Members so long as, through documentation approved by the Administrative
Agent (which will, at the discretion of the Administrative Agent, require execution thereof by the
Members making such loan), such amount is subordinated to all amounts owing hereunder, and upon the
occurrence of an Event of Default hereunder, payment of any principal or interest under such loan
from Members is prohibited until such time as either (i)&nbsp;such Event of Default has been (A)&nbsp;cured
to the sole satisfaction of the Administrative Agent prior to the Administrative Agent having given
Borrower notice that the entire amount owing hereunder has been accelerated and is immediately due
and payable on account of such Event of Default, or (B)&nbsp;waived in compliance with the provisions of
Section&nbsp;14.8 hereof, or (ii)&nbsp;Borrower has (A)&nbsp;taken all action regarding the Cash Collateral
Account as required by Section&nbsp;3.6 hereof, and (B)&nbsp;paid in full all Bank Debt owing at such time;
(g)&nbsp;Indebtedness under the Bonds so long as Borrower is the sole owner and holder of all of the
Bonds; and (h)&nbsp;other Indebtedness, including, without limitation, Indebtedness arising under
guarantees permitted under Section&nbsp;11.5 hereof and Indebtedness arising under Capital Leases, in a
maximum amount of principal outstanding at anyone time of $40,000,000.00.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.4 <U>Sale of Assets. </U>Borrower shall not sell, convey, assign, lease or otherwise
transfer or dispose of, voluntarily, by operation of law or otherwise, any material part of its now
owned or hereafter acquired assets during any twelve (12)&nbsp;month period commencing as of December
21, 1999 and each December&nbsp;21 thereafter, except: (a)&nbsp;the sale of inventory, equipment and fixtures
disposed of in the ordinary course of business, (b)&nbsp;the sale or other disposition of assets no
longer necessary or useful for the conduct


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt">of its business, (c)&nbsp;sales of assets in an amount not to exceed $12,000,000.00 (valued at the
greater of the book value or the market value) in the aggregate during any such twelve (12)&nbsp;month
period, (d)&nbsp;the transfer of the property described on <U>Exhibit&nbsp;11.4 </U>hereto in consideration
of the acquisition of ownership of the Bonds; and (e)&nbsp;in connection with the dissolution of
Cooperative.


<P align="left" style="font-size: 12pt; text-indent: 8%">1.4 Clause (h)&nbsp;of Section&nbsp;11.8 is re-designated as clause (i)&nbsp;and a new clause (h)&nbsp;is added to
read as follows:


<P align="left" style="font-size: 12pt">(h)
<BR>
the Bonds; and


<P align="left" style="font-size: 12pt; text-indent: 8%">1.5 The document attached hereto as Exhibit&nbsp;11.4 shall be <U>Exhibit&nbsp;11.4 </U>to the Credit
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;Conditions to Effectiveness of this Third Amendment. The


<P align="left" style="font-size: 12pt">effectiveness of this Third Amendment is subject to satisfaction, in the Administrative Agent&#146;s
sole discretion, of each of the following conditions precedent (the date on which all such
conditions precedent are so satisfied shall be the &#147;Effective Date&#148;):


<P align="left" style="font-size: 12pt; text-indent: 7%">2.1 Delivery of Executed Loan Documents. The Administrative Agent shall have received
originals of this Third Amendment duly executed by Borrower and all other parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 7%">2.2 Representations and Warranties. The representations and warranties of Borrower in the
Credit Agreement shall be true and correct in all material respects on and as of the Effective Date
as though made on and as of such date.


<P align="left" style="font-size: 12pt; text-indent: 7%">2.3 No Event of Default. No Event of Default shall have occurred and be continuing under the
Credit Agreement as of the Effective Date of this Third Amendment.


<P align="left" style="font-size: 12pt; text-indent: 7%">2.4 Payment of Fees and Expenses. Borrower shall have paid the


<P align="left" style="font-size: 12pt">Administrative Agent, by wire transfer of immediately available federal funds: (a)&nbsp;all fees
presently due under the Credit Agreement (as amended by this Third Amendment); and (b)&nbsp;all expenses
owing as of the Effective Date pursuant to Section&nbsp;15.1 of the Credit Agreement.
<BR>
3.
<BR>
General Provisions.


<P align="left" style="font-size: 12pt; text-indent: 7%">3.1 No Other Modifications. The Credit Agreement, as expressly modified herein, shall continue
in full force and effect and be binding upon the parties thereto.


<P align="left" style="font-size: 12pt; text-indent: 7%">3.2 Successors and Assigns. This Third Amendment shall be binding


<P align="left" style="font-size: 12pt">upon and inure to the benefit of Borrower, Agent, and the Syndication Parties, and their respective
successors and assigns, except that Borrower may not assign or transfer its rights or obligations
hereunder without the prior written consent of all the Syndication Parties.
<BR>


<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 7%">3.3 Definitions. Capitalized terms used, but not defined, in this Third Amendment shall have
the meaning set forth in the Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 7%">3.4 Severability. Should any provision of this Third Amendment be deemed unlawful or
unenforceable, said provision shall be deemed several and apart from all other provisions of this
Third Amendment and all remaining provisions of this Third Amendment shall be fully enforceable.


<P align="left" style="font-size: 12pt; text-indent: 7%">3.5 Governing Law. To the extent not governed by federal law, this Third Amendment and the
rights and obligations of the parties hereto shall be governed by, interpreted and enforced in
accordance with the laws of the State of Colorado.


<P align="left" style="font-size: 12pt; text-indent: 7%">3.6 Headings. The captions or headings in this Third Amendment are for convenience only and in
no way define, limit or describe the scope or intent of any provision of this Third Amendment.


<P align="left" style="font-size: 12pt; text-indent: 7%">3.7 Counterparts. This Third Amendment may be executed by the parties hereto in separate
counterparts, each of which, when so executed and delivered, shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist of
a number of copies hereof, each signed by less than all, but together signed by all, of the parties
hereto. Copies of documents or signature pages bearing original signatures, and executed documents
or signature pages delivered by a party by telefax, facsimile, or e-mail transmission of an Adobe@
file format document (also known as a PDF file) shall, in each such instance, be deemed to be, and
shall constitute and be treated as, an original signed document or counterpart, as applicable. Any
party delivering an executed counterpart of this Third Amendment by telefax, facsimile, or e-mail
transmission of an Adobe@ file format document also shall deliver an original executed counterpart
of this Third Amendment, but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Third Amendment.


<P align="left" style="font-size: 12pt">&#091;Signatures to follow on next page.&#093;
<BR>


<P align="center" style="font-size: 10pt; display: none">4
<!-- PAGEBREAK -->

<P align="center" style="font-size: 10pt; display: none">5
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as of
the Effective Date.


<P align="left" style="font-size: 12pt"><B>ADMINISTRATIVE AGENT: CoBank, ACB</B>
<BR>
By: /s/ Michael Tousignant
<BR>
Name: Michael Tousignant<BR>
Title: Vice President
<BR>
<B>BORROWER:</B>
</FONT><BR>
<FONT style="font-size: 11pt"><B>National Cooperative Refinery Association</B>
<BR>
By: /s/ John G. Buehrle
<BR>
Name: John G. Buehrle<BR>
Title: CFO
<BR>
<B>SYNDICATION PARTIES:</B>
<BR>
<B>CoBank, ACB</B>
</FONT><BR>
<FONT style="font-size: 12pt">By: /s/ Michael Tousignant
<BR>
Name: Michael Tousignant<BR>
Title: Vice President
</FONT><BR>
<FONT style="font-size: 13pt"><B>U.S. Ag Bank, FCB</B>
</FONT><BR>
<FONT style="font-size: 12pt">By: /s/ Travis W. Ball
<BR>
Name: Travis W. Ball<BR>
Title: Vice President
<BR>


<P align="center" style="font-size: 10pt; display: none">6
<!-- PAGEBREAK --></FONT>

<P align="left" style="font-size: 12pt"><FONT style="font-size: 8pt">3634573_3.DOC
</FONT>

<P align="center" style="font-size: 8pt"><FONT style="font-size: 12pt"><B>EXHIBIT 11.4<BR>
(description of property transferred in exchange for the Bonds)</B></FONT>



<P align="left" style="font-size: 12pt">&#091;ATTACH DESCRIPTION&#093;
<BR>


<P align="center" style="font-size: 10pt; display: none">7
<!-- PAGEBREAK -->
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="24%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" colspan="13" style="border-bottom: 1px solid #000000"><B>National Cooperative Refinery Association</B></TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>All Clean Fuel Projects</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Total Expenditures</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10112</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Unicracker Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">114,892,335.82</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10122</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Flare -Unicracker/H2/Depentanizer<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6,713,294.51</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10132</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Hydrogen Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">32,661,668.49</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10142</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Platformer PSA Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,492,140.26</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10152</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Sulfur Recovery Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">36,088,601.34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10162</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Amine/SWS Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,485,623.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10172</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Engr &#038; Cost Estimating of CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,427,482.02</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10182</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Vacuum Unit Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,334,505.96</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10192</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">FCC Unit Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,497,607.15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10202</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">FCC Gas Plant Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">164,030.65</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10222</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">2 new reactors for <B>DHT </B>Unit</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,076,672.31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10232</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Net Hydrogen Compressor at Platformer<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6,783,064.90</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10242</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Revamp Tank Farm Stg<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24,918,039.47</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10252</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interconnecting piping for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17,312,964.39</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10262</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Boiler Water Treatment<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,320,817.86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10272</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">35KV Electrical Feed</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,965,118.64</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10282</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Construction Site Development for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,957,227.34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10292</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Project Mgmt for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,480,379.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10302</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">CF Tie Ins and Start<FONT style="font-size: 11pt"> Ups<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt">$</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD><FONT style="font-size: 10pt"></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,574,905.12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">12343</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">New Control Building<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,978,052.04</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">12573</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Connect Cenex Tanks to Refinery<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,785,906.92</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">17631</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Design &#038; Cost Est for New Control Bldg<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">89,562.23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">325,000,000.00</TD>
    <TD>&nbsp;</TD>
</TR>
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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">8


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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-10.2
<TEXT>
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 12pt">No.&nbsp;R-1 $325,000,000
</FONT>

<P align="center" style="font-size: 12pt">United States of America



<P align="center" style="font-size: 12pt">State of Kansas



<P align="center" style="font-size: 12pt">City of McPherson, Kansas



<P align="center" style="font-size: 12pt">Taxable Industrial Revenue Bond<BR>
Series&nbsp;2006<BR>
(National Cooperative Refinery Association)



<P align="left" style="font-size: 12pt; text-indent: 4%">Rate of Maturity Dated


<P align="left" style="font-size: 12pt; text-indent: 4%">Interest: 5.25% Date: 12-01-16 Date: Issue Date


<P align="left" style="font-size: 12pt; text-indent: 4%">Registered Owner: <B>NATIONAL COOPERATIVE REFINERY ASSOCIATION</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">Principal Amount: <B>THREE HUNDRED TWENTY FIVE MILLION DOLLARS</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">The City of McPherson, Kansas, a body politic and corporate, incorporated as a city of second
class of the State of Kansas (the &#147;Issuer&#148;), for value received, promises to pay, but solely from
the sources hereinafter referred to, to the registered owner identified above, or registered
assigns, upon the presentation and surrender of this Certificate, the principal sum identified
above on the maturity date shown, in lawful money of the United States of America, at the principal
offices of Security Bank of Kansas City (the &#147;Paying Agent&#148; and &#147;Trustee&#148;), and in like manner to
pay to the registered Owner (the &#147;Owner&#148;) hereof, by check or draft mailed to the Owner at his
address as it appears on the bond registration books of the Issuer kept by the Trustee under the
within mentioned Indenture, or at such other address as is furnished in writing by such registered
Owner to the Paying Agent at the close of business on the 15th day of the month next preceding the
applicable Interest Payment Date (the &#147;Record Date&#148;), interest on said principal sum from the dated
date hereof or the most recent Interest Payment Date to which interest has been paid or duly
provided for at the rate of interest per annum set forth above (computed on the basis of a 360-day
year of twelve 30-day months), annually on December&nbsp;1 of each year, commencing December&nbsp;1, 2007
(the &#147;Interest Payment Dates&#148;), until the principal sum is paid, unless the Bonds represented by
this certificate shall have been previously called for redemption and payment as hereinafter set
forth.


<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate evidences ownership of a part of a duly authorized series of Bonds of
the Issuer designated &#147;City of McPherson, Kansas, Taxable Industrial Revenue Bonds, Series&nbsp;2006
(National Cooperative Refinery Association),&#148; in the aggregate original principal amount of
$325,000,000 (the &#147;Series&nbsp;2006 Bonds&#148;), issued for the purpose of providing funds to finance
certain modifications and improvements (the &#147;Leased Property&#148;) to an existing crude oil refinery,
to be leased by the Issuer to National Cooperative Refinery Association, a Kansas cooperative
marketing association (the &#147;Tenant&#148;), under the terms of a Lease dated as of the Issue Date of the
Series&nbsp;2006 Bonds, between the Issuer and the Tenant (said Lease, as amended and supplemented from
time to time in accordance with the provisions thereof, being herein called the &#147;Lease&#148;), all
pursuant to the authority of and in conformity with the provisions, restrictions and limitations of
the constitution and statutes of the State of Kansas, including particularly K.S.A. 12-1740 <I>et
seq.</I>, as amended, and pursuant to proceedings duly had by the governing body of the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Series&nbsp;2006 Bonds are issued under and are equally and ratably secured and entitled to the
protection of the Trust Indenture, dated as of the Issue Date of the Series&nbsp;2006 Bonds (said&nbsp;Trust
Indenture, as amended and supplemented from time to time in accordance with the provisions thereof,
being herein called the &#147;Indenture&#148;), between the Issuer and the Trustee. Subject to the terms and
conditions set forth therein, the Indenture permits the Issuer to issue Additional Bonds (as
defined therein) secured by the Indenture ratably and on a parity with the Series&nbsp;2006 Bonds (the
Series&nbsp;2006 Bonds together with such Additional Bonds being herein referred to collectively as the
&#147;Bonds&#148;). Reference is hereby made to the Indenture for a description of the provisions, among
others, with respect to the nature and extent of the security for the Bonds, the rights, duties and
obligations of the Issuer, the Trustee and the Bondowners, and the terms upon which the Bonds are
issued and secured.


<P align="center" style="font-size: 12pt"><B>REDEMPTION OF BONDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Extraordinary Optional Redemption. </B>In the event of a Change of Circumstances (as&nbsp;defined in
the Indenture), the Series&nbsp;2006 Bonds shall be subject to redemption and payment prior to the
stated maturity thereof at the option of the Issuer, upon instructions from the Tenant, on any
date, at the par value of the principal amount thereof, plus accrued interest thereon to the
redemption date, without premium.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Optional Redemption. </B>The outstanding principal of the Series&nbsp;2006 Bonds is subject to
redemption and payment prior to maturity upon instructions from the Tenant, as a whole or in part
on any date, at the redemption price of the par value of the principal amount thereof, without
premium, plus accrued interest thereon to date fixed for redemption and payment.


<P align="left" style="font-size: 12pt; text-indent: 4%">When any Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to
be redeemed will be given by mailing a copy of the redemption notice at least 30&nbsp;days prior to the
date fixed for redemption to the Owner of each Bond to be redeemed at the address shown on the
registration books maintained by the Trustee; provided, however, that failure to give such notice
by mailing as aforesaid, or any defect therein, shall not affect the validity of any proceedings
for the redemption of Bonds. If less than all of the Outstanding Bonds of this series are called
for redemption, Bonds shall be redeemed as directed in writing by the Tenant. Bonds of less than a
full maturity shall be selected by the Trustee in such equitable manner as it may determine. All
Bonds so called for redemption will cease to bear interest on the specified redemption date and
shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the
provisions of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Bonds and the interest thereon are limited obligations of the Issuer payable exclusively
out of the Trust Estate under the Indenture, including but not limited to the rents, revenues and
receipts under the Lease, and are secured by a pledge of the Leased Property (including any Project
Additions) as described in the Lease and a pledge and assignment of the Trust Estate, including all
rentals and other amounts to be received by the Issuer under and pursuant to the Lease, all as
provided in the Indenture. The Bonds and the interest thereon do not constitute a debt or general
obligation of the Issuer, the State of Kansas or any municipal corporation thereof, and are not
payable in any manner by taxation. The Bonds do not constitute an indebtedness within the meaning
of constitutional or statutory debt limitations or restrictions. Pursuant to the provisions of the
Lease, Basic Rent is to be paid by the Tenant directly to the Trustee for the account of the Issuer
and deposited in a special trust account created by the Issuer and designated &#147;City of McPherson,
Kansas, Debt Service Fund for Taxable Industrial Revenue Bonds (National&nbsp;Cooperative Refinery
Association).&#148; If the Tenant fails to make payments of Basic Rent under the Lease, the Trustee
must give 5 Business Days&#146; written notice to the Tenant of the default before the default becomes
an Event of Default under the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">No Owner of Bonds shall have the right to enforce the provisions of the Indenture or to
institute action to enforce the covenants therein, or to take any action with respect to any event
of default under the Indenture, or to institute, appear in or defend any suit or other proceedings
with respect thereto, except as provided in the Indenture. In certain events, on the conditions,
in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued
under the Indenture and then Outstanding may become or may be declared due and payable prior to the
stated maturity thereof, together with interest accrued thereon. Modifications or alterations of
this Bond or the Indenture may be made only to the extent and under the circumstances permitted by
the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate is transferable, as provided in the Indenture, only upon the
registration books of the Issuer kept for that purpose at the above mentioned office of the Bond
Registrar and Paying Agent by the Owner hereof in person or by his duly authorized attorney, upon
surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee
duly executed by the Owner or such Owner&#146;s duly authorized attorney, and thereupon a new Bond
certificate in the same aggregate principal amount, shall be issued to the transferee in exchange
therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The
Tenant has agreed to pay as Additional Rent under the Lease all costs incurred in connection with
the issuance, transfer, exchange, registration, redemption or payment of the Bonds except (a)&nbsp;the
reasonable fees and expenses in connection with the replacement of certificates mutilated, stolen,
lost or destroyed or (b)&nbsp;any tax or other governmental charge imposed in relation to the transfer,
exchange, registration, redemption or payment of the Bonds. The Issuer, the Trustee and any Paying
Agent may deem and treat the person in whose name this Bond certificate is registered as the
absolute Owner hereof for the purpose of receiving payment of, or on account of, the principal or
redemption price hereof and interest due hereon and for all other purposes.


<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of Authentication hereon shall
have been executed by the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IT IS HEREBY CERTIFIED AND DECLARED </B>that all acts, conditions and things required to exist,
happen and be performed precedent to and in the execution and delivery of the Indenture and the
issuance of the Bonds do exist, have happened and have been performed in due time, form and manner
as required by law.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
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<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>Issuer has caused this Bond certificate to be executed in its name by the
manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its
City Clerk and its official seal to be affixed hereto or imprinted hereon, and has caused the Bonds
to be dated as of the Issue Date of the Bonds.



<P align="left" style="margin-left:23%; font-size: 12pt; text-indent: 4%"><B>CITY OF MCPHERSON, KANSAS</B>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(Facsimile Seal) By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>

</TABLE>



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 15%">William J. Goering, Mayor


<P align="left" style="font-size: 12pt">ATTEST:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Gary L. Meagher, City Clerk


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">2
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt"><B>CERTIFICATE OF AUTHENTICATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate evidences ownership of the City of McPherson, Kansas Taxable Industrial
Revenue Bonds, Series&nbsp;2006 (National Cooperative Refinery Association), as described herein and in
the Bond Agreement described herein. The Issue Date of this Bond is December&nbsp;18, 2006.


<P align="left" style="font-size: 12pt; text-indent: 27%"><B>SECURITY BANK OF KANSAS CITY</B>


<P align="left" style="font-size: 12pt; text-indent: 27%"><B>Kansas City, Kansas,</B>


<P align="left" style="font-size: 12pt; text-indent: 27%"><B>as bond registrar</B>


<P align="left" style="font-size: 12pt; text-indent: 27%">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Authorized Officer<BR>


<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt"><B>(FORM OF ASSIGNMENT)</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">For value received, the undersigned hereby sells, assigns and transfers unto


<P>
<HR noshade width="26%" align="center" size="1" color="#000000">
<P>



<P align="center" style="font-size: 12pt">Print or Type Name and Address of Transferee



<P align="left" style="font-size: 12pt">the Bonds represented by this certificate and all rights thereunder, and hereby authorizes the
transfer of the within Bond on the books kept by the Bond Registrar and Paying Agent for the
registration and transfer of Bonds.


<P align="left" style="font-size: 12pt">Dated: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:23%; font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Bond in every particular.



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">Signature Guaranteed By:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#091;Seal of Bank&#093;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
(Name of Eligible Guarantor Institution)</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Title:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">Signature must be guaranteed by an eligible guarantor institution as defined by S.E.C. Rule&nbsp;17
Ad-15 (17 C.F.R. 240. 17-Ad-15)


<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt"><B>THIS BOND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION
EXEMPT FROM THE APPLICATION OF FEDERAL AND STATE SECURITIES LAWS.</B>
</FONT>


<P align="center" style="font-size: 10pt; display: none">4


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<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>exhibit3.htm
<DESCRIPTION>EX-10.3
<TEXT>
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<TITLE> EX-10.3 </TITLE>
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<P align="left" style="font-size: 10pt; text-indent: 36%"><FONT style="font-size: 12pt">GILMORE &#038; BELL, P.C.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 41%">Execution Copy


<P align="center" style="font-size: 12pt"><B>NATIONAL COOPERATIVE REFINERY ASSOCIATION<BR>
AS PURCHASER</B>



<P align="center" style="font-size: 12pt"><B>AND</B>



<P align="center" style="font-size: 12pt"><B>CITY OF MCPHERSON, KANSAS<BR>
AS ISSUER</B>



<P align="center" style="font-size: 12pt"><B>BOND PURCHASE AGREEMENT</B>



<P align="center" style="font-size: 12pt"><B>$325,000,000<BR>
TAXABLE INDUSTRIAL REVENUE BONDS<BR>
SERIES 2006<BR>
(NATIONAL COOPERATIVE REFINERY ASSOCIATION)</B>



<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B>BOND PURCHASE AGREEMENT</B>



<P align="center" style="font-size: 12pt">$325,000,000<BR>
CITY OF MCPHERSON, KANSAS<BR>
TAXABLE INDUSTRIAL REVENUE BONDS<BR>
SERIES 2006<BR>
(NATIONAL COOPERATIVE REFINERY ASSOCIATION)<BR>
Dated: December&nbsp;18, 2006



<P align="left" style="font-size: 12pt; text-indent: 4%">On the basis of the representations, and the terms and conditions contained herein, the
undersigned, National Cooperative Refinery Association (the &#147;Purchaser&#148;), hereby offers to purchase
$325,000,000 aggregate principal amount of Taxable Industrial Revenue Bonds, Series&nbsp;2006 (National
Cooperative Refinery Association) (the &#147;Bonds&#148;) to be issued by the City of McPherson, Kansas (the
&#147;Issuer&#148;), an incorporated municipality duly organized and existing as a city of the second class
under the constitution and laws of the State of Kansas, under and pursuant to Ordinance No.&nbsp;2891 of
the Issuer passed by the governing body of the Issuer on September&nbsp;11, 2006 (the &#147;Ordinance&#148;) and
secured under the provisions of a Trust Indenture dated as of the Issue Date of the Bonds (the
&#147;Indenture&#148;) between the Issuer and Security Bank of Kansas City, as Trustee (the &#147;Trustee&#148;). The
Bonds are to be issued by the Issuer pursuant to and in accordance with provisions of Sections
12-1740 <I>et seq.</I>, inclusive, of the Kansas Statutes Annotated, as amended (collectively the &#147;Act&#148;),
and the constitution of the State of Kansas, for the purpose of paying the costs to finance
modifications and improvements to the existing crude oil refinery facility to be leased to the
Purchaser.


<P align="left" style="font-size: 12pt; text-indent: 4%">In connection with the issuance of the Bonds, the Purchaser and the Issuer propose to enter
into a Lease dated as of the Issue Date of the Bonds (the &#147;Lease&#148;) with respect to the Leased
Property (as defined below). Pursuant to the Lease, the Issuer will lease the Leased Property to
the Purchaser and the Purchaser shall be required to pay as Basic Rent thereunder amounts
sufficient to pay the principal of, premium, if any, and interest on the Bonds and all other Bonds
Outstanding under the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1. <B>Representations, Warranties, Covenants and Agreements of the Issuer.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">By acceptance and execution hereof the Issuer hereby represents to, and agrees with, the
Purchaser that:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Issuer is a municipality incorporated as a city of the second class of and within the
State of Kansas, duly organized and existing under the constitution and laws of the State of
Kansas. The Issuer is authorized under the provisions of the constitution and laws of the State of
Kansas, including particularly the Act, to issue, sell and deliver the Bonds for the purposes
specified above, to adopt and perform its obligations under the Ordinance, to enter into and
perform its obligations under this Bond Purchase Agreement (the &#147;Agreement&#148;), the Indenture and the
Lease and to pledge, pursuant to and in accordance with provisions of the Ordinance, the Indenture
and certain rentals payable by the Purchaser to the Issuer pursuant to the provisions of the Lease,
to the payment of the principal of, premium, if any, and interest on the Bonds in the manner
provided therein.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Issuer has full power and authority to consummate all transactions contemplated by
this Agreement, the Bonds, the Ordinance, the Indenture and the Lease (the &#147;Bond Documents&#148;) and
any and all other agreements relating thereto, to which the Issuer is a party.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Issuer will have duly authorized prior to the Closing Time (as hereinafter defined)
all necessary action to be taken by it or on its behalf for: (i)&nbsp;the issuance and delivery of the
Bonds upon the terms set forth in this Bond Purchase Agreement; (ii)&nbsp;the passage, signature and
publication of the Ordinance; (iii)&nbsp;the execution and delivery by it of the Bond Documents to which
it is a party; (iv)&nbsp;the carrying out, giving effect to and consummation of the transactions
contemplated thereby and by this Agreement. Copies of this Agreement, the Ordinance, the Indenture
and the Lease, executed by the appropriate officers or officials of the Issuer, shall be delivered
to the Purchaser by the Issuer at the Closing Time.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;There is no action, suit, proceeding, inquiry or investigation at law or in equity or
before or by any court, public board or body pending or, to the knowledge of the Issuer, threatened
against or affecting it (or, to its knowledge, any basis therefor) wherein an unfavorable decision,
ruling or finding would adversely affect the transactions contemplated by this Agreement or would
adversely affect the validity of the Bond Documents or any agreement or instrument to which the
Issuer is a party and which is used or contemplated for use in the consummation of the transactions
contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Any certificate signed by any authorized officer or official of the Issuer and delivered
to the Purchaser in connection with the transactions contemplated by this Agreement shall be deemed
a representation by the Issuer to the Purchaser as to the statements made therein.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;When delivered to and paid for by the Purchaser in accordance with the provisions of this
Agreement and authenticated in accordance with the provisions of the Indenture, the Bonds will have
been duly authorized, executed, issued and delivered; the Bonds will constitute valid and binding
limited obligations of the Issuer payable solely and only from the revenues specified in the
Indenture and in conformity with, and entitled to the benefits and security of, the Indenture and
all action taken by the Issuer in connection therewith shall be in conformity with the Act.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;The execution and delivery of this Agreement, the Bonds and the other documents to be
executed by the Issuer in compliance with the provisions hereof and thereof will not conflict with
or constitute a breach of or default under any agreement or other instrument to which the Issuer is
a party or any existing law, administrative regulation, court order or consent decree to which the
Issuer is subject.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;The Issuer will cause the cash proceeds, if any, from the sale of the Bonds to be
deposited as required by the Indenture and used for the purposes set forth in the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;No additional or further approval, consent or authorization of any governmental or public
agency or authority not already obtained by the Issuer is required in connection with the issuance
and sale of the Bonds or entering into and performing the obligations of the Issuer under this
Agreement, the Bonds or the other documents to be executed by the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2. <B>Representations of the Purchaser.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">The Purchaser makes the following representations as of the Closing:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The statements and information relating to the Bonds, the Purchaser, the anticipated
sources and use of funds to be applied in connection with the issuance of the Bonds, and the Leased
Property are true and correct in all material respects and do not omit any material fact necessary
to make the statements made therein, in light of the circumstances under which they were made, not
misleading.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Purchaser is a duly formed nonprofit cooperative marketing association existing and
in good standing under the laws of the State of Kansas.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Purchaser has full power and authority to enter into, execute and deliver the Lease
and this Agreement, and to perform its obligations thereunder and hereunder, all of which have been
duly authorized by all proper and necessary corporate action, and no consent or approval of parties
not signatories to this Agreement or of any public authority other than the Issuer is necessary to
carry out the same.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;The execution, delivery and performance by the Purchaser of the documents and agreements
required to be executed by the Purchaser will not conflict with or constitute a material violation
or breach of or a default under its articles of incorporation and bylaws, or any mortgage,
indenture, deed of trust, contract, instrument or agreement binding on it or affecting its
property, or any provision of law or order, rule, regulation, ordinance or decree of any court,
government or governmental body having jurisdiction over the Purchaser or any of its property.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;To the actual knowledge of the officer of the Purchaser signing this Agreement, there is
no litigation, proceeding or investigation by or before any court, public board or body, pending,
or threatened, against or affecting the Purchaser, its officers or property, challenging the
validity of the Lease, the Indenture or this Agreement, or seeking to enjoin any of the
transactions contemplated by such instruments or the performance by the Purchaser of its
obligations thereunder or hereunder, or challenging the acquisition or operation of the Leased
Property.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3. <B>Other Representations, Warranties, Covenants and Agreements of the Purchaser.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">By the execution hereof Purchaser hereby represents, warrants and agrees with the Issuer that:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Purchaser is knowledgeable and experienced in financial and business matters and is
capable of evaluating investment merit and risks associated with its purchase of the Bonds.
Purchaser has been furnished and has reviewed the provisions of the Ordinance, the Indenture and
the Lease relating to the authorization of and security for payment of the Bonds. Prior to the
execution hereof Purchaser also obtained such information and conducted such investigations as it
has deemed necessary in order to enable itself to fully evaluate the terms and provisions of the
Bonds, of the Ordinance, and of the Indenture and the Lease authorizing their issuance and
providing for the payment thereof and the financial and investment merits and risks associated with
the purchase of the Bonds. On the basis of such information materials and Purchaser&#146;s
investigation, Purchaser has made the decision to purchase the Bonds and has not relied upon any
representations of the Issuer or any of its officers or employees with respect to the Bonds or
security for payment of the Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Purchaser is purchasing the Bonds as an investment for its own account and not with a
view to the sale, redistribution or other disposition thereof in the ordinary course of business in
a transaction not amounting to a public offering as contemplated by Section&nbsp;4(2) of the Securities
Act of 1933, as amended. Purchaser acknowledges that (1)&nbsp;the Bonds will not be registered under
the Securities Act of 1933, as amended or any applicable state securities law, (2)&nbsp;the Bonds may
not be transferred unless, in the opinion of Klenda, Mitchell, Austerman &#038; Zuercher, L.L.C.,
Wichita, Kansas, or other counsel reasonably acceptable to the Trustee, such transfer will not
cause a violation of the Securities Act of 1933, as amended, or any applicable state securities law
or unless there should be a registration statement in effect under the Securities Act of 1933, as
amended, and under any applicable state securities laws requiring a state-level registration
statement with respect to such transfer, and that (3)&nbsp;language consistent with the foregoing
restrictions will appear in the registration and transfer provisions of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4. <B>Purchase, Sale and Delivery of the Bonds.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">On the basis of, and reliance upon, the representations and agreements of the Issuer contained
herein, and in the other documents and agreements referred to herein and subject to the terms and
conditions herein set forth, at the Closing Time the Purchaser agrees to purchase from the Issuer
and the Issuer agrees to sell to the Purchaser the Bonds at 100% of the par principal amount
thereof. The purchase price of the Bonds shall be payable by transfer to the Issuer of absolute
ownership of the real and/or personal property listed in <I>Exhibit&nbsp;A </I>attached (the &#147;Leased
Property&#148;), free and clear of all encumbrances other than the terms of the Lease, by Deed and/or
Bill of Sale warranting title thereto, and all provisions of the Bond Documents concerning the
receipt, transfer, deposit, use, payment, expenditure or any similar action that would apply if the
purchase price were paid in cash shall be construed accordingly. Notwithstanding the transfer of
the Leased Property to the Issuer, the Issuer and the Purchaser intend that the Purchaser shall
continue to be the owner of the Leased Property for federal and state income tax purposes.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Bonds shall be issued under and secured as provided in the Ordinance and the Indenture and
the Bonds shall be in the amount and shall mature and bear interest at the rate and be subject to
the redemption as set forth in the Indenture. Proceeds of the Bonds shall be expended to pay, or
reimburse the Purchaser for payment of, costs of the Leased Property as provided in the Indenture
and the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Payment for the Bonds shall be made by delivering the Deed and/or Bill of Sale heretofore
referred to the Trustee for the account of the Issuer, at its corporate trust office in Kansas
City, Kansas, by 10:00&nbsp;a.m., Central Time on December&nbsp;18, 2006, or at such other place or on such
other date and at such hour on such other date as the Issuer and the Purchaser shall mutually
agree. The date of such delivery and payment is herein called the &#147;Closing Date,&#148; and the time and
date of such delivery and payment is herein called the &#147;Closing Time&#148;. The Bonds shall be
available for examination by the Purchaser at least 24 hours prior to the Closing Time.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5. <B>Conditions to the Purchaser&#146;s Obligations.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">The Purchaser&#146;s obligations hereunder shall be subject to the due performance by the Issuer of
its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the
accuracy of and compliance with the representations and warranties of the Issuer contained herein,
as of the date hereof and as of the Closing Time, and are also subject to the following conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;&nbsp;The Ordinance shall have been duly passed, signed and published and the Bonds, this
Agreement, the Indenture and the Lease shall have been duly authorized, executed and delivered
substantially in the forms heretofore approved by the Purchaser and Issuer with only such changes
therein as the Purchaser and the Issuer shall mutually agree.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;&nbsp;At the Closing Time, the Purchaser shall receive:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;The opinions dated as of the Closing Date and addressed to the Purchaser of (1)&nbsp;Gilmore &#038;
Bell, P.C., Bond Counsel and (2)&nbsp;the City Attorney (or other counsel) for the Issuer, all in forms
reasonably acceptable to counsel for the Purchaser.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;A certificate, in form and substance satisfactory to the Purchaser, of the Mayor of the
Issuer or any duly authorized officer or official of the Issuer satisfactory to the Purchaser,
dated as of the Closing Date, to the effect that: (1)&nbsp;each of the Issuer&#146;s representations
contained herein is true and correct as of the Closing Time; (2)&nbsp;the Issuer has authorized, by all
necessary action, the adoption and due performance of the Ordinance; (3)&nbsp;the Issuer has authorized,
by all necessary action, the execution, delivery and due performance of the Bond Documents to which
it is a party; (4)&nbsp;no litigation is pending, or to his or her knowledge threatened, to restrain or
enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity
of the Bond Documents or the existence or powers of the Issuer or its right to lease the Leased
Property to the Purchaser; and (5)&nbsp;the Bond Documents, executed by the Issuer, are in the forms, or
in substantially the forms, approved for such execution by appropriate proceedings of the governing
body of the Issuer and (6)&nbsp;the Issuer is not in default under any of the Bond Documents.


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;Such additional certificates and other documents as the Purchaser may reasonably
request to evidence performance of or compliance with the provisions of this Agreement and the
transactions contemplated hereby, all such certificates and other documents to be satisfactory in
form and substance to the Purchaser.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;At the Closing Time, the Purchaser shall continue in possession of the Leased Property
under the terms of the Lease.



<P align="left" style="margin-left:4%; font-size: 12pt">Section&nbsp;6. <B>The Purchaser&#146;s Right to Cancel.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">The Purchaser shall have the right to cancel its obligation to purchase the Bonds hereunder by
notifying the Issuer in writing or by telefax of its election so to do between the date hereof and
the Closing Time.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7. <B>Conditions of City&#146;s Obligations.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">The obligations of the Issuer hereunder are subject to the Purchaser&#146;s performance of its
obligations hereunder, and the further condition that at the Closing Time each of the conditions to
the Purchaser&#146;s obligations hereunder set forth in Section&nbsp;5 hereof shall have been satisfied.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8. <B>Representations and Agreements to Survive Delivery.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">All representations and agreements of the Issuer shall remain in full force and effect,
regardless of any investigations made by or on the Purchaser&#146;s behalf, and shall survive delivery
of the Bonds to the Purchaser.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;9. <B>Payment of Expenses.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">All customary, reasonable and necessary expenses and costs to effect the authorization,
preparation, issuance, delivery and sale of the Bonds (including, without limitation, the fees and
disbursements of bond counsel as set forth in separate letter agreement) and the expenses and costs
for the preparation, photocopying, execution and delivery of the Bond Documents and all other
agreements and documents contemplated hereby shall be paid by the Purchaser.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;10. <B>Notices.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">Any notice or other communication to be given to the Issuer under this Agreement may be given
by mailing or delivering the same in writing to the City of McPherson, Kansas, Attn: City Clerk,
400 E. Kansas Avenue, McPherson, Kansas 67460; any notice or other communication to be given to
the Purchaser under this Agreement may be given by delivering the same in writing to National
Cooperative Refinery Association, P.O. Box 1404, McPherson, Kansas 67460, Attn:&nbsp;Vice President -
Finance.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;11. <B>Applicable Law; Nonassignability.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">This Agreement shall be governed by the laws of the State of Kansas. This Agreement shall not
be assigned by the Issuer. All covenants and agreements in this Agreement shall be binding upon
and inure to the benefit of the respective successors and permitted assigns of the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;12. <B>Execution of Counterparts.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">This Agreement may be executed in several counterparts, each of which shall be regarded as an
original and all of which shall constitute one and the same document.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;13. <B>Amendment.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">This Agreement may not be changed orally but only by an agreement in writing signed by each of
the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>EXECUTED, </B>effective as of the date first above written.


<P align="left" style="font-size: 12pt; text-indent: 27%"><B>CITY OF MCPHERSON, KANSAS</B>


<P align="left" style="font-size: 12pt">&#091;SEAL&#093; By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 16%">Mayor


<P align="left" style="font-size: 12pt">Attest:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 8%">City Clerk


<P align="center" style="font-size: 12pt">&#091;The remainder of this page intentionally left blank&#093;




<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="font-size: 12pt; text-indent: 23%"><B>NATIONAL COOPERATIVE REFINERY</B>


<P align="left" style="font-size: 12pt; text-indent: 23%"><B>ASSOCIATION</B>

<DIV align="center">
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    <TD width="14%">&nbsp;</TD>
</TR>

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    <TD colspan="3" valign="top" align="left">By:_________________________________<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Name: John G. Buehrle<BR>
Title:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
Vice President &#151; Finance
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#147;Purchaser&#148;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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<P align="left" style="font-size: 10pt; text-indent: 36%"><FONT style="font-size: 12pt">GILMORE &#038; BELL, P.C.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 41%">Execution Copy


<P align="center" style="font-size: 12pt"><B>CITY OF MCPHERSON, KANSAS</B>



<P align="center" style="font-size: 12pt"><B>AS ISSUER</B>



<P align="center" style="font-size: 12pt"><B>AND</B>



<P align="center" style="font-size: 12pt"><B>SECURITY BANK OF KANSAS CITY<BR>
KANSAS CITY, KANSAS</B>



<P align="center" style="font-size: 12pt"><B>AS TRUSTEE</B>



<P align="center" style="font-size: 12pt"><B>TRUST INDENTURE</B>



<P align="center" style="font-size: 12pt"><B>DATED AS OF THE ISSUE DATE OF THE BONDS</B>



<P align="center" style="font-size: 12pt"><B>$325,000,000<BR>
TAXABLE INDUSTRIAL REVENUE BONDS<BR>
SERIES 2006<BR>
(NATIONAL COOPERATIVE REFINERY ASSOCIATION)</B>



<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B>TRUST INDENTURE</B>



<P align="center" style="font-size: 12pt">Table of Contents



<P align="left" style="font-size: 12pt; text-indent: 47%"><U>Page</U>

<DIV align="center">
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    <TD width="1%">&nbsp;</TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Parties</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Recitals</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Granting Clauses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
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<P align="center" style="font-size: 12pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 12pt"><B>DEFINITIONS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;101. Definitions of Words and Terms
<BR>
Section&nbsp;102. Rules of Interpretation


<P align="center" style="font-size: 12pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 12pt"><B>THE BONDS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;201. Title and Amount of Bonds
<BR>
Section&nbsp;202. Limited Nature of Obligations
<BR>
Section&nbsp;203. Denomination, Numbering and Dating of Bonds
<BR>
Section&nbsp;204. Method and Place of Payment of Bonds
<BR>
Section&nbsp;205. Execution and Authentication of Bonds
<BR>
Section&nbsp;206. Registration, Transfer and Exchange of Bonds
<BR>
Section&nbsp;207. Persons Deemed Owners of Bonds
<BR>
Section&nbsp;208. Authorization of Series&nbsp;2006 Bonds
<BR>
Section&nbsp;209. Authorization of Additional Bonds
<BR>
Section&nbsp;210. Temporary Bonds
<BR>
Section&nbsp;211. Mutilated, Lost, Stolen or Destroyed Bonds
<BR>
Section&nbsp;212. Cancellation and Destruction of Bonds Upon Payment


<P align="center" style="font-size: 12pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 12pt"><B>REDEMPTION OF BONDS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;301. Redemption of Bonds Generally
<BR>
Section&nbsp;302. Redemption of Series&nbsp;2006 Bonds
<BR>
Section&nbsp;303. Section of Bonds to be Redeemed
<BR>
Section&nbsp;304. Trustee&#146;s Duty to Redeem Bonds
<BR>
Section&nbsp;305. Notice of Redemption
<BR>
Section&nbsp;306. Effect of Call for Redemption


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 12pt"><B>FORM OF BONDS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;401. Forms Generally
<BR>
Section&nbsp;402. Form of Bond Counsel&#146;s Approving Opinion


<P align="center" style="font-size: 12pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 12pt"><B>CUSTODY AND APPLICATION OF BOND PROCEEDS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;501. Creation of Project Fund
<BR>
Section&nbsp;502. Deposits into the Project Fund
<BR>
Section&nbsp;503. Disbursements from the Project Fund
<BR>
Section&nbsp;504. Disposition Upon Completion of the Leased Property
<BR>
Section&nbsp;505. Disposition Upon Acceleration


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 12pt"><B>REVENUES AND FUNDS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;601. Creation of the Debt Service Fund
<BR>
Section&nbsp;602. Deposits into the Debt Service Fund
<BR>
Section&nbsp;603. Application of Moneys in the Debt Service Fund
<BR>
Section&nbsp;604. Payments Due on Saturdays, Sundays and Holidays
<BR>
Section&nbsp;605. Nonpresentation of Bonds


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 12pt"><B>SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;701. Moneys to be Held in Trust
<BR>
Section&nbsp;702. Investment of Moneys in Funds
<BR>
Section&nbsp;703. Record Keeping


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 12pt"><B>GENERAL COVENANTS AND PROVISIONS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;801. Payment of Principal of, Premium, if any, and Interest on the Bonds
<BR>
Section&nbsp;802. Authority to Execute Indenture and Issue Bonds
<BR>
Section&nbsp;803. Performance of Covenants
<BR>
Section&nbsp;804. Instruments of Further Assurance
<BR>
Section&nbsp;805. Maintenance, Taxes and Insurance
<BR>
Section&nbsp;806. Inspection of Project Books
<BR>
Section&nbsp;807. Enforcement of Rights Under the Lease
<BR>
Section&nbsp;808. Possession and Use of Leased Property


<P align="center" style="font-size: 12pt"><B>ARTICLE IX</B>



<P align="center" style="font-size: 12pt"><B>REMEDIES ON DEFAULT</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;901. Acceleration of Maturity in Event of Default
<BR>
Section&nbsp;902. Exercise of Remedies by the Trustee
<BR>
Section&nbsp;903. Limitation on Exercise of Remedies by Bondowners
<BR>
Section&nbsp;904. Right of Bondowners to Direct Proceedings
<BR>
Section&nbsp;905. Remedies Cumulative
<BR>
Section&nbsp;906. Waivers of Events of Default
<BR>
Section&nbsp;907. Application of Money Received after Event of Default


<P align="center" style="font-size: 12pt"><B>ARTICLE X</B>



<P align="center" style="font-size: 12pt"><B>THE TRUSTEE</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;1001. Acceptance of the Trusts
<BR>
Section&nbsp;1002. Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs and Additional
Rent
<BR>
Section&nbsp;1003. Notice to Bondowners if Default Occurs
<BR>
Section&nbsp;1004. Intervention by the Trustee
<BR>
Section&nbsp;1005. Successor Trustee Upon Merger; Consolidation or Sale
<BR>
Section&nbsp;1006. Resignation of Trustee
<BR>
Section&nbsp;1007. Removal of Trustee
<BR>
Section&nbsp;1008. Qualifications of Successor Trustee
<BR>
Section&nbsp;1009. Vesting of Trusts in Successor Trustee
<BR>
Section&nbsp;1010. Right of Trustee to Pay Taxes and Other Charges
<BR>
Section&nbsp;1011. Trust Estate May Be Vested in Co-trustee
<BR>
Section&nbsp;1012. Annual Accounting
<BR>
Section&nbsp;1013. Recordings and Filings
<BR>
Section&nbsp;1014. Performance of Duties under the Lease


<P align="center" style="font-size: 12pt"><B>ARTICLE XI</B>



<P align="center" style="font-size: 12pt"><B>SUPPLEMENTAL INDENTURES</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;1101. Supplemental Indentures Not Requiring Consent of Bondowners
<BR>
Section&nbsp;1102. Supplemental Indentures Requiring Consent of Bondowners
<BR>
Section&nbsp;1103. Tenant&#146;s Consent to Supplemental Indentures


<P align="center" style="font-size: 12pt"><B>ARTICLE XII</B>



<P align="center" style="font-size: 12pt"><B>LEASE AMENDMENTS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;1201. Lease Amendments


<P align="center" style="font-size: 12pt"><B>ARTICLE XIII</B>



<P align="center" style="font-size: 12pt"><B>SATISFACTION AND DISCHARGE OF INDENTURE</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;1301. Satisfaction and Discharge of the Indenture
<BR>
Section&nbsp;1302. Bonds Deemed to be Paid


<P align="center" style="font-size: 12pt"><B>ARTICLE XIV</B>



<P align="center" style="font-size: 12pt"><B>MISCELLANEOUS PROVISIONS</B>




<P align="left" style="margin-left:1%; font-size: 12pt">Section&nbsp;1401. Consents and Other Instruments by Bondowners
<BR>
Section&nbsp;1402. Limitation of Rights Under the Indenture
<BR>
Section&nbsp;1403. Notices
<BR>
Section&nbsp;1404. Suspension of Mail Service
<BR>
Section&nbsp;1405. Severability
<BR>
Section&nbsp;1406. Execution in Counterparts
<BR>
Section&nbsp;1407. Governing Law

<DIV align="center">
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    <TD width="1%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Signatures and Acknowledgments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Schedule&nbsp;I, Description of Property</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">S-1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Appendix&nbsp;A, Form of Bonds</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">A-1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Appendix&nbsp;B, Glossary of Words and Terms</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">B-1</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B>TRUST INDENTURE</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>THIS TRUST INDENTURE, </B>dated as of the Issue Date of the Series&nbsp;2006 Bonds (the&nbsp;&#147;Indenture&#148;),
between the City of McPherson, Kansas (the &#147;Issuer&#148;), and Security Bank of Kansas City, Kansas
City, Kansas (the &#147;Trustee&#148;);


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WITNESSETH:</B>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS, </B>the Issuer is authorized by K.S.A. 12-1740 <I>et seq.</I>, as amended (the &#147;Act&#148;), to
acquire, construct, improve and equip certain facilities (as defined in the Act) for commercial,
industrial and manufacturing purposes, and to enter into leases and lease-purchase agreements with
any person, firm or corporation for said facilities, and to issue revenue bonds for the purpose of
paying the cost of any such facilities; and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS, </B>pursuant to such authorization, the Issuer&#146;s governing body has passed an ordinance
authorizing the Issuer to issue its Taxable Industrial Revenue Bonds, Series&nbsp;2006 (National
Cooperative Refinery Association), in the principal amount of $325,000,000 (the &#147;Series&nbsp;2006
Bonds&#148;), for the purpose of acquiring, constructing and installing certain facilities, machinery
and equipment to enable production of ultra-low-sulfur gasoline and diesel fuel products
(the&nbsp;&#147;Leased Property&#148; as hereinafter more fully described), and authorizing the Issuer to lease
the Leased Property to National Cooperative Refinery Association, a Kansas cooperative association
(the &#147;Tenant&#148;); and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS, </B>pursuant to such ordinance, the Issuer is authorized (i)&nbsp;to execute and deliver this
Indenture for the purpose of issuing and securing the Series&nbsp;2006 Bonds and any Additional Bonds
(collectively the &#147;Bonds&#148;), as hereinafter provided, and (ii)&nbsp;to enter into a Lease of even date
herewith (the &#147;Lease&#148;), between the Issuer and the Tenant, pursuant to which Issuer shall lease the
Leased Property to the Tenant, in consideration of rentals which are intended to be sufficient to
provide for the payment of the principal of, premium, if any, and interest on the Series&nbsp;2006 Bonds
as the same become due; and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS, </B>all things necessary to make the Series&nbsp;2006 Bonds, when authenticated by the Trustee
and issued as provided in this Indenture, the valid and legally binding limited obligations of the
Issuer, and to make this Indenture a valid and legally binding pledge and assignment of the Trust
Estate herein made for the security of the payment of the principal of, premium, if any, and
interest on the Bonds issued hereunder, have been done and performed, and the execution and
delivery of this Indenture and the execution and issuance of the Series&nbsp;2006 Bonds, subject to the
terms hereof, have in all respects been duly authorized;


<P align="center" style="font-size: 12pt"><B>NOW, THEREFORE, THIS INDENTURE WITNESSETH:</B>



<P align="center" style="font-size: 12pt"><B>GRANTING CLAUSES</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">That the Issuer, in consideration of the premises, the acceptance by the Trustee of the trusts
hereby created, the purchase and acceptance of the Series&nbsp;2006 Bonds by the Tenant, as Original
Purchaser thereof, and of other good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest
on all of the Bonds issued and Outstanding under this Indenture from time to time according to
their tenor and effect, and to secure the performance and observance by the Issuer of all the
covenants, agreements and conditions herein and in the Bonds contained, does hereby pledge and
assign unto the Trustee and its successors and assigns, and grant to the Trustee and its successors
and assigns a security interest in the property described in paragraphs (a), (b)&nbsp;and (c)&nbsp;below
(said&nbsp;property being herein referred to as the &#147;Trust Estate&#148;), to wit:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;&nbsp;The property or interests therein situated in McPherson County, Kansas, described in
<I>Schedule&nbsp;I </I>attached hereto and constituting the Leased Property (as defined herein), now or
hereafter located thereon, to the extent and subject to the limitations provided in the Lease, with
the tenements, hereditaments, appurtenances, rights, privileges and immunities thereunto belonging
or appertaining.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;&nbsp;All right, title and interest of the Issuer in, to and under the Lease (except the
Issuer&#146;s right to indemnity thereunder), and all rents, revenues and receipts derived by the Issuer
from the Leased Property including, without limitation, all Basic Rent derived by the Issuer under
and pursuant to and subject to the provisions of the Lease; provided that the pledge and assignment
hereby made shall not impair or diminish the obligations of the Issuer under the provisions of the
Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;&nbsp;All moneys and securities held by the Trustee under the terms of this Indenture, and any
and all other real or personal property of every kind and nature from time to time hereafter, by
delivery or by writing of any kind, pledged, assigned or transferred as and for additional security
hereunder by the Issuer, by the Tenant or by anyone in their behalf, or with their written consent,
to the Trustee, which is hereby authorized to receive any and all such property at any and all
times and to hold and apply the same subject to the terms hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>TO HAVE AND TO HOLD, </B>all and singular, the Trust Estate with all rights and privileges hereby
pledged and assigned, or agreed or intended so to be, to the Trustee and its successors in trust
and assigns;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN TRUST NEVERTHELESS, </B>upon the terms and subject to the conditions herein set forth, for (i)
the equal and proportionate benefit, protection and security of the Series&nbsp;2006 Bonds (herein
defined) and any Additional Bonds issued and Outstanding under this Indenture, without preference,
priority or distinction as to lien or otherwise of any of the Bonds (herein defined) over any other
of the Bonds except as expressly provided in or permitted by this Indenture;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>PROVIDED, HOWEVER, </B>that if the Issuer shall pay, or cause to be paid, the principal of,
premium, if any, and interest on all the Bonds, at the times and in the manner mentioned in the
Bonds according to the true intent and meaning thereof, or shall provide for the payment thereof
(as provided in <I>Article&nbsp;XIII </I>hereof), and shall pay or cause to be paid to the Trustee all other
sums of money due or to become due to it in accordance with the terms and provisions hereof, then
upon such final payments this Indenture and the rights hereby granted shall cease, determine and be
void; otherwise, this Indenture shall be and remain in full force and effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>THIS INDENTURE FURTHER WITNESSETH, </B>and it is hereby expressly declared, covenanted and agreed
by and between the parties hereto, that all Bonds issued and secured hereunder are to be issued,
authenticated and delivered and that all the Trust Estate is to be held and applied under, upon and
subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as
hereinafter expressed, and the Issuer does hereby agree and covenant with the Trustee and with the
respective Owners from time to time of the Bonds, as follows:


<P align="center" style="font-size: 12pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 12pt"><B>DEFINITIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;101.&nbsp;&nbsp;<B>Definitions of Words and Terms. </B>In addition to the words and terms defined
elsewhere in this Indenture, the capitalized words and terms used in this Indenture and in the
Lease shall have the meanings assigned in the Glossary attached hereto as <I>Appendix&nbsp;B</I>, unless some
other meaning is plainly intended.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;102.&nbsp;&nbsp;<B>Rules of Interpretation.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Words of the masculine gender shall be deemed and construed to include correlative words
of the feminine and neuter genders. Unless the context shall otherwise indicate, the words
importing the singular number shall include the plural and vice versa, and words importing persons
shall include firms, associations, trusts and corporations, including public bodies, as well as
natural persons.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Wherever in this Indenture it is provided that either party shall or will make any
payment or perform or refrain from performing any act or obligation, each such provision shall,
even though not so expressed, be construed as an express covenant to make such payment or to
perform, or not to perform, as the case may be, such act or obligation.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;All references in this instrument to designated &#147;Articles&#148;, &#147;Sections&#148; and other
subdivisions are, unless otherwise specified, to the designated Articles, Sections and subdivisions
of this instrument as originally executed. The words &#147;herein&#148;, &#147;hereof&#148;, &#147;hereunder&#148; and other
words of similar import refer to this Indenture as a whole and not to any particular Article,
Section or subdivision.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;The Table of Contents and the Article and Section headings of this Indenture shall not be
treated as a part of this Indenture or as affecting the true meaning of the provisions hereof.


<P align="center" style="font-size: 12pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 12pt"><B>THE BONDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;201.&nbsp;&nbsp;<B>Title and Amount of Bonds. </B>No Bonds may be issued under this Indenture except
in accordance with the provisions of this Article. The Bonds authorized to be issued under this
Indenture shall be designated as &#147;City of McPherson, Kansas Taxable Industrial Revenue Bonds,
Series&nbsp;2006 (National Cooperative Refinery Association),&#148; with such other appropriate particular
designation added to or incorporated in such title for the Bonds of any particular series of
Additional Bonds as the Issuer may determine. The total principal amount of Bonds that may be
issued hereunder is hereby expressly limited to the $325,000,000 principal amount of Series&nbsp;2006
Bonds and any Additional Bonds permitted hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;202.&nbsp;&nbsp;<B>Limited Nature of Obligations.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;The Bonds and the interest thereon shall be limited obligations of the Issuer payable
solely and only from the net earnings and revenues derived by the Issuer from the Leased Property,
including but not limited to the rents, revenues and receipts under the Lease, and are secured by a
pledge and assignment of the Trust Estate to the Trustee in favor of the Bondowners, as provided in
this Indenture. The Bonds and the interest thereon shall not be a debt or general obligation of
the Issuer or the State, or any municipal corporation thereof, and neither the Bonds, the interest
thereon, nor any judgment thereon or with respect thereto, are payable in any manner from tax
revenues of any kind or character. The Bonds shall not constitute an indebtedness or a pledge of
the faith and credit of the Issuer, the State or any municipal corporation thereof, within the
meaning of any constitutional or statutory limitation or restriction.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;No provision, covenant or agreement contained in this Indenture or the Bonds, or any
obligation herein or therein imposed upon the Issuer, or the breach thereof, shall constitute or
give rise to or impose upon the Issuer a pecuniary liability or a charge upon its general credit or
powers of taxation. In making the agreements, provisions and covenants set forth in this
Indenture, the Issuer has not obligated itself except with respect to the Leased Property and the
application of the payments, revenues and receipts therefrom as hereinabove provided. Neither the
officers of the Issuer nor any person executing the Bonds shall be liable personally on the Bonds
by reason of the issuance thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;203.&nbsp;&nbsp;<B>Denomination, Numbering and Dating of Bonds.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;The Bonds shall be fully registered Bonds in the denomination of $5,000 or any integral
multiple thereof not exceeding the principal amount of the Bonds maturing on any Principal Payment
Date. The Bonds shall be substantially in the form set forth in <I>Article&nbsp;IV </I>of this Indenture. The
Bonds of each series of Bonds shall be numbered in such manner as the Trustee shall determine.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;The Bonds of each series of Bonds shall be dated as provided in this Indenture or the
Supplemental Indenture authorizing the issuance of such series of Bonds. The Bonds shall bear
interest from their effective date of registration. The effective date of registration shall be the
Interest Payment Date next preceding the date of authentication thereof by the Trustee, unless such
date of authentication shall be an Interest Payment Date, in which case the effective date of
registration shall be as of such date of authentication, or unless the date of authentication shall
be prior to the first Interest Payment Date for such series of Bonds, in which case the effective
date of registration shall be the Issue Date of such series of Bonds; provided, however, that if
payment of the interest on any Bonds of any series shall be in default at the time of
authentication of any Bond certificates issued in lieu of Bonds surrendered for transfer or
exchange, the effective date of registration shall be as of the date to which interest has been
paid in full on the Bonds surrendered.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;204.&nbsp;&nbsp;<B>Method and Place of Payment of Bonds. </B>Payment of interest on each Bond shall be
made by the Trustee on each Payment Date to the person appearing on the registration books of the
Issuer maintained by the Trustee as the registered owner thereof by check or draft mailed to such
Bondowner at the address appearing on such registration books. With respect to Bonds issued in the
name of the Depository Trust Company or its nominee (the &#147;DTC&#148;) or registered in its nominee name
&#147;Cede &#038; Co.,&#148; all payments of principal and interest must be transmitted by the Trustee to DTC,
from moneys available for such purpose, so that DTC receives payment in same-day funds by 2:30 p.m.
eastern time on the Payment Date. At the written request of any Owner of at least $100,000 in
principal amount of the Bonds, interest shall be paid to such Owner by electronic transfer to the
address specified by such Owner in writing to the Trustee at least 15&nbsp;days prior to the Record Date
preceding the applicable Interest Payment Date. Any such written request for electronic transfer
shall be signed by such Owner and shall include the name of the bank (which shall be in the
continental United States), its address, its ABA routing number, and the name, number, and contact
name related to such Owner&#146;s account at such bank to which payment is to be credited. Final
payment of principal and redemption premium, if any, on all Bonds shall be made by check or draft
upon the presentation and surrender of the certificate(s) representing such Bonds at the stated
maturity or earlier required redemption thereof at the principal office of the Paying Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;205.&nbsp;&nbsp;<B>Execution and Authentication of Bonds.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;&nbsp;Bond certificates shall be executed on behalf of the Issuer by the manual or facsimile
signature of the Mayor and attested by the manual or facsimile signature of its City Clerk, and
shall have the corporate seal of the Issuer affixed thereto or imprinted thereon. In case any
officer whose signature or facsimile thereof appears on any Bond certificates shall cease to be
such officer before the delivery of such Bonds, such signature or facsimile thereof shall
nevertheless be valid and sufficient for all purposes, the same as if such person had remained in
office until delivery. Any Bond certificate may be signed by such persons as at the actual time of
the execution of such Bond certificate shall be the proper officers to sign although on the date of
issuance of such Bond such persons may not have been such officers.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;&nbsp;The Bonds shall have endorsed thereon a Certificate of Authentication substantially in
the form set forth in <I>Article&nbsp;IV </I>hereof, which shall be manually executed by the Trustee. No Bond
shall be entitled to any security or benefit under this Indenture or shall be valid or obligatory
for any purpose unless and until such Certificate of Authentication shall have been duly executed.
Such executed Certificate of Authentication upon any Bond certificate shall be conclusive evidence
that the Bonds described in such Bond certificate have been duly authenticated and delivered under
this Indenture. The Certificate of Authentication on any Bond certificate shall be deemed to have
been duly executed if signed by any authorized officer or employee of the Trustee, but it shall not
be necessary that the same officer or employee sign the Certificate of Authentication on all of the
Bond certificates that may be delivered hereunder at any one time.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;206.&nbsp;&nbsp;<B>Registration, Transfer and Exchange of Bonds.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;The Trustee shall keep books for the registration and for the transfer of the Series&nbsp;2006
Bonds and any Additional Bonds as provided in this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Bonds may be transferred only upon the books maintained by Trustee for the registration
and transfer of Bonds upon surrender of the certificate(s) representing such Bonds to the Trustee
duly endorsed for transfer or accompanied by an assignment duly executed by the Bondowner or his
attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any
such transfer, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange
for such Bonds new Bond certificate(s), registered in the name of the transferee, of any
denomination or denominations authorized by this Indenture in an aggregate principal amount equal
to the principal amount of such Bonds, of the same series and maturity and bearing interest at the
same rate. In the event that any Bondowner fails to provide a certified taxpayer identification
number to the Trustee, the Trustee may make a charge against such Bondowner sufficient to pay any
governmental charge required to be paid as a result of such failure.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;In all cases in which Bonds shall be exchanged or transferred hereunder, the Issuer shall
execute and the Trustee shall authenticate and deliver at the earliest practicable time Bond
certificates in accordance with the provisions of this Indenture. All Bond certificates
surrendered in any such exchange or transfer shall forthwith be canceled by the Trustee. The Issuer
or the Trustee may make a charge for every such exchange or transfer of Bonds sufficient to
reimburse it for any tax, fee or other governmental charge required to be paid with respect to such
exchange or transfer, and such charge shall be paid by the Bondowner before any such new Bond
certificate shall be delivered. Neither the Issuer nor the Trustee shall be required to make any
such exchange or transfer of Bonds on or after the Record Date preceding a Payment Date on the
Bonds or, in the case of any proposed redemption of Bonds, during the 15&nbsp;days immediately preceding
the selection of Bonds for such redemption or after such Bonds or any portion thereof has been
selected for redemption.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;Any proposed transfer of Series&nbsp;2006 Bonds shall be made by the Trustee only upon
delivery to the Trustee, the Issuer and the Tenant of an opinion of counsel to the proposed
transferor either (1)&nbsp;that the proposed transfer is a part of a transaction exempt from the
application of the Securities Act of 1933, as amended (the &#147;1933 Act&#148;), or (2)&nbsp;that the transfer is
a part of a transaction that is in compliance with the registration provisions of the 1933 Act,
which opinion shall be in form and substance acceptable to both the Trustee and the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;Until the date that is nine months after the last sale of the Series&nbsp;2006 Bonds by the
Original Purchaser, transfer of the Series&nbsp;2006 Bonds may be made only to a person resident within
the state of Kansas within the meaning of Rule&nbsp;147 under the Securities Act of 1933, as amended.
Any proposed transfer of Series&nbsp;2006 Bonds within such period shall be made by the Trustee only
upon delivery to the Trustee, the Issuer and the Tenant of an opinion of counsel to the proposed
transferor as to the satisfaction of each of the requirements of Rule 147(e) under the Securities
Act of 1933, as amended, with respect to such proposed transfer, which opinion shall be in form and
substance acceptable to both the Trustee and the Tenant. The Trustee shall be entitled to rely on
a certification by the Tenant that the nine-month period referred to in the first sentence of this
paragraph (d)&nbsp;has passed, without further inquiry, and thereafter the restriction on transfer of
the Series&nbsp;2006 Bonds set forth in this paragraph (d)&nbsp;shall no longer apply.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;All of the duties of the Trustee set forth in this <I>Section&nbsp;206 </I>may be performed by any
co-trustee or co-paying agent appointed by the Trustee, to the extent specified in the instrument
appointing such co-trustee or co-paying agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;207.&nbsp;&nbsp;<B>Persons Deemed Owners of Bonds. </B>The person in whose name any Bond shall be
registered as shown on the registration books required to be maintained by the Trustee by this
Article shall be deemed and regarded as the absolute owner thereof for all purposes. Payment of,
or on account of the principal of and premium, if any, and, interest on any such Bond shall be made
only to or upon the order of such registered Owner or a duly constituted legal representative. All
such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond,
including the interest thereon, to the extent of the sum or sums so paid.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;208.&nbsp;&nbsp;<B>Authorization of Series&nbsp;2006 Bonds.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;There shall be initially issued and secured pursuant to this Indenture, a series of Bonds
in the aggregate principal amount of $325,000,000 for the purpose of providing funds to pay Project
Costs, which series of Bonds shall be designated the &#147;City of McPherson, Kansas, Taxable Industrial
Revenue Bonds, Series&nbsp;2006 (National Cooperative Refinery Association).&#148; The Series&nbsp;2006 Bonds
shall be dated their Issue Date, and shall bear interest on the Outstanding principal amount
thereof at the rate of 4.79% per annum.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Interest on the Bonds shall be payable to the Owners thereof in accordance with the
provisions of <I>Article&nbsp;II </I>hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;The Trustee is hereby designated as the Issuer&#146;s Paying Agent for the payment of the
principal of, premium, if any, and interest on the Series&nbsp;2006 Bonds. The Trustee may appoint one
or more financial institutions to act as co-paying agent for the Series&nbsp;2006 Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;Upon the original issuance and delivery of the Series&nbsp;2006 Bonds, the effective date of
registration thereof shall be their Issue Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;The Series&nbsp;2006 Bonds shall be substantially in the form and manner set forth in <I>Article
IV </I>hereof and delivered to the Trustee for authentication, but prior to or simultaneously with the
authentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the
following:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>An original or certified copy of the ordinance enacted by the
Issuer&#146;s governing body authorizing the issuance of the Series&nbsp;2006 Bonds and
the execution of this Indenture and the Lease.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;An original executed counterpart of this Indenture.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>An original executed counterpart of the Lease.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>An opinion of Bond Counsel to the effect that the Series&nbsp;2006
Bonds constitute valid and legally binding obligations of the Issuer and exempt
from Kansas income taxation, subject to such limitations and restrictions as
shall be described therein.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Such other certificates, statements, receipts and documents as
the Trustee shall reasonably require for the delivery of the Series&nbsp;2006 Bonds.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;When the documents specified in subsection (e)&nbsp;of this Section shall have been filed with
the Trustee, and when certificates representing all the Series&nbsp;2006 Bonds shall have been executed
and authenticated as required by this Indenture, the Trustee shall deliver the Series&nbsp;2006 Bonds to
or upon the order of the Original Purchaser thereof, but only upon payment to the Trustee of the
purchase price of the Series&nbsp;2006 Bonds. The Original Proceeds, including accrued interest and
premium thereon, if any, shall be immediately paid over to the Trustee, and the Trustee shall
deposit and apply such proceeds as provided in <I>Article&nbsp;V </I>hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;209.&nbsp;&nbsp;<B>Authorization of Additional Bonds.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Additional Bonds may be issued under and equally and ratably secured by this Indenture on
a parity with the Series&nbsp;2006 Bonds and any other Additional Bonds Outstanding at any time and from
time to time, upon compliance with the conditions hereinafter provided in this Section, for any of
the following purposes:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;&nbsp;To provide funds to pay the costs of completing the Leased Property, the total of
such costs to be evidenced by a certificate signed by the Authorized Tenant Representative.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;&nbsp;To provide funds to pay all or any part of the costs of repairing, replacing or
restoring the Leased Property in the event of damage, destruction or condemnation thereto or
thereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;&nbsp;To provide funds to pay all or any part of the costs of acquisition, construction
or installation of such additional Leased Property as the Tenant may deem necessary or
desirable and as will not impair the nature of the Leased Property as a &#147;facility&#148; within
the meaning and purposes of the Act.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;&nbsp;To provide funds for refunding all or any part of the Bonds of any series then
Outstanding, including the payment of any premium thereon and interest to accrue to the
designated redemption date and any expenses in connection with such refunding.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Before any Additional Bonds shall be issued under the provisions of this Section, the
Original Purchaser shall give its written consent thereto, and the Issuer&#146;s governing body shall
enact an ordinance (i)&nbsp;authorizing the issuance of such Additional Bonds, fixing the amount and
terms thereof and describing the purpose or purposes for which such Additional Bonds are being
issued or describing the Bonds to be refunded, (ii)&nbsp;authorizing the Issuer to enter into a
Supplemental Indenture for the purpose of providing for the issuance of and securing such
Additional Bonds and, if required, (iii)&nbsp;authorizing the Issuer to enter into a supplemental lease
with the Tenant to provide for rental payments at least sufficient to pay the principal of,
premium, if any, and interest on the Bonds then to be Outstanding (including the Additional Bonds
to be issued) as the same become due, for the acquisition, purchase, construction or installation
of additional Leased Property, for the inclusion of any such addition, expansion or modification as
a part of the Leased Property, and for such other matters as are appropriate because of the
issuance of the Additional Bonds proposed to be issued which, in the judgment of the Issuer, is not
to the prejudice of the Issuer or the owners of the Bonds previously issued.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;Such Additional Bonds shall have the same designation as the Series&nbsp;2006 Bonds, except
for an identifying series letter or date and the addition of the word &#147;Refunding&#148; when applicable,
shall be dated, shall be stated to mature on Principal Payment Dates in such year or years, shall
bear interest at such rate or rates not exceeding the maximum rate then permitted by law, and shall
be redeemable at such times and prices (subject to the provisions of <I>Article&nbsp;III </I>of this
Indenture), all as may be provided by the Supplemental Indenture authorizing the issuance of such
Additional Bonds. Except as to any difference in the date, the maturity or maturities, the rate or
rates of interest or the provisions for redemption, such Additional Bonds shall be on a parity with
and shall be entitled to the same benefit and security of this Indenture as the Series&nbsp;2006 Bonds
and any other Additional Bonds Outstanding at the time of the issuance of such Additional Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;Such Additional Bonds shall be substantially in the form and executed in the manner set
forth in this Article and <I>Article&nbsp;IV </I>hereof and certificates representing such Bonds shall be
deposited with the Trustee for authentication, but prior to or simultaneously with the
authentication and delivery of such Bond certificates by the Trustee, there shall be filed with the
Trustee the following:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;&nbsp;An original or certified copy of the ordinance enacted by the Issuer&#146;s governing
body authorizing the issuance of such Additional Bonds and the execution of such
Supplemental Indenture and the appropriate amendments or supplements to the Lease.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;&nbsp;An original executed counterpart of the Supplemental Indenture providing for the
issuance of the Additional Bonds.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(3)&nbsp;&nbsp;An original executed counterpart of the amendment or supplement to the Lease, if
required.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(4)&nbsp;&nbsp;In the case of Additional Bonds being issued to refund Outstanding Bonds, such
additional documents as shall be reasonably required by the Trustee to establish that
provision has been duly made for the payment of all of the Bonds to be refunded in
accordance with the provisions of <I>Article&nbsp;XIII </I>of this Indenture.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(5)&nbsp;&nbsp;A copy of the written consent of the Original Purchaser.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(6)&nbsp;&nbsp;Such other instructions, certificates, statements, receipts and documents as the
Trustee shall reasonably require for the delivery of such Additional Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;When the documents mentioned in subsection (d)&nbsp;of this Section shall have been filed with
the Trustee, and when such Additional Bonds shall have been executed and authenticated as required
by this Indenture, the Trustee shall deliver such Additional Bonds to or upon the order of the
purchasers thereof, but only upon payment to the Trustee of the purchase price of such Additional
Bonds. The proceeds of the sale of such Additional Bonds, (except Additional Bonds issued to
refund Outstanding Bonds), including accrued interest and premium thereon, if any, shall be
immediately paid over to the Trustee and shall be deposited and applied by the Trustee as provided
in <I>Article&nbsp;V </I>hereof and in the Supplemental Indenture authorizing the issuance of such Additional
Bonds. The proceeds, (excluding accrued interest and premium, if any, which shall be deposited in
the Debt Service Fund) of all Additional Bonds issued to refund Outstanding Bonds shall be
deposited by the Trustee, after payment or making provision for payment of all expenses incident to
such financing, to the credit of a special trust fund, appropriately designated, to be held in
trust for the sole and exclusive purpose of paying the principal of, premium, if any, and interest
on the Bonds to be refunded, as provided in <I>Section&nbsp;1302 </I>hereof and in the Supplemental Indenture
authorizing the issuance of such refunding Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;Except as provided in this Section, the Issuer will not otherwise issue any obligations
ratably secured and on a parity with the Bonds, but the Issuer may issue other obligations
specifically subordinate and junior to the Bonds with the express written consent of the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;210.&nbsp;&nbsp;<B>Temporary Bonds.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Until definitive Bonds of any series are available for delivery, the Issuer may execute,
and upon request of the Issuer, the Trustee shall authenticate and deliver, in lieu of definitive
Bonds, but subject to the same limitations and conditions as definitive Bonds, temporary printed,
engraved, lithographed or typewritten Bonds, in the form of fully registered Bonds in denominations
of $5,000 or any integral multiple thereof, substantially of the tenor hereinabove set forth and
with such appropriate omissions, insertions and variations as may be required with respect to such
temporary Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;If temporary Bonds shall be issued, the Issuer shall cause the definitive Bonds to be
prepared and to be executed and delivered to the Trustee, and the Trustee, upon presentation to it
at its principal office of any temporary Bond shall cancel the same and authenticate and deliver in
exchange therefor, without charge to the Owner thereof, a definitive Bond or Bonds of an equal
aggregate principal amount, of the same series and maturity and bearing interest at the same rate
as the temporary Bond surrendered. Until so exchanged the temporary Bonds shall in all respects be
entitled to the same benefit and security of this Indenture as the definitive Bonds to be issued
and authenticated hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;211.&nbsp;&nbsp;<B>Mutilated, Lost, Stolen or Destroyed Bonds. </B>In the event any Bond certificate
shall become mutilated, or be lost, stolen or destroyed, the Issuer shall execute and the Trustee
shall authenticate and deliver a new Bond certificate of like series, date and tenor as the Bond
certificate mutilated, lost, stolen or destroyed. In the case of any mutilated Bond certificate,
such mutilated Bond shall first be surrendered to the Trustee; and in the case of any lost, stolen
or destroyed Bond certificate, there shall be first furnished to the Issuer and the Trustee
evidence of such loss, theft or destruction satisfactory to the Issuer and the Trustee, together
with indemnity satisfactory to them. In the event any such Bond shall have matured, instead of
issuing a substitute Bond certificate the Issuer may pay or authorize the payment of the same
without surrender thereof. Upon the issuance of any substitute Bond certificate, the Issuer and
the Trustee may require the payment of an amount sufficient to reimburse the Issuer and the Trustee
for any tax or other governmental charge that may be imposed in relation thereto and any other
reasonable fees and expenses incurred in connection therewith.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;212.&nbsp;&nbsp;<B>Cancellation and Destruction of Bonds Upon Payment.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;All Bonds which have been paid or redeemed or which the Trustee has purchased or the
certificates of which have otherwise been surrendered to the Trustee under this Indenture, either
at or before maturity, shall be canceled by the Trustee immediately upon the payment, redemption or
purchase of such Bonds and the surrender of the certificates thereof to the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;All Bonds canceled under any of the provisions of this Indenture shall be delivered by
the Trustee to the Issuer, or, upon request of the Issuer, shall be destroyed by the Trustee. The
Trustee shall execute a certificate in triplicate describing the Bonds so delivered or destroyed,
and shall file executed counterparts of such certificate with the Issuer and the Tenant.


<P align="center" style="font-size: 12pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 12pt"><B>REDEMPTION OF BONDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;301.&nbsp;&nbsp;<B>Redemption of Bonds Generally. </B>The Series&nbsp;2006 Bonds shall be subject to
redemption prior to maturity in accordance with the terms and provisions of this Article.
Additional Bonds shall be subject to redemption prior to maturity in accordance with the terms and
provisions contained in this Article and as may be specified in the Supplemental Indenture
authorizing such Additional Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;302.&nbsp;&nbsp;<B>Redemption of Series&nbsp;2006 Bonds. </B>The Bonds shall be subject to redemption as
follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;<I>Extraordinary Optional Redemption</I>. In the event of a Change of Circumstances, the Series
2006 Bonds shall be subject to redemption and payment prior to the stated maturity thereof, at the
option of the Issuer, upon instructions from the Tenant, on any date at the par value of the
principal amount thereof, plus accrued interest thereon to the redemption date, without premium,
provided all of the Series&nbsp;2006 Bonds are so redeemed and paid according to their terms.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;<I>Optional Redemption</I>. The outstanding principal amount of the Series&nbsp;2006 Bonds shall be
subject to redemption and payment prior to maturity, upon instructions from the Tenant, as a whole
or in part on any date at the redemption price of the par value of the principal amount thereof,
without premium, plus accrued interest thereon to the date fixed for redemption and payment.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;303.&nbsp;&nbsp;<B>Selection of Bonds to be Redeemed.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Bonds shall be redeemed only in the principal amount of $5,000 or integral multiples
thereof. If less than all of the Outstanding Bonds of any series are to be redeemed and paid prior
to maturity, such Bonds shall be redeemed as directed in writing by the Tenant. Bonds of less than
a full maturity are to be selected by the Trustee in such equitable manner as it may determine.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;In the case of a partial redemption of Bonds by lot when Bonds of denominations greater
than $5,000 are then Outstanding, then for all purposes in connection with such redemption each
$5,000 of face value shall be treated as though it was a separate Bond of the denomination of
$5,000. If it is determined that one or more, but not all, of the $5,000 units of face value
represented by any fully registered Bond is selected for redemption, then the Owner of such Bond or
his attorney or legal representative shall forthwith present and surrender such Bond to the Trustee
(1)&nbsp;for payment of the redemption price (including the premium, if any, and interest to the
redemption date) of the $5,000 unit or units of face value called for redemption, and (2)&nbsp;for
exchange, without charge to the Owner thereof, for a new Bond or Bonds of the aggregate principal
amount of the unredeemed portion of the principal amount of such Bond. If the owner of any such
Bond of a denomination greater than $5,000 shall fail to present such Bond to the Trustee for
payment and exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the
redemption date to the extent of the principal amount thereof called for redemption (and to that
extent only).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;304.&nbsp;&nbsp;<B>Trustee&#146;s Duty to Redeem Bonds. </B>The Trustee shall call bonds for mandatory
redemption immediately upon receipt of written advice from the Issuer that the event giving rise to
mandatory redemption has occurred, and stating the redemption date (except with respect to
mandatory redemption of Term Bonds, no further notice of which is required). Upon receipt by the
Trustee of such written advice, if required, and upon its own initiative if not required, the
Trustee shall give at least 30&nbsp;days&#146; written notice of redemption to the Bondowners as provided
herein. The Trustee shall call Bonds for redemption and payment as herein provided and shall give
notice of redemption as provided in <I>Section&nbsp;305 </I>hereof upon receipt by the Trustee at least 45&nbsp;days
prior to the proposed redemption date (unless waived) of a written request of the Issuer together
with a copy of the redemption instructions of the Tenant. Such instructions shall specify the
principal amount and the respective maturities of Bonds to be called for redemption, the applicable
redemption price or prices and the provision or provisions of this Indenture pursuant to which such
Bonds are to be called for redemption. In the event of a mandatory redemption as provided herein,
no request from the Issuer or instructions from the Tenant shall be necessary.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;305.&nbsp;&nbsp;<B>Notice of Redemption. </B>Notice of the call for any redemption identifying the
Bonds or portions thereof to be redeemed shall be given by the Trustee, in the name of the Issuer,
by mailing by first class mail, postage prepaid, a copy of the redemption notice at least 30&nbsp;days
prior to the date fixed for redemption to the Owner of each Bond to be redeemed at the address
shown on the registration books maintained by the Trustee; provided, however, that failure to give
such notice by mailing as aforesaid, or any defect therein, shall not affect the validity of any
proceedings for the redemption of the Bonds. Any notice of redemption shall state the date of
redemption, the place or places at which such Bonds shall be presented for payment, the series,
maturities and numbers of the Bonds or portions of Bonds to be redeemed (and in the case of the
redemption of a portion of any Bond the principal amount thereof being redeemed), the redemption
price and shall state that interest on the Bonds described in such notice will cease to accrue from
and after the redemption date. A copy of each such notice of redemption shall be provided to any
authorized co-paying agent appointed by the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;306.&nbsp;&nbsp;<B>Effect of Call for Redemption. </B>Prior to the date fixed for redemption, funds or
Government Securities maturing on or before the date fixed for redemption shall be deposited with
the Trustee in amounts sufficient to provide for payment of the Bonds called for redemption,
accrued interest thereon to the redemption date and the redemption premium, if any. Upon the
deposit of such funds or Government Securities, and notice having been given as provided in <I>Section
305 </I>hereof, the Bonds or the portions of the principal amount of Bonds thus called for redemption
shall cease to bear interest on the specified redemption date, and shall no longer be entitled to
the protection, benefit or security of this Indenture and shall not be deemed to be Outstanding
under the provisions of this Indenture.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 12pt"><B>FORM OF BONDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;401.&nbsp;&nbsp;<B>Forms Generally. </B>The Series&nbsp;2006 Bonds, and the Trustee&#146;s certificate of
authentication to be endorsed thereon shall be, respectively, in substantially the form set forth
in <I>Appendix&nbsp;A</I>. Any Additional Bonds, and the Trustee&#146;s Certificate of Authentication to be
endorsed thereon shall also be in substantially such form, with such necessary or appropriate
variations, omissions and insertions as are permitted or required by this Indenture or any
Supplemental Indenture. The Bonds may have endorsed thereon such legends or text as may be
necessary or appropriate to conform to any applicable rules and regulations of any governmental
authority or any custom, usage or requirement of law with respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;402.&nbsp;&nbsp;<B>Form of Bond Counsel&#146;s Approving Opinion.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">Bond Counsel&#146;s approving opinion with respect to the authorization and issuance of the Bonds
shall be substantially in form acceptable to Bond Counsel and the Original Purchaser and, if
printed on the Bond certificates, shall be preceded by the following certificate:


<P align="left" style="font-size: 12pt; text-indent: 4%">I, the undersigned, City Clerk of the City of McPherson, Kansas hereby certify that the
following is a true and correct copy of the complete final legal opinion of Gilmore &#038; Bell, P.C.,
Bond Counsel, on the within Bond and the series of which said Bond is a part, except that it omits
the date of such opinion, that said legal opinion was manually executed and was dated and issued as
of the date of delivery of and payment for such Bonds, and is on file with Security Bank of Kansas
City, Kansas City, Kansas.


<P align="left" style="font-size: 12pt; text-indent: 24%"><U> (facsimile signature)</U>


<P align="left" style="font-size: 12pt; text-indent: 23%">City Clerk of the City of


<P align="left" style="font-size: 12pt; text-indent: 23%">McPherson, Kansas


<P align="center" style="font-size: 12pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 12pt"><B>CUSTODY AND APPLICATION OF BOND PROCEEDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;501.&nbsp;&nbsp;<B>Creation of Project Fund. </B>There is hereby established in the custody of the
Trustee a special trust fund in the name of the Issuer to be designated the &#147;City of McPherson,
Kansas Project Fund (National Cooperative Refinery Association).&#148; The Project Fund shall consist
of two accounts: a Project Account and a Costs of Issuance Account. The Trustee may create
separate subaccounts in the Project Account for each series of Bonds issued pursuant to the
Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;502.&nbsp;&nbsp;<B>Deposits into the Project Fund. </B>The following funds shall be paid over to and
deposited by the Trustee into the Project Fund, as and when received:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;The cash proceeds, if any, from the sale of the Series&nbsp;2006 Bonds, excluding such amounts
thereof as are required to be paid into the Debt Service Fund pursuant to <I>Section&nbsp;602 </I>hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;The earnings accrued on the investment of moneys in the Project Fund and required to be
deposited into the Project Fund pursuant to <I>Section&nbsp;702 </I>hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;The proceeds from the sale of any Additional Bonds (except Additional Bonds issued to
refund Outstanding Bonds) (excluding such amounts thereof required to be paid into the Debt Service
Fund pursuant to <I>Section&nbsp;602 </I>hereof).


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;The Net Proceeds of casualty insurance, condemnation awards or title insurance required
to be deposited into the Project Fund pursuant to the Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;Any and all payments from any contractors or other suppliers by way of breach of
contract, refunds or adjustments required to be deposited into the Project Fund pursuant to the
Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;Except as otherwise provided herein or in the Lease, any other money received by or to be
paid to the Trustee from any other source for the purchase or construction of the Leased Property,
or payment of Costs of Issuance, when accompanied by directions by the Tenant that such moneys are
to be deposited into the Project Fund.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;&nbsp;Moneys received for payment of Costs of Issuance shall be deposited in the Costs of
Issuance Account. The balance shall be deposited in the Project Account.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;503.&nbsp;&nbsp;<B>Disbursements from the Project Fund.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;The moneys in the Project Account of the Project Fund shall be disbursed by the Trustee
for the payment of Project Costs (other than Costs of Issuance) in accordance with the provisions
of <I>Article&nbsp;V </I>of the Lease. Costs of Issuance shall be paid from the Costs of Issuance Account of
the Project Fund upon receipt of a properly executed requisition therefor. The Trustee hereby
covenants and agrees to disburse such moneys in accordance with such provisions. If the Issuer so
requests, a copy of each requisition certificate submitted to the Trustee for payment under this
Section shall be promptly provided by the Trustee to the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;The Trustee shall keep and maintain adequate records pertaining to the Project Fund and
all disbursements therefrom, and after the Leased Property has been completed and a certificate of
payment of all costs filed as provided in <I>Section&nbsp;504 </I>hereof, the Trustee shall file a statement of
receipts and disbursements with respect thereto with the Issuer and the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;504.&nbsp;&nbsp;<B>Disposition Upon Completion of the Leased Property. </B>The completion of the
Leased Property and payment of all costs and expenses incident thereto shall be evidenced by the
filing with the Trustee by the Tenant of the Certificate of Completion required by <I>Section&nbsp;5.6 </I>of
the Lease. As soon thereafter as practicable, any balance remaining in the Project Account of the
Project Fund shall without further authorization be deposited in the Debt Service Fund and applied
by the Trustee solely to the payment of principal of the Bonds through the payment or redemption
thereof on any redemption date specified in <I>Section&nbsp;</I><I>302(c)</I> hereof or as otherwise permissible in
the opinion of Bond Counsel. Any amounts remaining in the Costs of Issuance Account 30&nbsp;days prior
to the first Interest Payment Date shall be transferred to the Debt Service Fund as Basic Rent
Credits.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;505.&nbsp;&nbsp;<B>Disposition Upon Acceleration. </B>If the principal of the Bonds shall have become
due and payable pursuant to <I>Section&nbsp;901 </I>of this Indenture, upon the date of payment by the Trustee
of any moneys due as hereinafter provided in <I>Article&nbsp;IX</I>, any balance remaining in the Project Fund
shall, without further authorization, be deposited in the Debt Service Fund by the Trustee.


<P align="center" style="font-size: 12pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 12pt"><B>REVENUES AND FUNDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;601.&nbsp;&nbsp;<B>Creation of the Debt Service Fund. </B>There is hereby directed to be established
in the custody of the Trustee a special trust fund in the name of the Issuer to be designated the
&#147;City of McPherson, Kansas Debt Service Fund for Taxable Industrial Revenue Bonds (National
Cooperative Refinery Association)&#148; (herein called the &#147;Debt Service Fund&#148;). The Trustee may create
separate subaccounts in the Debt Service Fund for each series of Bonds issued pursuant to this
Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;602.&nbsp;&nbsp;<B>Deposits into the Debt Service Fund. </B>The Trustee shall deposit into the Debt
Service Fund, as and when received, the following:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;All accrued interest on the Series&nbsp;2006 Bonds and premium, if any, paid by the Original
Purchaser of the Bonds to be applied to payment of interest on the Series&nbsp;2006 Bonds accruing prior
to the Completion Date.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;If required by a Supplemental Indenture authorizing the issuance of Additional Bonds, an
additional amount from the proceeds of such Additional Bonds, such additional amount not to exceed
the sum which, when added to the accrued interest and premium, if any, received from the sale of
such Additional Bonds, will be sufficient to pay the interest accruing on such Additional Bonds
during the estimated period of construction of the Project Additions financed through the issuance
of such Additional Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;All Basic Rent payable by the Tenant to the Issuer specified in <I>Section&nbsp;3.1 </I>of the Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;Any amount in the Project Fund to be transferred to the Debt Service Fund pursuant to
<I>Section&nbsp;504 </I>hereof upon completion of the Leased Property and any amount remaining in the Project
Fund to be transferred to the Debt Service Fund pursuant to <I>Section&nbsp;509 </I>hereof upon acceleration of
the maturity of the Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;All interest and other income derived from investments of Debt Service Fund moneys as
provided in <I>Section&nbsp;702 </I>hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;All other moneys received by the Trustee under and pursuant to any of the provisions of
the Lease, except Additional Rent, or when accompanied by directions from the person depositing
such moneys that such moneys are to be paid into the Debt Service Fund.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;603.&nbsp;&nbsp;<B>Application of Moneys in the Debt Service Fund.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Except as provided in subsection (d)&nbsp;of this Section, moneys in the Debt Service Fund
shall be expended solely for the payment of the principal of, premium, if any, and interest on the
Outstanding Bonds as the same mature and become due or upon the redemption thereof prior to
maturity.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;The Issuer hereby authorizes and directs the Trustee to withdraw sufficient funds from
the Debt Service Fund to pay the principal of, premium, if any, and interest on the Bonds as the
same become due and payable and to make said funds so withdrawn available to the Paying Agent for
the purpose of paying said principal, premium, if any, and interest.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;The Trustee, upon written direction of the Issuer and the Tenant, shall use any excess
moneys in the Debt Service Fund (other than investment earnings credited to such account) and any
moneys paid to the Trustee for deposit in the Debt Service Fund pursuant to <I>Section&nbsp;17.2 </I>of the
Lease to redeem Outstanding Bonds, interest accruing thereon prior to such redemption, and
redemption premium, if any, in accordance with and to the extent permitted by <I>Article&nbsp;III </I>hereof so
long as the Tenant is not in Default with respect to payments of Basic Rent under the Lease and to
the extent said moneys are in excess of amounts required for payment of Bonds theretofore matured
or called for redemption and past due interest in all cases when such Bonds have not been presented
for payment. The Tenant may also direct such excess moneys in the Debt Service Fund or such part
thereof or other moneys of the Tenant, as the Tenant may direct, to be applied by the Trustee for
the purchase of Bonds in the open market for the purpose of cancellation.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;Any amount remaining in the Debt Service Fund after the principal of, premium, if any,
and interest on the Bonds shall have been paid in full or provision made therefor in accordance
with <I>Article&nbsp;XIII </I>hereof, shall be paid to the Tenant by the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;604.&nbsp;&nbsp;<B>Payments Due on Saturdays, Sundays and Holidays. </B>In any case where the date of
maturity of principal of, premium, if any, or interest on the Bonds or the date fixed for
redemption of any Bonds shall not be a Business Day, then payment of principal, premium, if any, or
interest need not be made on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;605.&nbsp;&nbsp;<B>Nonpresentment of Bonds. </B>In the event that any Bond shall not be presented for
payment when the principal thereof becomes due, either at its stated maturity or at the date called
for redemption, or the Trustee is unable to locate the Owner for the payment of accrued interest or
an accrued interest check remains uncashed, if funds sufficient to pay such Bond and accrued
interest shall have been made available to the Trustee, all liability of the Issuer to the
Bondowner for the payment of such Bond and accrued interest shall cease and be completely
discharged, and the Trustee shall hold such funds, without interest, for the benefit of such
Bondowner, who shall thereafter be restricted exclusively to such funds for any claim on, or with
respect to, such Bond and interest. If any Bond shall not be presented for payment within four
years following the date when it becomes due, whether by maturity or otherwise, or the accrued
interest cannot be paid as set out above, the Trustee shall repay to the Tenant the funds
theretofore held by it for payment of such Bond and interest, and such Bond and interest shall
thereafter be an unsecured obligation of the Tenant, subject to the defense of any applicable
statute of limitation, and the Owner thereof shall be entitled to look only to the Tenant for
payment, and then only to the extent of the amount so repaid, and the Tenant shall not be liable
for any additional interest thereon.


<P align="center" style="font-size: 12pt"><B>ARTICLE VII</B>



<P align="center" style="font-size: 12pt"><B>SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;701.&nbsp;&nbsp;<B>Moneys to be Held in Trust. </B>All moneys deposited with or paid to the Trustee
for the account of any fund or account under any provision of this Indenture, and all moneys
deposited with or paid to the Paying Agent under any provision of this Indenture, shall be held by
the Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of
this Indenture and the Lease and, until used or applied as so provided, shall constitute part of
the Trust Estate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall
be under any liability for interest on any moneys received hereunder except interest earned on
investments made pursuant to <I>Section&nbsp;702 </I>of this Indenture and such other interest as may be agreed
upon.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;702.&nbsp;<B>&nbsp;Investment of Moneys in Funds. </B>Moneys held in the Project Fund and the Debt
Service Fund shall be separately invested and reinvested by the Trustee at the written direction of
the Tenant (or in the absence of such written direction, at the discretion of the Trustee) in
Investment Securities which mature or are subject to redemption by the owner prior to the date such
funds will be needed; provided, however, that such moneys shall not be invested in such manner as
will violate the provisions of <I>Sections&nbsp;703 </I>hereof. Any such Investment Securities shall be held
by or under the control of the Trustee and shall be deemed at all times a part of the fund or
account in which such moneys are originally held, and except as otherwise specifically provided in
this Indenture, the interest accruing thereon and any profit realized from such Investment
Securities shall be credited to and accumulated in such fund or account, and any loss resulting
from such Investment Securities shall be charged to such fund or account. The Trustee shall sell
and reduce to cash a sufficient amount of such Investment Securities whenever the cash balance in
any fund or account is insufficient for the purposes of such fund or account. In determining the
balance in any fund or account, investments in such fund or account shall be valued at the lower of
their original cost or their fair market value as of the most recent Payment Date. The Trustee may
make any and all investments permitted by the provisions of this Section through its own bond
department or short-term investment department. The Trustee shall have no liability for any loss
experienced on any investment made pursuant to this Section.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;703.&nbsp;&nbsp;<B>Record Keeping. </B>The Trustee shall maintain records demonstrating compliance
with the provisions of this Article and with the provisions of <I>Article&nbsp;VI </I>for at least six years
after the payment of all of the Outstanding Bonds.


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 12pt"><B>GENERAL COVENANTS AND PROVISIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;801.&nbsp;&nbsp;<B>Payment of Principal of, Premium, if any, and Interest on the Bonds. </B>The Issuer
covenants and agrees that it will, but solely from the rents, revenues and receipts derived from
the Leased Property (as well as moneys held for such purposes hereunder) as described herein,
promptly pay or cause to be paid the principal of, premium, if any, and interest on the Bonds as
the same become due and payable at the place, on the dates and in the manner provided herein and in
the Bonds according to the true intent and meaning thereof, and to this end the Issuer covenants
and agrees that it will use its best efforts to cause the Leased Property to be continuously leased
as a revenue and income producing undertaking, and that, should there be a default under the Lease
with the result that the right of possession of the Leased Property is returned to the Issuer, the
Issuer shall fully cooperate with the Trustee and with the Bondowners to protect the rights and
security of the Bondowners and shall diligently proceed in good faith and use its best efforts to
secure another tenant for the Leased Property to the end that at all times sufficient rents,
revenues and receipts will be derived by Issuer from the Leased Property to provide for payment of
the principal of, premium, if any, and interest on the Bonds as the same become due and payable.
If the Issuer is unable to procure a new tenant who will enter into such a lease, the Issuer may
take such good faith action as shall be in the best interests of the Bondowners which may include
the sale of the Leased Property, and if the Leased Property is sold, after deducting all costs of
the sale, any moneys derived from such sale shall be used for the purpose of paying the principal
of and interest and redemption premium, if any, on the Bonds. Nothing herein shall be construed as
requiring the Issuer to operate the Leased Property as a business other than as lessor or to use
any funds or revenues from any source other than funds and revenues derived from the Leased
Property.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;802.&nbsp;&nbsp;<B>Authority to Execute Indenture and Issue Bonds. </B>The Issuer covenants that it is
duly authorized under the constitution and laws of the State to execute this Indenture, to issue
the Bonds and to pledge and assign the Trust Estate in the manner and to the extent herein set
forth (including the creation of a security interest therein); that all action on its part for the
execution and delivery of this Indenture and the issuance of the Bonds has been duly and
effectively taken; and that the Bonds in the hands of the Owners thereof are and will be valid and
enforceable limited obligations of the Issuer according to the import thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;803.&nbsp;&nbsp;<B>Performance of Covenants. </B>The Issuer covenants that it will faithfully perform
at all times any and all covenants, undertakings, stipulations and provisions contained in this
Indenture, in the Bonds and in all proceedings of its governing body pertaining thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;804.&nbsp;&nbsp;<B>Instruments of Further Assurance. </B>The Issuer covenants that it will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such
Supplemental Indentures and such further acts, instruments, financing statements and other
documents as the Trustee may reasonably require for the better pledging and assigning unto the
Trustee the property and revenues herein described to secure the payment of the principal of,
premium, if any, and interest on the Bonds. The Issuer hereby acknowledges that this Indenture
constitutes a security agreement with respect to the Trust Estate, and authorizes the Trustee to
file financing statements to perfect its security interest in the Trust Estate, or any part
thereof. The Issuer covenants and agrees that, except as herein and in the Lease provided, it will
not sell, convey, mortgage, encumber or otherwise dispose of any part of the Leased Property or the
rents, revenues and receipts derived therefrom or from the Lease, or of its rights under the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;805.&nbsp;&nbsp;<B>Maintenance, Taxes and Insurance. </B>The Issuer represents that pursuant to the
provisions of <I>Articles VI, VII </I>and <I>X </I>of the Lease, the Tenant has agreed to cause the Leased
Property to be maintained and kept in good condition, repair and working order, to pay, as the same
respectively become due, all taxes, assessments and other governmental charges at any time lawfully
levied or assessed upon or against the Leased Property or any part thereof, and to keep the Leased
Property constantly insured to the extent provided for therein, all at the sole expense of Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;806.&nbsp;&nbsp;<B>Inspection of Project Books. </B>The Issuer covenants and agrees that all books and
documents in its possession relating to the Leased Property and the rents, revenues and receipts
derived from the Leased Property shall at all times be open to inspection by such accountants or
other agencies as the Trustee may from time to time designate.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;807.&nbsp;&nbsp;<B>Enforcement of Rights Under the Lease. </B>The Issuer covenants and agrees that it
shall enforce all of its rights and all of the obligations of the Tenant (at the expense of the
Tenant) under the Lease to the extent necessary to preserve the Leased Property in good order and
repair, and to protect the rights of the Trustee and the Bondowners hereunder with respect to the
pledge and assignment of the rents, revenues and receipts coming due under the Lease. The Trustee
as assignee of the Lease in its name or in the name of the Issuer shall enforce all rights of the
Issuer and all obligations of the Tenant under and pursuant to the Lease for and on behalf of the
Bondowners, whether or not the Issuer is in default hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;808.&nbsp;&nbsp;<B>Possession and Use of Leased Property. </B>So long as not otherwise provided in
this Indenture, the Tenant shall be suffered and permitted to possess, use and enjoy the Leased
Property and appurtenances so as to carry out its obligations under the Lease.


<P align="center" style="font-size: 12pt"><B>ARTICLE IX</B>



<P align="center" style="font-size: 12pt"><B>REMEDIES ON DEFAULT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;901.&nbsp;&nbsp;<B>Acceleration of Maturity in Event of Default.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;If an Event of Default shall have occurred and be continuing, the Trustee shall only upon
the written request of Bondowners owning not less than 25% in aggregate principal amount of Bonds
then Outstanding, by notice in writing delivered to the Issuer and the Tenant, declare the
principal of all Bonds then Outstanding and the interest accrued thereon immediately due and
payable, and such principal and interest shall thereupon become and be immediately due and payable.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;If, at any time after such declaration, but before the Bonds shall have matured by their
terms, all overdue installments of principal and interest on the Bonds, together with all Default
Administration Costs, all overdue installments of Basic Rent and Additional Rent under the Lease
and all other sums then payable by the Issuer under this Indenture shall either be paid or
provision satisfactory to the Trustee shall be made for such payment, then and in every such case
the Trustee may in its discretion, and shall upon the written consent of Bondowners owning at least
51% in aggregate principal amount of the Bonds Outstanding, rescind such declaration and annul such
default in its entirety.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;In case of any rescission, then and in every such case the Issuer, the Trustee and the
Bondowners shall be restored to their former position and rights hereunder respectively, but no
such rescission shall extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;902.&nbsp;&nbsp;<B>Exercise of Remedies by the Trustee.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;If an Event of Default shall have occurred and be continuing, the Trustee shall only if
requested to do so in writing by Bondowners owning not less than 25% of the aggregate principal
amount of Bonds Outstanding, and if indemnified to its satisfaction and satisfactory provision has
been offered as to payment of Default Administration Costs and third-party liability, pursue and
exercise any available remedy at law or in equity by suit, action, mandamus or other proceeding or
exercise such one or more of the rights and powers conferred by this Article as the Trustee, being
advised by counsel, shall deem most expedient in the interests of the Bondowners to enforce the
payment of the principal of, premium, if any, and interest on the Bonds then Outstanding, and to
enforce and compel the performance of the duties and obligations of the Issuer as herein set forth.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;All rights of action under this Indenture or under any of the Bonds may be enforced by
the Trustee without the possession of any of the Bonds or the production thereof in any trial or
other proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall
be brought in its name as Trustee without necessity of joining as plaintiffs or defendants any
Bondowners, and any recovery of judgment shall be for the equal benefit of all Outstanding Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;In any litigation with the Tenant after an Event of Default, the Trustee may, after
obtaining the written approval of Bondowners owning at least 51% of the aggregate principal amount
of Bonds Outstanding, enter into an agreement to settle the litigation upon such terms as the
Trustee in its sole discretion determines to be in the best interest of the Bondowners, even if
such settlement involves selling the Leased Property for less than the amount needed to pay the
Owners of the Bonds Outstanding the full amounts of the principal and accrued interest on the
Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;903.&nbsp;&nbsp;<B>Limitation on Exercise of Remedies by Bondowners. </B>No Bondowner shall have any
right to institute any suit, action or proceeding in equity or at law for the enforcement of this
Indenture or for the execution of any trust hereunder or for the appointment of a receiver or any
other remedy hereunder, unless (i)&nbsp;a default has occurred of which the Trustee has knowledge, (ii)
such default shall have become an Event of Default, (iii)&nbsp;Bondowners owning at least 25% in
aggregate principal amount of Bonds then Outstanding shall have made written request to the
Trustee, shall have offered it reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such action, suit or proceeding in its own name, and (iv)
satisfactory indemnity and provision for payment of Default Administration Costs and third-party
liability shall have been offered to the Trustee and (v)&nbsp;the Trustee shall thereafter fail or
refuse to exercise the powers granted in this section to institute such action, suit or proceeding
in its own name; and such knowledge and request are hereby declared in every case, at the option of
the Trustee, to be conditions precedent to the execution of the powers and trusts of this
Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the
appointment of a receiver or for any other remedy hereunder, it being understood and intended that
no one or more Bondowners shall have any right in any manner whatsoever to affect, disturb or
prejudice this Indenture by its, his or their action or to enforce any right hereunder except in
the manner herein provided, and that all proceedings at law or in equity shall be instituted, had
and maintained in the manner herein provided and for the equal benefit of all Bonds then
Outstanding.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;904.&nbsp;&nbsp;<B>Right of Bondowners to Direct Proceedings. </B>Anything in this Indenture to the
contrary notwithstanding, Bondowners owning at least 51% in aggregate principal amount of Bonds
then Outstanding shall have the right, at any time, by an instrument or instruments in writing
executed and delivered to the Trustee, and upon providing the Trustee indemnification satisfactory
to it as provided above, to direct the time, method and place of conducting all proceedings to be
taken in connection with the enforcement of the terms and conditions of this Indenture, or for the
appointment of a receiver or any other proceedings hereunder; provided that such direction shall
not be otherwise than in accordance with the provisions of law and of this Indenture, and Trustee
shall have the right to decline to follow such direction if the Trustee shall in good faith, and
upon the advice of counsel, determine that proceedings so directed would expose the Trustee to
personal liability.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;905.&nbsp;&nbsp;<B>Remedies Cumulative. </B>No remedy by the terms of this Indenture conferred upon or
reserved to the Trustee or to the Bondowners is intended to be exclusive of any other remedy, but
each and every such remedy shall be cumulative and shall be in addition to any other remedy given
to the Trustee or to the Bondowners hereunder or now or hereafter existing at law or in equity or
by statute. No delay or omission to exercise any right, power or remedy accruing upon any Event of
Default shall impair any such right, power or remedy or shall be construed to be a waiver of any
such Event of Default or acquiescence therein; and every such right, power or remedy may be
exercised from time to time and as often as may be deemed expedient. No waiver of any Event of
Default hereunder, whether by the Trustee or by the Bondowners, shall extend to or shall affect any
subsequent Event of Default or shall impair any rights or remedies consequent thereon.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;906.&nbsp;&nbsp;<B>Waivers of Events of Default. </B>The Trustee may in its discretion waive any Event
of Default hereunder and its consequences and rescind any declaration of maturity of principal of
and interest on Bonds, and shall do so upon the written request of Bondowners owning at least 51%
in aggregate principal amount of all the Bonds then Outstanding and satisfaction of the conditions
set forth in <I>Section&nbsp;901(b)</I>. In case of any such waiver or rescission, or in case any proceedings
taken by the Trustee under this Indenture on account of any such default shall have been
discontinued or abandoned for any reason, or shall have been determined adversely, then and in
every such case the Issuer, the Trustee and the Bondowners shall be restored to their former
positions, rights and obligations hereunder, respectively, but no such waiver or rescission shall
extend to any subsequent or other default, or impair any right consequent thereon, and all rights,
remedies and powers of the Trustee shall continue as if no such proceedings had been taken.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;907. <B>Application of Money Received after Event of Default. </B>If the principal of all
Bonds shall have become due and payable after the occurrence of an Event of Default, all moneys
thereafter received from the Tenant, from sale or reletting of the Leased Property:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%"><I>first</I>: to the payment of all installments of interest due and payable on or prior to
maturity, if any, in the order in which such installments became due and payable and, if the
amount available is not sufficient to pay in full any particular installment, then to the
payment, ratably, according to the amounts due on such installment, without any
discrimination or preference except as to any difference in the respective rates of interest
specified in the Bonds, and then to the payment of any interest due and payable after
maturity on the Bonds, ratably, without any discrimination or preference except as to any
difference in the respective rates of interest specified in the Bonds; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%"><I>second</I>: to the payment of the principal of the Bonds, ratably, without preference or
priority of any obligation over any other obligation.


<P align="left" style="font-size: 12pt; text-indent: 4%">Whenever moneys are to be applied by the Issuer or the Trustee pursuant to the provisions of
this Section, such moneys shall be applied at such times, and from time to time, as the Trustee in
its sole discretion determines, having due regard to the amount of such moneys available for
application and the likelihood of additional moneys becoming available for such application in the
future; the deposit of such moneys with the Trustee in trust for the proper purpose shall
constitute proper application by the Issuer; and the Issuer shall incur no liability to any
Bondowner or to any other person for any delay in applying any such moneys, so long as the Issuer
acts with reasonable diligence, having due regard to the circumstances, and moneys are applied in
accordance with such provisions of this Indenture. Whenever the Trustee exercises such discretion
in applying such moneys, it shall fix the date (which shall be an Interest Payment Date unless the
Trustee shall deem another date more suitable) upon which such application is to be made and upon
such date interest on the amounts of principal to be paid on such date shall cease to accrue. The
Trustee shall give such notice as it may deem appropriate of the fixing of any such date, and shall
not be required to make payment to any Bondowner of any unpaid Bond until the Bond certificate(s)
representing Bonds owned are surrendered to the Trustee as Bond Registrar for appropriate
endorsement, or for cancellation if fully paid.


<P align="center" style="font-size: 12pt"><B>ARTICLE X</B>



<P align="center" style="font-size: 12pt"><B>THE TRUSTEE</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1001.&nbsp;&nbsp;<B>Acceptance of the Trusts. </B>The Trustee hereby accepts the trusts imposed upon
it by this Indenture, and agrees to perform said trusts in the manner in which a corporate trustee
ordinarily would perform said trusts under a corporate indenture, and the Trustee shall exercise
such of the rights and powers vested in it by this Indenture and shall use the same degree of care
and skill in its exercise as a prudent corporate trust officer would exercise or use under the
circumstances, but only upon and subject to the following express terms and conditions, and no
implied covenants or obligations shall be read into this Indenture against the Trustee:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Prior to the occurrence of an Event of Default and after the cure of all Events of
Default which may have occurred, the Trustee&#146;s duties and responsibilities shall include only those
expressly set forth in this Trust Indenture and those rights, duties, responsibilities, and
obligations which are reserved to or imposed upon the Issuer under this Trust Indenture and the
Lease, excepting only such of those rights, duties, responsibilities, and obligations as may only
be properly and lawfully exercised by or imposed upon the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Upon the occurrence of an Event of Default the Trustee shall be and is hereby authorized
to bring appropriate action for judgment or such other relief as may be appropriate and such action
may be in the name of the Trustee or in the name of the Issuer and Trustee jointly; but in such
case, neither the Issuer nor the Trustee shall have any obligation for any fees and expenses of
such action except out of any funds available by reason of the ownership of the Leased Property and
moneys available under this Trust Indenture and the Lease. In addition, the Trustee may file such
proof of claim and such other documents as may be necessary and advisable in order to have the
claims of the Trustee and the Bondowners relative to the Bonds or the obligations relating thereto
allowed in any judicial proceeding.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents, attorneys or receivers. The Trustee shall be entitled
to rely upon the opinion or advice of counsel, who may be counsel to the Trustee, Issuer or the
Tenant, concerning all matters of trust hereof and the duties hereunder, and may in all cases pay
such reasonable compensation to all such agents, attorneys and receivers as may reasonably be
employed in connection with the trusts hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;The Trustee, in its individual or any other capacity, may become the owner or pledgee of
Bonds with the same rights which it would have if it were not Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;The Trustee may rely and shall be protected in acting or refraining from acting upon any
ordinance, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, affidavit, letter, telegram or other paper or document provided for under this
Indenture or the Lease believed by it to be genuine and correct and to have been signed, presented
or sent by the proper person or persons. Any action taken by the Trustee pursuant to this
Indenture upon the request or authority or consent of any person who, at the time of making such
request or giving such authority or consent is a Bondowner, shall be conclusive and binding upon
all future Owners of the same Bond and upon Bonds issued in exchange therefor or upon transfer or
in substitution thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;As to the existence or nonexistence of any fact or as to the sufficiency or validity of
any instrument, paper or proceeding, or whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed
by the mayor of the Issuer or the Authorized Tenant Representative as sufficient evidence of the
facts therein contained, the Trustee shall also be at liberty to accept a similar certificate to
the effect that any particular dealing, transaction or action is necessary or expedient, but may at
its discretion secure such further evidence deemed necessary or advisable, but shall in no case be
bound to secure the same.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;&nbsp;The permissive right of the Trustee to do things enumerated in this Indenture shall not
be construed as a duty, and the Trustee shall not be answerable for other than its negligence or
willful misconduct.


<P align="left" style="font-size: 12pt; text-indent: 8%">(h)&nbsp;&nbsp;At any and all reasonable times the Trustee and its duly authorized agents, attorneys,
experts, engineers, accountants and representatives shall have the right to inspect any and all of
the Leased Property and all books, papers and records of the Issuer and Tenant pertaining to the
Leased Property and the Bonds, and to make such notes and copies as may be desired.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;&nbsp;The Trustee shall not be required to give any bond or surety with respect to the
execution of its trusts and powers hereunder or otherwise with respect to the Leased Property.


<P align="left" style="font-size: 12pt; text-indent: 8%">(j)&nbsp;&nbsp;The Trustee shall have the right, but shall not be required, to demand, with respect to
the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any
action whatsoever within the purpose of this Indenture, any showings, certificates, opinions,
appraisals or other information, or corporate action or evidence thereof, in addition to that by
the terms hereof required, as a condition of such action by the Trustee deemed desirable for the
purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal
of any cash, or the taking of any other action by the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(k)&nbsp;&nbsp;The Trustee shall not be required to take notice of, or be deemed to have notice of, any
default hereunder or under the Lease, except the failure by the Issuer to cause to be made any of
the payments required to be made under the Lease or in accordance with <I>Article&nbsp;VI </I>hereof, or the
failure by the Issuer to cause compliance by the Tenant with the provisions of <I>Article&nbsp;VI </I>of the
Lease, unless the Trustee shall have been specifically notified in writing of such default by the
Issuer or by Bondowners owning at least 25% in aggregate principal amount of all Bonds then
Outstanding.


<P align="left" style="font-size: 12pt; text-indent: 8%">(l)&nbsp;&nbsp;The Trustee may inform the Bondowners of environmental hazards that the Trustee has
reason to believe exist with respect to the Leased Property, and the Trustee shall have the right
to take no further action with respect thereto, and, in such event, no fiduciary duty shall exist
which imposes any obligation for further action by the Trustee with respect to the Leased Property,
the enforcement of any remedies hereunder or under this Lease, the Trust Estate, or any portion
thereof, if, in the reasonable opinion of the Trustee, such action would subject the Trustee to
environmental or other liability for which the Trustee has not received indemnity satisfactory to
it.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1002.&nbsp;&nbsp;<B>Fees, Charges and Expenses of the Trustee; Lien for Fees and Costs and
Additional Rent. </B>The Trustee shall be entitled to payment of or reimbursement for reasonable fees
for its ordinary services rendered hereunder and all advances, agent and counsel fees and other
ordinary costs, charges and expenses reasonably and necessarily made or incurred by the Trustee in
connection with such ordinary services and, in the event that it should become necessary that the
Trustee perform extraordinary services, it shall be entitled to reasonable compensation therefor
and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith;
provided that if such extraordinary services or extraordinary expenses are occasioned by the
neglect or misconduct of the Trustee it shall not be entitled to compensation or reimbursement
therefor. The Trustee shall be entitled to payment and reimbursement for the reasonable fees,
costs, expenses and charges of the Trustee as Paying Agent for the Bonds. The Trustee agrees that
the Issuer shall have no liability for any fees, charges and expenses of the Trustee, and the
Trustee agrees to look only to the Tenant for the payment of all fees, charges and expenses of the
Trustee and any Paying Agents as provided in the Lease. Upon the occurrence of an Event of Default
and during its continuance, the Trustee shall have a lien with right of payment prior to payment of
principal of, redemption premium, if any, or interest on any Bond, upon all moneys in its
possession under any provisions hereof for the foregoing advances, fees, costs and expenses
incurred, for Default Administration Costs and for any unpaid Additional Rent owing under the
Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1003.&nbsp;&nbsp;<B>Notice to Bondowners if Default Occurs. </B>If an Event of Default occurs, of
which the Trustee is aware and of which it is required to take notice, the Trustee shall give
written notice thereof to the Bondowners, as shown by the bond registration books required to be
maintained by the Trustee and kept at the principal office of the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1004.&nbsp;&nbsp;<B>Intervention by the Trustee. </B>In any judicial proceeding to which the Issuer is
a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the
interests of the Bondowners, the Trustee may intervene on behalf of the Bondowners and shall do so
if requested in writing by Bondowners owning at least 25% of the aggregate principal amount of
Bonds then Outstanding and if provided with indemnity satisfactory to the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1005.&nbsp;&nbsp;<B>Successor Trustee Upon Merger, Consolidation or Sale. </B>Any corporation or
association into which the Trustee may be merged or converted or with or into which it may be
consolidated, or to which it may sell or transfer its corporate trust business and assets as a
whole or substantially as a whole, or any corporation or association resulting from any merger,
conversion, sale, consolidation or transfer to which it is a party, shall be and become successor
Trustee hereunder without the execution or filing of any instrument or any further act on the part
of any of the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1006.&nbsp;&nbsp;<B>Resignation of Trustee. </B>The Trustee may resign by an instrument in writing
delivered by registered or certified mail to the Issuer and the Tenant to take effect not sooner
than 90&nbsp;days after its delivery, whereupon the Issuer, with the consent of the Tenant, shall
immediately, in writing, designate a successor Trustee; provided, however, that the Trustee&#146;s
resignation shall not become effective unless and until a successor Trustee is approved and
qualified. In the event the Issuer and the Tenant do not promptly designate a successor trustee,
then the Trustee shall have the right to petition a court of competent jurisdiction for the
appointment of a successor.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1007.&nbsp;&nbsp;<B>Removal of Trustee. </B>As long as no Default or Event of Default shall have
occurred and be continuing, the Trustee may be removed at any time by the Issuer or the Tenant;
provided, that such removal shall not be effective unless and until a successor trustee is
appointed and qualified, and provided further than such removal shall not become effective until
after 60&nbsp;days from the date written notice of such proposed removal is given to the Trustee by
first class mail. The Issuer or the Tenant, concurrently with giving notice to the Trustee, shall
give notice by first class mail of the proposed removal of the Trustee to all Bondowners. Unless
Bondowners owning at least 51% in principal amount of Bonds then Outstanding object in writing to
the proposed removal of the Trustee, such removal shall become effective from the date specified in
the notices, provided that the successor trustee shall have been qualified and have accepted the
duties and responsibilities of the Trustee as of such date. The Trustee may be removed at any time
by the written direction of Bondowners owning at least 51% in aggregate principal amount of Bonds
then Outstanding.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1008.&nbsp;&nbsp;<B>Qualifications of Successor Trustee. </B>Every successor Trustee appointed
pursuant to the provisions of this Article shall be a trust company or bank in good standing,
qualified to accept such trust and acceptable to the Issuer and the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1009.&nbsp;&nbsp;<B>Vesting of Trusts in Successor Trustee. </B>Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer and the
Tenant an instrument in writing accepting such appointment hereunder, and thereupon such successor
shall, without any further act, deed or conveyance, become fully vested with all the trusts,
powers, rights, obligations, duties, remedies, immunities and privileges of its predecessor; but
such predecessor shall, nevertheless, on the written request of the Issuer, execute and deliver an
instrument transferring to such successor Trustee all the trusts, powers, rights, obligations,
duties, remedies, immunities and privileges of such predecessor hereunder; and every predecessor
Trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor.
Should any instrument in writing from the Issuer be required by any successor Trustee for more
fully and certainly vesting in such successor the trusts, powers, rights, obligations, duties,
remedies, immunities and privileges hereby vested in the predecessor, any and all such instruments
in writing shall, on request, be executed, acknowledged and delivered by the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1010.&nbsp;&nbsp;<B>Right of Trustee to Pay Taxes and Other Charges. </B>In case any tax, assessment
or governmental or other charge upon, or insurance premium with respect to, any part of the Leased
Property is not paid as required herein or in the Lease, and the Tenant has failed after 30&nbsp;days
written notice to make such payment, the Trustee may pay such tax, assessment or governmental
charge or insurance premium, without prejudice, however, to any rights of the Trustee or the
Bondowners hereunder arising in consequence of such failure; and any amount at any time so paid
under this Section, with interest thereon from the date of payment at a rate per annum equal to the
Trustee&#146;s published prime rate in effect at the time, shall become an additional obligation secured
by this Indenture, and the same shall be given a preference in payment over any payment of
principal of, premium, if any, or interest on the Bonds, and shall be paid out of the proceeds of
rents, revenues and receipts collected from the Leased Property, if not otherwise caused to be
paid; but the Trustee shall be under no obligation to make any such payment unless it shall have
been requested to do so by Bondowners owning at least 25% of the aggregate principal amount of
Bonds then Outstanding and shall have been provided adequate funds for the purpose of such payment.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1011.&nbsp;&nbsp;<B>Trust Estate May Be Vested in Co-trustee.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;It is the purpose of this Indenture that there shall be no violation of any law of any
jurisdiction (including particularly the State) denying or restricting the right of banking
corporations or associations to transact business as trustee in such jurisdiction. It is
recognized that in case of litigation under this Indenture or the Lease, and in particular in case
of the enforcement of either on default, or in case the Trustee deems that by reason of any present
or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein
granted to the Trustee, or take any other action which may be desirable or necessary in connection
therewith, it may be necessary or desirable that the Trustee appoint an additional individual or
institution as a co-trustee or separate trustee, and the Trustee is hereby authorized to appoint
such co-trustee or separate trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;In the event that the Trustee appoints an additional individual or institution as a
co-trustee or separate trustee, each and every remedy, power, right, claim, demand, cause of
action, immunity, title, interest and lien expressed or intended by this Indenture to be exercised
by the Trustee with respect thereto shall be exercisable by such co-trustee or separate trustee but
only to the extent necessary to enable such co-trustee or separate trustee to exercise such powers,
rights and remedies, and every covenant and obligation necessary to the exercise thereof by such
co-trustee or separate trustee shall run to and be enforceable by either of them.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;Should any deed, conveyance or instrument in writing from the Issuer be required by the
co-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in
and confirming to him or it such properties, rights, powers, trusts, duties and obligations, then
any and all such deeds, conveyances and instruments in writing shall, on request, be executed,
acknowledged and delivered by the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp; In case any co-trustee or separate trustee shall die, become incapable of acting, resign
or be removed, all the properties, rights, powers, trusts, duties and obligations of such
co-trustee or separate trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a successor to such co-trustee or separate trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1012.&nbsp;&nbsp;<B>Annual Accounting. </B>The Trustee shall render an annual accounting to the
Tenant, to the Issuer upon request, and to any Bondowner requesting the same in writing and
remitting reasonable charges for preparing such copies, showing in reasonable detail all financial
transactions relating to the Trust Estate during the accounting period and the balance in any funds
or accounts created by this Indenture as of the beginning and close of such accounting period.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1013.&nbsp;&nbsp;<B>Recordings and Filings. </B>The Issuer shall cause the Lease and all amendments to
the Lease or appropriate memoranda thereof and all appropriate financing statements and other
security instruments to be recorded and filed in such manner and in such places as may be required
by law in order to fully preserve and protect the security of the Bondowners and the rights of the
Trustee hereunder. The Issuer hereby authorizes the Trustee to make any such filings for it. The
Trustee shall cause all appropriate continuation statements of financing statements initially
recorded to be recorded and filed in such manner and in such places as may be required by law to
continue the effectiveness of such financing statements.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1014.&nbsp;&nbsp;<B>Performance of Duties under the Lease. </B>The Trustee hereby accepts and agrees
to perform, in such manner as is consistent with the terms of those instruments and this Indenture,
all duties and obligations assigned to it under the Lease.


<P align="center" style="font-size: 12pt"><B>ARTICLE XI</B>



<P align="center" style="font-size: 12pt"><B>SUPPLEMENTAL INDENTURES</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1101.&nbsp;&nbsp;<B>Supplemental Indentures Not Requiring Consent of Bondowners. </B>The Issuer and
the Trustee may from time to time, without the consent of any of the Bondowners, enter into such
Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and
provisions hereof, for any one or more of the following purposes:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;To cure any ambiguity or formal defect or omission in this Indenture or to make any other
change not prejudicial to the Bondowners;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;To grant to or confer upon the Trustee for the benefit of the Bondowners any additional
rights, remedies, powers or authority that may lawfully be granted to or conferred upon the
Bondowners or the Trustee or either of them;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;To more precisely identify the Leased Property or to add additional property thereto;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;To subject to this Indenture additional revenues, properties or collateral; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;To issue Additional Bonds as provided in <I>Section&nbsp;209 </I>hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1102.&nbsp;&nbsp;<B>Supplemental Indentures Requiring Consent of Bondowners.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp; Exclusive of Supplemental Indentures described in <I>Section&nbsp;1101 </I>hereof and subject to the
terms and provisions contained in this Section, and not otherwise, the Bondowners owning not less
than 66-2/3% in aggregate principal amount of the Bonds then Outstanding shall have the right, from
time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to
and approve the execution by the Issuer and the Trustee of such other Supplemental Indenture or
Supplemental Indentures as shall be deemed necessary and desirable by the Issuer for the purpose of
modifying, amending, adding to or rescinding, in any particular, any of the terms or provisions
contained in this Indenture or in any Supplemental Indenture; provided, however, that except as
provided in subparagraph (b)&nbsp;of this <I>Section&nbsp;1102</I>, nothing in this Section contained shall permit
or be construed as permitting (1)&nbsp;an extension of the maturity of the principal of or the accrual
of, or dates of payment of, interest on any Bond issued hereunder, or (2)&nbsp;a reduction in the
principal amount of any Bond or the rate of interest thereon, or (3)&nbsp;a privilege or priority of any
Bond or Bonds over any other Bond or Bonds, or (4)&nbsp;a reduction in the aggregate principal amount of
Bonds the Owners of which are required for consent to any such Supplemental Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Any provision of this Indenture or the Bonds may be amended with the written consent of
the Owners owning 100% in aggregate principal amount then Outstanding.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1103.&nbsp;&nbsp;<B>Tenant&#146;s Consent to Supplemental Indentures. </B>Anything herein to the contrary
notwithstanding, a Supplemental Indenture under this Article which affects any rights of the Tenant
shall not become effective unless and until the Tenant shall have consented in writing to the
execution and delivery of such Supplemental Indenture, provided that receipt by the Trustee of an
amendment to the Lease executed by the Tenant in connection with the issuance of Additional Bonds
under <I>Section&nbsp;209 </I>hereof shall be deemed to constitute consent of the Tenant to the execution of a
Supplemental Indenture pursuant to <I>Section&nbsp;209 </I>hereof. In this regard, the Trustee shall cause
notice of the proposed execution and delivery of any such Supplemental Indenture (other than a
Supplemental Indenture proposed to be executed and delivered pursuant to <I>Section&nbsp;209 </I>hereof)
together with a copy of the proposed Supplemental Indenture to be mailed to the Tenant at least 15
days prior to the proposed date of execution and delivery of any such Supplemental Indenture.


<P align="center" style="font-size: 12pt"><B>ARTICLE XII</B>



<P align="center" style="font-size: 12pt"><B>LEASE AMENDMENTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1201.&nbsp;&nbsp;<B>Lease Amendments. </B>The provisions of the Lease may be amended to the extent and
upon the terms and conditions provided therein.


<P align="center" style="font-size: 12pt"><B>ARTICLE XIII</B>



<P align="center" style="font-size: 12pt"><B>SATISFACTION AND DISCHARGE OF INDENTURE</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1301.&nbsp;&nbsp;<B>Satisfaction and Discharge of the Indenture.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;When the principal of, premium, if any, and interest on all Bonds shall have been paid in
accordance with their terms or provision has been made for such payment, as provided in <I>Section
1302 </I>hereof, and provision shall also have been made for paying all other sums payable hereunder,
including the fees and expenses of the Trustee and the Paying Agent to the date of retirement of
the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee
shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer
such instruments of satisfaction and discharge or release as shall be requisite to evidence such
release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the
Issuer any property at the time subject to this Indenture which may then be in its possession,
except amounts in the Debt Service Fund required to be paid to the Tenant under <I>Section&nbsp;603(d)</I>
hereof and except funds or securities in which such funds are invested and held by the Trustee for
the payment of the principal of, and interest accrued on, the Bonds. Notwithstanding anything
otherwise provided herein, the provisions of this Indenture relating to compensation and
indemnification of the Trustee shall survive satisfaction and discharge of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;The Issuer is hereby authorized to accept a certificate by the Trustee that the principal
of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding and all
amounts required to be paid to the United States have been paid or such payment provided for in
accordance with <I>Section&nbsp;1302 </I>hereof as evidence of satisfaction of this Indenture, and upon receipt
thereof shall deem this Indenture discharged.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1302.&nbsp;&nbsp;<B>Bonds Deemed to be Paid.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Bonds shall be deemed to be paid within the meaning of this Indenture when payment of the
principal of and the applicable premium, if any, on such Bonds, plus interest thereon to the due
date thereof (whether such due date be by reason of maturity or upon redemption as provided in this
Indenture, or otherwise), either (i)&nbsp;shall have been made or caused to be made in accordance with
the terms thereof, or (ii)&nbsp;shall have been provided for by depositing with the Trustee, in trust
and irrevocably set aside exclusively for such payment (1)&nbsp;moneys sufficient to make such payment
or (2)&nbsp;non-callable Government Securities maturing as to principal and interest in such amount and
at such times as will insure the availability of sufficient moneys to make such payment. At such
time as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by
or entitled to the benefits of this Indenture, except for the purposes of any such payment from
such moneys or Government Securities. As a condition to the Bonds being deemed paid, the Trustee
shall have received an opinion of Bond Counsel to the effect that the conditions of this Section
have been satisfied, and that the actions taken hereunder will not adversely affect the exclusion
from gross income for federal income tax purposes of interest on the Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Notwithstanding the foregoing, in the case of the redemption of Bonds which by their
terms may be redeemed prior to the stated maturities thereof, no deposit under clause (ii)&nbsp;of the
immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until proper
notice of such redemption shall have been given in accordance with <I>Article&nbsp;III </I>of this Indenture or
irrevocable instructions shall have been given to the Trustee to give such notice.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;Notwithstanding any provision of any other Section of this Indenture which may be
contrary to the provisions of this Section, all moneys or Government Securities set aside and held
in trust pursuant to the provisions of this Section for the payment of Bonds (including premium
thereon, if any) and interest thereon shall be applied to and used solely for the payment of the
particular Bonds (including premium thereon, if any) and interest thereon with respect to which
such moneys and Government Securities have been so set aside in trust.


<P align="center" style="font-size: 12pt"><B>ARTICLE XIV</B>



<P align="center" style="font-size: 12pt"><B>MISCELLANEOUS PROVISIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1401.&nbsp;&nbsp;<B>Consents&nbsp;and&nbsp;Other&nbsp;Instruments&nbsp;by&nbsp;Bondowners.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Any consent, request, direction, approval, objection or other instrument required by this
Indenture to be signed and executed by the Bondowners may be in any number of concurrent writings
of similar tenor and may be signed or executed by such Bondowners in person or by agent appointed
in writing. Proof of the execution of any such instrument or of the writing appointing any such
agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any
of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to
any action taken, suffered or omitted under any such instrument, namely:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(1)&nbsp;&nbsp;The fact and date of the execution by any person of any such instrument may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such instrument
acknowledged before him the execution thereof, or by affidavit of any witness to such
execution.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(2)&nbsp;&nbsp;The fact of ownership of Bonds and the amount or amounts, number and other
identification of such Bonds, and the date of holding the same shall be proved by the
registration books of the Issuer maintained by the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;In determining whether the Bondowners owning the requisite principal amount of Bonds
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver
under this Indenture, Bonds owned by the Tenant or any affiliate of the Tenant shall be disregarded
and deemed not to be Outstanding under this Indenture, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Bonds which the Trustee knows to be so owned shall be so
disregarded. For purposes of this paragraph, the word &#147;affiliate&#148; means any person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Tenant;
and for the purposes of this definition, &#147;control&#148; means the power to direct the management and
policies of such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise. Notwithstanding the foregoing, Bonds so owned which have
been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to the
satisfaction of the Trustee the pledgee&#146;s right so to act with respect to such Bonds and that the
pledgee is not the Tenant or any affiliate of the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1402.&nbsp;&nbsp;<B>Limitation of Rights Under the Indenture. </B>With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be inferred from this Indenture or the
Bonds is intended or shall be construed to give any person other than the parties hereto, and the
Bondowners, any right, remedy or claim under or with respect to this Indenture, and all of the
covenants, conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of the parties hereto, the Tenant and the Bondowners as herein provided.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1403.&nbsp;&nbsp;<B>Notices. </B>Any notice, request, complaint, demand or other communication
required or desired to be given or filed under this Indenture shall be in writing and shall be
deemed duly given or filed if the same shall be duly mailed by registered or certified mail,
postage prepaid, to the Notice Representative.


<P align="left" style="font-size: 12pt; text-indent: 4%">All notices given by certified or registered mail as aforesaid shall be deemed duly given as
of the date they are so mailed. A duplicate copy of each notice, certificate or other
communication given hereunder by either the Issuer or the Tenant to the other shall also be given
to the Trustee. The Issuer, the Trustee and the Tenant may from time to time designate, by notice
given hereunder to the others of such parties, such other address to which subsequent notices,
certificates or other communications shall be sent.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1404.&nbsp;&nbsp;<B>Suspension of Mail Service. </B>If, because of the temporary or permanent
suspension of regular mail service or for any other reason, it is impossible or impractical to mail
any notice in the manner herein provided, then such other form of notice as shall be made with the
approval of the Trustee shall constitute a sufficient notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1405.&nbsp;&nbsp;<B>Severability. </B>If any provision of this Indenture shall be held or deemed to be
invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or
jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other
provision or provisions hereof or any constitution or statute or rule of public policy, or for any
other reason, such circumstances shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance, or of rendering any other provision
or provisions herein contained invalid, inoperative or unenforceable to any extent whatever.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1406.&nbsp;&nbsp;<B>Execution in Counterparts. </B>This Indenture may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1407.&nbsp;&nbsp;<B>Governing Law. </B>This Indenture shall be governed exclusively by and construed
in accordance with the applicable laws of the State.


<P align="center" style="font-size: 12pt">(THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK)




<P align="center" style="font-size: 10pt; display: none">3
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<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>the Issuer has caused this Indenture to be signed by an authorized
official, such signature to be attested by an authorized officer and its official seal to be
applied.



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 8%"><B>CITY OF MCPHERSON, KANSAS</B>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#091;SEAL&#093;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Mayor</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">ATTEST:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 6%">City Clerk &#147;ISSUER&#148;


<P align="center" style="font-size: 12pt"><B>ACKNOWLEDGMENT</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="74%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">STATE OF KANSAS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">) SS:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">COUNTY OF MCPHERSON</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">This instrument was acknowledged before me on the 18th day of December, 2006 by William J.
Goering as Mayor of the City of McPherson, Kansas, a municipal corporation of the State of Kansas.


<P align="left" style="font-size: 12pt">&#091;SEAL&#093; <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 35%">Notary Public


<P align="left" style="font-size: 12pt">My Appointment Expires:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 10pt; display: none">4
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>and to evidence its acceptance of the trusts hereby created, the Trustee
has caused this Indenture to be signed in its name and behalf and such signature to be attested by
its duly authorized officers, and its corporate seal to be applied, all as of the date first above
written.



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 8%"><B>SECURITY BANK OF KANSAS CITY</B>


<P align="left" style="font-size: 12pt; text-indent: 27%">Kansas City, Kansas,


<P align="left" style="font-size: 12pt; text-indent: 27%">as Trustee

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="19%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top">&#091;SEAL&#093;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">By: _________________________________<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:<BR>
Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Shawn T. Hoebener<BR>
Vice President and Trust Officer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">ATTEST:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Title: Trust Officer &#147;TRUSTEE&#148;


<P align="center" style="font-size: 12pt"><B>ACKNOWLEDGMENT</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">STATE OF KANSAS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">)  SS.</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">COUNTY OF SEDGWICK</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">This instrument was acknowledged before me on the 18th day of December, 2006, by Shawn T.
Hoebener, Vice President and Trust Officer of Security Bank of Kansas City, a banking corporation
or association organized under the laws of the United States of America or one of the states
thereof.


<P align="left" style="font-size: 12pt">&#091;SEAL&#093;


<P align="left" style="font-size: 12pt; text-indent: 27%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 35%">Notary Public


<P align="left" style="font-size: 12pt">My Appointment Expires:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 10pt; display: none">5
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B><I>SCHEDULE I</I></B>



<P align="center" style="font-size: 12pt"><B><I>DESCRIPTION OF PROPERTY</I></B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><FONT style="font-size: 11pt">The property described in <I>Schedule&nbsp;II </I>attached acquired by the City of McPherson, Kansas
(the&nbsp;&#147;Issuer&#148;) in connection with the issuance by the City of its Taxable Industrial Revenue Bonds,
Series&nbsp;2006 (National Cooperative Refinery Association) (the &#147;Series&nbsp;2006 Bonds&#148;), said property
constituting the &#147;Leased Property&#148; as defined in the Lease entered into by the Issuer concurrently
with the issuance of the Series&nbsp;2006 Bonds (the &#147;Lease&#148;).
</FONT>

<P align="left" style="font-size: 11pt; text-indent: 4%">The Leased Property is located on the following described real estate in McPherson County,
Kansas, owned by National Cooperative Refinery Association:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 11pt">The North Half of Section&nbsp;5, Township 20 South, Range 3 West of the 6th P.M., except
a tract commencing at a point 30 feet South and 400 feet West of the Northeast
Corner of the Northeast Quarter for a point of beginning; thence South 370 feet;
thence West 200 feet; thence North 370 feet; then East 200 feet to the point of
beginning, and except a tract commencing at the Northwest corner of the Northeast
Quarter; thence East 296 feet for a point of beginning; thence South 310 feet;
thence East 205 feet; thence North 310 feet; thence West 205 feet to the point of
beginning and except a tract commencing at a point 680 feet South and 1538 feet West
of the Northeast corner of the Northeast Quarter for a point of beginning; thence
South 280 feet; thence East 540 feet; then North 280 feet; thence West 540 feet to
the point of beginning;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 11pt">The Southeast Quarter of Section&nbsp;5, Township 20 South, Range 3 West of the 6th P.M.
lying West of the Missouri Pacific Railroad right-of-way and North of Highway K-61;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 11pt">The Southwest Quarter of Section&nbsp;5, Township 20 South, Range 3 West of the 6th P.M.
lying North and West of Highway K-61 and lying East of the St. Louis and San
Francisco railroad right-of-way and the road right-of-way.


<P align="left" style="font-size: 11pt; text-indent: 4%">The &#147;Leased Property&#148; includes all buildings, building additions, improvements, machinery and
equipment (including those described on <I>Schedule&nbsp;II</I>) all or any portion of the costs of which were
paid from the proceeds of the Series&nbsp;2006 Bonds, together with any substitutions therefor or
replacements thereof.


<P align="center" style="font-size: 10pt; display: none">6
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt"></FONT><FONT style="font-size: 12pt"><B><I>SCHEDULE II</I></B></FONT>



<P align="center" style="font-size: 12pt"><B><I>DESCRIPTION OF LEASED PROPERTY</I></B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="29%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>All Clean Fuel Projects</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Total Expenditures</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10112</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Unicracker Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">114,892,335.82</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10122</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Flare -Unicracker/H2/Depentanizer<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6,713,294.51</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10132</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Hydrogen Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">32,661,668.49</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10142</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Platformer PSA Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,492,140.26</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10152</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Sulfur Recovery Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">36,088,601.34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10162</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Amine/SWS Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,485,623.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10172</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Engr &#038; Cost Estimating of CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,427,482.02</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10182</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Vacuum Unit Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,334,505.96</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10192</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">FCC Unit Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,497,607.15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10202</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">FCC Gas Plant Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">164,030.65</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10222</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">2 new reactors for DHT Unit</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,076,672.31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10232</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Net Hydrogen Compressor at Platformer<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6,783,064.90</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10242</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Revamp Tank Farm Stg<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24,918,039.47</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10252</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interconnecting piping for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17,312,964.39</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10262</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Boiler Water Treatment<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,320,817.86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10272</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">35KV Electrical Feed</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,965,118.64</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10282</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Construction Site Development for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,957,227.34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10292</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Project Mgmt for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,480,379.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10302</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">CF Tie Ins and Start Ups<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,574,905.12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">12343</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">New Control Building<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,978,052.04</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">12573</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Connect Cenex Tanks to Refinery<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,785,906.92</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">17631</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Design &#038; Cost Est for New Control Bldg<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">89,562.23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">325,000,000.00</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">7
<!-- PAGEBREAK -->


<P align="center" style="font-size: 10pt"></FONT><FONT style="font-size: 12pt"><B><I>APPENDIX A</I></B></FONT>



<P align="center" style="font-size: 12pt"><B><I>FORM OF BONDS</I></B>



<P align="center" style="font-size: 12pt"><B>FACE OF THE BOND</B>



<P align="left" style="font-size: 12pt">No. <U> </U> $<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 12pt">United States of America



<P align="center" style="font-size: 12pt">State of Kansas



<P align="center" style="font-size: 12pt">City of McPherson, Kansas



<P align="center" style="font-size: 12pt">Taxable Industrial Revenue Bond<BR>
Series&nbsp;2006<BR>
(National Cooperative Refinery Association)


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="24%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Rate of<BR>
Interest: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>%
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Maturity<BR>
Date: 12-01-16
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dated
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
Date: Issue Date</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">Registered Owner: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Principal Amount:<U>
</U>Dollars


<P align="left" style="font-size: 12pt; text-indent: 4%">The City of McPherson, Kansas, a body politic and corporate, incorporated as a city of second
class of the State of Kansas (the &#147;Issuer&#148;), for value received, promises to pay, but solely from
the sources hereinafter referred to, to the registered owner identified above, or registered
assigns, upon the presentation and surrender of this Certificate, the principal sum identified
above on the maturity date shown, in lawful money of the United States of America, at the principal
offices of Security Bank of Kansas City (the &#147;Paying Agent&#148; and &#147;Trustee&#148;), and in like manner to
pay to the registered Owner (the &#147;Owner&#148;) hereof, by check or draft mailed to the Owner at his
address as it appears on the bond registration books of the Issuer kept by the Trustee under the
within mentioned Indenture, or at such other address as is furnished in writing by such registered
Owner to the Paying Agent at the close of business on the 15th day of the month next preceding the
applicable Interest Payment Date (the &#147;Record Date&#148;), interest on said principal sum from the dated
date hereof or the most recent Interest Payment Date to which interest has been paid or duly
provided for at the rate of interest per annum set forth above (computed on the basis of a 360-day
year of twelve 30-day months), annually on December&nbsp;1 of each year, commencing December&nbsp;1, 2007
(the &#147;Interest Payment Dates&#148;), until the principal sum is paid, unless the Bonds represented by
this certificate shall have been previously called for redemption and payment as hereinafter set
forth.


<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate evidences ownership of a part of a duly authorized series of Bonds of
the Issuer designated &#147;City of McPherson, Kansas, Taxable Industrial Revenue Bonds, Series&nbsp;2006
(National Cooperative Refinery Association),&#148; in the aggregate original principal amount of
$325,000,000 (the &#147;Series&nbsp;2006 Bonds&#148;), issued for the purpose of providing funds to finance
certain modifications and improvements (the &#147;Leased Property&#148;) to an existing crude oil refinery,
to be leased by the Issuer to National Cooperative Refinery Association, a Kansas cooperative
marketing association (the &#147;Tenant&#148;), under the terms of a Lease dated as of the Issue Date of the
Series&nbsp;2006 Bonds, between the Issuer and the Tenant (said Lease, as amended and supplemented from
time to time in accordance with the provisions thereof, being herein called the &#147;Lease&#148;), all
pursuant to the authority of and in conformity with the provisions, restrictions and limitations of
the constitution and statutes of the State of Kansas, including particularly K.S.A. 12-1740 <I>et
seq.</I>, as amended, and pursuant to proceedings duly had by the governing body of the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Series&nbsp;2006 Bonds are issued under and are equally and ratably secured and entitled to the
protection of the Trust Indenture, dated as of the Issue Date of the Series&nbsp;2006 Bonds (said&nbsp;Trust
Indenture, as amended and supplemented from time to time in accordance with the provisions thereof,
being herein called the &#147;Indenture&#148;), between the Issuer and the Trustee. Subject to the terms and
conditions set forth therein, the Indenture permits the Issuer to issue Additional Bonds (as
defined therein) secured by the Indenture ratably and on a parity with the Series&nbsp;2006 Bonds (the
Series&nbsp;2006 Bonds together with such Additional Bonds being herein referred to collectively as the
&#147;Bonds&#148;). Reference is hereby made to the Indenture for a description of the provisions, among
others, with respect to the nature and extent of the security for the Bonds, the rights, duties and
obligations of the Issuer, the Trustee and the Bondowners, and the terms upon which the Bonds are
issued and secured.


<P align="center" style="font-size: 12pt"><B>REDEMPTION OF BONDS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Extraordinary Optional Redemption. </B>In the event of a Change of Circumstances (as&nbsp;defined in
the Indenture), the Series&nbsp;2006 Bonds shall be subject to redemption and payment prior to the
stated maturity thereof at the option of the Issuer, upon instructions from the Tenant, on any
date, at the par value of the principal amount thereof, plus accrued interest thereon to the
redemption date, without premium.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Optional Redemption. </B>The outstanding principal of the Series&nbsp;2006 Bonds is subject to
redemption and payment prior to maturity upon instructions from the Tenant, as a whole or in part
on any date, at the redemption price of the par value of the principal amount thereof, without
premium, plus accrued interest thereon to date fixed for redemption and payment.


<P align="left" style="font-size: 12pt; text-indent: 4%">When any Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to
be redeemed will be given by mailing a copy of the redemption notice at least 30&nbsp;days prior to the
date fixed for redemption to the Owner of each Bond to be redeemed at the address shown on the
registration books maintained by the Trustee; provided, however, that failure to give such notice
by mailing as aforesaid, or any defect therein, shall not affect the validity of any proceedings
for the redemption of Bonds. If less than all of the Outstanding Bonds of this series are called
for redemption, Bonds shall be redeemed as directed in writing by the Tenant. Bonds of less than a
full maturity shall be selected by the Trustee in such equitable manner as it may determine. All
Bonds so called for redemption will cease to bear interest on the specified redemption date and
shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the
provisions of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Bonds and the interest thereon are limited obligations of the Issuer payable exclusively
out of the Trust Estate under the Indenture, including but not limited to the rents, revenues and
receipts under the Lease, and are secured by a pledge of the Leased Property (including any Project
Additions) as described in the Lease and a pledge and assignment of the Trust Estate, including all
rentals and other amounts to be received by the Issuer under and pursuant to the Lease, all as
provided in the Indenture. The Bonds and the interest thereon do not constitute a debt or general
obligation of the Issuer, the State of Kansas or any municipal corporation thereof, and are not
payable in any manner by taxation. The Bonds do not constitute an indebtedness within the meaning
of constitutional or statutory debt limitations or restrictions. Pursuant to the provisions of the
Lease, Basic Rent is to be paid by the Tenant directly to the Trustee for the account of the Issuer
and deposited in a special trust account created by the Issuer and designated &#147;City of McPherson,
Kansas, Debt Service Fund for Taxable Industrial Revenue Bonds (National&nbsp;Cooperative Refinery
Association).&#148; If the Tenant fails to make payments of Basic Rent under the Lease, the Trustee
must give 5 Business Days&#146; written notice to the Tenant of the default before the default becomes
an Event of Default under the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">No Owner of Bonds shall have the right to enforce the provisions of the Indenture or to
institute action to enforce the covenants therein, or to take any action with respect to any event
of default under the Indenture, or to institute, appear in or defend any suit or other proceedings
with respect thereto, except as provided in the Indenture. In certain events, on the conditions,
in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued
under the Indenture and then Outstanding may become or may be declared due and payable prior to the
stated maturity thereof, together with interest accrued thereon. Modifications or alterations of
this Bond or the Indenture may be made only to the extent and under the circumstances permitted by
the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate is transferable, as provided in the Indenture, only upon the
registration books of the Issuer kept for that purpose at the above mentioned office of the Bond
Registrar and Paying Agent by the Owner hereof in person or by his duly authorized attorney, upon
surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee
duly executed by the Owner or such Owner&#146;s duly authorized attorney, and thereupon a new Bond
certificate in the same aggregate principal amount, shall be issued to the transferee in exchange
therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The
Tenant has agreed to pay as Additional Rent under the Lease all costs incurred in connection with
the issuance, transfer, exchange, registration, redemption or payment of the Bonds except (a)&nbsp;the
reasonable fees and expenses in connection with the replacement of certificates mutilated, stolen,
lost or destroyed or (b)&nbsp;any tax or other governmental charge imposed in relation to the transfer,
exchange, registration, redemption or payment of the Bonds. The Issuer, the Trustee and any Paying
Agent may deem and treat the person in whose name this Bond certificate is registered as the
absolute Owner hereof for the purpose of receiving payment of, or on account of, the principal or
redemption price hereof and interest due hereon and for all other purposes.


<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Indenture until the Certificate of Authentication hereon shall
have been executed by the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IT IS HEREBY CERTIFIED AND DECLARED </B>that all acts, conditions and things required to exist,
happen and be performed precedent to and in the execution and delivery of the Indenture and the
issuance of the Bonds do exist, have happened and have been performed in due time, form and manner
as required by law.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">8
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>Issuer has caused this Bond certificate to be executed in its name by the
manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its
City Clerk and its official seal to be affixed hereto or imprinted hereon, and has caused the Bonds
to be dated as of the Issue Date of the Bonds.



<P align="left" style="margin-left:23%; font-size: 12pt; text-indent: 4%"><B>CITY OF MCPHERSON, KANSAS</B>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(Facsimile Seal) By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>

</TABLE>



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 15%">William J. Goering, Mayor


<P align="left" style="font-size: 12pt">ATTEST:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Gary L. Meagher, City Clerk


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">9
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt"><B>(FORM OF CERTIFICATE OF AUTHENTICATION)</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Bond certificate evidences ownership of the City of McPherson, Kansas Taxable Industrial
Revenue Bonds, Series&nbsp;2006 (National Cooperative Refinery Association), as described herein and in
the Bond Agreement described herein. The Issue Date of this Bond is <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2006.


<P align="left" style="font-size: 12pt; text-indent: 27%"><B>SECURITY BANK OF KANSAS CITY</B>


<P align="left" style="font-size: 12pt; text-indent: 27%"><B>Kansas City, Kansas,</B>


<P align="left" style="font-size: 12pt; text-indent: 27%"><B>as bond registrar</B>


<P align="left" style="font-size: 12pt; text-indent: 27%">By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Authorized Officer<BR>


<P align="center" style="font-size: 10pt; display: none">10
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt"><B>(FORM OF ASSIGNMENT)</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">For value received, the undersigned hereby sells, assigns and transfers unto


<P>
<HR noshade width="26%" align="center" size="1" color="#000000">
<P>



<P align="center" style="font-size: 12pt">Print or Type Name and Address of Transferee



<P align="left" style="font-size: 12pt">the Bonds represented by this certificate and all rights thereunder, and hereby authorizes the
transfer of the within Bond on the books kept by the Bond Registrar and Paying Agent for the
registration and transfer of Bonds.


<P align="left" style="font-size: 12pt">Dated: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:23%; font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face
of the within Bond in every particular.



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 4%">Signature Guaranteed By:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#091;Seal of Bank&#093;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
(Name of Eligible Guarantor Institution)</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Title:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt">Signature must be guaranteed by an eligible guarantor institution as defined by S.E.C. Rule&nbsp;17
Ad-15 (17 C.F.R. 240. 17-Ad-15)


<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt"><B>THIS BOND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION
EXEMPT FROM THE APPLICATION OF FEDERAL AND STATE SECURITIES LAWS.</B>
</FONT>

<P align="center" style="font-size: 10pt; display: none">11
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt"></FONT><FONT style="font-size: 12pt"><B><I>APPENDIX B</I></B></FONT>



<P align="center" style="font-size: 12pt"><B><I>GLOSSARY OF WORDS AND TERMS</I></B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Act&#148; </B>means K.S.A. 12-1740 <I>et seq.</I>, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Additional Bonds&#148; </B>means any Bonds issued in addition to the Series&nbsp;2006 Bonds pursuant to
<I>Section&nbsp;209 </I>of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Authorized Tenant Representative&#148; </B>means John Buehrle, Vice President &#151; Finance of the Tenant,
or such other person as is designated to act on behalf of the Tenant as evidenced by written
certificate furnished to Trustee, containing the specimen signature of such person and signed on
behalf of the Tenant by its President or any Vice President. Such certificate may designate an
alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized
Tenant Representative.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Bond&#148; </B>or <B>&#147;Bonds&#148; </B>means the Series&nbsp;2006 Bonds and any Additional Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Bond Counsel&#148; </B>means the firm of Gilmore &#038; Bell, P.C. or any other attorney or firm of
attorneys whose expertise in matters relating to the issuance of obligations by states and their
political subdivisions is nationally recognized and acceptable to Issuer and Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Bondowner&#148; </B>means the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Business Day&#148; </B>means a day which is not a Saturday, Sunday or any day designated as a holiday
by the Congress of the United States or by the legislature of the State and on which banks in the
State are not authorized to be closed.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Change of Circumstances&#148; </B>means the occurrence of any of the following events:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;&nbsp;title to, or the temporary use of, all or any substantial part of the Leased Property
shall be condemned by any authority exercising the power of eminent domain;


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;&nbsp;title to such portion of the Leased Property is found to be deficient or nonexistent to
the extent that the Leased Property is untenantable or the efficient utilization of the Leased
Property by the Tenant is substantially impaired;


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;&nbsp;substantially all of the Leased Property is damaged or destroyed by fire or other
casualty; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(4)&nbsp;&nbsp;as a result of: (i)&nbsp;changes in the constitution of the State; or (ii)&nbsp;any legislative or
administrative action by the State or any political subdivision thereof, or by the United States;
or (iii)&nbsp;any action instituted in any court, the Lease shall become void or unenforceable, or
impossible of performance without unreasonable delay, or in any other way by reason of such changes
of circumstances, unreasonable burdens or excessive liabilities are imposed upon Issuer or Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Completion Date&#148; </B>means the date of actual completion of the acquisition, purchase,
construction and installation of the Leased Property pursuant to the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Construction Period&#148; </B>means the period from the beginning of acquisition or construction of
the Leased Property to the Completion Date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Costs of Issuance&#148; </B>means any and all expenses of whatever nature incurred in connection with
the issuance and sale of Bonds, including, but not limited to, underwriting fees and expenses,
underwriting discount, initial fees of the Trustee, administrative fees or expenses of the Issuer,
bond and other printing expenses and legal fees and expenses of Bond Counsel, Issuer&#146;s counsel and
counsel for the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Debt Service Fund&#148; </B>means the &#147;City of McPherson, Kansas Debt Service Fund for Taxable
Industrial Revenue Bonds (National Cooperative Refinery Association)&#148; created pursuant to <I>Section
601 </I>of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Default Administration Costs&#148; </B>means the reasonable fees, charges, costs, advances and
expenses of the Trustee incurred in anticipation of an Event of Default, or after the occurrence of
an Event of Default, including, but not limited to, counsel fees, litigation costs and expenses,
the expenses of maintaining and preserving the Leased Property and the expenses of re-letting or
selling the Leased Property.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Event of Default&#148; </B>means one of the following events:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Default in the due and punctual payment of any interest on any Bond within five business
days after receipt of written notice from the Trustee to cure such default within that time period;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Default in the due and punctual payment of the principal of or premium, if any, on any
Bond on the stated maturity or accelerated maturity date thereof, or at the redemption date thereof
within five business days after receipt of written notice from the Trustee to cure such default
within that time period;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;Default in the performance or observance of any other of the covenants, agreements or
conditions on the part of the Issuer in this Indenture or in any Bonds contained, and the
continuance thereof for a period of 30&nbsp;days after written notice thereof shall have been given to
the Issuer and the Tenant by the Trustee, or to the Trustee, the Issuer and the Tenant by
Bondowners owning not less than 25% in aggregate principal amount of Bonds then Outstanding;
provided, however, if any default shall be such that it cannot be corrected within such 30-day
period, it shall not constitute an Event of Default if corrective action is instituted by the
Issuer or the Tenant within such period and diligently pursued until such default is corrected; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;An &#147;Event of Default&#148; as defined in the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Government Securities&#148; </B>means direct obligations of, or obligations the payment of the
principal of and interest on which are unconditionally guaranteed by, the United States of America.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Indenture&#148; </B>means this Trust Indenture, as from time to time amended and supplemented by
Supplemental Indentures in accordance with the provisions of <I>Article&nbsp;XI </I>of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Interest Payment Date&#148; </B>means any date on which any interest is payable on any Bond. With
respect to the Series&nbsp;2006 Bonds, it means December 1 in each year, commencing as of December&nbsp;1,
2007.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Investment Contract&#148; </B>means an agreement to deposit all or any portion of the proceeds of the
sale of the Bonds with a bank, with the deposits to bear interest at an agreed rate.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Investment Securities&#148; </B>means any of the following securities, and to the extent the same are
at the time permitted for investment of funds held by the Trustee pursuant to this Indenture:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;&nbsp;Government Securities;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;&nbsp;obligations of the Federal National Mortgage Association, the Government National
Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation,
National Bank for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home
Administration and Federal Home Loan Mortgage Association;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;&nbsp;savings or other depository accounts or certificates of deposit, whether negotiable or
nonnegotiable, issued by any bank or trust company organized under the laws of any state of the
United States of America or any national banking association (including the Trustee and its
affiliates), provided that such deposits shall be either of a bank, trust company or national
banking association continuously and fully insured by the Federal Deposit Insurance Corporation, or
continuously and fully secured by excess deposit insurance purchased through a private insurer, or
such securities as are described above in clauses (i)&nbsp;or (ii), which shall have a market value
(exclusive of accrued interest) at all times at least equal to the principal amount of such
deposits and shall be lodged with the Trustee, as custodian, by the bank, trust company or national
banking association accepting such deposit or issuing such certificate of deposit, and the bank,
trust company or national banking association issuing each such certificate of deposit required to
be so secured shall furnish the Trustee an undertaking satisfactory to it that the aggregate market
value of all such obligations securing each such certificate of deposit will at all times be an
amount equal to the principal amount of each such certificate of deposit and the Trustee shall be
entitled to rely on each such undertaking;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;&nbsp;any Investment Contract or repurchase agreement with any bank or trust company organized
under the laws of any state of the United States of America or any national banking association
(including the Trustee) or government bond dealer reporting to, trading with, and recognized as a
primary dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or
more of the securities described in clauses (i)&nbsp;or (ii)&nbsp;above;


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;&nbsp;any investment in shares or units of a money market fund or trust determined by Trustee
to be suitable for investment of trust funds (including one offered, managed or otherwise made
available through the Trustee or any affiliate);


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;investments in shares or units of a money market fund or trust, the portfolio of which
is comprised entirely of securities described in clauses (i), (ii)&nbsp;or (iii)&nbsp;above.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Issuer&#148; </B>means the City of McPherson, Kansas, a body politic and corporate incorporated as a
city of the second class under the laws of the State, and its successors and assigns.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Lease&#148; </B>means the Lease delivered concurrently with this Indenture between the Issuer and the
Tenant, as from time to time amended and supplemented in accordance with the provisions thereof and
of <I>Article&nbsp;XII </I>of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Leased Property&#148; </B>means all buildings, building improvements, machinery and equipment
purchased in whole or in part from the proceeds of the Series&nbsp;2006 Bonds and, to the extent
applicable, from the proceeds of any Additional Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Notice Representative&#148; </B>means:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;&nbsp;With respect to the Tenant, its chief executive officer at its Notice Address (as defined
in the Lease).


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;&nbsp;With respect to the Issuer, its duly acting clerk at its Notice Address (as defined in
the Lease).


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;&nbsp;With respect to the Trustee, any corporate trust officer at its Notice Address (as
defined in the Lease).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Original Proceeds&#148; </B>means all sale proceeds, including accrued interest, from sale of the
Series&nbsp;2006 Bonds to the Original Purchaser and all investment earnings credited to the Project
Fund prior to the Completion Date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Original Purchaser&#148; </B>means National Cooperative Refinery Association, McPherson, Kansas.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Outstanding&#148; </B>means, as of a particular date all Bonds issued, authenticated and delivered
under this Indenture (including any Supplemental Indentures), except:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;Bonds canceled by the Trustee or delivered to the Trustee for cancellation pursuant to
this Indenture;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Bonds for the payment or redemption of which moneys or investments have been deposited in
trust with the Trustee and irrevocably pledged to such payment of redemption in accordance with the
provisions of <I>Section&nbsp;1302 </I>of this Indenture; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;Bonds in exchange for or in lieu of which other Bonds have been authenticated and
delivered pursuant to this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Owner&#148; </B>means the owner of any Bond as shown on the registration books of the Trustee
maintained as provided in this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Paying Agent&#148; </B>means the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Payment Date&#148; </B>means any Interest Payment Date or any Principal Payment Date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Permitted Encumbrances&#148; </B>means any mortgages, liens or other encumbrances specifically
described in <I>Schedule&nbsp;I.</I>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Principal Payment Date&#148; </B>means any date on which principal on any Bond is due and payable,
whether at the stated maturity or earlier required redemption thereof. With respect to the Series
2006 Bonds, the Principal Payment Date is December&nbsp;1, 2016.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Project Additions&#148; </B>means any additional Leased Property or any modifications, extensions or
enlargements of the Leased Property acquired, constructed or installed from proceeds of any series
of Additional Bonds authorized and issued pursuant to this Indenture. It also includes any
alterations or additions made to the Leased Property to the extent provided in <I>Articles XI </I>and <I>XII</I>
of the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Project Costs&#148; </B>means those costs incurred in connection with acquisition, construction or
installation of any Leased Property, including:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;all costs and expenses necessary or incident to the acquisition of such of the Leased
Property as are acquired, constructed or in progress at the date of such issuance of the Series
2006 Bonds;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;fees and expenses of architects, appraisers, surveyors, engineers and other professional
consultants for estimates, surveys, soil borings and soil tests and other preliminary
investigations and items necessary to the commencement of acquisition, construction, preparation of
plans, drawings and specifications and supervision of construction and installation, as well as for
the performance of all other duties of architects, appraisers, surveyors, engineers and other
professional consultants in relation to the acquisition, construction or installation of the Leased
Property or the issuance of Bonds;


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;all costs and expenses incurred in constructing, acquiring or installing the Leased
Property;


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;payment of interest actually incurred on any interim financing obtained from a lender
unrelated to the Tenant for acquisition or performance of work on the Leased Property prior to the
issuance of the Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;interest accruing on the Series&nbsp;2006 Bonds prior to the Completion Date, if and to the
extent Original Proceeds deposited to the credit of the Debt Service Fund pursuant to <I>Section&nbsp;602</I>
of this Indenture are insufficient for payment of such interest; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;Costs of Issuance.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Project Fund&#148; </B>means the fund authorized and established with the Trustee pursuant to the
Indenture and designated the &#147;City of McPherson, Kansas Project Fund (National Cooperative Refinery
Association), including the Project Account and the Costs of Issuance Account.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Record Date&#148; </B>means the 15th day of the month in each year preceding each Interest Payment
Date, or if such date is not a Business Day, the Business Day immediately preceding such date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Rental Payments&#148; </B>means the aggregate of the Basic Rent and Additional Rent payments provided
for pursuant to <I>Article&nbsp;III </I>of the Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Series&nbsp;2006 Bonds&#148; </B>means the City of McPherson, Kansas Taxable Industrial Revenue Bonds,
Series&nbsp;2006 (National Cooperative Refinery Association) dated their Issue Date in the aggregate
principal amount of $325,000,000.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;State&#148; </B>means the State of Kansas.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Supplemental Indenture&#148; </B>means any indenture supplementing or amending this Indenture entered
into by the Issuer and the Trustee pursuant to <I>Article&nbsp;XI </I>of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Tenant&#148; </B>means National Cooperative Refinery Association, its successors and assigns.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Trust Estate&#148; </B>means the Trust Estate described in the Granting Clauses of this Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Trustee&#148; </B>means Security Bank of Kansas City, Kansas City, Kansas, a banking corporation or
association incorporated under the laws of the United States or one of the states thereof, in its
capacity as trustee, bond registrar and paying agent, and its successor or successors serving as
Trustee under this Indenture.



<P align="center" style="font-size: 10pt; display: none">12


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<P align="left" style="font-size: 10pt; text-indent: 36%"><FONT style="font-size: 12pt">GILMORE &#038; BELL, P.C.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 41%">Execution Copy


<P align="center" style="font-size: 12pt"><B>CITY OF MCPHERSON, KANSAS</B>



<P align="center" style="font-size: 12pt"><B>AS ISSUER</B>



<P align="center" style="font-size: 12pt"><B>AND</B>



<P align="center" style="font-size: 12pt"><B>NATIONAL COOPERATIVE REFINERY ASSOCIATION</B>



<P align="center" style="font-size: 12pt"><B>AS TENANT</B>



<P align="center" style="font-size: 12pt"><B>LEASE</B>



<P align="center" style="font-size: 12pt"><B>DATED AS OF THE ISSUE DATE OF THE BONDS</B>



<P align="center" style="font-size: 12pt"><B>$325,000,000<BR>
TAXABLE INDUSTRIAL REVENUE BONDS<BR>
SERIES 2006<BR>
(NATIONAL COOPERATIVE REFINERY ASSOCIATION)</B>



<P align="center" style="font-size: 10pt; display: none">1
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<P align="left" style="font-size: 12pt"><B>LEASE</B>


<P align="center" style="font-size: 12pt">TABLE OF CONTENTS



<P align="left" style="font-size: 12pt; text-indent: 47%"><U>Page </U>


<P align="center" style="font-size: 12pt"><B>ARTICLE I</B>



<P align="left" style="font-size: 12pt">Section&nbsp;1.1.&nbsp;&nbsp;&nbsp;Definitions
<BR>
Section&nbsp;1.2.&nbsp;&nbsp;&nbsp;Representations and Covenants by the Tenant
<BR>
Section&nbsp;1.3.&nbsp;&nbsp;&nbsp;Representations and Covenants by the Issuer


<P align="center" style="font-size: 12pt"><B>ARTICLE II</B>



<P align="left" style="font-size: 12pt">Section&nbsp;2.1.&nbsp;&nbsp;&nbsp;Granting of Leasehold


<P align="center" style="font-size: 12pt"><B>ARTICLE III</B>



<P align="left" style="font-size: 12pt">Section&nbsp;3.1.&nbsp;&nbsp;&nbsp;Basic Rent
<BR>
Section&nbsp;3.2.&nbsp;&nbsp;&nbsp;Additional Rent
<BR>
Section&nbsp;3.3.&nbsp;&nbsp;&nbsp;Rent Payable Without Abatement or Setoff
<BR>
Section&nbsp;3.4.&nbsp;&nbsp;&nbsp;Prepayment of Basic Rent
<BR>
Section&nbsp;3.5.&nbsp;&nbsp;&nbsp;Deposit of Rent by the Trustee
<BR>
Section&nbsp;3.6.&nbsp;&nbsp;&nbsp;Acquisition of Bonds


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B>



<P align="left" style="font-size: 12pt">Section&nbsp;4.1.&nbsp;&nbsp;&nbsp;Disposition of Original Proceeds; Project Fund


<P align="center" style="font-size: 12pt"><B>ARTICLE V</B>



<P align="left" style="font-size: 12pt">Section&nbsp;5.1.&nbsp;&nbsp;&nbsp;Acquisition of Improvements
<BR>
Section&nbsp;5.2.&nbsp;&nbsp;&nbsp;Leased Property Contracts
<BR>
Section&nbsp;5.3.&nbsp;&nbsp;&nbsp;Payment of Leased Property Costs for Buildings and Improvements
<BR>
Section&nbsp;5.4.&nbsp;&nbsp;&nbsp;Payment of Leased Property Costs for Machinery and Equipment
<BR>
Section&nbsp;5.5.&nbsp;&nbsp;&nbsp;Completion of Improvements
<BR>
Section&nbsp;5.6.&nbsp;&nbsp;&nbsp;Deficiency of Project Fund
<BR>
Section&nbsp;5.7.&nbsp;&nbsp;&nbsp;Right of Entry by the Issuer and the Trustee
<BR>
Section&nbsp;5.8.&nbsp;&nbsp;&nbsp;Machinery and Equipment Purchased by the Tenant
<BR>
Section&nbsp;5.9.&nbsp;&nbsp;&nbsp;Leased Property Property of the Issuer
<BR>
Section&nbsp;5.10.&nbsp;&nbsp;&nbsp;Kansas Retailers&#146; Sales Tax


<P align="center" style="font-size: 12pt"><B>ARTICLE VI</B>



<P align="left" style="font-size: 12pt">Section&nbsp;6.1.&nbsp;&nbsp;&nbsp;Insurance


<P align="center" style="font-size: 12pt"><B>ARTICLE VII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;7.1.&nbsp;&nbsp;&nbsp;Impositions
<BR>
Section&nbsp;7.2.&nbsp;&nbsp;&nbsp;Receipted Statements
<BR>
Section&nbsp;7.3.&nbsp;&nbsp;&nbsp;Contest of Impositions
<BR>
Section&nbsp;7.4.&nbsp;&nbsp;&nbsp;Ad Valorem Taxes
<BR>
Section&nbsp;7.5.&nbsp;&nbsp;&nbsp;Payment in Lieu of Taxes


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;8.1.&nbsp;&nbsp;&nbsp;Use of Leased Property


<P align="center" style="font-size: 12pt"><B>ARTICLE IX</B>



<P align="left" style="font-size: 12pt">Section&nbsp;9.1.&nbsp;&nbsp;&nbsp;Sublease by the Tenant
<BR>
Section&nbsp;9.2.&nbsp;&nbsp;&nbsp;Assignment by the Tenant
<BR>
Section&nbsp;9.3.&nbsp;&nbsp;&nbsp;Release of the Tenant
<BR>
Section&nbsp;9.4.&nbsp;&nbsp;&nbsp;Mergers and Consolidations
<BR>
Section&nbsp;9.5.&nbsp;&nbsp;&nbsp;Covenant Against Other Assignments


<P align="center" style="font-size: 12pt"><B>ARTICLE X</B>



<P align="left" style="font-size: 12pt">Section&nbsp;10.1.&nbsp;&nbsp;Repairs and Maintenance
<BR>
Section&nbsp;10.2.&nbsp;&nbsp;Removal, Disposition and Substitution of Machinery or Equipment


<P align="center" style="font-size: 12pt"><B>ARTICLE XI</B>



<P align="left" style="font-size: 12pt">Section&nbsp;11.1.&nbsp;&nbsp;Alteration of Leased Property


<P align="center" style="font-size: 12pt"><B>ARTICLE XII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;12.1.&nbsp;&nbsp;Additional Improvements


<P align="center" style="font-size: 12pt"><B>ARTICLE XIII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;13.1.&nbsp;&nbsp;Securing of Permits and Authorizations
<BR>
Section&nbsp;13.2.&nbsp;&nbsp;Mechanic&#146;s Liens
<BR>
Section&nbsp;13.3.&nbsp;&nbsp;Contest of Liens
<BR>
Section&nbsp;13.4.&nbsp;&nbsp;Utilities


<P align="center" style="font-size: 12pt"><B>ARTICLE XIV</B>



<P align="left" style="font-size: 12pt">Section&nbsp;14.1.&nbsp;&nbsp;Indemnity


<P align="center" style="font-size: 12pt"><B>ARTICLE XV</B>



<P align="left" style="font-size: 12pt">Section&nbsp;15.1.&nbsp;&nbsp;Access to Leased Property


<P align="center" style="font-size: 12pt"><B>ARTICLE XVI</B>



<P align="left" style="font-size: 12pt">Section&nbsp;16.1.&nbsp;&nbsp;Option to Extend Basic Term


<P align="center" style="font-size: 12pt"><B>ARTICLE XVII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;17.1.&nbsp;&nbsp;Option to Purchase Leased Property
<BR>
Section&nbsp;17.2.&nbsp;&nbsp;Quality of Title and Purchase Price
<BR>
Section&nbsp;17.3.&nbsp;&nbsp;Closing of Purchase
<BR>
Section&nbsp;17.4.&nbsp;&nbsp;Effect of Failure to Complete Purchase
<BR>
Section&nbsp;17.5.&nbsp;&nbsp;Application of Condemnation Awards if the Tenant Purchases Leased Property


<P align="center" style="font-size: 12pt"><B>ARTICLE XVIII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;18.1.&nbsp;&nbsp;Damage and Destruction
<BR>
Section&nbsp;18.2.&nbsp;&nbsp;Condemnation
<BR>
Section&nbsp;18.3.&nbsp;&nbsp;Effect of Tenant&#146;s Defaults


<P align="center" style="font-size: 12pt"><B>ARTICLE XIX</B>



<P align="left" style="font-size: 12pt">Section&nbsp;19.1.&nbsp;&nbsp;Change of Circumstances


<P align="center" style="font-size: 12pt"><B>ARTICLE XX</B>



<P align="left" style="font-size: 12pt">Section&nbsp;20.1.&nbsp;&nbsp;Remedies on Default
<BR>
Section&nbsp;20.2.&nbsp;&nbsp;Survival of Obligations
<BR>
Section&nbsp;20.3.&nbsp;&nbsp;No Remedy Exclusive


<P align="center" style="font-size: 12pt"><B>ARTICLE XXI</B>



<P align="left" style="font-size: 12pt">Section&nbsp;21.1.&nbsp;&nbsp;Performance of the Tenant&#146;s Obligations by the Issuer


<P align="center" style="font-size: 12pt"><B>ARTICLE XXII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;22.1.&nbsp;&nbsp;Surrender of Possession


<P align="center" style="font-size: 12pt"><B>ARTICLE XXIII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;23.1.&nbsp;&nbsp;Notices


<P align="center" style="font-size: 12pt"><B>ARTICLE XXIV</B>



<P align="left" style="font-size: 12pt">Section&nbsp;24.1.&nbsp;&nbsp;Triple-Net Lease
<BR>
Section&nbsp;24.2.&nbsp;&nbsp;Funds Held by the Trustee After Payment of Bonds


<P align="center" style="font-size: 12pt"><B>ARTICLE XXV</B>



<P align="left" style="font-size: 12pt">Section&nbsp;25.1.&nbsp;&nbsp;Rights and Remedies
<BR>
Section&nbsp;25.2.&nbsp;&nbsp;Waiver of Breach
<BR>
Section&nbsp;25.3.&nbsp;&nbsp;The Issuer Shall Not Unreasonably Withhold Consents and Approvals


<P align="center" style="font-size: 12pt"><B>ARTICLE XXVI</B>



<P align="left" style="font-size: 12pt">Section&nbsp;26.1.&nbsp;&nbsp;&nbsp;The Issuer May Not Sell
<BR>
Section&nbsp;26.2.&nbsp;&nbsp;Quiet Enjoyment and Possession


<P align="center" style="font-size: 12pt"><B>ARTICLE XXVII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;27.1.&nbsp;&nbsp;Investment Tax Credit; Depreciation


<P align="center" style="font-size: 12pt"><B>ARTICLE XXVIII</B>



<P align="left" style="font-size: 12pt">Section&nbsp;28.1.&nbsp;&nbsp;Amendments
<BR>
Section&nbsp;28.2.&nbsp;&nbsp;Granting of Easements
<BR>
Section&nbsp;28.3.&nbsp;&nbsp;Security Interests
<BR>
Section&nbsp;28.4.&nbsp;&nbsp;Construction and Enforcement
<BR>
Section&nbsp;28.5.&nbsp;&nbsp;Invalidity of Provisions of Lease
<BR>
Section&nbsp;28.6.&nbsp;&nbsp;Covenants Binding on Successors and Assigns
<BR>
Section&nbsp;28.7.&nbsp;&nbsp;Section&nbsp;Headings
<BR>
Section&nbsp;28.8.&nbsp;&nbsp;Execution of Counterparts

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Signatures and Acknowledgments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Appendix&nbsp;A, Form of Requisition for Payment of Project Costs</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">A-1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Appendix&nbsp;B, Form of Certificate of Completion</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">B-1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Appendix&nbsp;C, Glossary of Words and Terms</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">D-1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Schedule&nbsp;I, Description of Property</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">S-1</TD>
    <TD>&nbsp;</TD>
</TR>
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<P align="center" style="font-size: 12pt"><B>LEASE</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>THIS LEASE, </B>made and entered into as of the Issue Date of the Bonds hereinafter defined
between the City of McPherson, Kansas (the &#147;Issuer&#148;), and National Cooperative Refinery Association
(the &#147;Tenant&#148;).


<P align="center" style="font-size: 12pt"><B>WITNESSETH:</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS, </B>the Issuer is a municipal corporation incorporated as a city of the second class,
duly organized and existing under the laws of the State, with full lawful power and authority to
enter into this Lease by and through its governing body; and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS, </B>the Issuer, in furtherance of the purposes and pursuant to the provisions of the laws
of the State, particularly K.S.A. 12-1740 <I>et seq</I>., as amended (the &#147;Act&#148;), and in order to provide
for the economic development and welfare of the City of McPherson, Kansas and its environs and to
provide employment opportunities for its citizens and to promote the economic stability of the
State, has proposed and does hereby propose that it shall:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;&nbsp;Acquire the Leased Property (as defined in the Indenture);


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;&nbsp;Lease the Leased Property to the Tenant for the rentals and upon the terms and conditions
hereinafter set forth; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;&nbsp;Issue, for the purpose of paying Project Costs (as defined in the Indenture), the Series
2006 Bonds under and pursuant to and subject to the provisions of the Act and the Indenture (herein
defined), said Indenture being incorporated herein by reference and authorized by an ordinance of
the governing body of the Issuer; and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS, </B>the Tenant, pursuant to the foregoing proposals of the Issuer, desires to lease the
Leased Property from the Issuer for the rentals and upon the terms and conditions hereinafter set
forth;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>NOW, THEREFORE, </B>in consideration of the premises and the mutual covenants and agreements
herein set forth, Issuer and the Tenant do hereby covenant and agree as follows:


<P align="center" style="font-size: 12pt"><B>ARTICLE I</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1.1.&nbsp;&nbsp;<B>Definitions</B>. Capitalized terms not otherwise defined in this Lease shall have
the meanings set forth in <I>Appendix&nbsp;B </I>to the Indenture. In addition to the words, terms and phrases
defined in <I>Appendix&nbsp;B </I>to the Indenture and elsewhere in this Lease, the capitalized words, terms
and phrases as used herein shall have the meanings set forth in the Glossary of Words and Terms
attached as <I>Appendix&nbsp;C, </I>unless the context or use indicates another or different meaning or intent.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1.2.&nbsp;&nbsp;<B>Representations and Covenants by the Tenant</B>. The Tenant makes the following
covenants and representations as the basis for the undertakings on its part herein contained:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;The Tenant is a Kansas cooperative marketing association, duly organized and existing
under the laws of said state, and is duly authorized and qualified to do business in the State,
with lawful power and authority to enter into this Lease, acting by and through its duly authorized
officers.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;Except as otherwise permitted herein, the Tenant shall (1)&nbsp;maintain and preserve its
existence and organization as a cooperative marketing association and its authority to do business
in the State and to operate the Leased Property; and (2)&nbsp;shall not initiate any proceedings of any
kind whatsoever to dissolve or liquidate without (A)&nbsp;securing the prior written consent thereto of
the Issuer and (B)&nbsp;making provision for the payment in full of the principal of and interest and
redemption premium, if any, on the Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;Neither the execution and/or delivery of this Lease, the consummation of the transactions
contemplated hereby or by the Indenture, nor the fulfillment of or compliance with the terms and
conditions of this Lease contravenes in any material respect any provisions of its articles of
incorporation or bylaws, or conflicts in any material respect with or results in a material breach
of the terms, conditions or provisions of any mortgage, debt, agreement, indenture or instrument to
which the Tenant is a party or by which it is bound, or to which it or any of its properties is
subject, or would constitute a material default (without regard to any required notice or the
passage of any period of time) under any of the foregoing, or would result in the creation or
imposition of any lien, charge or encumbrance upon any of the property or assets of the Tenant
under the terms of any mortgage, debt, agreement, indenture or instrument, or violates in any
material respect any existing law, administrative regulation or court order or consent decree to
which the Tenant is subject.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;This Lease constitutes a legal, valid and binding obligation of the Tenant enforceable
against the Tenant in accordance with its terms.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;The Tenant agrees to operate and will operate the Leased Property, or cause the Leased
Property to be operated as a &#147;facility,&#148; as that term is contemplated in the Act, from the date of
the Issuer&#146;s acquisition of the Leased Property to the end of the Term.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;The Tenant has obtained or will obtain any and all permits, authorizations, licenses and
franchises necessary to construct the Leased Property and to enable it to operate and utilize the
Leased Property for the purposes for which it was leased by the Tenant under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%">(g)&nbsp;&nbsp;The estimated total cost of the Leased Property to be financed by the proceeds of the
Series&nbsp;2006 Bonds, plus interest on the Series&nbsp;2006 Bonds during acquisition, and Costs of Issuance
of the Series&nbsp;2006 Bonds, will not be less than the original aggregate principal amount of the
Series&nbsp;2006 Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1.3.&nbsp;&nbsp;<B>Representations and Covenants by the Issuer</B>. The Issuer makes the following
representations and covenants as the basis for the undertakings on its part herein contained:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;It is a municipal corporation duly incorporated and existing as a city of the second
class under the constitution and laws of the State. Under the provisions of the Act and the
Ordinance, the Issuer has the power to enter into and perform the transactions contemplated by this
Lease and the Indenture and to carry out its obligations hereunder and thereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;It has not, in whole or in part, assigned, leased, hypothecated or otherwise created any
other interest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be
placed against, the Leased Property, except for this Lease, the assignment of this Lease to the
Trustee, any Permitted Encumbrances, any Impositions, and the pledge of the Leased Property
pursuant to the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;Except as otherwise provided herein or in the Indenture, it will not during the Term, in
whole or in part, assign, lease, hypothecate or otherwise create any other interest in, or dispose
of, or cause or permit any lien, claim or encumbrance to be placed against, the Leased Property,
except Permitted Encumbrances, this Lease, any Impositions and the pledge of the Leased Property
pursuant to the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;It has pledged the Leased Property and the net rentals therefrom generated under the
Lease to payment of the Bonds in the manner prescribed by the Act, and has duly authorized the
execution and delivery of this Lease and the Indenture and the issuance, sale and delivery of the
Series&nbsp;2006 Bonds.


<P align="left" style="font-size: 12pt; text-indent: 8%">(f)&nbsp;&nbsp;It has notified or obtained the consent to and/or approval of the issuance of the Series
2006 Bonds by each municipal corporation and political subdivision the notification, consent or
approval of which is required by the provisions of the Act.


<P align="center" style="font-size: 12pt"><B>ARTICLE II</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.1.&nbsp;&nbsp;<B>Granting of Leasehold</B>. The Issuer by these presents hereby rents, leases and
lets the Leased Property unto the Tenant and the Tenant hereby rents, leases and hires the Leased
Property for the Term from the Issuer, for the rentals and upon and subject to the terms and
conditions hereinafter set forth.


<P align="center" style="font-size: 12pt"><B>ARTICLE III</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.1.&nbsp;&nbsp;<B>Basic Rent</B>. The Issuer reserves and the Tenant covenants and agrees to pay
Basic Rent to the Trustee as assignee of the Issuer, for the account of the Issuer, for deposit in
the Debt Service Fund, on each Basic Rent Payment Date. Basic Rent shall be payable at the
principal office of the Trustee on each Basic Rent Payment Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.2.&nbsp;&nbsp;<B>Additional Rent</B>. Within 30&nbsp;days after receipt of written notice thereof, the
Tenant shall pay any Additional Rent required to be paid pursuant to this Lease not already paid.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.3.&nbsp;&nbsp;<B>Rent Payable Without Abatement or Setoff</B>. The Tenant covenants and agrees with
and for the express benefit of the Issuer and the Owner(s) of Bonds that all payments of Basic Rent
and Additional Rent shall be made by the Tenant as the same become due. Further, the Tenant shall
perform all of its obligations, covenants and agreements hereunder without notice or demand and
without abatement, deduction, setoff, counterclaim, recoupment or defense or any right of
termination or cancellation arising from any circumstance whatsoever, whether now existing or
hereafter arising, and irrespective of whether the Improvements shall have been acquired, started
or completed, or whether the Issuer&#146;s title to the Leased Property or any part thereof is defective
or non-existent, and notwithstanding any failure of consideration or commercial frustration of
purpose, the eviction or constructive eviction of the Tenant or any subtenant, any Change of
Circumstances, any change in the tax or other laws of the United States of America, the State, or
any municipal corporation of either, any change in the Issuer&#146;s legal organization or status, or
any default of the Issuer hereunder, and regardless of the invalidity of any action of the Issuer
or any other event or condition whatsoever, and regardless of the invalidity of any portion of this
Lease, and the Tenant hereby waives the provisions of any statute or other law now or hereafter in
effect contrary to any of its obligations, covenants or agreements under this Lease or which
releases or purports to release the Tenant therefrom. During any period in which the Tenant is the
sole Owner of Bonds, the Tenant may set off payments of Basic Rent hereunder against payments of
principal and interest on the Bonds, but to do so, the Tenant must send the Trustee, acting as the
Issuer&#146;s Paying Agent, a letter waiving payment of principal and interest on the Bonds. Nothing in
this Lease shall be construed as a waiver by the Tenant of any rights or claims the Tenant may have
against the Issuer under this Lease or otherwise, but any recovery upon such rights and claims
shall be had from the Issuer separately, it being the intent of this Lease that the Tenant shall be
unconditionally and absolutely obligated to perform fully all of its obligations, agreements and
covenants under this Lease (including the obligation to pay Basic Rent and Additional Rent) for the
benefit of the Owner(s) of Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.4.&nbsp;&nbsp;<B>Prepayment of Basic Rent</B>. The Tenant may at any time prepay all or any part of
the Basic Rent. Prepayments of Basic Rent will be applied to redemption of Bonds, including
payment of redemption premium, as directed in writing by the Tenant, to the extent that Bonds are
subject to optional redemption at the time of prepayment. Otherwise, prepayments of Basic Rent
will be deposited in the Debt Service Fund to be applied to purchase of Bonds, or to optional
redemption of Bonds (including redemption premium and interest) at the earliest date on which Bonds
are subject to optional redemption. To the extent that the Tenant is the Owner of Bonds, the
certificates representing some or all of such Bonds may be presented to the Trustee as the Issuer&#146;s
Paying Agent in lieu of payments of Basic Rent.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.5.&nbsp;&nbsp;<B>Deposit of Rent by the Trustee</B>. As assignee of the Issuer&#146;s rights hereunder,
the Trustee shall deposit, use and apply all payments of Basic Rent and Additional Rent in
accordance with the provisions of this Lease and the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.6.&nbsp;&nbsp;<B>Acquisition of Bonds</B>. If the Tenant acquires any Outstanding Bonds, it may
present the certificate(s) representing such part of the Bonds to the Trustee for cancellation, and
upon such cancellation, the Tenant&#146;s obligation to pay Basic Rent shall be reduced in the same
manner as provided for prepayments by the Tenant of Basic Rent. In no event, however, shall the
Tenant&#146;s obligation to pay Basic Rent be reduced in such a manner that the Trustee shall not have
on deposit in the Debt Service Fund, on the next succeeding Payment Date, funds sufficient to pay
the maturing principal of, redemption premium, if any, and interest on Outstanding Bonds, other
than any Owned by the Tenant, as and when the same shall become due and according to the terms of
the Bonds.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.1.&nbsp;&nbsp;<B>Disposition of Original Proceeds; Project Fund</B>. The Original Proceeds shall be
paid over to the Trustee for the account of the Issuer. The Trustee shall pay from such Original
Proceeds into the Debt Service Fund the full amount of any accrued interest received upon such
sale. The remainder of such proceeds shall be deposited by the Trustee in the Project Fund to be
used and applied as provided in this Lease and the Indenture.


<P align="center" style="font-size: 12pt"><B>ARTICLE V</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.1.&nbsp;&nbsp;<B>Acquisition of Improvements</B>. Concurrently with the issuance of the Bonds to it,
the Tenant shall assign and transfer to the Issuer the Leased Property as described in <I>Schedule&nbsp;I,</I>
subject to Permitted Encumbrances (including this Lease)<I>. </I>The Tenant shall also concurrently with
such conveyance make provisions for the discharge or subordination to the interests acquired by the
Issuer of any liens or encumbrances incurred by it in connection with the construction,
installation or development of the Improvements, other than Permitted Encumbrances.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.2.&nbsp;&nbsp;<B>Project Contracts</B>. Prior to the delivery of this Lease, the Tenant may have
entered into a contract or contracts with respect to the acquisition and/or construction of the
Improvements. Those contracts, and any such contracts entered into by the Tenant or the Issuer
after delivery of this Lease are hereinafter referred to as the &#147;Project Contracts.&#148; Prior to the
delivery hereof, certain work has been or may have been performed on the Improvements pursuant to
said Project Contracts or otherwise. The Tenant hereby covenants with the Issuer to perform the
Project Contracts for the benefit of the Issuer as holder of title to the Leased Property as well
as its own benefit as tenant under this Lease, and the Issuer hereby designates the Tenant as the
Issuer&#146;s agent for the purpose of executing and performing the Project Contracts. After the
execution hereof, the Tenant shall cause the Project Contracts to be fully performed by the
contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof,
and the Tenant covenants to cause the Improvements to be acquired, constructed, installed and/or
completed in accordance with the Project Contracts. The Tenant warrants that the construction
and/or acquisition of the Improvements in accordance with said Project Contracts will result in the
Leased Property being suitable for use by the Tenant as a commercial oil refinery facility. Any
and all amounts received by the Issuer, the Trustee or the Tenant from any of the contractors or
other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be
deposited in the Project Fund.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.3.&nbsp;&nbsp;<B>Payment of Project Costs for Buildings and Improvements</B>. The Issuer hereby
agrees to pay for the acquisition of the Improvements to be paid for from the proceeds of Bonds, or
any repairs or replacements to be made pursuant to <I>Article&nbsp;XVIII </I>of this Lease, but solely from
Original Proceeds of the Bonds (or Net Proceeds, as applicable) as deposited in the Project Fund,
and hereby authorizes and directs the Trustee to pay for the same, but solely from the Project
Fund, from time to time, after issuance of the Bonds, upon receipt by the Trustee of a requisition
certificate signed by the Authorized Tenant Representative in the form set forth as <I>Appendix&nbsp;A</I>
hereto which is incorporated herein by reference.


<P align="left" style="font-size: 12pt; text-indent: 4%">The sole obligation of the Issuer under this paragraph shall be to cause the Trustee to make
such disbursements upon receipt of such certificates and releases or waivers. The Trustee may rely
fully on any such certificates and shall not be required to make any investigation in connection
therewith.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.4.&nbsp;&nbsp;<B>Payment of Project Costs for Machinery and Equipment</B>. The Issuer hereby agrees
to pay for the purchase and acquisition of any machinery and equipment constituting a part of the
Improvements, but solely from the Project Fund, from time to time, upon receipt by the Trustee of a
certificate signed by the Authorized Tenant Representative in the form provided by <I>Appendix&nbsp;A</I>
hereto which is incorporated herein by reference and accompanied by a complete description of each
item of machinery or equipment, the date of acquisition by the Tenant and the acquisition cost.


<P align="left" style="font-size: 12pt; text-indent: 4%">The sole obligation of the Issuer under this Section shall be to cause the Trustee to make
such disbursements upon receipt of said certificates. The Trustee may rely fully on any such
certificate and shall not be required to make any independent investigation in connection
therewith. All machinery, equipment and/or personal property acquired, in whole or in part, from
funds deposited in the Project Fund pursuant to this Section will be considered a part of the
Leased Property. With respect to items of machinery and equipment constituting a part of the
Improvements, the Tenant shall maintain a running master list of such machinery and equipment, and
within 30&nbsp;days after the Completion Date, the Tenant shall prepare an accurate detailed final list
of machinery and equipment constituting a part of the Improvements (but not installed as fixtures
therein or thereon), which list shall be filed with the Trustee, and shall constitute a part of
this Lease by reference. All machinery and equipment constituting a part of the Improvements shall
be appropriately identified by separate schedule.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.5.&nbsp;&nbsp;<B>Completion of Improvements </B>. The Tenant warrants that the Leased Property, when
completed, will be occupied and used by the Tenant for its lawful business purposes. The Tenant
covenants and agrees to proceed diligently to complete the Improvements to be acquired with the
proceeds of the Series&nbsp;2006 Bonds. Upon completion of the Improvements, the Tenant shall cause the
Authorized Tenant Representative to deliver a Certificate of Completion, in the form substantially
as attached hereto as <I>Appendix&nbsp;B</I>, to the Trustee. In the event funds remain on hand in the Project
Fund on the date the Certificate of Completion is furnished to the Trustee, such remaining funds
shall be transferred by the Trustee to the Debt Service Fund on the receipt of the Certificate of
Completion and shall be applied in accordance with the provisions of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.6.&nbsp;&nbsp;<B>Deficiency of Project Fund</B>. If Original Proceeds in the Project Fund are
insufficient to pay fully any Project Costs (including reimbursements to the Tenant for Project
Costs advanced by the Tenant prior to issuance of the Bonds) and to fully complete the
Improvements, lien free (except for Permitted Encumbrances), the Tenant covenants to pay the full
amount of any such deficiency by making payments directly to the contractors and to the suppliers
of materials, machinery, equipment, property and services as the same shall become due, and the
Tenant shall save the Issuer and the Trustee whole and harmless from any obligation to pay such
deficiency.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.7. <B>Right of Entry by the Issuer and the Trustee</B>. The duly authorized agents of the
Issuer and/or the Trustee shall have the right at any reasonable time and upon reasonable notice to
the Tenant prior to the completion of the Improvements to have access to the Leased Property or any
part thereof for the purpose of inspecting the acquisition, installation or construction thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.8. <B>Machinery and Equipment Purchased by the Tenant</B>. If no part of the purchase
price of an item of machinery, equipment or personal property is paid from Original Proceeds
deposited in the Project Fund pursuant to the terms of this Lease, then such item of machinery,
equipment or personal property will not be considered a part of the Leased Property.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.9.&nbsp;&nbsp;<B>Leased Property Property of the Issuer</B>. All Improvements, all work and
materials on Improvements as such work progresses, any Project Additions, anything under this Lease
which becomes, is deemed to be, or constitutes a part of the Leased Property, and the Leased
Property as fully completed, repaired, rebuilt, rearranged, restored or replaced by the Tenant
under the provisions of this Lease, except as otherwise specifically provided herein, shall
immediately when erected or installed become the absolute property of the Issuer. Any Improvements
that become a part of the real estate as fixtures shall remain separate from the Tenant&#146;s property
unless and until purchased by the Tenant from the Issuer as provided in this Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.10.&nbsp;&nbsp;<B>Kansas Retailers&#146; Sales Tax</B>.


<P align="left" style="font-size: 12pt; text-indent: 4%">The parties have entered into this Lease in contemplation that, under the existing provisions
of K.S.A. 79-3606, subsections (b)&nbsp;and (d)&nbsp;and other applicable laws, sales of tangible personal
property or services purchased in connection with construction of the Improvements are entitled to
exemption from the tax imposed by the Kansas Retailers&#146; Sales Tax Act. The parties agree that the
Issuer shall, upon the request of and with the Tenant&#146;s assistance, promptly obtain from the State
and furnish to the contractors and suppliers a project exemption certificate for the construction
of the Improvements. The Tenant covenants that said exemption certificate shall be used only in
connection with the purchase of tangible personal property or services becoming a part of the
Leased Property.


<P align="center" style="font-size: 12pt"><B>ARTICLE VI</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.1.&nbsp;&nbsp;<B>Insurance</B>. During the Term of this Lease, the Tenant shall obtain and maintain
such general accident and public liability insurance covering the Tenant&#146;s operations in or upon
the Leased Property (including coverage for losses arising from the ownership, maintenance, use or
operation of any automobile, truck or other vehicle in or upon the Leased Property), such insurance
insuring the Leased Property against loss or damage by fire, lightning and all other risks covered
by the broadest form extended coverage insurance endorsement then in use in the State, and such
other property, casualty, liability and worker&#146;s compensation insurance as is customarily carried
by business of the type in which the Tenant is engaged, subject to reasonable deductibles, all of
which insurance shall name the Tenant, the Issuer, and the Trustee as insureds and loss payees, as
their interests appear. The Trustee shall have no duty to review the insurance required by this
<I>Article&nbsp;VI </I>(or certificates thereof) or to inquire as to the compliance thereof with this <I>Article
VI</I>.


<P align="center" style="font-size: 12pt"><B>ARTICLE VII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.1.&nbsp;&nbsp;<B>Impositions</B>. The Tenant shall, during the Term of this Lease, bear, pay and
discharge, before the delinquency thereof, any and all Impositions. In the event any Impositions
may be lawfully paid in installments, the Tenant shall be required to pay only such installments
thereof as become due and payable during the term of this Lease as and when the same become due and
payable.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.2.&nbsp;&nbsp;<B>Receipted Statements</B>. Unless the Tenant exercises its right to contest any
Impositions in accordance with <I>Section&nbsp;7.3 </I>hereof, the Tenant shall, within 30&nbsp;days after the last
day for payment without penalty or interest of an Imposition which the Tenant is required to bear,
pay and discharge pursuant to the terms hereof, deliver to the Trustee a copy of the statement
issued therefor duly receipted to show the payment thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.3.&nbsp;&nbsp;<B>Contest of Impositions</B>. The Tenant shall have the right, in its own or the
Issuer&#146;s name or both, to contest the validity or amount of any Imposition by appropriate legal
proceedings instituted before the Imposition complained of becomes delinquent if, and provided, the
Tenant (i)&nbsp;before instituting any such contest, shall give the Issuer and the Trustee written
notice of its intention to do so and, if requested in writing by the Issuer or the Trustee, shall
deposit with the Trustee a surety bond of a surety company acceptable to the Issuer as surety, in
favor of the Issuer and the Trustee, as their interests may appear, or cash, in a sum of at least
the amount of the Imposition so contested, assuring the payment of such contested Impositions
together with all interest and penalties to accrue thereon and court costs, (ii)&nbsp;diligently
prosecutes any such contest and at all times effectively stays or prevents any official or judicial
sale therefor, under execution or otherwise, and (iii)&nbsp;promptly pays any final judgment enforcing
the Imposition so contested and thereafter promptly procures record release or satisfaction
thereof. The Tenant shall indemnify and hold the Issuer whole and harmless from any costs and
expenses the Issuer may incur related to any such contest.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.4.&nbsp;&nbsp;<B>Ad Valorem Taxes</B>. The parties acknowledge that under the existing provisions of
K.S.A. 79-201a, as amended, the property acquired, constructed or purchased with the proceeds of
the Bonds (except such property used for certain retail uses) is eligible to receive exemption from
<I>ad valorem </I>taxation for a period up to 10 calendar years after the calendar year in which the Bonds
are issued, provided the Issuer has complied with certain notice, hearing and procedural
requirements established by law, and proper application has been made. The Issuer represents that
such notice, hearing and procedural requirements will have been complied with at the Issue Date.
Subject to the provisions of <I>Section&nbsp;7.5 </I>of this Lease, and to the provisions of the Agreement for
Payment in Lieu of Taxes referred to therein, the Issuer will, at the Tenant&#146;s request, with
information furnished by Tenant and the Trustee, make all necessary filings regarding the
application for 100% <I>ad valorem </I>tax exemption for the full 10-year period on or before March 1 in
the calendar year following the calendar year in which the Bonds were issued, and will renew said
application from time to time and take any other action as may be necessary to maintain such <I>ad
valorem </I>tax exemption in full force and effect, in accordance with K.S.A. 79-201a, 79-210 <I>et seq.</I>
and the requirements of the State Board of Tax Appeals. If it becomes necessary to litigate the
issue of availability or applicability of the <I>ad valorem </I>tax exemption, the Issuer will cooperate
fully with Tenant in pursuing such litigation, but all litigation costs and reasonable attorney
fees must be paid by Tenant, either directly or as Additional Rent.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.5.&nbsp;&nbsp;<B>Payment in Lieu of Taxes</B>. The Tenant agrees to pay to the Issuer payments in
lieu of taxes on the Leased Property for each year that the Leased Property is exempt from
<I>ad&nbsp;valorem </I>taxes and to pay as an Imposition hereunder taxes for any year in which the Leased
Property did not, or does not qualify, in accordance with the separate Agreement for Payment in
Lieu of Taxes delivered concurrently with this Lease.


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.1.&nbsp;&nbsp;<B>Use of Leased Property</B>. Subject to the provisions of this Lease, the Tenant
shall have the right to use the Leased Property for any and all purposes allowed by law and
contemplated by the constitution of the State and the Act. The Tenant shall comply in all material
respects with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions
and requirements of all federal, state, local and other governments or governmental authorities,
now or hereafter applicable to the Leased Property or to any adjoining public ways, as to the
manner of use or the condition of the Leased Property or of adjoining public ways. The Tenant
shall comply with the mandatory requirements, rules and regulations of all insurers under the
policies required to be carried under the provisions of this Lease. The Tenant shall pay all
costs, expenses, claims, fines, penalties and damages that may in any manner arise out of, or be
imposed as a result of, the failure of the Tenant to comply with the provisions of this Article.


<P align="center" style="font-size: 12pt"><B>ARTICLE IX</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;9.1.&nbsp;&nbsp;<B>Sublease by the Tenant</B>. The Tenant may sublease the Leased Property to a single
party or entity, with the prior written consent of the Issuer. In the event of any such
subleasing, the Tenant shall remain fully liable for the performance of its duties and obligations
hereunder, and no such subleasing and no dealings or transactions between the Issuer or the Trustee
and any such subtenant shall relieve the Tenant of any of its duties and obligations hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any such sublease shall be subject and subordinate in all respects to the provisions of this
Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;9.2.&nbsp;&nbsp;<B>Assignment by the Tenant</B>. The Tenant may assign, mortgage, sell, or otherwise
transfer its interest in this Lease only with the prior written consent of the Issuer. In the
event of any such assignment, the Tenant shall remain fully liable for the performance of its
duties and obligations hereunder, except to the extent hereinafter provided, and no such assignment
and no dealings or transactions between the Issuer or the Trustee and any such assignee shall
relieve the Tenant of any of its duties and obligations hereunder, except as may be otherwise
provided in the following Section.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;9.3.&nbsp;&nbsp;<B>Release of the Tenant</B>. If, in connection with an assignment by the Tenant of
its interest in this Lease, (a)&nbsp;the Issuer and the Owners of at least seventy-five percent (75%) in
aggregate principal amount of the Outstanding Bonds (including any Additional Bonds) shall file
with the Trustee and the Original Purchaser their prior written consent to such assignment, and
(b)&nbsp;the proposed assignee shall expressly assume and agree to perform all of the obligations of the
Tenant under this Lease; then the Tenant shall be fully released from all obligations accruing
hereunder after the date of such assignment.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;9.4.&nbsp;&nbsp;<B>Mergers and Consolidations</B>. Notwithstanding the provisions of <I>Sections&nbsp;9.2 </I>and
<I>9.3 </I>above, if the Tenant shall assign or transfer, by operation of law or otherwise, its interests
in this Lease in connection with a transaction involving the merger or consolidation of the Tenant
with or into, or a sale, lease or other disposition of all or substantially all of the property of
the Tenant as an entirety to another person, association, corporation or other entity, and (a)&nbsp;the
Issuer shall file with the Trustee its prior written consent to such assignment, transfer or
merger, (b)&nbsp;the proposed assignee, transferee or surviving corporation shall expressly assume and
agree to perform all of the obligations of the Tenant under this Lease with regard to the Bonds,
and (c)&nbsp;the Tenant shall furnish the Trustee and the Issuer with evidence in the form of financial
statements accompanied by a proforma balance sheet prepared by an independent certified public
accountant of recognized standing showing that the net worth of such proposed assignee, transferee
or surviving entity immediately following such assignment, transfer or merger will be at least
equal to the net worth of the Tenant as shown by the most recent financial statements of the Tenant
furnished to the Trustee pursuant to this Lease; then and in such event the Tenant shall be fully
released from all obligations accruing hereunder after the date of such assignment, transfer or
merger.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;9.5.&nbsp;&nbsp;<B>Covenant Against Other Assignments</B>. The Tenant will not assign or in any manner
transfer its interests under this Lease, nor will it suffer or permit any assignment thereof by
operation of law, except in accordance with the limitations, conditions and requirements herein set
forth.


<P align="center" style="font-size: 12pt"><B>ARTICLE X</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;10.1.&nbsp;&nbsp;<B>Repairs and Maintenance</B>. The Tenant covenants and agrees that it will, during
the Term of this Lease, at its own expense, keep and maintain the Leased Property and all parts
thereof in good condition and repair, including but not limited to the furnishing of all parts,
mechanisms and devices required to keep the machinery, equipment and personal property constituting
a part of the Leased Property in good mechanical and working order.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;10.2.&nbsp;&nbsp;<B>Removal, Disposition and Substitution of Machinery or Equipment</B>. (a)&nbsp;&nbsp;The
Tenant shall have the right to remove and sell or otherwise dispose of any machinery or equipment
which constitutes a part of the Leased Property and which is no longer used by the Tenant or, in
the opinion of the Tenant, is no longer useful to the Tenant in its operations (whether by reason
of changed processes, changed techniques, obsolescence, depreciation or otherwise); provided the
Tenant promptly replaces any such machinery or equipment so removed with machinery or equipment of
the same or a different kind but which is capable of performing the same function, efficiently, as
the machinery or equipment so removed. The machinery or equipment so acquired by the Tenant to
replace such machinery or equipment thereafter shall be deemed a part of the Leased Property. The
Tenant shall keep a record or records containing a complete description, including make, model and
serial numbers, if any, of the machinery or equipment which the Tenant has acquired to replace the
machinery or equipment so removed by the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;All machinery or equipment constituting a part of the Leased Property and removed by the
Tenant in compliance with this Section shall become the absolute property of the Tenant and may be
sold or otherwise disposed of by the Tenant without otherwise accounting to the Issuer or the
Trustee. In all cases, the Tenant shall pay all the costs and expenses of any such removal and
shall immediately repair at its expense all damage caused thereby. The Tenant&#146;s rights under this
Section to remove machinery or equipment constituting a part of the Leased Property are intended
only to permit the Tenant to maintain an efficient operation by the removal of such machinery and
equipment no longer suitable to the Tenant&#146;s use for any of the reasons set forth in this Section
and such rights are is not to be construed to permit a removal under any other circumstances and
shall not be construed to permit the wholesale removal of such machinery or equipment by the
Tenant.


<P align="center" style="font-size: 12pt"><B>ARTICLE XI</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;11.1.&nbsp;&nbsp;<B>Alteration of Leased Property</B>. The Tenant shall have and is hereby given the
right, at its sole cost and expense, to make such additions, changes and alterations in and to any
part of the Leased Property as the Tenant from time to time may deem necessary or advisable,
provided however, the Tenant shall not make any major addition, change or alteration which will
adversely affect the intended use or structural strength or value of any part of the Improvements.
All additions, changes and alterations made by the Tenant pursuant to the authority of this Article
shall (a)&nbsp;be made in a workmanlike manner and in strict compliance with all laws and ordinances
applicable thereto, (b)&nbsp;when commenced, be prosecuted to completion with due diligence, and
(c)&nbsp;when completed, shall be deemed a part of the Leased Property; provided, however, that
additions of machinery, equipment and/or personal property of the Tenant, not purchased or acquired
from proceeds of the Bonds shall remain the separate property of the Tenant and may be removed by
the Tenant prior to or as provided in <I>Section&nbsp;22.1 </I>hereof.


<P align="center" style="font-size: 12pt"><B>ARTICLE XII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;12.1.&nbsp;&nbsp;<B>Additional Improvements</B>. The Tenant shall have and is hereby given the right,
at its sole cost and expense, to acquire, construct or install within areas occupied by the
Improvements, or in airspace above the Leased Property, such additional buildings and improvements
as the Tenant from time to time may deem necessary or advisable. All additional buildings and
improvements constructed by the Tenant pursuant to the authority of this Article shall, during the
Term, remain the property of the Tenant and may be added to, altered or razed and removed by the
Tenant at any time during the Term hereof. The Tenant covenants and agrees (a)&nbsp;to make all repairs
and restorations, if any, required to be made to the Leased Property because of the construction
of, addition to, alteration or removal of, said additional buildings or improvements, (b)&nbsp;to keep
and maintain said additional buildings and improvements in good condition and repair, ordinary wear
and tear excepted, (c)&nbsp;to promptly and with due diligence either raze and remove from the Leased
Property site, in a good, workmanlike manner, or repair, replace or restore such of said additional
buildings or improvements as may from time to time be damaged by fire or other casualty, and (d)
that all additional buildings and improvements constructed by the Tenant pursuant to this Article
which remain in place after the termination of this Lease for any cause other than the purchase of
the Leased Property pursuant to <I>Article&nbsp;XVII </I>hereof shall, upon and in the event of such
termination, become the separate and absolute property of the Issuer.


<P align="center" style="font-size: 12pt"><B>ARTICLE XIII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;13.1.&nbsp;&nbsp;<B>Securing of Permits and Authorizations</B>. The Tenant shall not do or permit
others under its control to do any work in or in connection with the Leased Property or related to
any repair, rebuilding, restoration, replacement, alteration of or addition to the Leased Property,
or any part thereof, unless all requisite municipal and other governmental permits and
authorizations shall have first been procured and paid for. All such work shall be done in a good
and workmanlike manner and in compliance with all applicable building, zoning and other laws,
ordinances, governmental regulations and requirements and in accordance with the requirements,
rules and regulations of all insurers under the policies required to be carried under the
provisions of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;13.2.&nbsp;&nbsp;<B>Mechanic&#146;s Liens</B>. The Tenant shall not do or suffer anything to be done
whereby the Leased Property, or any part thereof, is encumbered by any mechanic&#146;s or other similar
lien. Should any mechanic&#146;s or other similar lien ever be filed against the Leased Property, or any
part thereof, the Tenant shall discharge the same of record within 30&nbsp;days after the date of
filing. Notice is hereby given that the Issuer does not authorize or consent to and shall not be
liable for any labor or materials furnished to the Tenant or anyone claiming by, through or under
the Tenant upon credit, and that no mechanic&#146;s or similar liens for any such labor, services or
materials shall attach to or affect the reversionary or other estate of the Issuer in and to the
Leased Property, or any part thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;13.3.&nbsp;&nbsp;<B>Contest of Liens</B>. The Tenant, notwithstanding the above, shall have the right
to contest any such mechanic&#146;s or other similar lien if within said 30-day period stated above it
(a)&nbsp;notifies the Issuer and the Trustee in writing of its intention so to do, and if requested by
the Trustee, deposits with the Trustee a surety bond issued by a surety company acceptable to the
Issuer as surety, in favor of the Issuer, or cash, in the amount of the lien claim so contested,
indemnifying and protecting the Issuer from and against any liability, loss, damage, cost and
expense of whatever kind or nature growing out of or in any way connected with said asserted lien
and the contest thereof, (b)&nbsp;diligently prosecutes such contest, at all times effectively staying
or preventing any official or judicial sale of the Leased Property or any part thereof or interest
therein, under execution or otherwise, and (c)&nbsp;promptly pays or otherwise satisfies any final
judgment adjudging or enforcing such contested lien claim and thereafter promptly procures record
release or satisfaction thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;13.4.&nbsp;&nbsp;<B>Utilities</B>. All utilities and utility services used by the Tenant in, on or
about the Leased Property shall be contracted for by the Tenant in the Tenant&#146;s own name and the
Tenant shall, at its sole cost and expense, procure any and all permits, licenses or authorizations
necessary in connection therewith.


<P align="center" style="font-size: 12pt"><B>ARTICLE XIV</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;14.1.&nbsp;&nbsp;<B>Indemnity</B>. The Tenant shall and hereby covenants and agrees to indemnify,
protect, defend and save the Issuer, the Trustee and the Owner(s) of Bonds harmless from and
against any and all claims, demands, liabilities and costs, including attorneys&#146; fees, arising from
damage or injury, actual or claimed, of whatsoever kind or character, to property or persons,
occurring or allegedly occurring in, on or about the Leased Property during the Term hereof, and
upon timely written notice from the Issuer or the Trustee, the Tenant shall defend the Issuer and
the Trustee in any action or proceeding brought thereon; provided, however, that nothing contained
in this Section shall be construed as requiring the Tenant to indemnify the Issuer or the Trustee
for any claim resulting from any willful or malicious act or omission of the Issuer or the Trustee,
or their respective agents and employees. The Tenant also covenants and agrees, at its expense, to
pay and to indemnify the Issuer, the Trustee and the Owner(s) of Bonds from and against all costs,
expenses and charges, including reasonable counsel fees (to the extent permitted by law), incurred
in obtaining possession of the Leased Property after default of the Tenant, or in enforcing any
covenant or agreement of the Tenant contained in this Lease or the Indenture.


<P align="center" style="font-size: 12pt"><B>ARTICLE XV</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;15.1.&nbsp;&nbsp;<B>Access to Leased Property</B>. The Issuer, for itself and its duly authorized
representatives and agents, including the Trustee, reserves the right to enter the Leased Property
at all reasonable times during usual business hours throughout the Term, upon reasonable notice,
for the purpose of (a)&nbsp;examining and inspecting the same, (b)&nbsp;performing such work made necessary
by reason of the Tenant&#146;s default under any of the provisions of this Lease, and (c)&nbsp;after an Event
of Default, for the purpose of exhibiting the Leased Property to prospective purchasers, lessees or
mortgagees. The Issuer may, during the progress of said work mentioned in (b)&nbsp;above, keep and
store on the Leased Property all necessary materials, supplies and equipment and shall not be
liable for inconvenience, annoyances, disturbances, loss of business or other damage suffered by
reason of the performance of any such work or the storage of such materials, supplies and
equipment.


<P align="center" style="font-size: 12pt"><B>ARTICLE XVI</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;16.1.&nbsp;&nbsp;<B>Option to Extend Basic Term</B>. The Tenant shall have and is hereby given the
right and option to extend the Basic Term of this Lease for the Additional Term provided that (a)
the Tenant shall give the Issuer written notice of its intention to exercise the option at least 30
days prior to the expiration of the Basic Term and (b)&nbsp;the Tenant is not in Default hereunder at
the time it gives the Issuer such notice or at the time the Additional Term commences. In the
event the Tenant exercises such option, the terms, covenants, conditions and provisions set forth
in this Lease shall be in full force and effect and binding upon the Issuer and the Tenant during
the Additional Term except that the Basic Rent during any extended term herein provided for shall
be the sum of $100.00 per year, payable in advance on the first Business Day of such Additional
Term.


<P align="center" style="font-size: 12pt"><B>ARTICLE XVII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;17.1.&nbsp;&nbsp;<B>Option to Purchase Leased Property</B>. Subject to the provisions of this Article,
the Tenant shall have the right and option to purchase the Leased Property at any time during the
Term hereof and for 120&nbsp;days thereafter; provided however, if Tenant fails to exercise the option
within the 120&nbsp;days, then Issuer shall give Tenant written notice of Tenant&#146;s right to exercise the
option and the option shall be extended for an additional 30&nbsp;days after receipt of such written
notice. The Tenant shall exercise its option by giving the Issuer written notice of the Tenant&#146;s
election to exercise its option and specifying the date, time and place of closing, which date (the
&#147;Purchase Date&#148;) shall neither be earlier than 30&nbsp;days nor later than 180&nbsp;days after the notice is
given. The Tenant may not, however, exercise such option if the Tenant is in Default hereunder on
the Purchase Date unless all Defaults are cured upon payment of the purchase price specified in
<I>Section&nbsp;17.2.</I>


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;17.2.&nbsp;&nbsp;<B>Quality of Title and Purchase Price</B>. If said notice of election to purchase is
given, the Issuer shall sell and convey all of its interests in the Leased Property to the Tenant
on the Purchase Date free and clear of all liens and encumbrances except (a)&nbsp;Permitted
Encumbrances, (b)&nbsp;those to which title was subject on the date of conveyance to the Issuer of the
Leased Property, or to which title became subject with the Tenant&#146;s written consent, or which
resulted from any failure of the Tenant to perform any of its covenants or obligations under this
Lease, (c)&nbsp;taxes and assessments, general and special, if any, and (d)&nbsp;the rights of any party
having condemned or who is attempting to condemn title to, or the use for a limited period of, all
or any part of the Leased Property, for a price determined as follows (which the Tenant agrees to
pay in cash at the time of delivery of the Issuer&#146;s deed or other instrument or instruments of
transfer of the Leased Property to the Tenant as hereinafter provided):


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;&nbsp;The full amount which is required to provide the Issuer and the Trustee with funds
sufficient, in accordance with the provisions of the Indenture, to pay at maturity or to redeem and
pay in full (A)&nbsp;the principal of all of the Outstanding Bonds, (B)&nbsp;all interest due thereon to date
of maturity or redemption, whichever first occurs, and (C)&nbsp;all costs, expenses and premiums
incident to the redemption and payment of said Bonds in full, plus


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;&nbsp;$100.00.


<P align="left" style="font-size: 12pt">To the extent that the Tenant owns Bonds, it may pay the price for the Leased Property by
presenting Bonds for cancellation. Nothing in this Article shall release or discharge the Tenant
from its duty or obligation under this Lease to make any payment of Basic Rent or Additional Rent
which, in accordance with the terms of this Lease, becomes due and payable prior to the Purchase
Date, or its duty and obligation to fully perform and observe all covenants and conditions herein
stated to be performed and observed by the Tenant prior to the Purchase Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;17.3.&nbsp;&nbsp;<B>Closing of Purchase</B>. On the Purchase Date the Issuer shall deliver to the
Tenant its special warranty deed and/or other appropriate instrument or instruments of conveyance
or assignment, properly executed and conveying the Leased Property to the Tenant free and clear of
all liens and encumbrances except as set forth in the preceding section above, or conveying such
other title to the Leased Property as may be acceptable to the Tenant, and the Tenant shall pay the
full purchase price for the Leased Property as follows: (a)&nbsp;the amount specified in clause (1)&nbsp;of
<I>Section&nbsp;17.2 </I>shall be paid to the Trustee for deposit in the Debt Service Fund to be used to pay or
redeem Bonds and the interest thereon as provided in the Indenture, and (b)&nbsp;the amount specified in
clause (2)&nbsp;of said <I>Section&nbsp;17.2 </I>shall be paid to the Issuer; provided, however, nothing herein
shall require the Issuer to deliver its appropriate instrument or instruments of assignment or
conveyance to the Tenant until after all duties and obligations of the Tenant under this Lease to
the date of such delivery have been fully performed and satisfied or adequate provision made for
such performance and satisfaction. Upon the delivery to the Tenant of the Issuer&#146;s appropriate
instrument or instruments of assignment or conveyance, payment of the purchase price by the Tenant
and legal defeasance of the Bonds, this Lease shall <I>ipso facto </I>terminate, subject to the provisions
of <I>Section&nbsp;20.2 </I>hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;17.4.&nbsp;&nbsp;<B>Effect of Failure to Complete Purchase</B>. If, for any reason, the purchase of
the Leased Property by the Tenant pursuant to valid notice of election to purchase is not effected
on the Purchase Date, this Lease shall be and remain in full force and effect according to its
terms the same as though no notice of election to purchase had been given, except that if such
purchase is not effected on the Purchase Date because the Issuer does not have or is unable to
convey to the Tenant such title to the Leased Property as the Tenant is required to accept, the
Issuer shall use its best efforts to cure any such defect in its title to the Leased Property. In
the event the Issuer is unable to cure such defect in its title to the Leased Property, or if the
Issuer&#146;s failure to close would be a breach of its obligations hereunder, the Tenant shall have the
right to cancel this Lease forthwith and remain in possession of the Leased Property if, but only
if, the principal of and interest on the Bonds and all costs incident to the redemption and payment
of the Bonds have been paid in full. The Tenant shall also have the right to exercise any legal or
equitable remedies, in its own name or in the name of the Issuer, to obtain acceptable title to the
Leased Property.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;17.5.&nbsp;&nbsp;<B>Application of Condemnation Awards if the Tenant Purchases Leased Property</B>.
The right of the Tenant to exercise its option to purchase the Leased Property under the provisions
of this Article shall remain unimpaired notwithstanding any condemnation of title to, or the use
for a limited period of, all or any part of the Leased Property. If the Tenant shall exercise its
said option and pay the purchase price as provided in this Article, all of the condemnation awards
received by the Issuer after the payment of said purchase price, less all attorneys&#146; fees and other
expenses and costs incurred by the Issuer as the owner of the Leased Property in connection with
such condemnation, shall belong and be paid to the Tenant.


<P align="center" style="font-size: 12pt"><B>ARTICLE XVIII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;18.1.&nbsp;&nbsp;<B>Damage and Destruction</B>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;If, during the Term, any Improvements are damaged or destroyed, in whole or in part, by
fire or other casualty, the Tenant shall promptly notify the Issuer and the Trustee in writing as
to the nature and extent of such damage or loss and whether it is practicable and desirable to
rebuild, repair, restore or replace such damage or loss.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;If the Tenant shall determine that such rebuilding, repairing, restoring or replacing is
practicable and desirable, the Tenant shall forthwith proceed with and complete with reasonable
dispatch such rebuilding, repairing, restoring or replacing. In such case, any Net Proceeds of
property and/or casualty insurance required by this Lease and received with respect to any such
damage or loss to the Improvements shall be paid to the Trustee and shall be deposited in the
Project Fund and shall be used and applied for the purpose of paying the cost of such rebuilding,
repairing, restoring or replacing such damage or loss. Any amount remaining in the Project Fund
after such rebuilding, repairing, restoring or replacing shall be paid to the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;If the Tenant shall reasonably determine that rebuilding, repairing, restoring or
replacing the Improvements is not practicable and desirable, any Net Proceeds of property and/or
casualty insurance required by this Lease and received with respect to any such damage or loss to
the Leased Property shall be paid into the Debt Service Fund. The Tenant agrees that it shall be
reasonable in exercising its judgment pursuant to this subsection (c).


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;The Tenant shall not, by reason of its inability to use all or any part of the
Improvements during any period in which the Improvements are damaged or destroyed, or are being
repaired, rebuilt, restored or replaced nor by reason of the payment of the costs of such
rebuilding, repairing, restoring or replacing, be entitled to any reimbursement or any abatement or
diminution of the Basic Rent or Additional Rent payable by the Tenant under this Lease nor of any
other obligations of the Tenant under this Lease except as expressly provided in this Section.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;18.2.&nbsp;&nbsp;<B>Condemnation</B>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;If, during the Term title to, or the temporary use of, all or any part of the Leased
Property shall be condemned by any authority exercising the power of eminent domain (other than the
Issuer), the Tenant shall, within 30&nbsp;days after the date of entry of a final order in any eminent
domain proceedings granting condemnation, notify the Issuer and the Trustee in writing as to the
nature and extent of such condemnation and whether it is practicable and desirable to acquire
substitute land or construct substitute Improvements.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;If the Tenant shall determine that such substitution is practicable and desirable, the
Tenant shall forthwith proceed with and complete with reasonable dispatch the acquisition or
construction of such substitute Improvements. In such case, any Net Proceeds received from any
award or awards with respect to the Leased Property or any part thereof made in such condemnation
or eminent domain proceedings shall be paid to the Trustee for the account of the Tenant and shall
be deposited in the Project Fund and shall be used and applied for the purpose of paying the cost
of such substitution. Any amount remaining in the Project Fund after such acquisition or
construction shall be paid to Tenant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;If the Tenant shall reasonably determine that it is not practicable and desirable to
acquire or construct substitute Improvements, any Net Proceeds of condemnation awards received by
the Tenant shall be paid into the Debt Service Fund. The Tenant agrees that it shall be reasonable
in exercising its judgment pursuant to this subsection.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;The Tenant shall not, by reason of its inability to use all or any part of the
Improvements during any such period of restoration or acquisition nor by reason of the payment of
the costs of such restoration or acquisition, be entitled to any reimbursement or any abatement or
diminution of the Basic Rent or Additional Rent nor of any other obligations hereunder payable by
the Tenant under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;The Issuer shall cooperate fully with the Tenant in the handling and conduct of any
prospective or pending condemnation proceedings with respect to the Leased Property or any part
thereof so long as the Issuer is not the condemning authority. In no event will the Issuer
voluntarily settle or consent to the settlement of any prospective or pending condemnation
proceedings with respect to the Leased Property or any part thereof without the written consent of
the Tenant and the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;18.3.&nbsp;&nbsp;<B>Effect of Tenant&#146;s Defaults</B>.&nbsp;&nbsp;Anything in this Article to the contrary
notwithstanding, the Issuer and the Trustee shall have the right at any time and from time to time
to withhold payment of all or any part of the Net Proceeds from the Project Fund attributable to
damage, destruction or condemnation of the Leased Property to the Tenant or any third party if an
Event of Default has occurred and is continuing, or the Issuer or the Trustee has given notice to
the Tenant of any Default which, with the passage of time, will become an Event of Default. In the
event the Tenant shall cure any Defaults specified herein, the Trustee shall make payments from the
Net Proceeds to the Tenant in accordance with the provisions of this Article. However, if this
Lease is terminated or the Issuer or the Trustee otherwise re-enters and takes possession of the
Leased Property without terminating this Lease, the Trustee shall pay all the Net Proceeds held by
it into the Debt Service Fund and all rights of the Tenant in and to such Net Proceeds shall cease.


<P align="center" style="font-size: 12pt"><B>ARTICLE XIX</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;19.1.&nbsp;&nbsp;<B>Change of Circumstances</B>. If at any time during the Basic Term, a Change of
Circumstances occurs, then the Tenant shall have the option to purchase the Leased Property
pursuant to <I>Article&nbsp;XVII </I>or the option to terminate this Lease by giving the Issuer notice of such
termination within 90&nbsp;days after the Tenant has actual knowledge of the event giving rise to such
option. Such termination shall become effective when all of the Bonds Outstanding are paid or
payment is provided for pursuant to the Indenture.


<P align="center" style="font-size: 12pt"><B>ARTICLE XX</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;20.1.&nbsp;&nbsp;<B>Remedies on Default</B>. Whenever any Event of Default shall have happened and be
continuing, the Trustee (acting on behalf of the Issuer, as assignee of the Issuer&#146;s rights
hereunder) may take any legal action, including but not limited to, one or more of the following
remedial actions:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;By written notice to the Tenant upon acceleration of maturity of the Bonds as provided in
the Indenture, the Trustee acting on behalf of the Issuer may declare the aggregate amount of all
unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the
Tenant to be immediately due and payable as liquidated damages from the Tenant, whereupon the same
shall become immediately due and payable by the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;The Trustee acting on behalf of the Issuer may give the Tenant written notice of
intention to terminate this Lease on a date specified therein, which date shall not be earlier than
30&nbsp;days after such notice is given and, if all Defaults have not then been cured on the date so
specified, the Tenant&#146;s rights to possession of the Leased Property shall cease, and this Lease
shall thereupon terminate. The Trustee acting on behalf of the Issuer may thereafter re-enter and
take possession of the Leased Property and pursue all its available remedies, including sale of the
Leased Property and judgment against the Tenant for possession of the Leased Property and/or all
Basic Rent and Additional Rent then owing, including costs and attorney fees.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;If, in accordance with any of the foregoing provisions of this Article, the Issuer shall
have the right to elect to re-enter and take possession of the Leased Property, the Issuer or the
Trustee acting on behalf of the Issuer, may enter and expel the Tenant and those claiming through
or under the Tenant and remove the property and effects of both or either by all lawful means
without being guilty of any manner of trespass and without prejudice to any remedies for arrears of
Basic Rent or Additional Rent or preceding breach of contract by the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(d)&nbsp;&nbsp;Net proceeds of any reletting or sale of the Leased Property shall be deposited in the
Debt Service Fund for application to pay the Bonds and interest thereon. &#147;Net proceeds&#148; shall mean
the receipts obtained from reletting or sale after deducting all expenses incurred in connection
with such reletting or sale, including without limitation, all repossession costs, brokerage
commissions, legal fees and expenses, expenses of employees, alteration costs and expenses of
preparation of the Leased Property for reletting or sale.


<P align="left" style="font-size: 12pt; text-indent: 8%">(e)&nbsp;&nbsp;The Issuer may recover from the Tenant any attorney fees incurred in exercising any of
its remedies under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;20.2.&nbsp;&nbsp;<B>Survival of Obligations</B>. The Tenant covenants and agrees with the Issuer that
until all Bonds and the interest thereon and redemption premium, if any, are paid in full or
provision is made for the payment thereof in accordance with the Indenture, its obligations under
this Lease shall survive the cancellation and termination of this Lease for any cause and/or sale
of the Leased Property, and that the Tenant shall be obligated to pay Basic Rent and Additional
Rent (reduced by any net income the Issuer or the Trustee may receive from the Leased Property
after such termination) and perform all other obligations provided for in this Lease, all at the
time or times provided in this Lease. Notwithstanding any provision of this Lease or the
Indenture, the Tenant&#146;s obligations under <I>Section&nbsp;14.1 </I>hereof shall survive any termination,
release or assignment of this Lease or the Indenture and payment or provision for payment of the
Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;20.3.&nbsp;&nbsp;<B>No Remedy Exclusive</B>. No remedy herein conferred upon or reserved to the Issuer
is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or
now or hereafter existing at law or in equity or by statute, subject to the provisions of the
Indenture. No delay or omission to exercise any right or power accruing upon any Event of Default
shall impair any such right or power, or shall be construed to be a waiver thereof, but any such
right or power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle the Issuer to exercise any remedy reserved to it in this Article, it shall not be
necessary to give any notice, other than notice required herein.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXI</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;21.1.&nbsp;&nbsp;<B>Performance of the Tenant&#146;s Obligations by the Issuer</B>. If the Tenant shall
fail to keep or perform any of its obligations as provided in this Lease, then the Issuer may (but
shall not be obligated to do so) upon the continuance of such failure on the Tenant&#146;s part for 90
days after notice of such failure is given the Tenant by the Issuer or the Trustee and without
waiving or releasing the Tenant from any obligation hereunder, as an additional but not exclusive
remedy, make any such payment or perform any such obligation, and the Tenant shall reimburse the
Issuer for all sums so paid by the Issuer and all necessary or incidental costs and expenses
incurred by the Issuer in performing such obligations through payment of Additional Rent. If such
Additional Rent is not so paid by the Tenant within 10&nbsp;days of demand, the Issuer shall have the
same rights and remedies provided for in <I>Article&nbsp;XX </I>in the case of Default by the Tenant in the
payment of Basic Rent.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;22.1.&nbsp;&nbsp;<B>Surrender of Possession</B>. Upon accrual of the Issuer&#146;s right of reentry as the
result of the Tenant&#146;s Default hereunder or upon the cancellation or termination of this Lease by
lapse of time or otherwise (other than as a result of the Tenant&#146;s purchase of the Leased
Property), the Tenant shall peacefully surrender possession of the Leased Property to the Issuer in
good condition and repair, ordinary wear and tear excepted; provided, however, the Tenant shall
have the right, prior to or within 30 business days after the termination of this Lease, to remove
from on or about the Leased Property the buildings, improvements, machinery, equipment, personal
property, furniture and trade fixtures which the Tenant owns under the provisions of this Lease and
are not a part of the Leased Property. All repairs to and restorations of the Leased Property
required to be made because of such removal shall be made by and at the sole cost and expense of
the Tenant. All buildings, improvements, machinery, equipment, personal property, furniture and
trade fixtures owned by the Tenant and which are not so removed from on or about the Leased
Property prior to or within 30 business days after such termination of this Lease shall become the
separate and absolute property of the Issuer.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXIII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;23.1.&nbsp;&nbsp;<B>Notices</B>. All notices required or desired to be given hereunder shall be in
writing and shall be delivered in person to the Notice Representative or mailed by restricted mail
to the Notice Address. All notices given by restricted mail as aforesaid shall be deemed duly
given as of the date three days after they are so mailed. When mailed notices are given, the party
giving notice will use reasonable diligence to contact the party being notified by telephone,
electronic mail or facsimile on or before the date such notice is mailed.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXIV</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;24.1.&nbsp;&nbsp;<B>Triple-Net Lease</B>. The parties hereto agree (a)&nbsp;that this Lease is intended to
be a triple-net lease, meaning that the Issuer is entitled to Basic Rent equal to the amount of its
obligation to pay principal and interest on the Bonds, and that the Tenant is legally responsible
for all other expenses of maintaining and insuring the Leased Property and for any property taxes
levied against it (b)&nbsp;that the payments of Basic Rent and Additional Rent are designed to provide
the Issuer and the Trustee with funds adequate in amount to pay all principal of and interest on
all Bonds as the same become due and payable and to pay and discharge all of the other duties and
requirements set forth herein, and (c)&nbsp;that to the extent that the payments of Basic Rent and
Additional Rent are not adequate to provide the Issuer and the Trustee with funds sufficient for
the purposes aforesaid, the Tenant shall be obligated to pay, and it does hereby covenant and agree
to pay, upon demand therefor, as Additional Rent, such further sums of money as may from time to
time be required for such purposes.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;24.2.&nbsp;&nbsp;<B>Funds Held by the Trustee After Payment of Bonds</B>. If, after the principal of
and interest on all Bonds and all costs incident to the payment of Bonds have been paid in full,
the Trustee holds unexpended funds received in accordance with the terms hereof, such unexpended
funds shall, except as otherwise provided in this Lease and the Indenture and after payment
therefrom to the Issuer of any sums of money then due and owing by the Tenant under the terms of
this Lease, be the absolute property of and be paid over forthwith to the Tenant.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXV</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;25.1.&nbsp;&nbsp;<B>Rights and Remedies</B>.&nbsp;&nbsp;The rights and remedies reserved by the Issuer and the
Tenant hereunder and those provided by law shall be construed as cumulative and continuing rights.
No one of them shall be exhausted by the exercise thereof on one or more occasions. The Issuer and
the Tenant shall each be entitled to specific performance and injunctive or other equitable relief
for any breach or threatened breach of any of the provisions of this Lease, notwithstanding the
availability of an adequate remedy at law, and each party hereby waives the right to raise such
defense in any proceeding in equity.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;25.2.&nbsp;&nbsp;<B>Waiver of Breach</B>. No waiver of any breach of any covenant or agreement herein
contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or
as a waiver of any breach of any other covenant or agreement, and in case of a breach by either
party of any covenant, agreement or undertaking, the nondefaulting party may nevertheless accept
from the other any payment or payments or performance hereunder without in any way waiving its
right to exercise any of its rights and remedies provided for herein or otherwise with respect to
any such Default or Defaults which were in existence at the time such payment or payments or
performance were accepted by it.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;25.3.&nbsp;&nbsp;<B>The Issuer Shall Not Unreasonably Withhold Consents and Approvals</B>. Wherever in
this Lease it is provided that the Issuer shall, may or must give its approval or consent, or
execute supplemental agreements, exhibits or schedules, the Issuer shall not unreasonably or
arbitrarily withhold or refuse to give such approvals or consents or refuse to execute such
supplemental agreements, exhibits or schedules.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXVI</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;26.1.&nbsp;&nbsp;<B>The Issuer May Not Sell</B>. The Issuer covenants that unless an Event of Default
under this Lease has occurred and is continuing, and the remaining Term of this Lease has been
terminated, it will not, without the Tenant&#146;s written consent, unless required by law, sell or
otherwise part with or encumber its fee title interest in the Leased Property at any time during
the Term of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;26.2. <B>Quiet Enjoyment and Possession</B>. The Tenant shall enjoy peaceable and quiet
possession of the Leased Property as long as no Event of Default has occurred and is continuing.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXVII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;27.1.&nbsp;&nbsp;<B>Investment Tax Credit; Depreciation</B>. The Tenant shall be entitled to claim the
full benefit of (l)&nbsp;any investment credit against federal or state income tax allowable with
respect to expenditures of the character contemplated hereby under any federal or state income tax
laws now or from time to time hereafter in effect, and (2)&nbsp;any deduction for depreciation with
respect to the Leased Property from federal or state income taxes. The Issuer agrees that it will
upon the Tenant&#146;s request execute all such elections, returns or other documents which may be
reasonably necessary or required to more fully assure the availability of such benefits to the
Tenant.


<P align="center" style="font-size: 12pt"><B>ARTICLE XXVIII</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.1.&nbsp;&nbsp;<B>Amendments</B>. This Lease may be amended, changed or modified in writing in the
following manner:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;&nbsp;With respect to an amendment, change or modification which reduces the Basic Rent or
Additional Rent, or any amendment which reduces the percentage of Owner(s) of Bonds whose consent
is required for any such amendment, change or modification, by an agreement in writing executed by
the Issuer and the Tenant and consented to in writing by the Trustee and by Owner(s) of Bonds
owning at least 90% of the aggregate principal amount of the Bonds then Outstanding;


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;&nbsp;With respect to any other amendment, change or modification which will materially
adversely affect the security or rights of the Owner(s) of Bonds, by an agreement in writing
executed by the Issuer and the Tenant and consented to in writing by the Trustee and by Owner(s) of
Bonds owning at least 66-2/3% of the aggregate principal amount of the Bonds then Outstanding; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;&nbsp;With respect to all other amendments, changes, or modifications, by an agreement in
writing executed by the Issuer and the Tenant.


<P align="left" style="font-size: 12pt">At least 30&nbsp;days prior to the execution of any agreement pursuant to (c)&nbsp;above, the Issuer and the
Tenant shall furnish the Trustee and the Original Purchaser of the Bonds with a copy of the
amendment, change or modification proposed to be made.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.2.&nbsp;&nbsp;<B>Granting of Easements</B>. If no Event of Default under this Lease shall have
happened and be continuing, the Tenant may, at any time or times, (a)&nbsp;grant easements, licenses and
other rights or privileges in the nature of easements with respect to any property included in the
Leased Property, free from any rights of the Issuer or the Owner(s) of Bonds, or (b)&nbsp;release
existing easements, licenses, rights-of-way and other rights or privileges, all with or without
consideration and upon such terms and conditions as the Tenant shall determine, and the Issuer
agrees, to the extent that it may legally do so, that it will execute and deliver any instrument
necessary or appropriate to confirm and grant or release any such easement, license, right-of-way
or other right or privilege or any such agreement or other arrangement, upon receipt by the Issuer
of: (1)&nbsp;a copy of the instrument of grant or release or of the agreement or other arrangement, (2)
a written application signed by the Authorized Tenant Representative requesting such instrument,
and (3)&nbsp;a certificate executed by the Tenant stating (A)&nbsp;that such grant or release is not
detrimental to the proper conduct of the business of the Tenant, and (B)&nbsp;that such grant or release
will not impair the effective use or interfere with the efficient and economical operation of the
Leased Property and will not materially adversely affect the security of the Owner(s) of Bonds.
Any consideration received by the Tenant for the grant or release must be paid to the Trustee to be
deposited in the Debt Service Fund. If the instrument of grant shall so provide, any such easement
or right and the rights of such other parties thereunder shall be superior to the rights of the
Issuer and the Owner(s) of Bonds and shall not be affected by any termination of this Lease or
default on the part of the Tenant hereunder. If no Event of Default shall have happened and be
continuing, any payments or other consideration received by the Tenant for any such grant or with
respect to or under any such agreement or other arrangement shall be and remain the property of the
Tenant, but, in the event of the termination of this Lease because of an Event of Default, all
rights then existing of the Tenant with respect to or under such grant shall inure to the benefit
of and be exercisable by the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.3.&nbsp;&nbsp;<B>Security Interests</B>. (a)&nbsp;&nbsp;The Issuer and the Tenant agree to execute and
deliver all instruments (including financing statements and statements of continuation thereof)
necessary for perfection of and continuance of the security interest of the Issuer in and to the
Leased Property. The Tenant hereby authorizes the Issuer to file or cause to be filed all such
instruments required to be so filed and the Trustee to continue or cause to be continued the
filings or liens of such instruments for so long as the Bonds shall be Outstanding.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;&nbsp;Under the Indenture, the Issuer will, as additional security for the Bonds assign,
transfer, pledge and grant a security interest in its rights under this Lease to the Trustee. The
Issuer hereby authorizes the Trustee to file financing statements or any other instruments
necessary to perfect its security interest. The Trustee is hereby given the right to enforce,
either jointly with the Issuer or separately, the performance of the obligations of the Tenant, and
the Tenant hereby consents to the same and agrees that the Trustee may enforce such rights as
provided in the Indenture and the Tenant will make payments required hereunder directly to the
Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.4.&nbsp;&nbsp;<B>Construction and Enforcement</B>. This Lease shall be construed and enforced in
accordance with the laws of the State. The provisions of this Lease shall be applied and
interpreted in accordance with the rules of interpretation set forth in the Indenture. Wherever in
this Lease it is provided that either party shall or will make any payment or perform or refrain
from performing any act or obligation, each such provision shall, even though not so expressed, be
construed as an express covenant to make such payment or to perform, or not to perform, as the case
may be, such act or obligation.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.5.&nbsp;&nbsp;<B>Invalidity of Provisions of Lease</B>. If, for any reason, any provision hereof
shall be determined to be invalid or unenforceable, the validity and effect of the other provisions
hereof shall not be affected thereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.6.&nbsp;&nbsp;<B>Covenants Binding on Successors and Assigns</B>. The covenants, agreements and
conditions herein contained shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.7.&nbsp;&nbsp;<B>Section&nbsp;Headings</B>. The section headings hereof are for the convenience of
reference only and shall not be treated as a part of this Lease or as affecting the true meaning of
the provisions hereof. The reference to section numbers herein or in the Indenture shall be deemed
to refer to the numbers preceding each section.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;28.8.&nbsp;&nbsp;<B>Execution of Counterparts</B>. This Lease may be executed simultaneously in
multiple counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one instrument.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">3
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>the Issuer has caused this Lease to be signed by an authorized official,
such signature to be attested by an authorized officer, and its official seal to be applied, as of
the date first above written.



<P align="left" style="margin-left:23%; font-size: 12pt; text-indent: 4%"><B>CITY OF MCPHERSON, KANSAS</B>



<P align="left" style="margin-left:27%; font-size: 12pt">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:23%; font-size: 12pt; text-indent: 12%">Mayor


<P align="left" style="font-size: 12pt">&#091;SEAL&#093;


<P align="left" style="font-size: 12pt">ATTEST:


<P align="left" style="font-size: 12pt">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 6%">City Clerk



<P align="left" style="margin-left:19%; font-size: 12pt; text-indent: 25%">&#147;ISSUER&#148;


<P align="center" style="font-size: 12pt"><B>ACKNOWLEDGMENT</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="74%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">STATE OF KANSAS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">) SS:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">COUNTY OF MCPHERSON</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">This instrument was acknowledged before me on the 18th day of December, 2006, by William J.
Goering, Mayor, and Gary L. Meagher, City Clerk, of the City of McPherson, Kansas, a municipal
corporation.


<P align="left" style="font-size: 12pt">&#091;SEAL&#093;


<P align="left" style="font-size: 12pt; text-indent: 27%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 33%">Notary Public


<P align="left" style="font-size: 12pt">My Appointment Expires:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 10pt; display: none">4
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>the Tenant has caused this Lease to be signed by an authorized officer, as
of the date first above written.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>&nbsp;</B></TD>
    <TD width="1%"><B>&nbsp;</B></TD>
    <TD><B>NATIONAL COOPERATIVE REFINERY</B></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>&nbsp;</B></TD>
    <TD width="1%"><B>&nbsp;</B></TD>
    <TD><B>ASSOCIATION</B></TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD colspan="3" valign="top" align="left">By: _______________________________________<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President &#151; Finance
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#147;TENANT&#148;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 12pt"><B>ACKNOWLEDGMENT</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="74%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">STATE OF KANSAS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">) SS:</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">COUNTY OF MCPHERSON</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%">This instrument was acknowledged before me on the 18<sup>th</sup> day of December, 2006, by
John G. Buehrle, Vice President &#150; Finance of National Cooperative Refinery Association, a Kansas
cooperative marketing association.


<P align="left" style="font-size: 12pt">&#091;SEAL&#093;


<P align="left" style="font-size: 12pt; text-indent: 23%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:27%; font-size: 12pt; text-indent: 4%">Notary Public


<P align="left" style="font-size: 12pt">My Appointment Expires:


<P align="left" style="font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 10pt; display: none">5
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"></FONT><FONT style="font-size: 11pt"><B><I>APPENDIX A</I></B></FONT>



<P align="center" style="font-size: 11pt"><B><I>FORM OF REQUISITION FOR PAYMENT OF PROJECT COSTS</I></B>



<P align="center" style="font-size: 11pt"><B>CITY OF MCPHERSON, KANSAS<BR>
Project Fund<BR>
(National Cooperative Refinery Association)<BR>
Payment Order No. ______</B>



<P align="left" style="font-size: 11pt">Security Bank of Kansas City
<BR>
Kansas City, Kansas
<BR>
Attn: Corporate Trust Department


<P align="left" style="font-size: 11pt; text-indent: 4%">You are hereby authorized and directed by the undersigned, the Authorized Tenant
Representative, acting on behalf of National Cooperative Refinery Association (the &#147;Tenant&#148;) to
disburse funds held by you as Trustee in the above mentioned Project Fund for the purposes and in
the amounts set forth in the Payment Schedules attached hereto and incorporated herein by reference
(the &#147;Payment Schedules&#148;).


<P align="left" style="font-size: 11pt; text-indent: 4%">I hereby certify that the amounts requested in the attached Payment Schedules have either been
advanced by the Tenant or are justly due to contractors, subcontractors, suppliers, vendors,
materialmen, engineers, architects or other persons named in the Payment Schedules who have
performed necessary and appropriate work in connection with any installation of machinery,
equipment or personal property, or have furnished necessary and appropriate materials in the
construction or acquisition of land, buildings and improvements constituting a part of the Leased
Property. I further certify that the fair value of such work or materials, machinery and
equipment, is not exceeded by the amount requested, and such cost is one which may be capitalized
for federal income tax purposes.


<P align="left" style="font-size: 11pt; text-indent: 4%">I further certify that, except for the amounts set forth in the Payment Schedules, there are
no outstanding debts now due and payable for labor, wages, materials, supplies or services in
connection with the construction of said buildings and improvements or the purchase and/or
installation of machinery, equipment and personal property which, if unpaid, might become the basis
of a vendor&#146;s, mechanic&#146;s, laborer&#146;s or materialmen&#146;s statutory or other similar lien upon the
Leased Property or any part thereof.


<P align="left" style="font-size: 11pt; text-indent: 4%">I further certify that no part of the amounts set forth in the Payment Schedules have been the
basis for any previous withdrawal of any moneys from the said Project Fund.


<P align="left" style="font-size: 11pt; text-indent: 4%">I further certify that each of the representations and covenants on the part of the Tenant
contained in the Lease dated as of the Issue Date of the Bonds by and between City of McPherson,
Kansas, as the Issuer, and the Tenant are now true and correct in all material respects and are now
being materially complied with.


<P align="left" style="font-size: 11pt; text-indent: 4%">I further certify that the amounts set forth in the Payment Schedules constitute Project
Costs, as said term is defined in the Lease, and that all insurance policies which are required to
be in force as a condition precedent to disbursement of funds from the Project Fund pursuant to the
provisions of <I>Section&nbsp;6.1 </I>of the Lease are in full force and effect.


<P align="left" style="font-size: 11pt; text-indent: 4%">DATED <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>.


<P align="left" style="font-size: 11pt; text-indent: 27%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 11pt; text-indent: 31%">Authorized Tenant Representative


<P align="center" style="font-size: 10pt; display: none; text-indent: 31%">6
<!-- PAGEBREAK -->

<P align="center" style="font-size: 11pt"><FONT style="font-size: 12pt">EXHIBIT A &#151; Payment Order No. _______</FONT>



<P align="center" style="font-size: 12pt"><B>PAYMENT SCHEDULE<BR>
FOR BUILDINGS, IMPROVEMENTS AND<BR>
MISCELLANEOUS PROJECT COSTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">I hereby request payment of the amounts specified below to the payees whose names and
addresses are stated below, and I certify that the description of the purchase or nature of each
payment is reasonable, accurate and complete:


<P align="center" style="font-size: 12pt"><U>PAYMENT SCHEDULE</U>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" colspan="3" style="border-bottom: 1px solid #000000">Payee Name</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Payee Address</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Purpose or Nature of Payment</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Amount</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 46%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 46%">Initials


<P align="center" style="font-size: 10pt; display: none; text-indent: 46%">7
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt">EXHIBIT B &#151; Payment Order No. ______



<P align="center" style="font-size: 12pt"><B>PAYMENT SCHEDULE<BR>
FOR MACHINERY AND EQUIPMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">I hereby request payment of the amounts specified below to the payees whose names and
addresses are stated below. I certify that the description of the purchase or nature of each
payment is reasonable, accurate and complete. I further certify that the items described are free
and clear of any liens or security interests. I have attached to this schedule a copy of the
purchase order or seller&#146;s invoice for each item, and, to the extent any payment is a reimbursement
to the Tenant, a copy of the check tendered in payment for such item.


<P align="center" style="font-size: 12pt"><U>PAYMENT SCHEDULE</U>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="78%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Payee Name</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description of Equipment</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Amount</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(include name and address of<BR>
seller, manufacturer, descriptive<BR>
name, technical description,<BR>
capacity, serial number of model<BR>
number as appropriate)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR>
<BR>
<BR>
<BR>
<BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 46%"><U><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I></U>


<P align="left" style="font-size: 12pt; text-indent: 46%">Initials


<P align="center" style="font-size: 10pt; display: none">8
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"></FONT><FONT style="font-size: 11pt"><B><I>APPENDIX B</I></B></FONT>



<P align="center" style="font-size: 11pt"><B><I>FORM OF CERTIFICATE OF COMPLETION</I></B>



<P align="center" style="font-size: 11pt"><B>CERTIFICATE OF COMPLETION</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">The undersigned, being the Authorized Tenant Representative for National Cooperative Refinery
Association (the &#147;Tenant&#148;), as tenant under a certain Lease dated as of the Issue Date of the Bonds
(the &#147;Lease&#148;) between the City of McPherson, Kansas, (the &#147;Issuer&#148;) and the Tenant, and as
beneficiary of the Issuer&#146;s Taxable Industrial Revenue Bonds, Series&nbsp;2006 (National Cooperative
Refinery Association) issued pursuant to a certain Trust Indenture dated as of the Issue Date of
the Bonds (the &#147;Indenture&#148;), hereby certifies:


<P align="left" style="font-size: 11pt; text-indent: 4%">1.&nbsp;The Improvements purchased with Original Proceeds (as defined in the Indenture) have been
substantially completed in accordance with the plans and specifications prepared at the Tenant&#146;s
direction.


<P align="left" style="font-size: 11pt; text-indent: 4%">2.&nbsp;Such Improvements have been substantially completed in a good and workmanlike manner.


<P align="left" style="font-size: 11pt; text-indent: 4%">3.&nbsp;There are no mechanic&#146;s, materialmen&#146;s liens or other statutory liens on file encumbering
the Leased Property (as defined in the Indenture); all bills for labor and materials furnished for
the Improvements which could form the basis of a mechanic&#146;s, materialmen&#146;s or other statutory lien
against the Leased Property have been paid in full, and within the past four months no such labor
or materials have been furnished which have not been paid for.


<P align="left" style="font-size: 11pt; text-indent: 4%">4.&nbsp;All Improvements are located or installed upon the Leased Property site.


<P align="left" style="font-size: 11pt; text-indent: 4%">5.&nbsp;All material provisions of applicable building codes have been complied with and, if
applicable, a certificate of occupancy has been issued with respect to the Leased Property.


<P align="left" style="font-size: 11pt; text-indent: 4%">6.&nbsp;All moneys remaining in the Project Fund being held by the Trustee under the Indenture
should be transferred to the Debt Service Fund being held by the Trustee under the Indenture as
required by <I>Section&nbsp;504 </I>of the Indenture, to be applied as provided therein.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>the undersigned Authorized Tenant Representative has signed this
Certificate, and states, under penalty of perjury, that the statements of fact made in this
Certificate are true and correct.


<P align="left" style="font-size: 11pt; text-indent: 23%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="81%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">STATE OF KANSAS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">) SS:</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">COUNTY OF MCPHERSON</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">)</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 11pt; text-indent: 4%">Subscribed and sworn to or affirmed before me, a notary public, this <U> </U> day of
<U> </U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>.


<P align="left" style="font-size: 11pt">&#091;SEAL&#093;


<P align="left" style="font-size: 11pt; text-indent: 23%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 11pt; text-indent: 32%">Notary Public


<P align="left" style="font-size: 11pt">My Appointment Expires: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="center" style="font-size: 10pt; display: none">9
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt"></FONT><FONT style="font-size: 12pt"><B><I>APPENDIX C</I></B></FONT>



<P align="center" style="font-size: 12pt"><B><I>GLOSSARY OF WORDS AND TERMS</I></B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Additional Rent&#148; </B>means all fees, charges, costs and expenses of the Trustee (including
reasonable attorney&#146;s fees) payable under the Indenture, all Impositions, all Default
Administration Costs (as defined in the Indenture), all other payments of whatever nature payable
or to become payable pursuant to the Indenture or which the Tenant has agreed to pay or assume
under the provisions of this Lease and any and all expenses (including reasonable attorney&#146;s fees)
incurred by the Issuer or the Trustee in connection with the issuance of the Bonds or the
administration or enforcement of any rights under this Lease or the Indenture. The fees, charges,
costs and expenses of the Trustee shall include all costs incurred in connection with the issuance,
transfer, exchange, registration, redemption or payment of the Bonds and the administration or
enforcement of any rights or obligations under this Lease or the Indenture except (a)&nbsp;the
reasonable fees and expenses in connection with the replacement of a Bond or Bonds mutilated,
stolen, lost or destroyed or (b)&nbsp;any tax or other government charge imposed on the Trustee in
relation to the transfer, exchange, registration, redemption or payment of the Bonds.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Additional Term&#148; </B>shall mean that term commencing on the last day of the Basic Term and
terminating 5&nbsp;years thereafter.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Bankruptcy Code&#148; </B>means Title 11 of the United States Code, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Basic Rent&#148; </B>means the annual amount which, when added to Basic Rent Credits, will be
sufficient to pay all principal of, redemption premium, if any, and interest on all Outstanding
Bonds (as defined in the Indenture) which is due and payable on such Payment Date. If for any
reason on any Payment Date the Trustee does not have on deposit in the Debt Service Fund sufficient
moneys to pay all principal and interest due on the Bonds on such Payment Date, then the Tenant
shall pay, as Basic Rent, on such Payment Date, the amount of such deficiency.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Basic Rent Credits&#148; </B>means all funds on deposit in the Debt Service Fund and available for the
payment of principal of, redemption premium, if any, and interest on the Bonds on any Basic Rent
Payment Date.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Basic Rent Payment Date&#148; </B>means December&nbsp;1, 2007, and the first day of each December
thereafter until the principal of, redemption premium, if any, and interest on all Outstanding
Bonds have been fully paid or provision made for their payment in accordance with the provisions of
the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Basic Term&#148; </B>means that term commencing as of the date of this Lease and ending on December&nbsp;1,
2016, subject to prior termination as specified in this Lease, but ending, in any event, when all
of the principal of, redemption premium, if any, and interest on all Outstanding Bonds shall have
been paid in full or provision made for their payment in accordance with the provisions of the
Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;CERCLA&#148; </B>means the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. &#167;9601, et seq.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Certificate of Completion&#148; </B>means a written certificate signed by the Authorized Tenant
Representative stating that (1)&nbsp;the Leased Property has been substantially completed in accordance
with the plans and specifications prepared or approved by the Issuer or the Tenant, as the case may
be; (2)&nbsp;any Leased Property have been substantially completed in a good and workmanlike manner; (3)
no mechanic&#146;s or materialmen&#146;s liens have been filed, nor is there any basis for the filing of such
liens, with respect to the Leased Property; (4)&nbsp;all Improvements constituting a part of the Leased
Property are located or installed upon the Leased Property site; and (5)&nbsp;if required by ordinances
duly adopted by the Issuer or by applicable building codes, that an appropriate certificate of
occupancy has been issued with respect to any Leased Property. A form of Certificate of Completion
is attached as <I>Appendix&nbsp;B</I>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Completion Date&#148; </B>means the date on which the Improvements are certified as substantially
completed in accordance with <I>Section&nbsp;5.4 </I>of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Default&#148; </B>means any event or condition the occurrence of which, with the lapse of time or the
giving of notice or both, may constitute an Event of Default.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Environmental Assessment&#148; </B>means an environmental assessment with respect to the Leased
Property conducted by an independent consultant satisfactory to the Issuer and the Trustee which
reflects the results of such inspections, records reviews, soil tests, groundwater tests and other
tests requested, which assessment and results shall be satisfactory in scope, form and substance to
the Issuer and the Trustee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Environmental Law&#148; </B>means CERCLA, SARA, and any other federal, state or local environmental
statute, regulation or ordinance presently in effect or coming into effect during the Term of this
Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Event of Bankruptcy&#148; </B>means an event whereby the Tenant shall: (i)&nbsp;admit in writing its
inability to pay its debts as they become due; or (ii)&nbsp;file a petition in bankruptcy or for
reorganization or for the adoption of an arrangement under the Bankruptcy Code as now or in the
future amended, or file a pleading asking for such relief; or (iii)&nbsp;make an assignment for the
benefit of creditors; or (iv)&nbsp;consent to the appointment of a trustee or receiver for all or a
major portion of its property; or (v)&nbsp;be finally adjudicated as bankrupt or insolvent under any
federal or state law; or (vi)&nbsp;suffer the entry of a final and nonappealable court order under any
federal or state law appointing a receiver or trustee for all or a major part of its property or
ordering the winding-up or liquidation of its affairs, or approving a petition filed against it
under the Bankruptcy Code, which order, if the Tenant has not consented thereto, shall not be
vacated, denied, set aside or stayed within 60&nbsp;days after the day of entry; or (vii)&nbsp;suffer a writ
or warrant of attachment or any similar process to be issued by any court against all or any
substantial portion of its property, and such writ or warrant of attachment or any similar process
is not contested, stayed, or is not released within 60&nbsp;days after the final entry, or levy or after
any contest is finally adjudicated or any stay is vacated or set aside.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Event of Default&#148; </B>means any one of the following events:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;&nbsp;Failure of the Tenant to make any payment of Basic Rent within five business days after
receipt of written notice from the Trustee to cure such default within that time period; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;&nbsp;Failure of the Tenant to make any payment of Additional Rent at the times and in the
amounts required hereunder, or failure to observe or perform any other covenant, agreement,
obligation or provision of this Lease on the Tenant&#146;s part to be observed or performed, and the
same is not remedied within thirty (30)&nbsp;days after the Issuer or the Trustee has given the Tenant
written notice specifying such failure (or such longer period as shall be reasonably required to
correct such default; provided that (i)&nbsp;the Tenant has commenced such correction within said 30-day
period, and (ii)&nbsp;the Tenant diligently prosecutes such correction to completion); or


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;&nbsp;An Event of Bankruptcy; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;&nbsp;Abandonment of the Leased Property by the Tenant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Full Insurable Value&#148; </B>means full actual replacement cost less physical depreciation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Hazardous Substances&#148; </B>shall mean &#147;hazardous substances&#148; as defined in CERCLA.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Impositions&#148; </B>means all taxes and assessments, general and special, which may be lawfully
taxed, charged, levied, assessed or imposed upon or against or payable for or in respect of the
Leased Property or any part thereof, or any improvements at any time thereon or the Tenant&#146;s
interest therein, including any new lawful taxes and assessments not of the kind enumerated above
to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to
taxes or assessments now customarily levied against real or personal property, and further
including all water and sewer charges, assessments and other governmental charges and impositions
whatsoever, foreseen or unforeseen, which, if not paid when due, would encumber the Issuer&#146;s title
to the Leased Property.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Improvements&#148; </B>shall have the meaning defined in the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Indenture&#148; </B>means the Trust Indenture delivered concurrently with this Lease, as from time to
time amended and supplemented by Supplemental Indentures in accordance with the provisions of
<I>Article&nbsp;XI </I>of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Lease&#148; </B>means this Lease between the Issuer and the Tenant, as from time to time supplemented
and amended in accordance with the provisions hereof and of the Indenture.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Net Proceeds&#148; </B>means, when used with respect to any insurance or condemnation award with
respect to the Leased Property, the proceeds from the insurance or condemnation award remaining
after the payment of all expenses (including the Tenant&#146;s attorneys&#146; fees and any extraordinary
expenses of the Trustee occasioned by such casualty or condemnation) incurred in the collection of
such proceeds.


<P align="left" style="font-size: 12pt; text-indent: 4%">The term <B>&#147;Notice Address&#148; </B>shall mean:


<P align="left" style="font-size: 12pt; text-indent: 4%">(1)&nbsp;With respect to the Tenant:


<P align="left" style="font-size: 12pt; text-indent: 4%">National Cooperative Refinery Association


<P align="left" style="font-size: 12pt; text-indent: 4%">P.O. Box 1404


<P align="left" style="font-size: 12pt; text-indent: 4%">McPherson, Kansas 67460


<P align="left" style="font-size: 12pt; text-indent: 4%">Attn: Vice President &#151; Finance


<P align="left" style="font-size: 12pt; text-indent: 4%">(2)&nbsp;With respect to the Issuer:


<P align="left" style="font-size: 12pt; text-indent: 4%">City of McPherson


<P align="left" style="font-size: 12pt; text-indent: 4%">400 E. Kansas Ave.


<P align="left" style="font-size: 12pt; text-indent: 4%">McPherson, Kansas 67460


<P align="left" style="font-size: 12pt; text-indent: 4%">Attn: City Clerk


<P align="left" style="font-size: 12pt; text-indent: 4%">(3)&nbsp;With respect to the Trustee:


<P align="left" style="font-size: 12pt; text-indent: 4%">Security Bank of Kansas City


<P align="left" style="font-size: 12pt; text-indent: 4%">P.O. Box 171297


<P align="left" style="font-size: 12pt; text-indent: 4%">Kansas City, KS 66117


<P align="left" style="font-size: 12pt; text-indent: 4%">Attn: Corporate Trust Department


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Project Contracts&#148; </B>means a contract or contracts with respect to the acquisition and/or
construction of the Improvements entered into by the Tenant or the Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;SARA&#148; </B>means the Superfund Amendments and Reauthorization Act of 1986, as now in effect and as
hereafter amended.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;State&#148; </B>means the State of Kansas.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Term&#148; </B>means, collectively, the Basic Term and any Additional Term of the Lease.


<P align="center" style="font-size: 10pt; display: none">10
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B><I>SCHEDULE I</I></B>



<P align="center" style="font-size: 12pt"><B><I>DESCRIPTION OF PROPERTY</I></B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><FONT style="font-size: 11pt">The property described in <I>Schedule&nbsp;II </I>attached acquired by the City of McPherson, Kansas
(the&nbsp;&#147;Issuer&#148;) in connection with the issuance by the City of its Taxable Industrial Revenue Bonds,
Series&nbsp;2006 (National Cooperative Refinery Association) (the &#147;Series&nbsp;2006 Bonds&#148;), said property
constituting the &#147;Leased Property&#148; as defined in the Lease entered into by the Issuer concurrently
with the issuance of the Series&nbsp;2006 Bonds (the &#147;Lease&#148;).
</FONT>

<P align="left" style="font-size: 11pt; text-indent: 4%">The Leased Property is located on the following described real estate in McPherson County,
Kansas, owned by National Cooperative Refinery Association:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 11pt">The North Half of Section&nbsp;5, Township 20 South, Range 3 West of the 6th P.M., except
a tract commencing at a point 30 feet South and 400 feet West of the Northeast
Corner of the Northeast Quarter for a point of beginning; thence South 370 feet;
thence West 200 feet; thence North 370 feet; then East 200 feet to the point of
beginning, and except a tract commencing at the Northwest corner of the Northeast
Quarter; thence East 296 feet for a point of beginning; thence South 310 feet;
thence East 205 feet; thence North 310 feet; thence West 205 feet to the point of
beginning and except a tract commencing at a point 680 feet South and 1538 feet West
of the Northeast corner of the Northeast Quarter for a point of beginning; thence
South 280 feet; thence East 540 feet; then North 280 feet; thence West 540 feet to
the point of beginning;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 11pt">The Southeast Quarter of Section&nbsp;5, Township 20 South, Range 3 West of the 6th P.M.
lying West of the Missouri Pacific Railroad right-of-way and North of Highway K-61;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 11pt">The Southwest Quarter of Section&nbsp;5, Township 20 South, Range 3 West of the 6th P.M.
lying North and West of Highway K-61 and lying East of the St. Louis and San
Francisco railroad right-of-way and the road right-of-way.


<P align="left" style="font-size: 11pt; text-indent: 4%">The &#147;Leased Property&#148; includes all buildings, building additions, improvements, machinery and
equipment (including those described on <I>Schedule&nbsp;II</I>) all or any portion of the costs of which were
paid from the proceeds of the Series&nbsp;2006 Bonds, together with any substitutions therefor or
replacements thereof.


<P align="center" style="font-size: 10pt; display: none">11
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt"></FONT><FONT style="font-size: 12pt"><B><I>SCHEDULE II</I></B></FONT>



<P align="center" style="font-size: 12pt"><B><I>DESCRIPTION OF LEASED PROPERTY</I></B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="29%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>All Clean Fuel Projects</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Total Expenditures</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10112</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Unicracker Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">114,892,335.82</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10122</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Flare -Unicracker/H2/Depentanizer<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6,713,294.51</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10132</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Hydrogen Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">32,661,668.49</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10142</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Platformer PSA Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,492,140.26</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10152</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Sulfur Recovery Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">36,088,601.34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10162</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Amine/SWS Unit<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,485,623.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10172</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Engr &#038; Cost Estimating of CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,427,482.02</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10182</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Vacuum Unit Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,334,505.96</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10192</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">FCC Unit Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,497,607.15</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10202</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">FCC Gas Plant Revamp<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">164,030.65</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10222</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">2 new reactors for DHT Unit</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,076,672.31</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10232</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Net Hydrogen Compressor at Platformer<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6,783,064.90</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10242</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Revamp Tank Farm Stg<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24,918,039.47</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10252</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interconnecting piping for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17,312,964.39</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10262</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Boiler Water Treatment<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,320,817.86</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10272</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">35KV Electrical Feed</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,965,118.64</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10282</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Construction Site Development for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,957,227.34</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10292</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Project Mgmt for CF<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14,480,379.29</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10302</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">CF Tie Ins and Start Ups<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,574,905.12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">12343</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">New Control Building<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,978,052.04</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">12573</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Connect Cenex Tanks to Refinery<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,785,906.92</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">17631</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Design &#038; Cost Est for New Control Bldg<BR></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">89,562.23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">325,000,000.00</TD>
    <TD>&nbsp;</TD>
</TR>
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<P align="center" style="font-size: 10pt; display: none">12


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