8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

 Date of report (Date of earliest event reported): January 6, 2005
                                                   (December 30, 2004)

                       NATIONAL BEEF PACKING COMPANY, LLC
             (Exact Name of Registrant As Specified in Its Charter)

        Delaware                      333-111407                 48-1129505
(State of incorporation)      (Commission File Number)          (IRS Employer
                                                             Identification No.)

               12200 North Ambassador Drive, Kansas City, MO 64163
              (Address of Principal Executive Office and Zip Code)

        Registrant's telephone number, including area code: (800)449-2333

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Amended Senior Credit Facility

     Effective December 30, 2004, National Beef Packing Company, LLC (the
"Company" or "NBP") amended and restated its existing senior credit facility
with a consortium of four lenders. U.S. Agbank, FCB, serves as Co-Syndication
Agent, Cooperatieve Centrale Reiffeisen-Boerenleenbank B.A., "Rabobank
International", New York Branch, serves as Documentation Agent, and Co-Bank,
ACB, serves as Lead Arranger, Co-Syndication Agent and Administrative Agent.

     The facility now consists of a $120.0 million term loan that matures in
December 2014 and a $140.0 million revolving line of credit loan that matures in
December 2009 that is subject to certain borrowing base limitations. The
amendment and restatement is within the scope of the Emerging Issues Task Force
("EITF") 96-19, Debtor's Accounting for a Modification or Exchange of Debt
Instruments as well as EITF 98-14, Debtor's Accounting for Changes in
Line-of-Credit or Revolving-Debt Arrangements. In accordance with that guidance,
a portion of the unamortized loan costs from the previous credit facility as
well as additional finance and legal charges associated with the new amended and
restated credit facility will be written off during the Company's second quarter
of fiscal year 2005. At the closing of the transaction, NBP borrowed $120.0
million under the term loan and $4.6 million under the revolving loan with an
additional $43.0 million of the revolving loan used in the form of letters of
credit.

     The borrowings under the revolving loan are available for the Company's
working capital requirements, capital expenditures and other general corporate
purposes. The amended and restated credit facility is secured by a first
priority lien on substantially all of the Company's assets. The principal amount
outstanding under the term loan is due and payable in equal quarterly
installments of $6.0 million on the last business day of each March, June,
September and December commencing on March 31, 2010 and ending on December 29,
2014. Prepayment is allowed at any time.

     The amended and restated credit facility contains a provision for a
conversion to more favorable interest rates and more restrictive financial
covenants on the earlier of (a) June 1, 2006 or (b) the election of the Company
(the "Conversion Date"). Currently the interest rate for the term loan is the
greater of either (a) the Base Rate (as defined in the credit agreement) plus 75
basis points or (b) LIBOR plus 275 basis points. Currently the interest rate for
the revolving loan is the greater of either (a) the Base Rate plus 50 basis
points or (b) LIBOR plus 250 basis points. After the Conversion Date the
interest rate for the term loan and the revolving loan is determined by
reference to a matrix of rates keyed to the Company's funded debt to EBITDA
ratio. Interest on Base Rate Advances (as defined in the credit agreement) is
payable monthly in arrears. Interest on LIBOR Rate Advances (as defined in the
credit agreement) is payable on the last day of the Interest Period (as defined
in the credit agreement) or quarterly if the Interest Period exceeds three
months.

     The amended and restated credit facility imposes certain financial
covenants. From December 30, 2004 until the Conversion Date, NBP is required to
(i) have as of the end of each fiscal quarter a minimum four-quarter rolling
EBITDA (as defined in the credit agreement) of $50.0 million and (ii) maintain
at all times a minimum Borrowing Base Availability (as defined in the credit
agreement) of at least $25.0 million. After the Conversion Date, the Company is
required to maintain at all times a specified maximum funded debt to EBITDA
ratio, a maximum senior secured funded debt to EBITDA ratio, a minimum
four-quarter rolling EBITDA and a minimum four-quarter rolling debt service
coverage ratio. In addition, the Company's annual net capital expenditures are
limited to amounts ranging from $32 million in fiscal 2005 to $40 million in
fiscal 2008 and fiscal years thereafter.

     The amended and restated credit facility contains customary affirmative
covenants, including, without limitation, conduct of business, the maintenance
of insurance, compliance with laws, maintenance of properties, keeping of books
and records, and the furnishing of financial statements. The facility also
contains customary negative covenants, including without limitation,
restrictions on the following: distributions, mergers, sale of assets,
investments and acquisitions, encumbrances, indebtedness, affiliate
transactions, and ERISA matters.

     The amended and restated credit facility contains customary events of
default, including without limitation, failure to make payment when due,
materially incorrect representations and warranties, breach of covenants, events
of bankruptcy, default of other indebtedness that would permit acceleration of
such indebtedness, the occurrence of one or more unstayed or undischarged
judgments in excess of $1,000,000, changes in custody or control of the
Company's property, changes in control of the Company, the failure of any of the
loan documents to remain in full force, and the Company's failure to properly
fund its employee benefit plans. The facility also includes customary provisions
protecting the lenders against increased cost or loss of yield resulting from
changes in tax, reserve, capital adequacy and other requirements of law.

     Payments of outstanding advances may be accelerated, at the option of the
lenders, should the Company experience any event of default, other than certain
bankruptcy or insolvency proceedings, in its obligations under the amended and
restated credit facility. Upon certain bankruptcy or insolvency proceedings, the
Company's obligation under the facility becomes immediately due and payable.


Industrial Revenue Bonds

     In conjunction with the amendment and restatement of the Company's credit
facility, effective December 30, 2004, the Company entered into a transaction
with the City of Dodge City, Kansas, in order to provide the Company property
tax savings. Under the transaction the City purchased the Company's Dodge City
facility (the "facility") by issuing $102.3 million in bonds due in December
2014, and leased the facility to the Company for an identical term under a
capital lease. The City's bonds were purchased by the Company using proceeds of
its term loan under the amended and restated credit facility. Because the City
has assigned the lease to the bond trustee for the benefit of the Company as the
sole bondholder, the Company, in effect,

controls enforcement of the lease against itself. As a result of the capital
lease treatment, the facility will remain a component of property, plant and
equipment in the Company's consolidated balance sheet. As a result of the legal
right of offset, the capital lease obligation and the corresponding bond
investments will be eliminated in consolidation. The transaction provides the
Company with property tax exemptions for the leased facility, which, after
netting payments to the City and local school district under payments in lieu of
tax agreements, results in an annual savings of approximately 25% in property
taxes. The facility remains subject to a prior mortgage and security interest in
favor of the lenders under the senior credit facility. Additional revenue bonds
may be issued to cover the costs of certain improvements to this facility. The
total amount of revenue bonds authorized for issuance is $120.0 million.

Item 2.03.  Creation of a Direct Financial Obligation.

     Effective December 30, 2004, the Company's amended credit facility was
further amended and restated to reflect changes in loan amounts, interest rates
and financial covenants. In conjunction with the amendment and restatement of
the Company's credit facility, the City of Dodge City, Kansas issued $102.3
million of industrial revenue bonds at the same time that effectively results in
our annual savings of approximately 25% in property taxes. These transactions
are more fully described in Item 1.01 above, which is hereby incorporated by
reference.

Item 9.01.  Financial Statements and Exhibits.

     (c)  Exhibits. The following exhibits are hereby furnished:

     10.1 Fourth Amended and Restated Credit Agreement dated as of December 29,
          2004 by and between National Beef Packing Company, LLC and certain
          agents, lenders and issuers.

     10.2 Lease dated as of December 1, 2004 between City of Dodge City, Kansas
          and National Beef Packing Company, LLC securing $102,300,000 City of
          Dodge City, Kansas Industrial Development Revenue Bonds, Series 2004
          (National Beef Packing Company, LLC Project).

     10.3 Trust Indenture dated as of December 1, 2004 between City of Dodge
          City, Kansas and Commerce Bank, N.A., as trustee, securing
          $102,300,000 City of Dodge City, Kansas Industrial Development Revenue
          Bonds, Series 2004 (National Beef Packing Company, LLC Project).

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                     National Beef Packing Company, LLC
Date:  January 6, 2005


                                     By: /s/ Jay D. Nielsen
                                        ----------------------------------------
                                         Jay D. Nielsen, Chief Financial Officer

EX-10

                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


                                 by and between


                       NATIONAL BEEF PACKING COMPANY, LLC,


                          VARIOUS ISSUERS AND LENDERS,


                   U.S. AGBANK, FCB, as Co-Syndication Agent,


              COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                   "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
                             as Documentation Agent


                                       and


                         COBANK, ACB, as Lead Arranger,
                     Co-Syndication Agent, Swing Line Lender
                            and Administrative Agent



                          Dated as of December 29, 2004

                                TABLE OF CONTENTS



ARTICLE I DEFINITIONS..........................................................2
     1.1      Terms Defined in Colorado Uniform Commercial Code................2
     1.2      Defined Terms....................................................2
     1.3      Accounting Terms................................................24

ARTICLE II    LOANS, SWING LINE AND LETTERS OF CREDIT.........................24
     2.1      Loan Facilities.................................................24
              2.1.1   Line of Credit..........................................24
              2.1.2   Term Loan...............................................25
              2.1.3   Swing Line Loans........................................25
              2.1.4   Borrowing Procedures....................................27
              2.1.5   General Terms regarding the Notes, the Loans and the
                      Swing Line Loans........................................29
     2.2      Letters of Credit...............................................30

ARTICLE III INTEREST..........................................................33
     3.1      Interest........................................................33
     3.2      Voluntary Conversion of Advance.................................34

ARTICLE IV PAYMENTS; PREPAYMENTS; ETC.........................................35
     4.1      Payment of Loans and Swing Line Loans...........................35
     4.2      Optional Prepayments of the Loans...............................35
     4.3      Term Loan Installments..........................................36
     4.4      Mandatory Prepayments of Notes..................................36
     4.5      Termination of the Line of Credit Loan Commitments..............37

ARTICLE V LIBOR RATE LOANS; INCREASED COSTS; TAXES, ETC.......................37
     5.1      LIBOR Rate Advances.............................................37
     5.2      Increased Costs.................................................38
     5.3      Funding Losses..................................................38
     5.4      Capital Adequacy Requirements...................................39
     5.5      Taxes...........................................................40

ARTICLE VI FEES...............................................................42
     6.1      Non-Use Fee.....................................................42
     6.2      LC Fees.........................................................42
     6.3      Calculation of Fees.............................................43
     6.4      Fees Not Interest; Nonpayment...................................43

ARTICLE VII REPRESENTATIONS AND WARRANTIES....................................43
     7.1      Judgments, Claims Litigation and Proceedings....................43
     7.2      Contract Defaults and Disputes..................................43
     7.3      Licenses, Patents, Etc..........................................44

                                        i

     7.4      Title to Assets.................................................44
     7.5      Tax Liabilities.................................................44
     7.6      Indebtedness and Producer Payables..............................44
     7.7      Other Fictitious Names..........................................45
     7.8      Affiliates......................................................45
     7.9      Environmental Matters...........................................45
     7.10     Bank Accounts...................................................46
     7.11     Other Agreements or Restrictions................................46
     7.12     [Intentionally Omitted].........................................46
     7.13     Existence.......................................................46
     7.14     Authority.......................................................46
     7.15     Binding Effect..................................................47
     7.16     Correctness of Financial Statements.............................47
     7.17     Employee Controversies..........................................47
     7.18     Compliance with Laws and Regulations............................47
     7.19     Solvency........................................................48
     7.20     ERISA Matters...................................................48
     7.21     Margin Security.................................................49
     7.22     Investment Company Act Not Applicable...........................49
     7.23     Public Utility Holding Company Act Not Applicable...............49
     7.24     No Consent......................................................49
     7.25     Full Disclosure.................................................49
     7.26     Intellectual Property...........................................50
     7.27     Compliance with Federal Food Security Act.......................50
     7.28     Survival of Warranties..........................................50
     7.29     CoBank Equity Interests.........................................50

ARTICLE VIII CONDITIONS.......................................................51
     8.1      Conditions to the Effective Date and the Initial Borrowing......51
     8.2      Conditions Precedent to All Borrowings, Conversions, Rollovers
              and Issuances of Letters of Credit..............................53

ARTICLE IX AFFIRMATIVE COVENANTS..............................................54
     9.1      Financial Statements............................................54
     9.2      Conduct of Business.............................................55
     9.3      Maintenance of Properties.......................................55
     9.4      Liability Insurance.............................................55
     9.5      Property Insurance..............................................55
     9.6      Financial Covenants and Ratios..................................56
     9.7      Pension Plans...................................................57
     9.8      Notice of Suit, Adverse Change, ERISA Event or Default..........58
     9.9      [Intentionally Omitted].........................................58
     9.10     Books and Records; Separate Existence...........................58
     9.11     Laws and Obligations............................................58
     9.12     Environmental Laws..............................................59

                                       iii

     9.13     Trade Accounts Payable and Producer Payables....................59

ARTICLE X NEGATIVE COVENANTS..................................................60
     10.1     Encumbrances....................................................60
     10.2     Consolidations, Mergers or Acquisitions.........................60
     10.3     Deposits, Investments, Advances or Loans........................61
     10.4     Indebtedness....................................................61
     10.5     Guarantees and Other Contingent Obligations.....................62
     10.6     Disposition of Property.........................................62
     10.7     Capital Investment Limitations..................................62
     10.8     ERISA Matters...................................................63
     10.9     Loans to Affiliates.............................................63
     10.10    Distributions on Equity.........................................63
     10.11    Amendment of Organizational Documents...........................63
     10.12    Lease Limitations...............................................64
     10.13    Use of Other Fictitious Names...................................64
     10.14    Prepayment of Debt..............................................64
     10.15    Fiscal Year.....................................................64
     10.16    Limitations on Bank Accounts....................................64
     10.17    Use of Trademarks...............................................64
     10.18    Amendments of Other Documents...................................64
     10.19    Ownership of Cattle and Deposits on Cattle with Feeders.........65

ARTICLE XI DEFAULT REMEDIES...................................................65
     11.1     Acceleration....................................................65
     11.2     Other Remedies..................................................66

ARTICLE XII THE AGENT.........................................................66
     12.1     Authorization and Action........................................66
     12.2     Agent's Reliance, Etc...........................................67
     12.3     Notices of Defaults.............................................67
     12.4     The Agent as a Lender, Affiliates...............................68
     12.5     Non-Reliance on Agent and Other Lenders.........................68
     12.6     Indemnification of the Agent....................................69
     12.7     Successor Agent.................................................69
     12.8     Verification of Borrowing Notices...............................70
     12.9     Action Upon Instructions of the Lenders.........................70
     12.10    Action Upon Request of the Borrower.............................70
     12.11    Additional Functions of Certain Lenders.........................71

ARTICLE XIII MISCELLANEOUS....................................................71
     13.1     Timing of Payments..............................................71
     13.2     Attorneys' Fees and Costs.......................................71
     13.3     Expenditures by the Agent.......................................72
     13.4     The Agent's Costs as Additional Liabilities.....................72

                                       iii

     13.5     Indemnification.................................................73
     13.6     Inspection......................................................75
     13.7     Examination of Banking Records..................................75
     13.8     Governmental Reports............................................76
     13.9     Reliance by the Agent, the Issuers and the Lenders..............76
     13.10    Parties.........................................................76
     13.11    Applicable Law; Severability....................................76
     13.12    SUBMISSION TO JURISDICTION; WAIVER OF BOND AND TRIAL BY JURY....76
     13.13    Application of Payments Waiver..................................77
     13.14    Marshaling; Payments Set Aside..................................77
     13.15    Section Titles..................................................78
     13.16    Continuing Effect...............................................78
     13.17    No Waiver.......................................................78
     13.18    Notices.........................................................78
     13.19    Maximum Interest................................................80
     13.20    Representations by the Lenders and Swing Line Lender............80
     13.21    Counterparts and Facsimile Signatures...........................81
     13.22    Set-off.........................................................81
     13.23    Assignments and Participation...................................82
     13.24    Loan Agreement Controls.........................................84
     13.25    Obligations Several.............................................84
     13.26    Pro Rata Treatment..............................................85
     13.27    Confidentiality.................................................85
     13.28    Independence of Covenants.......................................86
     13.29    Amendments and Waivers..........................................86
     13.30    Binding Effect..................................................87
     13.31    FINAL AGREEMENT.................................................87
     13.32    Moultrie, Georgia Purchase Option...............................87
     13.33    Water Rights Acquisition........................................87
     13.34    USA Patriot Act Notice..........................................88
     13.35    Replacement of Existing LCs.....................................88


                                List of Exhibits

         Exhibit 1A .......Lender Commitment Amounts
         Exhibit 1B........Borrowing Base Calculation
         Exhibit 1C........Borrowing Base Certificate
         Exhibit 1D........Existing LCs
         Exhibit 2A........Line of Credit Note
         Exhibit 2B........Term Note
         Exhibit 2C........Swing Line Note
         Exhibit 3A........Account Debtors
         Exhibit 3B........Inventory Locations

                                       iv

         Exhibit 7A........Litigation
         Exhibit 7B........Material Contract Defaults
         Exhibit 7C........Intellectual Property
         Exhibit 7D........Existing Liens
         Exhibit 7E........Tax Liability Issues
         Exhibit 7F........Indebtedness
         Exhibit 7G........Prior Names
         Exhibit 7H........Affiliates
         Exhibit 7I........Environmental
         Exhibit 7J........Bank Accounts
         Exhibit 7K........Other Agreements
         Exhibit 7L........Intellectual Property Litigation
         Exhibit 8A........List of Closing Documents
         Exhibit 9A........Compliance Certificate
         Exhibit 9B........Property Insurance
         Exhibit 13A.......Form of Assignment
         Exhibit 13B.......List of Farm Credit System Participants
         Exhibit 14B.......Form of Voting Participant Notice and Consent


                                        v

                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended,
modified, supplemented, renewed or restated from time to time, this "Agreement")
is made as of December 29, 2004, by and between NATIONAL BEEF PACKING COMPANY,
LLC, a Delaware limited liability company (together with its successors as
permitted herein, the "Borrower"), the lenders from time to time party hereto
(collectively, the "Lenders" and individually, a "Lender"), U.S. AGBANK, FCB, as
Co-Syndication Agent, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL", NEW YORK BRANCH, as Documentation Agent, and COBANK,
ACB, an agricultural credit bank ("CoBank"), as Lead Arranger, Co-Syndication
Agent, Swing Line Lender and Administrative Agent for the Lenders, the Issuers
and the Swing Line Lender hereunder (in its capacity as Administrative Agent,
together with its successors and assigns in such capacity, the "Agent"), and
U.S. Bank National Association, as an Issuer (and not as a Lender) with regard
to the LCs existing as of the date hereof and listed on Exhibit 1D
(collectively, the "Existing LCs").

                                    RECITALS

         WHEREAS, the Borrower (or its predecessor in interest), U.S. Bank
National Association, a national banking association (the "Existing Agent") and
various lenders (collectively, the "Existing Lenders") are parties to a Third
Amended and Restated Credit Agreement dated as of August 6, 2003, as amended by
a First Amendment to Third Amended and Restated Credit Agreement dated as of
January 28, 2004, a Second Amendment to Third Amended and Restated Credit
Agreement dated as of August 2, 2004 and a Third Amendment to Third Amended and
Restated Credit Agreement dated as of November 19, 2004 (as so amended, the
"Existing Credit Agreement"), pursuant to which the Existing Lenders have
extended certain revolving credit loans and term loans to the Borrower (or its
predecessor in interest);

         WHEREAS, as of and on, but subject to the occurrence of, the Effective
Date, (i) the Existing Agent will resign as agent under and for purposes of the
"Financing Documents" (as defined in the Existing Credit Agreement) pursuant to
Section 12.7 of the Existing Credit Agreement, (ii) the "Required Lenders" (as
defined in the Existing Credit Agreement) will appoint CoBank as the successor
agent under such "Financing Documents" (as so defined), (iii) certain of the
Existing Lenders and the Lenders will rearrange and reallocate the outstanding
loans and commitments among themselves, with the Lenders assuming all
"Commitments" under the existing Credit Agreement on the terms and conditions
set forth therein;

         WHEREAS, as of and on, but subject to the occurrence of, the Effective
Date, (i) the Borrower will convey legal title to its Dodge City, Kansas beef
processing facilities (the "Dodge City Facilities") to the City of Dodge City,
Kansas, a municipal corporation organized under the law of the State of Kansas
(the "City"), which conveyance will be subject to the Kansas Mortgage, (ii) the
City will obtain the funds with which to acquire and

                                       1

improve the Dodge City Facilities by issuing certain Industrial Development
Revenue Bonds (National Beef Packing Company, LLC Project), Series 2004 (the
"Bonds"), (iii) the Borrower will lease the Dodge City Facilities from the City,
(iv) the Borrower will enter into the Bond Purchase Agreement and, pursuant
thereto, acquire the Bonds, and (v) the Borrower will pledge the Bonds to the
Agent to secure the Liabilities pursuant to the Bond Pledge Agreement; and

         WHEREAS, as of and on, but subject to the occurrence of, the Effective
Date, (i) the Existing Line of Credit Notes will be extended and renewed by the
Line of Credit Notes, (ii) the Existing Term Notes will be extended and renewed
by the Term Notes, and (iii) the Existing Credit Agreement will be further
amended and adjusted as described herein;

         NOW, THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in this Agreement, and for any loans or extensions of
credit or other financial accommodations at any time made to or for the benefit
of the Borrower by the Agent or the Lenders, the parties hereto agree that as of
and on, but subject to the occurrence of, the Effective Date, the Existing
Credit Agreement shall be amended and restated in its entirety to read as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1    Terms Defined in Colorado Uniform Commercial Code. All
capitalized terms contained in this Agreement or any of the other Financing
Documents which are not specifically defined herein or therein shall have the
meanings set forth in the Uniform Commercial Code of Colorado ("Code") to the
extent the same are used or defined therein, specifically including, but not
limited to the following: Accounts, Account Debtor, Chattel Paper, Commercial
Tort Claims, Commodity Accounts, Commodity Contracts, Deposit Accounts, General
Intangibles, Goods, Investment Property, Instruments, Letter of Credit Rights,
Money, Payment Intangibles, Securities Accounts and Tangible Chattel Paper.

         1.2    Defined Terms.

         When used herein, the following capitalized terms shall have the
meanings indicated, whether used in the singular or the plural:

         "Advance" means any portion of the outstanding Line of Credit Loans or
Term Loans by a Lender as to which one of the available interest rate options
and, if pertinent, an Interest Period, is applicable. An Advance may be a Base
Rate Advance or a LIBOR Rate Advance.

         "Affiliate" means any Person: (a) that directly or indirectly, through
one or more intermediaries, controls or is controlled by, or is under common
control with, the Borrower; (b) that directly or beneficially owns or holds ten
percent (10%) or more of any class of the Borrower's equity; (c) ten percent
(10%) or more of the equity interest of which is owned directly or beneficially
or held by the Borrower; or (d) that is a member of the Borrower.

                                       2

         "Agent" has the meaning set forth in the introduction hereof and shall
include any successor agent which has been appointed in accordance with Section
12.7.

         "Agent's Letter" means the letter agreement between the Borrower and
the Agent dated November 8, 2004.

         "Applicable Margin" means with respect to Loans, Swing Line Loans, LC
Fees or Non-Use Fees, as the case may be, the rates per annum set forth below
for the then applicable Financial Performance Level:

- -------------------- ------------------------ -------------- ---------- ----------- ----------- ---------- ------------

Financial            Funded Debt to EBITDA    Base Rate         Base       LIBOR       LIBOR       LC Fees    Non-Use Fee
- ---------            ----------------------   ----------        -----      ------      ------      -------    -----------
Performance Level    Ratio                    Advance Line      Rate       Rate Line   Rate Term
- -----------------    -----                    ------------      -----      ---------   ---------
                                              of Credit         Advance    of Credit   Loan
                                              ---------         -------    ---------   ----
                                              Loan and          on Term    Loan
                                              --------          -------    ----
                                              Swing Line        Loan
                                              ----------        ----
                                              Loans
- -------------------- ------------------------ --------------    ---------- ----------- ----------- ---------- ------------
Level 1              Less than 3.00 to 1.00   0%                0%         1.50%       1.75%       1.50%      0.250%
- -------------------- ------------------------ --------------    ---------- ----------- ----------- ---------- ------------
Level 2              Greater than or equal    0%                0%         1.75%       2.00%       1.75%      0.250%
                     to 3.00 to 1.00 but
                     less than 3.50 to 1.00
- -------------------- ------------------------ --------------    ---------- ----------- ----------- ---------- ------------
Level 3              Greater than or equal    0%                0.25%      2.00%       2.25%       2.00%      0.300%
                     to 3.50 to 1.00 but
                     less than 4.00 to 1.00
- -------------------- ------------------------ --------------    ---------- ----------- ----------- ---------- ------------
Level 4              Greater than or equal    0.25%             0.50%      2.25%       2.50%       2.25%      0.375%
                     to 4.00 to 1.00 but
                     less than 4.50 to 1.00
- -------------------- ------------------------ --------------    ---------- ----------- ----------- ---------- ------------
Level 5              Greater than or equal    0.50%             0.75%      2.50%       2.75%       2.50%      0.500%
                     to 4.50 to 1.00
- -------------------- ------------------------ --------------    ---------- ----------- ----------- ---------- ------------

         The initial Financial Performance Level shall be Le   vel 5. Beginning at
the end of the Borrower's first full fiscal quarter that commences after the
Conversion Date, the Agent will review the Borrower's financial performance as
of each fiscal quarter end, after its receipt of the Borrower's financial
statements and compliance certificate for the relevant fiscal quarter. Any
change in the Financial Performance Level will be effective thirty (30) days
after the Borrower's quarter end; provided, however, that if the Borrower's
financial statements and compliance certificate for any fiscal quarter are not
delivered to the Agent on a timely basis,


                                       3

the Agent may, at its option, deem the Borrower's Financial Performance Level to
be Level 5 until ten (10) Business Days after the Agent's receipt of such
financial statements and compliance certificate.

         "Application" has the meaning set forth in Section 2.2(b) hereof.

         "Assignee" has the meaning set forth in Section 13.23(a) hereof.

         "Assignment and Acceptance" has the meaning set forth in Section
13.23(a) hereof.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
capitalized lease of any Person, the capitalized amount thereof that would
appear on such Person's balance sheet prepared as of such date in accordance
with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease that would
appear on such Person's balance sheet prepared as of such date in accordance
with GAAP if such lease were accounted for as a capitalized lease.

         "Available Amount" means, at any time, an amount equal to (a) the
aggregate Line of Credit Loan Commitments minus (b) the sum of (i) the aggregate
outstanding principal amount of the Line of Credit Loans, (ii) the aggregate
outstanding amount of the LC Obligations and (iii) the aggregate outstanding
principal amount of all Swing Line Loans.

         "Base Rate" means the greater of (a) the Prime Rate or (b) the Federal
Funds Rate plus one half of one percent (0.5%).

         "Base Rate Advance" means an Advance with respect to which the interest
rate is determined by reference to the Base Rate.

         "Bill of Sale" means that certain Bill of Sale dated as of December 1,
2004 from the Borrower to the City together with any and all amendments,
modifications, supplements, renewals or restatements thereof.

         "Bond Documents" means, collectively, the Indenture, the Bonds, the
Bond Purchase Agreement, the Deed, the Bill of Sale, the Payment in Lieu of Tax
Agreement and the Lease.

         "Bond Pledge Agreement" means that certain Bond Pledge Agreement of
even date herewith, executed by the Borrower in favor of the Agent, and any and
all amendments, modifications, supplements, renewals or restatements thereof.

         "Bond Purchase Agreement" means that certain Bond Purchase Agreement
dated as of December 1, 2004 between the City and the Borrower, together with
any and all amendments, modifications, supplements, renewals or restatements
thereof.

         "Bonds" has the meaning set forth in the recitals hereof.

                                       4

         "Borrower" has the meaning set forth in the introduction hereof.

         "Borrowing Base" means an amount determined and computed as set forth
in Exhibit 1B.

         "Borrowing Base Availability" means, at any time, an amount (if
positive) equal to (a) the Borrowing Base minus (b) the sum of (i) the aggregate
outstanding principal amount of the Line of Credit Loans, (ii) the aggregate
outstanding amount of the LC Obligations and (iii) the aggregate outstanding
principal amount of the Swing Line Loans.

         "Borrowing Base Certificate" means a certificate in substantially the
form of Exhibit 1C, signed as indicated thereon, setting forth the amount of the
Borrower's Borrowing Base.

         "Borrowing Base Deficiency" means, at any time, the amount, if any, by
which (a) the sum of (i) the aggregate outstanding principal amount of the Line
of Credit Loans, (ii) the aggregate outstanding amount of the LC Obligations and
(iii) the aggregate outstanding principal amount of the Swing Line Loans exceeds
(b) the Borrowing Base.

         "Business Day" means any day of the year, other than a Saturday or
Sunday, on which commercial banks in New York, New York and Denver, Colorado are
not required or authorized to close and, if such day relates to any LIBOR Rate
Advance, a day on which dealing in Dollar deposits is occurring among banks in
the London interbank market.

         "Cash Equivalent Investments" means, at any time:

                  (a) any evidence of Indebtedness, maturing not more than one
         year after such time, issued or guaranteed by the United States
         Treasury;

                  (b) commercial paper, maturing not more than nine months from
         the date of issue, which is issued by

                           (i) a corporation (other than an Affiliate of the
                  Borrower) organized under the laws of any state of the United
                  States or of the District of Columbia and rated A-l by
                  Standard & Poor's Corporation or P-l by Moody's Investors
                  Service, Inc., or

                           (ii) any Lender (or its holding company);

                  (c) any certificate of deposit or bankers acceptance, maturing
         not more than one year after such time, which is issued by either

                           (i) a commercial banking institution that is a member
                  of the Federal Reserve System and has a combined capital and
                  surplus and undivided profits of not less than $500,000,000
                  (or the equivalent thereof in any other currency), or


                                       5

                           (ii) any Lender; or

                  (d) any repurchase agreement entered into with any Lender or
         other commercial banking institution of the stature referred to in
         clause (c)(i) which

                           (i) is secured by a fully perfected security interest
                  in any obligation of the type described in any of clauses (a)
                  through (c); and

                           (ii) has a market value at the time such repurchase
                  agreement is entered into of not less than 100% of the
                  repurchase obligation of such Lender or other commercial
                  banking institution thereunder.

         "City" has the meaning set forth in the recitals hereof.

         "Closing Date" means the date of this Agreement.

         "CoBank" has the meaning set forth in the introduction hereof.

         "Code" has the meaning set forth in Section 1.1 hereof.

         "Collateral" means all real and personal property in which, pursuant to
the terms of the respective Security Documents, the Borrower or any third Person
has granted to the Agent a security interest or assigned to the Agent its right,
title and interest to secure the Liabilities; provided, however, that with
respect to any of the Security Documents executed and/or delivered after the
date of this Agreement, such property shall not become Collateral until such
Security Document has been executed and delivered to the Agent.

         "Collateral Accounts" means Deposit Accounts established and maintained
in accordance with Section 2.6 of the Security Agreement.

         "Commitment" means, as to any Lender, such Lender's (a) Line of Credit
Loan Commitment, (b) Term Loan Commitment, (c) obligation to purchase
participations in LC Obligations, and/or (d) obligation to purchase
participations in Swing Line Loans, and, as the context requires "Commitments"
shall mean, collectively, such Commitments for all the Lenders.

         "Conversion Date" means the earlier of (a) June 1, 2006 or (b) the date
on which the Borrower elects to pay interest on the unpaid principal amount of
each Loan made by each Lender at the rates set forth in Sections 3.1(a)(ii) and
(b)(ii).

         "Debt Service Coverage Ratio" means, as of the end of any fiscal
quarter, the ratio of: (a) EBITDA during the four consecutive fiscal quarters
then ended, over (b) the aggregate amount of all scheduled payments of principal
(and premium) of and interest on Funded Debt during such four fiscal quarter
period.

                                       6

         "Deed" means that certain Kansas Special Warranty Deed dated as of
December 1, 2004 from the Borrower to the City, together with any and all
amendments, modifications, supplements, renewals or restatements thereof.

         "Default" means the occurrence or existence of: (a) an event which,
through the passage of time or the service of notice or both, would (assuming no
action is taken by the Borrower or any other Person to cure the same) mature
into a Matured Default; or (b) an event which requires neither the passage of
time nor the service of notice to mature into a Matured Default.

         "Default Rate" has the meaning set forth in Section 3.1(c) hereof.

         "Dodge City Facilities" has the meaning set forth in the recitals
hereof.

         "Dollars" and "$" mean lawful currency of the United States of America.

         "EBITDA" means, for any period of determination, the consolidated net
income of the Borrower before provision for income taxes, interest expense
(including without limitation, implicit interest expense on capitalized leases),
depreciation, amortization and other noncash expenses or charges, excluding (to
the extent otherwise included): (a) nonoperating gains (including without
limitation, extraordinary or nonrecurring gains, gains from discontinuance of
operations and gains arising from the sale of assets other than Inventory or
property, plant and equipment) during the applicable period; and (b) similar
nonoperating losses during such period. Payments made under the Water Services
Agreement shall be treated as operating expenses for the purposes of calculating
EBITDA.

         "Effective Date" means the date on or as of which (i) CoBank has
succeeded to the role of "Agent" under and for purposes of the Existing Credit
Agreement and each of the other Existing Financing Documents, (ii) the new
Lenders have each become parties to the Existing Credit Agreement pursuant to
one or more "Assignments and Acceptances" (as defined in the Existing Credit
Agreement) executed and delivered by such Lenders and the outgoing Existing
Lenders, and consented to by the Existing Agent and the Borrower, (iii) the
conditions to effectiveness referred to in Section 8.1 have been satisfied or
waived by each of the Lenders and the Agent, and (iv) the Existing Credit
Agreement shall have been amended and restated in its entirety pursuant hereto.

         "Eligible Accounts" means Accounts which the Agent determines in the
exercise of the Agent's reasonable discretion are eligible for inclusion in the
Borrowing Base at any particular time. Without limiting the Agent's right to
determine that Accounts do not constitute Eligible Accounts, but without
duplication, the following Accounts shall not be Eligible Accounts: (a) all
Accounts which are at that time unpaid for a period exceeding twenty one (21)
days after the original invoice date of the original invoice related thereto,
except for Accounts which are covered by a letter of credit; (b) all Accounts
owing by an Account Debtor if more than twenty-five percent (25%) of the
Accounts owing by such Account Debtor are at that time unpaid for a period
exceeding that allowed by the preceding


                                       7

clause, except, in each case, Accounts which are covered by a letter of credit
in amount, form and substance satisfactory to, and from an issuer acceptable to
the Agent; (c)(i) those Accounts, except Accounts owing from the Account Debtors
listed on Exhibit 3A, of an Account Debtor, the aggregate face amount of which
is in excess of five percent (5%) of the aggregate face amount of all Eligible
Accounts of all Account Debtors (prior to eliminations based on concentration),
(ii) those Accounts of an Account Debtor listed on Exhibit 3A, the aggregate
face amount of which is in excess of ten percent (10%) of the aggregate face
amount of all Eligible Accounts of all Account Debtors (prior to eliminations
based on concentration), and (iii) those Accounts of Wal-Mart and Affiliates
thereof (Sam's Club, etc.), the aggregate face amount of which is in excess of
fifteen percent (15%) of the aggregate face amount of all Eligible Accounts of
all Account Debtors (prior to eliminations based on concentration), but in each
case only to the extent of such excess; (d) those Accounts owing from the United
States or any department, agency or instrumentality thereof unless the Borrower
shall have complied with the Assignment of Claims Act to the satisfaction of the
Agent; (e) Accounts which arise out of transactions with Affiliates of the
Borrower, except Accounts owing from Beef Products, Inc. up to the aggregate
face amount of $4,000,000; (f) Accounts, except Accounts owing from the Account
Debtors listed on Exhibit 3A, of an Account Debtor that are located outside the
United States, unless such Accounts are covered by a letter of credit issued or
confirmed by a bank acceptable to the Agent; (g) Accounts which are or may be
subject to rights of setoff or counterclaim by the Account Debtor (to the extent
of the amount of such setoff or counterclaim); (h) Accounts in which the Agent
(or, prior to the Effective Date, the Existing Agent) does not, for any reason,
have a first priority perfected security interest; (i) Accounts which in the
Agent's opinion may be subject to liens or conflicting claims of ownership,
whether such liens or conflicting claims are asserted or could be asserted by
any Person except for statutory liens or encumbrances permitted by Section
10.1(a), (b) and (d); and (j) any Account determined by the Existing Agent prior
to the Effective Date as not constituting an Eligible Account unless and until
determined by the Agent after the Effective Date to be an Eligible Account. With
regard to Accounts included in the Borrowing Base by the Borrower in good faith,
a determination by the Agent (or, prior to the Effective Date, the Existing
Agent) that such Accounts are not Eligible Accounts in accordance with the
foregoing shall be effective on the third Business Day after notice thereof by
the Agent to the Borrower in accordance with Section 13.18 (or, prior to the
Effective Date, on the third "Business Day" (as defined in the Existing Credit
Agreement) after notice thereof by the Existing Agent to the Borrower in
accordance with Section 13.18 of the Existing Credit Agreement).

         "Eligible Inventory" means Inventory which the Agent determines in the
exercise of the Agent's reasonable discretion is eligible for inclusion in the
Borrowing Base at any particular time. Without limiting the Agent's right to
determine that Inventory does not constitute Eligible Inventory, but without
duplication, the following Inventory shall not be Eligible Inventory: (a)
Inventory deemed to be out-of-condition or otherwise unmerchantable by the
United States Department of Agriculture, any state's Department of Agriculture,
or any other Governmental Authority having regulatory authority over the
Borrower or any of the Borrower's assets or activities; (b) Inventory for which
a prepayment has been received; (c) Inventory in the possession of third
parties, unless it is Inventory: (i) at a location shown

                                       8

on Exhibit 3B, for which the Agent (or, prior to the Effective Date, the
Existing Agent) has received a bailee letter satisfactory to the Agent
(provided, however, that the Borrower need not deliver such letters until 30
days after the Effective Date) or (ii) covered by negotiable warehouse receipts
or negotiable bills of lading issued by either: (A) a warehouseman licensed and
bonded by the United States Department of Agriculture or any state's Department
of Agriculture, or (B) a recognized carrier having an office in the United
States and in a financial condition reasonably acceptable to the Agent, which
receipts or bills of lading designate the Agent directly or by endorsement as
the only Person to which or to the order of which the warehouseman or carrier is
legally obligated to deliver such Goods; (d) Inventory in which the Agent does
not, for any reason, have a first priority perfected security interest; (e)
Inventory which in the Agent's opinion may be subject to liens or conflicting
claims of ownership, whether such liens or conflicting claims are asserted or
could be asserted by any Person except for statutory liens or encumbrances
permitted by Section 10.1(a), (b) and (d); and (f) any Inventory determined by
the Existing Agent prior to the Effective Date as not constituting Eligible
Inventory unless and until determined by the Agent after the Effective Date to
be Eligible Inventory. With regard to Inventory included in the Borrowing Base
by the Borrower in good faith, a determination by the Agent (or, prior to the
Effective Date, the Existing Agent) that such Inventory is not Eligible
Inventory in accordance with the foregoing shall be effective on the third
Business Day after notice thereof by the Agent to the Borrower in accordance
with Section 13.18 (or, prior to the Effective Date, on the third "Business Day"
(as defined in the Existing Credit Agreement) after notice thereof by the
Existing Agent to the Borrower in accordance with Section 13.18 of the Existing
Credit Agreement).

         "Environmental Laws" has the meaning set forth in Section 7.9 hereof.

         "Equipment" means any and all Goods, other than Inventory (including
without limitation, equipment, machinery, motor vehicles, implements, tools,
parts and accessories) which are at any time owned by the Borrower, together
with any and all accessions, parts and appurtenances and any other "equipment"
(as defined in the Code).

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended and in effect at any time, and all rules, regulations and rulings
thereof issued by the Internal Revenue Service or the Department of Labor
thereunder.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for
purposes of provisions relating to Section 412 of the IRC).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the


                                       9

Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Sections
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which
might reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the Borrower or any ERISA Affiliate.

         "Excess" has the meaning set forth in Section 13.19 hereof.

         "Excess Debt Proceeds" means, during any period of determination, the
Borrower's net cash proceeds from the incurrence of Indebtedness for borrowed
money, except for Indebtedness incurred under this Agreement and Indebtedness
permitted under Section 10.4(d), (e), (f) and (g).

         "Excess Disposition Proceeds" means, during any rolling twelve month
period, the Borrower's net cash proceeds, including insurance or condemnation
proceeds, from the sale or other disposition or loss of assets (other than the
sale of Inventory in the ordinary course of business or the casualty loss of
Inventory), which is not used by the Borrower for the replacement of the assets
sold, disposed of or lost or not used for the acquisition of other assets with
similar business utility, in excess of $100,000 in the aggregate during said
period.

         "Excess Equity Proceeds" means, during any period of determination, the
Borrower's net cash proceeds from the sale or issuance of stock, membership,
partnership or other equity interests (or warrants or other options therefor),
including capital contributions in respect of any such interests previously
issued.

         "Existing Credit Agreement" has the meaning set forth in the recitals
hereof.

         "Existing Financing Documents" means the "Financing Documents" under
and as defined in the Existing Credit Agreement.

         "Existing Kansas Mortgage" means the Real Estate Mortgage between the
Borrower (or its predecessor in interest) and the Existing Agent (or its
predecessor in interest) dated as of April 6, 1998, as amended by a First
Amendment to Real Estate Mortgage dated as of August 29, 2001, a Second
Amendment to Real Estate Mortgage dated as of January 15, 2003, and a Third
Amendment to Real Estate Mortgage dated as of August 5, 2003.

         "Existing LCs" has the meaning set forth in the introduction hereof.

         "Existing Liabilities" means the "Liabilities" under and as defined in
the Existing Credit Agreement.

                                       10

         "Existing Line of Credit Notes" means the Line of Credit Notes of the
Borrower delivered to the Existing Lenders under the Existing Credit Agreement.

         "Existing Term Notes" means the Term Notes of the Borrower delivered to
the Existing Lenders under the Existing Credit Agreement.

         "Existing Pennsylvania Mortgage" means that certain Open-End Mortgage,
Assignment of Rents and Leases and Security Agreement dated as of August 29,
2001 between the Borrower (or its predecessor in interest) and the Existing
Agent, as amended by a First Amendment to Open-End Mortgage, Assignment of Rents
and Leases and Security Agreement dated as of January 15, 2003, and a Second
Amendment to Open-End Mortgage, Assignment of Rents and Leases and Security
Agreement dated as of August 6, 2003.

         "Farm Credit System Participant" has the meaning set forth in Section
13.23(e) hereof.

         "Farm Products" means all of the Borrower's harvested or unharvested
crops of all types and descriptions, whether annual or perennial and all other
personal property of the Borrower used or for use in farming or livestock
operations, including without limitation, native grass, grain, harvested crops,
feed, feed additives, feed ingredients, feed supplements, fertilizer, hay,
silage, supplies (including without limitation, veterinary supplies and related
Goods), livestock (including without limitation, the offspring of such livestock
and livestock in gestation) and any other "farm products" (as defined in the
Code).

         "Federal Funds Rate" means, for any day, the rate of interest per annum
(rounded upward, if necessary, to the nearest whole multiple of 1/100th of 1%)
equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on such day, or if no such rate is so published on such day, on the most recent
day preceding such day on which such rate is so published.

         "Feeder Deposits" has the meaning set forth in Section 10.19 hereof.

         "Financing Documents" means this Agreement, the Notes, the Agent's
Letter, all Security Documents, and all documents, instruments, certificates and
agreements at any time executed or delivered by the Borrower to any of the Agent
or any one or more of the Lenders pursuant to or in connection with any of the
foregoing, and any and all amendments, modifications, supplements, renewals,
extensions, increases and rearrangements of, and substitutions for, any of the
foregoing.

         "Fiscal Year" means the Borrower's Fiscal Year, which shall be the
twelve month period ending on the last Saturday in August each year.

         "Funded Debt" means, for any date of determination, the then
outstanding principal amount of all of the Borrower's consolidated
interest-bearing Indebtedness (including

                                       11

without limitation, capitalized leases) plus the then undrawn amount of all
outstanding letters of credit (including without limitation, the LCs); provided,
however, that (i) LCs or indemnity obligations issued to support other
Indebtedness shall not be included in Funded Debt to the extent that such other
Indebtedness is, itself, included in Funded Debt; (ii) the Borrower's
Indebtedness under the Water Services Agreement shall not be included in Funded
Debt; (iii) the Borrower's Class A, B or C Units subject to redemption rights
shall not be included in Funded Debt; and (iv) the Borrower's obligations under
deferred compensation plans shall not be included in Funded Debt.

         "Funded Debt to EBITDA Ratio" means, for any date of determination, the
ratio of: (a) Funded Debt as of such date, over (b) EBITDA during the four
consecutive fiscal quarters most recently preceding such date.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board, or in such other statements by such
other entity as may be in general use by significant segments of the accounting
profession, which are applicable to the circumstances as of the date of
determination.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including without limitation, any arbitration panel, any court or
any commission.

         "Governmental Requirement" means any material law, statute, code,
ordinance, order, rule, regulation, judgment, decree, injunction, franchise,
permit, certificate, license, authorization or other directive or requirement of
any federal, state, county, municipal, parish, provincial or other Governmental
Authority or any department, commission, board, court, agency or any other
instrumentality of any of them (excluding any of the foregoing that relate to
environmental standards or controls and occupational safety and health standards
or controls).

         "Guaranty Obligation" means, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligees in respect of such Indebtedness or other obligation of the
payment or performance


                                       12

thereof or to protect such obligees against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person; provided, however, that the term
"Guaranty Obligation" shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guaranty
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guaranty Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith.

         "Highest Lawful Rate" means, with respect to each Lender, the maximum
nonusurious interest rate, if any, that at any time or from time to time may be
contracted for, taken, reserved, charged, or received with respect to the Notes
or on other amounts, if any, payable to such Lender pursuant to this Agreement
or any other Financing Document, under laws applicable to such Lender which are
presently in effect, or, to the extent allowed by law, under such applicable
laws which may hereafter be in effect and which allow a higher maximum
nonusurious interest rate than applicable laws now allow.

         "Holding Account" means a deposit account belonging to the Agent into
which the Borrower may be required to make deposits pursuant to the provisions
of this Agreement, such account to be under the sole dominion and control of the
Agent and not subject to withdrawal by the Borrower, with any amounts therein to
be held for application toward payment of any outstanding LCs when drawn upon.
The Holding Account shall be a money market savings account or substantial
equivalent (or other appropriate investment medium as the Borrower may from time
to time request and to which the Agent in its sole discretion shall have
consented) and shall bear interest in accordance with the terms of similar
accounts held by the Agent for its customers.

         "Indebtedness" shall mean with respect to any Person and without
duplication:

                  (a) All obligations of such Person for borrowed money
         (including, without limitation, all notes payable and drafts accepted
         representing extensions of credit, all obligations evidenced by credit
         agreements, bonds, debentures, notes or other similar instruments and
         all obligations upon which interest charges are customarily paid);

                  (b) any direct or contingent obligations of such Person
         arising under letters of credit (including standby and commercial),
         banker's acceptances, bank guaranties, surety bonds and similar
         instruments;

                  (c) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services (other than trade accounts payable
         incurred in the ordinary course of the Borrower's business), and
         indebtedness (excluding prepaid interest thereon and excluding
         operating leases) secured by a Lien on property owned or being
         purchased by such
                                       13

         Person (including indebtedness arising under conditional sales or
         other title retention agreements), whether or not such indebtedness
         shall have been assumed by such Person or is limited in recourse;

                  (d) capitalized leases and Synthetic Lease Obligations;

                  (e) net obligations under any Swap Contract in an amount equal
         to (i) if such Swap Contract has been closed out, the termination value
         thereof, or (ii) if such Swap Contract has not been closed out, the
         mark-to-market value thereof determined on the basis of readily
         available quotations provided by any recognized dealer in such Swap
         Contract; and

                  (f) all Guaranty Obligations of such Person in respect of any
         of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person except for customary exceptions acceptable to the
Required Lenders. The amount of any capitalized lease or Synthetic Lease
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

         "Indemnified Amounts" has the meaning set forth in Section 13.5(b)
hereof.

         "Indemnitee" has the meaning set forth in Section 13.5(b) hereof.

         "Indenture" means that certain Trust Indenture dated as of December 1,
2004 between the City and Commerce Bank. N.A., as trustee, together with any and
all amendments, modifications, supplements, renewals or restatements thereof.

         "Insurance Reserve" means a collateral reserve against casualty losses
that would not be covered by insurance as a result of the self-insured retention
deductible provision in the Borrower's property insurance (i) in an amount equal
to $10,000,000 when the self-insured retention deductible under the Borrower's
property insurance procured in accordance with Section 9.5 exceeds $15,000,000;
(ii) in an amount equal to $5,000,000 when the self-insured retention deductible
under the Borrower's property insurance procured in accordance with Section 9.5
exceeds $10,000,000 but is less than or equal to $15,000,000; and (iii) in an
amount equal to $0 when the self-insured retention deductible under the
Borrower's property insurance procured in accordance with Section 9.5 is less
than or equal to $10,000,000.

         "Interest Period" means: the period of time for which the LIBOR Rate
shall be in effect as to any LIBOR Rate Advance and which shall be a one, two,
three or six month period of time, commencing with the borrowing date of such
LIBOR Rate Advance or the expiration date of the immediately preceding Interest
Period, as the case may be, applicable to and ending on the effective date of
any rate change or rate continuation made as provided

                                       14

herein as the Borrower may specify in a notice of borrowing or a notice of
interest conversion; provided, however, all interest periods for all LIBOR Rate
Advances outstanding under the Existing Credit Agreement as of the Effective
Date shall be deemed to have ended on the day immediately preceding the
Effective Date; and provided further that: (a) any Interest Period which would
otherwise end on a day which is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, (b) no Interest Period applicable to a Line of Credit Loan shall
extend beyond the scheduled Maturity Date applicable to the Line of Credit Loan;
(c) no Interest Period for a Term Advance shall extend beyond the Maturity Date
applicable to the Term Loan; (d) there shall be no more than five Interest
Periods for LIBOR Rate Advances outstanding at any one time under the Line of
Credit; and (e) there shall be no more than five Interest Periods for LIBOR Rate
Advances at any one time under the Term Loan.

         "Inventory" means any and all Goods which shall at any time constitute
"inventory" (as defined in the Code) or Farm Products of the Borrower, wherever
located (including without limitation, Goods in transit and Goods in the
possession of third parties), or which from time to time are held for sale,
lease or consumption in the Borrower's business, furnished under any contract of
service or held as raw materials, work in process, finished inventory or
supplies (including without limitation, packaging and/or shipping materials).

         "IRC" means the Internal Revenue Code of 1986, as amended, as at any
time in effect, together with all regulations and rulings thereof or thereunder
issued by the Internal Revenue Service.

         "Issuer" means CoBank or Rabobank as to LCs issued hereunder on or
after the Effective Date, and U.S. Bank as to the Existing LCs.

         "Kansas Mortgage" means the Existing Kansas Mortgage, as assigned to
the Agent and as amended and restated in its entirety by an Amended and Restated
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing
between the Borrower and the Agent, dated on or about the Closing Date and in
form and substance satisfactory to the Agent, together with any and all further
amendments, modifications, supplements, renewals or restatements thereof.

         "KC Steak" means Kansas City Steak Company, LLC, a Missouri limited
liability company.

         "LC" means a documentary, direct pay or standby letter of credit issued
for the account of the Borrower pursuant to Section 2.2, together with any
Existing LC outstanding under the Existing Credit Agreement.

         "LC Fee" has the meaning set forth in Section 6.2 hereof.


                                       15

         "LC Obligations" means, at any time, an amount equal to the sum of (a)
the aggregate undrawn and unexpired amount of the outstanding LCs plus (b) the
aggregate amount of drawings under LCs which have not then been reimbursed
pursuant to Section 2.2(f).

         "Lease" means that certain Lease dated as of December 1, 2004 between
the City and the Borrower, together with any and all amendments, modifications,
supplements, renewals or restatements thereof.

         "Lenders" has the meaning set forth in the introduction hereof.

         "Liabilities" means any and all liabilities, obligations and
indebtedness of the Borrower to the Agent, the Lenders, the Swing Line Lender,
the Issuers and/or the Indemnitees of any and every kind and nature, at any time
owing, arising, due or payable and howsoever evidenced, created, incurred,
acquired or owing, primary, secondary, direct, contingent, fixed or otherwise
(including without limitation, LC Obligations, the Borrower's obligations under
any Swap Contracts with Lenders or their affiliates, fees, charges and
obligations of performance) arising or existing under this Agreement or any of
the other Financing Documents or by operation of law relating to this Agreement
or any of the other Financing Documents.

         "LIBOR Rate" means, with respect to each day during each Interest
Period applicable to a LIBOR Rate Advance, the one, two, three or six month
LIBOR rate quoted by the Agent from Telerate Page 3750 or any successor thereto
(which shall be the LIBOR rate in effect two Business Days prior to such LIBOR
Rate Advance) rounded up to the nearest one sixteenth of one percent.

         "LIBOR Rate Advance" means an Advance with respect to which the
interest rate is determined by reference to the LIBOR Rate.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the Code
or comparable laws of any jurisdiction), including the interest of a purchaser
of accounts.

         "Line of Credit Loan" has the meaning set forth in Section 2.1.1
hereof.

         "Line of Credit Loan Commitment" means as to any Lender, such Lender's
obligation to make Line of Credit Loans up to its Pro Rata Percentage of
$140,000,000, as set forth opposite such Lender's name under the heading "Line
of Credit Loan Commitments" on Exhibit 1A, subject to Assignments and
Acceptances executed and delivered in accordance with Section 13.23, and as such
amount may be reduced or terminated from time to time


                                       16

pursuant to Section 4.4 or 11.1; and "Line of Credit Loan Commitments" means,
collectively, the Line of Credit Loan Commitments for all the Lenders.

         "Line of Credit Notes" has the meaning set forth in Section 2.1.1
hereof.

         "Loan" means each Line of Credit Loan and each Term Loan; however,
unless particularly specified in the relevant text, the term "Loan" does not
include Swing Line Loans.

         "Loan Account" has the meaning set forth in Section 2.1.5(d) hereof.

         "Loan Date" means the date of the making of any Line of Credit Loan or
Swing Line Loan hereunder.

         "Margin Accounts" means, collectively, all Commodity Accounts and all
Commodity Contracts credited thereto.

         "Matured Default" means the occurrence or existence of any one or more
of the following events: (a) the Borrower fails to pay any principal or interest
pursuant to any of the Financing Documents at the time such principal or
interest becomes due or is declared due; (b) the Borrower fails to pay any of
the Liabilities (other than principal and interest) on or before ten (10) days
after such Liabilities become due or are declared due; (c) the Borrower fails or
neglects to perform, keep or observe any of the covenants, conditions, promises
or agreements contained in Sections 2.2(a), 10.1, 10.2 or 10.4 of this
Agreement; (d) the Borrower fails or neglects to perform, keep or observe any of
the covenants, conditions, promises or agreements contained in this Agreement or
in any of the other Financing Documents (other than those covenants, conditions,
promises and agreements referred to or covered in (a), (b) or (c) above), and
such failure continues for more than thirty (30) days after such failure or
neglect first occurs, provided that such grace period shall not apply, and a
Matured Default shall be deemed to have occurred and to exist immediately if
such failure or neglect is material and may not, in the Agent's reasonable
determination, be cured by the Borrower during such thirty (30) day grace
period; (e) the Borrower directly or indirectly contests in any manner the
validity, binding nature, or enforceability of any Financing Document, or, any
Lien securing any Liabilities; (f) any warranty or representation at any time
made by or on behalf of the Borrower in connection with this Agreement or any of
the other Financing Documents is untrue or incorrect in any material respect, or
any schedule, certificate, statement, report, financial data, notice, or writing
furnished at any time by or on behalf of the Borrower to the Agent or the
Lenders is untrue or incorrect in any material respect on the date as of which
the facts set forth therein are stated or certified; (g) a judgment in excess of
$1,000,000 is rendered against the Borrower and such judgment remains
unsatisfied or undischarged and in effect for forty-five (45) consecutive days
without a stay of enforcement or execution, provided that this clause shall not
apply to any judgment for which the Borrower is fully insured subject only to a
deductible not exceeding $500,000, and with respect to which the insurer has
admitted liability in writing for such judgment; (h) all or any part of the
Borrower's assets come within the possession of any receiver,

                                       17

trustee, custodian or assignee for the benefit of creditors and the same
continues for a period of forty-five (45) days; (i) a proceeding under any
bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of
debt or receivership law or statute is filed against the Borrower and such
proceeding is not dismissed within forty-five (45) days of the date of its
filing, or a proceeding under any bankruptcy, reorganization, arrangement of
debt, insolvency, readjustment of debt or receivership law or statute is filed
by the Borrower, or the Borrower applies for, consents to, or acquiesces in, the
appointment of a trustee, receiver, sequestrate, or other custodian for the
Borrower or any of its property, or the Borrower makes an assignment for the
benefit of creditors; (j) the Borrower becomes insolvent or generally fails to
pay, or admits in writing its inability to pay, debts as they become due; (k)
the Borrower voluntarily or involuntarily dissolves or is dissolved, terminates
or is terminated; (l) the Borrower is enjoined, restrained, or in any way
prevented by the order of any court or any administrative or regulatory agency
or by the termination or expiration of any permit or license, from conducting
all or any material part of its respective business affairs; (m) the Borrower
fails to make any payment due or otherwise defaults on any other obligation for
borrowed money and the effect of such failure or default is to cause or permit
the holder of such obligation or a trustee to cause such obligation to become
due prior to its date of maturity; (n) the Agent makes an expenditure under
Section 13.3 of this Agreement and such expenditure is not reimbursed within
five (5) Business Days after the Agent notifies the Borrower of such
expenditure; (o) US Premium Beef ceases to own, directly or indirectly, a
controlling interest in the Borrower; (p) the Borrower fails to pay any Producer
Payables in accordance with Section 9.13, and such failure continues for a
period of more than three (3) consecutive Business Days; (q) an "event of
default" as defined in the Lease shall occur and the effect is to cause the
Trustee to accelerate the Lease Payments (as defined in the Lease) or act to
dispossess the Borrower and such acceleration or action shall continue without
waiver, cure, rescission or annulment for a period of thirty (30) days; (r) (i)
an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of the
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of $1,000,000, or (ii) the Borrower or any
ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $1,000,000, or (s) the maturity of the Borrower's $160,000,000 10-1/2%
Senior Notes due August 1, 2011 has not (by February 1, 2011) been extended
(directly or by way of replacement Indebtedness with similar terms but in any
event satisfactory to the Agent) to June 30, 2015 or later.

         "Maturity Date" means the earliest of (i) the date on which the
Commitments are terminated in whole pursuant to Section 11.1, (ii) the date on
which the Borrower voluntarily terminates the Commitments in whole pays the
Liabilities in full, (iii) in the case of the Line of Credit Loans, December 29,
2009, in the case of the Term Loans, December 29, 2014, (iv) in the case of any
Swing Line Bond Loan, the Swing Line Lender's close of business of the relevant
Loan Date and (v) in the case of any Regular Swing Line Loan, December 29, 2009
or any earlier Business Day specified by notice from the Swing Line Lender to
the Borrower and the Lenders.

                                       18

         "Member" means any Person who holds directly or indirectly, an
ownership interest in the Borrower.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.

         "NCI" means National Carriers, Inc., a Kansas corporation, and a wholly
owned subsidiary of the Borrower.

         "NCI Leasing" means NCI Leasing, Inc., a Kansas corporation, and a
wholly owned subsidiary of NCI.

         "Net Capital Expenditures" means, during any period of determination:
(a) the Borrower's consolidated net property, plant and equipment at the end of
such period, less (b) the Borrower's consolidated net property, plant and
equipment at the beginning of such period, plus (c) the Borrower's consolidated
depreciation during such period; provided, however, that (i) the acquisition of
any intangible asset recognized as part of the Water Services Agreement shall
not be included in the calculation of Net Capital Expenditures, but (ii) the
acquisition of water rights and land as part of the Water Rights Acquisition
shall be treated as the acquisition of capital assets for purposes of
calculating Net Capital Expenditures.

         "Non-Use Fee" has the meaning set forth in Section 6.1 hereof.

         "Note" or "Notes" shall mean any one or more of the Line of Credit
Notes, the Term Notes and/or the Swing Line Note, as the context may require.

         "Owner/Operator Agreement" means an agreement with an owner-operator of
a tractor, for the use of the tractor, which is cancelable upon not more than
ninety days written notice by either party, which agreement has been or may be
considered a lease for accounting purposes.

         "Payment in Lieu of Tax Agreement" means that certain Payment in Lieu
of Tax Agreement dated as of December 1, 2004 between the Borrower and the City,
together with any and all amendments, modifications, supplements, renewals or
restatements thereof.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pennsylvania Mortgage" means the Existing Pennsylvania Mortgage, as
assigned to the Agent and as amended and restated in its entirety by an Amended
and Restated Open-End Mortgage, Assignment of Rents and Leases, Security
Agreement and Fixture Filing between the Borrower and the Agent, dated on or
about the Closing Date and in form


                                       19

and substance satisfactory to the Agent, together with any and all further
amendments, modifications, supplements, renewals or restatements thereof.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

         "Person" means an individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation, limited
liability company, limited liability partnership, institution, joint stock
company or government (whether national, federal, state, provincial, county,
city, municipal or otherwise, including without limitation, any instrumentality,
division, agency, body or department thereof).

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         "Prime Rate" means the prime rate announced by the Agent from time to
time, which is a base rate that the Agent from time to time establishes and
which serves as the basis upon which effective rates of interest are calculated
for those loans which make reference thereto. The Prime Rate is not necessarily
the lowest rate offered by the Agent.

         "Pro Rata Percentage" means with respect to any Lender, a fraction
(expressed as a percentage), the numerator of which shall be the combined amount
of such Lender's Term Loan Commitment and Line of Credit Loan Commitment,
respectively, and the denominator of which shall be the combined amount of all
the Term Loan Commitments and Line of Credit Loan Commitments of the Lenders,
respectively, as adjusted from time to time in accordance with the terms of this
Agreement.

         "Producer Payables" means with respect to any Person, all amounts at
any time payable by the such Person for the purchase of cattle, feed, grain or
other farm products.

         "Property" means the land, the improvements, the Borrower's fixtures
and Equipment located in Ford or Seward Counties, Kansas and in Snyder County,
Pennsylvania.

         "Rabobank" means Cooperatieve Centrale Raiffeisen - Boerenleenbank,
B.A., "Rabobank International", New York Branch.

         "Regular Swing Line Loan" has the meaning set forth in Section 2.1.3(a)
hereof.

         "Regular Swing Line Sublimit" means an amount equal to the lesser of
(a) $20,000,000 and (b) the Line of Credit Loan Commitments. The Regular Swing
Line Sublimit is a part of, not an addition to, the Line of Credit Loan
Commitments.

                                       20

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Required Lenders" means, at any time, Lenders holding in the aggregate
at least fifty-one percent (51%) of the aggregate amount of all of the
Commitments.

         "Securities Act" has the meaning set forth in Section 13.20 hereof.

         "Security Agreement" means that certain Fourth Amended and Restated
Security Agreement of even date herewith, executed by the Borrower in favor of
the Agent, and any and all amendments, modifications, supplements, renewals or
restatements thereof.

         "Security Documents" means the Security Agreement, the Bond Pledge
Agreement, the Trademark License, the Kansas Mortgage and the Pennsylvania
Mortgage, as each may be amended, modified, renewed or extended from time to
time in accordance with this Agreement, and any and all other agreements,
chattel mortgages, security agreements, pledges, guaranties, assignments of
proceeds, assignments of contract rights, assignments of partnership interest,
assignments of performance or other collateral assignments, trademark license
agreements, completion or surety bonds, standby agreements, subordination
agreements, undertakings and other similar documents, agreements, instruments
and financing statements at any time executed and delivered by the Borrower or a
third Person in connection with, or as security for the payment or performance
of, any of the Liabilities.

         "Senior Secured Funded Debt" means, for any date of determination, the
then outstanding principal amount of the Liabilities.

         "Senior Secured Funded Debt to EBITDA Ratio" means, for any date of
determination, the ratio of: (a) Senior Secured Funded Debt as of such date,
over (b) EBITDA during the most recently completed four fiscal quarter period.

         "Subsidiary" means, with respect to any Person, a corporation,
partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap

                                       21

transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, but excluding any futures or
options contracts credited to any Margin Account, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., the Bond
Markets Association, any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related
schedules, a "Master Agreement"), including any such obligations or liabilities
under any Master Agreement.

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.1.3.

         "Swing Line Bond Loan" means a Swing Line Loan, the proceeds of which
are to be used to finance the purchase price of, or the payment of principal of,
the Bonds or the payment of amounts due under the Lease.

         "Swing Line Lender" means CoBank in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.1.3 hereof.

         "Swing Line Note" has the meaning set forth in Section 2.1.3 hereof.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Taxes" has the meaning set forth in Section 5.5(a) and (b) hereof.

         "Term Loan" has the meaning set forth in Section 2.1.2 hereof.

         "Term Loan Commitment" means as to any Lender, such Lender's obligation
to make Term Loans up to its Pro Rata Percentage of $120,000,000, as set forth
opposite such Lender's name under the heading "Term Loan Commitments" on Exhibit
1A, subject to Assignments and Acceptances executed and delivered in accordance
with Section 13.23, and as such amount may be reduced or terminated from time to
time pursuant to Section 11.1; and "Term Loan Commitments" shall mean
collectively, the Term Loan Commitments for all the Lenders.

         "Term Notes" has the meaning set forth in Section 2.1.2 hereof.

                                       22

         "Trademark License" means the Fourth Amended and Restated Trademark
License Agreement of even date herewith between the Borrower and the Agent,
together with any and all amendments, modifications, supplements, renewals or
restatements of such agreement.

         "Type" means, with respect to any Advance, whether such Advance is a
Base Rate Advance or a LIBOR Rate Advance.

         "UCP" has the meaning set forth in Section 2.2(c) hereof.

         "Unallocated Cash Flow" means for any period of determination (a)
EBITDA during such period, minus (b) the amount of the Borrower's consolidated
cash income taxes paid during such period, minus (c) the amount of the
Borrower's consolidated cash dividends or distributions paid during such period,
minus (d) the net amount of the Borrower's consolidated capital expenditures
during such period (capital items purchased, minus capital items sold, and minus
financing for capital items purchased), with it being acknowledged that only
fifty percent (50%) of Advances under the Line of Credit during such period that
are used for capital expenditures related to the expansion of the Borrower's
Dodge City Facilities shall be included as "financing for capital items
purchased" in the foregoing calculation, minus (e) cash interest paid, minus (f)
scheduled principal payments made; provided, however, that no portion of the
payments made by the Borrower under the Water Services Agreement shall be
considered to be interest expense for the purposes of the calculation of
Unallocated Cash Flow.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "Unhedged Cattle" has the meaning set forth in Section 10.19 hereof.

         "US Premium Beef" means U.S. Premium Beef, LLC, a Delaware limited
liability company.

         "Water Rights Acquisition" means a series of transactions whereby,
among other things: (i) the Borrower has acquired or would acquire certain water
rights for use at its Dodge City Facilities, all or a substantial portion of
which water rights are or will be or become subject to a long term lease in
favor of the City; (ii) the Borrower has acquired or would acquire land
associated with said water rights that the Borrower may sell, trade or lease
out; and (iii) the Borrower would enter into and perform the Water Services
Agreement.

         "Water Services Agreement" means one or more agreements with the City
whereby, among other things: (i) the Borrower would sublease certain water
rights from the City; (ii) the City has issued, or would issue bonds of the City
(the "City Bonds") and the proceeds


                                       23

thereof would be used to construct improvements to the City's fresh water
distribution and waste water treatment systems, including the construction of a
pipeline to bring the acquired water to a location capable of serving the Dodge
City Facilities; (iii) the Borrower would purchase certain water and wastewater
services from the City on terms intended, in part, to provide approximately
one-half of the funds necessary to repay the City Bonds; (iv) the Borrower's
performance would be secured by a first priority lien and security interest in
the water rights acquired as part of the Water Rights Acquisition and (v) the
Borrower would convey certain water rights to the City.

         1.3    Accounting Terms. Any accounting terms used in this Agreement
which are not specifically defined in this Agreement shall have the meanings
customarily given them in accordance with GAAP.

                                   ARTICLE II
                     LOANS, SWING LINE AND LETTERS OF CREDIT

         2.1    Loan Facilities.

         2.1.1  Line of Credit. Each Lender severally agrees to make loans
(each a "Line of Credit Loan" and collectively, the "Line of Credit Loans") to
the Borrower from time to time on any one or more Business Days from and after
the Effective Date (through the Agent as set forth in Section 2.1.3) to but
excluding the Maturity Date applicable to Line of Credit Loans, during which
period the Borrower may borrow, repay and re-borrow in accordance with the
provisions hereof up to an aggregate principal amount not exceeding each such
Lender's Pro Rata Percentage of the Available Amount on such Business Day, in
aggregate amounts up to the lesser of the Available Amount or the then-current
Borrowing Base Availability (the "Line of Credit"), provided, however, that,
prior to the Conversion Date, no Line of Credit Loans or Regular Swing Line
Loans shall be made to the extent that the Borrowing Base Availability would be
less than $25,000,000. The Borrower hereby acknowledges that $6,038,595.16 of
"Line of Credit Advances" under the Existing Credit Agreement are outstanding as
of the date hereof, which shall be deemed to be Line of Credit Loans or Swing
Line Loans under this Agreement on and after the Effective Date. Line of Credit
Loans may be made as LIBOR Rate Advances or Base Rate Advances. The Line of
Credit Loans shall be evidenced by and repayable in accordance with the terms of
the Borrower's promissory notes to each of the Lenders (as the same may be
amended, supplemented or otherwise modified from time to time, together with any
replacements thereof or substitutions therefor, the "Line of Credit Notes"), the
form of which is attached as Exhibit 2A. The Lenders, in their unanimous, sole
and absolute discretion, may elect to make Line of Credit Loans to the Borrower
in excess of the amounts available pursuant to the terms of this Agreement, and
any such Line of Credit Loans shall also be governed by the terms hereof. The
Lenders shall also have the option, in their unanimous, sole discretion and
without any obligation to do so, to extend the Maturity Date applicable to the
Line of Credit Loans. In the event that the Lenders elect to extend such
Maturity Date, the Agent shall give notice to the Borrower pursuant to Section
13.18.

                                       24

         2.1.2  Term Loan. Each Lender severally agrees to make term loans to
the Borrower on the Effective Date (through the Agent as set forth in Section
2.1.3) (which loans shall initially be disbursed as Base Rate Advances), up to
an aggregate principal amount not exceeding each such Lender's Pro Rata
Percentage of the aggregate Term Loan Commitments less the aggregate outstanding
principal amount of the Existing Term Notes (such outstanding principal balance
of term loans on and after the Effective Date shall each be a "Term Loan" and
collectively be "Term Loans"). The Borrower hereby acknowledges that
$116,406,250.00 of "Term Advances" under the Existing Credit Agreement are
outstanding as of the date hereof, which shall be deemed to be Term Loans under
this Agreement on and after the Effective Date. Term Loans made be made as LIBOR
Rate Advances or Base Rate Advances. The Term Loan shall be evidenced by and
repayable in accordance with the terms of the Borrower's promissory notes to
each of the Lenders (as the same may be amended, supplemented or otherwise
modified from time to time, together with any replacements thereof or
substitutions therefor, the "Term Notes"), the form of which is attached as
Exhibit 2B. Amounts representing Term Loans which have been repaid by the
Borrower may not be reborrowed.

         2.1.3  Swing Line Loans.

                  (a) The Swing Line Lender agrees to make loans (each a "Swing
         Line Loan" and collectively, the "Swing Line Loans") to the Borrower
         from time to time on any one or more Business Days from and after the
         Effective Date through the Maturity Date applicable to the Line of
         Credit Loans. Swing Line Loans may be comprised of either Swing Line
         Bond Loans or loans not associated with financing the Bonds (such
         latter loans being herein called the "Regular Swing Line Loans"). The
         aggregate outstanding principal amount of Regular Swing Line Loans must
         not at any time exceed the lesser of the Regular Swing Line Sublimit,
         the Available Amount and the Borrowing Base Availability; provided,
         however, that prior to the Conversion Date no Regular Swing Line Loans
         shall be made if Borrowing Base Availability is less than $25,000,000.
         The aggregate outstanding principal amount of Swing Line Bond Loans
         must not at any time exceed the least of (i) the Available Amount, (ii)
         the Borrowing Base Availability and (iii) the purchase price or
         principal payment of the Bonds or payment under the Lease that the
         Borrower is obligated to make on the relevant Loan Date pursuant to the
         Bond Documents. All Swing Line Loans shall bear interest as if they
         were Base Rate Advances; provided, however, that Swing Line Loans that
         are disbursed and repaid on the same day shall bear one day's interest.
         Within the foregoing limits, and subject to the other terms and
         conditions hereof, the Borrower may borrow, repay and reborrow in
         accordance with the terms hereof and prepay in accordance with Section
         4.2, provided, however, that the Swing Line Lender may terminate or
         suspend the Swing Line Loans at any time in its sole discretion upon
         notice to the Borrower. The Swing Line Loans shall be evidenced by and
         repayable in accordance with the terms of the Borrower's promissory
         note to the Swing Line Lender (as the same may be amended, supplemented
         or otherwise modified from time to time, together with any replacements
         thereof or substitutions therefor, the "Swing Line Note"), the form of
         which is attached as Exhibit 2C.

                                       25

        Immediately upon the making of a Swing Line Loan, each Lender shall be
        deemed to, and hereby irrevocably and unconditionally agrees to,
        purchase from Swing Line Lender a risk participation in such Swing
        Line Loan in an amount equal to such Lender's Pro Rata Percentage of
        such Swing Line Loan, which risk participation shall be funded in
        accordance with Section 2.1.3(b). The Borrower shall make all payments
        of principal and interest in respect of the Swing Line Loans directly
        to Swing Line Lender.

                  (b) Refinancing of Swing Line Loans.

                           (i) In anticipation of the Maturity Date applicable
                  to a Swing Line Loan, or after the occurrence and during the
                  continuance of any Default or Matured Default, as the case may
                  be, the Swing Line Lender may request, on behalf of the
                  Borrower (which hereby irrevocably requests the Swing Line
                  Lender to act on its behalf), that each Lender make a Line of
                  Credit Loan in an amount equal to such Lender's Pro Rata
                  Percentage of the amount of such Swing Line Loan. Such request
                  shall be made in accordance with the requirements of Article
                  II, without regard to the minimum and multiples specified
                  therein for the principal amount of Base Rate Advances. The
                  Swing Line Lender shall furnish the Borrower with a copy of
                  the applicable borrowing notice promptly after delivering such
                  notice to the Agent. Each Lender shall make an amount equal to
                  its Pro Rata Percentage of the amount specified in such
                  borrowing notice available to the Agent in immediately
                  available funds for the account of the Swing Line Lender at
                  the Agent's office not later than 11:00 a.m., Denver time, on
                  the day specified in such borrowing notice, whereupon, subject
                  to clause (ii) below, each Lender that so makes funds
                  available shall be deemed to have made a Line of Credit Loan
                  to the Borrower in such amount. The Agent shall then remit the
                  funds so received to the Swing Line Lender.

                           (ii) If for any reason any Advance cannot be
                  requested in accordance with clause (i) above or any Regular
                  Swing Line Loan cannot be refinanced by such an Advance, the
                  borrowing notice submitted by the Swing Line Lender shall be
                  deemed to be a request by the Swing Line Lender that each of
                  the Lenders fund its participation in the relevant Swing Line
                  Loan, and each Lender's payment to the Agent for the account
                  of the Swing Line Lender pursuant to clause (i) above shall be
                  deemed to be the payment in respect of such participation.

                           (iii) If any Lender fails to make available to the
                  Agent for the account of the Swing Line Lender any amount that
                  such Lender is required to pay pursuant to the foregoing
                  provisions of this subsection (b) by the time specified in
                  clause (i) above, the Swing Line Lender shall be entitled to
                  recover from such Lender (acting through the Agent), on
                  demand, such amount with interest thereon for the period from
                  the date such payment is

                                       26

                  required to the date on which such payment is immediately
                  available to the Swing Line Lender at a rate per annum equal
                  to the Federal Funds Rate from time to time in effect. A
                  certificate of the Swing Line Lender submitted to any Lender
                  (directly or through the Agent) with respect to any amounts
                  owing under this clause (iii) shall be conclusive absent
                  manifest error.

                           (iv) Each Lender's obligation to make Line of Credit
                  Loans or to purchase and fund participations in Swing Line
                  Loans pursuant to this subsection (b) shall be absolute and
                  unconditional and shall not be affected by any circumstance,
                  including (A) any set-off, counterclaim, recoupment, defense
                  or other right which such Lender may have against the Swing
                  Line Lender, the Borrower or any other Person for any reason
                  whatsoever, (B) the occurrence or continuance of a Default or
                  Matured Default, or (C) any other occurrence, event or
                  condition, whether or not similar to any of the foregoing. Any
                  such purchase of participations shall not relieve or otherwise
                  impair Borrower's obligation to repay the Swing Line Loans,
                  together with interest as provided herein.

                  (c) Repayment of Participations.

                           (i) At any time after any Lender has purchased and
                  funded a participation in a Swing Line Loan, if the Swing Line
                  Lender receives any payment on account of such Swing Line
                  Loan, Swing Line Lender will distribute to such Lender its
                  share of such payment in accordance with such Lender's Pro
                  Rata Percentage (appropriately adjusted, in the case of
                  interest payments, to reflect the period of time during which
                  such Lender's participation was outstanding and funded) in the
                  same funds as those received by the Swing Line Lender.

                           (ii) If any payment received by Swing Line Lender in
                  respect of any Swing Line Loan is required to be returned by
                  the Swing Line Lender, each Lender shall pay to the Swing Line
                  Lender its Pro Rata Percentage thereof on demand of the Swing
                  Line Lender (or the Agent on its behalf), plus interest
                  thereon from the date of such demand to the date such amount
                  is returned, at a rate per annum equal to the Federal Funds
                  Rate. The Agent will make such demand upon the request of the
                  Swing Line Lender.

         2.1.4   Borrowing Procedures.

                  (a) Procedure for Line of Credit Loans. Any request by the
         Borrower for Line of Credit Loans hereunder must be given by the
         Borrower not later than 11:00 a.m. (Denver time) on the third Business
         Day prior to the date of any proposed LIBOR Rate Advance and not later
         than 11:00 a.m. (Denver time) on the Business Day on which any proposed
         Base Rate Advance is proposed to be made. Each request for Line of
         Credit Loans hereunder shall be irrevocable and shall be deemed to be a
         representation by the Borrower that on the requested Loan Date and
         after

                                       27

         giving effect to the requested Line of Credit Loans the applicable
         conditions specified in Article VIII have been and will be satisfied.
         Each request for a Line of Credit Loan hereunder shall specify (i) the
         requested Loan Date, (ii) the aggregate amount of the Line of Credit
         Loan to be made on such date, which shall be in a minimum amount of
         $1,000,000 and an integral multiple of $500,000, (iii) whether such
         Line of Credit Loans is to be funded as a Base Rate Advances or LIBOR
         Rate Advances and (iv) in the case of a LIBOR Rate Advance, the
         duration of the initial Interest Period applicable thereto. Promptly
         upon receipt of such notice, the Agent shall advise each Lender of the
         requested Line of Credit Loans and of such Lender's ratable share of
         such Loans. At or before 1:00 p.m. (Denver time) on the date of the
         requested Line of Credit Loans, each relevant Lender shall provide the
         Agent at the Agent's principal office in Denver with immediately
         available funds covering such Lender's Pro Rata Percentage of the
         requested Loans. Unless the Agent determines that any applicable
         condition specified in Article VIII has not been satisfied or waived,
         the Agent will make available to the Borrower at the Agent's principal
         office in Denver, Colorado in immediately available funds not later
         than 2:30 p.m. (Denver time) on the requested Loan Date the amount of
         the requested Line of Credit Loans to the extent received by the
         Agent.

                  (b) Procedure for Term Loans. The Agent will make the proceeds
         of the Term Loans available to the Borrower on the Effective Date.

                  (c) Procedure for Swing Line Loans. Unless the Swing Line
         Lender has notified the Borrower that the Swing Line has been
         terminated or suspended as provided in Section 2.1.3, each request by
         the Borrower for a Swing Line Loan hereunder must be given by the
         Borrower to the Swing Line Lender and the Agent not later than 1:00
         p.m.. (Denver time) on the Business Day on which such Swing Line Loan
         is proposed to be made. Each request for a Swing Line Loan hereunder
         shall be irrevocable and shall be deemed a representation by the
         Borrower that on the requested Loan Date and after giving effect to the
         requested Swing Line Loan the applicable conditions specified in
         Article VIII have been and will be satisfied. Each request for a Swing
         Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the
         amount of the Swing Line Loan to be made on such date (and, in the case
         of a requested Swing Line Bond Loan, the amount of the purchase price
         or principal payment of the Bonds to be financed by such Swing Line
         Bond Loan), which shall be in a minimum amount of $100,000 and an
         integral multiple of $100,000. Unless the Swing Line Lender has
         received written notice from the Agent (i) directing the Swing Line
         Lender not to make such Swing Line Loan as a result of the limitations
         set forth in the first proviso to the first sentence of Section
         2.1.3(a) or (ii) that any applicable condition specified in Article
         VIII has not been satisfied or waived, the Agent will make available to
         the Borrower at the Agent's principal office in Denver, Colorado in
         immediately available funds not later than 2:30 p.m. (Denver time) on
         the requested Loan Date the amount of the requested Swing Line Loans to
         the extent received from the Swing Line Lender.

                                       28

                  (d) Notices. All notices of the Borrower required under
         Section 2.1.4 shall be from such natural Persons as have been
         designated in a written notice signed by the president, chief executive
         officer or chief financial officer of the Borrower. Such notice shall
         provide the Agent and Swing Line Lender with a specimen signature for
         each such natural Person so designated. The natural Persons so
         designated are authorized to request Loans and Swing Line Loans and
         direct the disposition of any such Loans and Swing Line Loans until
         written notice of the revocation of such authority is received by the
         Agent at its address designated below. Any such Loans or Swing Line
         Loans shall be conclusively presumed to have been made to or for the
         benefit of the Borrower when the Agent reasonably believes in good
         faith that such notice was made by authorized Persons, or when said
         Loans are deposited to the credit of the account of the Borrower
         regardless of the fact that Persons other than those authorized
         hereunder may have authority to draw against such account.

         2.1.5   General Terms regarding the Notes, the Loans and the Swing Line Loans.

                  (a) The Agent shall promptly notify each Lender of any notice
         that the Agent receives from the Borrower pursuant to Section 3.2. In
         the case of a proposed LIBOR Rate Advance, the Agent shall also
         promptly notify each Lender of the applicable interest rate.

                  (b) Unless the Agent shall have received notice from a Lender
         prior to the date of any borrowing of a Loan that such Lender will not
         make available to the Agent such Lender's Pro Rata Percentage of such
         Loan, the Agent may assume that such Lender will make such portion
         available to the Agent in accordance with Section 2.1.3 and the Agent
         may, in reliance upon such assumption, make available to the Borrower
         on such date a corresponding amount. If and to the extent that such
         Lender shall not have so made its Pro Rata Percentage available to the
         Agent in accordance with Section 2.1.3, such Lender and the Borrower
         severally agree to repay to the Agent, within five (5) Business Days
         after demand therefor, such corresponding amount together with interest
         thereon, for each day from the date such amount is made available to
         the Borrower until the date such amount is repaid to the Agent, (i) in
         the case of the Borrower, at the interest rate applicable at the time
         the Loans comprising such borrowing were made, and (ii) in the case of
         such Lender, at the Federal Funds Rate. If such Lender shall repay to
         the Agent such corresponding amount, such amount so repaid shall
         constitute such Lender's Loan as part of such borrowing for purposes of
         this Agreement.

                  (c) The failure of any Lender to make any Loan or to fund any
         participation to be made by it as required by this Agreement shall not
         relieve any other Lender of its obligation, if any, to make its Loan on
         the date the same is required to be made, but no Lender shall be
         responsible for the failure of any other Lender to make Loans or to
         fund such other Lender's participation.

                                       29

                  (d) The Agent shall maintain a loan account ("Loan Account")
         on its books in which the Agent will record the date and amount of: (i)
         all Loans and Swing Line Loans to the Borrower pursuant to this
         Agreement; (ii) all payments made by the Borrower on all Loans and
         Swing Line Loans; and (iii) all other appropriate debits and credits as
         provided in this Agreement, including without limitation, all fees,
         charges, expenses and interest. All entries in the Borrower's Loan
         Account shall be made in accordance with the Agent's customary
         accounting practices as in effect from time to time. The balance in the
         Borrower's Loan Account, as set forth on the Agent's most recent
         printout, shall be rebuttable presumptive evidence of the amounts due
         and owing to the Agent, the Lenders, the Swing Line Lender and the
         Issuers by the Borrower.

                  (e) The proceeds of all Loans and Swing Line Loans shall be
         used for the Borrower's working capital and general corporate purposes,
         for financing acquisitions as permitted hereunder, for making capital
         expenditures within the limitation set forth herein and, in the case of
         the Swing Line Bond Loans, for financing payments of purchase price or
         principal of the Bonds.

         2.2    Letters of Credit.

                  (a) Subject to the terms and conditions of this Agreement, the
         Borrower may from time to time request that an Issuer issue LCs for the
         Borrower's account for any purpose acceptable to the Agent in its
         reasonable discretion; provided, however, that no Issuer shall issue
         any such LC in an amount exceeding the lesser of: (i) $60,000,000 minus
         the LC Obligations; (ii) the Available Amount or (iii) the Borrowing
         Base Availability. The proposed expiry date for any such LC shall not
         be later than the earlier of one year from the date of issuance of such
         LC, or the 90th day after the scheduled Maturity Date applicable to the
         Line of Credit Loans; provided, however, that if an LC that has a
         stated expiry date after the scheduled Maturity Date applicable to the
         Line of Credit Loans is still outstanding on the 91st day preceding
         such scheduled Maturity Date, the Borrower hereby irrevocably agrees to
         post cash collateral to the Holding Account fully covering the undrawn
         amount of such LC on or before such 91st day.

                  (b) In order to effect the issuance of each LC, the Borrower
         shall deliver to the Agent and the relevant Issuer a letter of credit
         application (the "Application") not later than 11:00 a.m. (Denver
         time), five (5) Business Days prior to the proposed date of issuance of
         the LC. The Application shall be duly executed by a responsible officer
         of the Borrower, shall be irrevocable and shall (i) specify the day on
         which such LC is to be issued (which shall be a Business Day), and (ii)
         be accompanied by a certificate executed by a responsible officer
         setting forth calculations evidencing availability for the LC as
         required pursuant to Section 2.2(a) and stating that all conditions
         precedent to such issuance have been satisfied.


                                       30

                  (c) Upon receipt of the Application, and satisfaction of the
         applicable terms and conditions of this Agreement, and provided that no
         Default or Matured Default exists, or would, after giving effect to the
         issuance of the LC, exist, the relevant Issuer shall issue such LC no
         later than the close of business, in Denver, Colorado, on the date so
         specified. Such Issuer shall provide the Borrower, the Agent and each
         Lender with a copy of the LC which has been issued. Each LC shall (i)
         provide for the payment of drafts presented for honor thereunder by the
         beneficiary in accordance with the terms thereof, when such drafts are
         accompanied by the documents described in the LC, if any, and (ii) to
         the extent not inconsistent with the express terms hereof or the
         applicable Application, be subject to the Uniform Customs and Practice
         for Documentary Credits (1993 Revision), International Chamber of
         Commerce Publication No. 500 and/or the International Standby Practices
         (ISP98), International Chamber of Commerce Publication No. 590, as the
         relevant Issuer shall determine to be applicable (collectively,
         together with any subsequent revisions thereof approved by a Congress
         of the International Chamber of Commerce and adhered to by the relevant
         Issuer, the "UCP"), and shall, as to matters not governed by the UCP,
         be governed by, and construed and interpreted in accordance with, the
         laws of the State of Colorado (in the case of CoBank and U.S. Bank) or
         the State of New York (in the case of Rabobank).

                  (d) Upon the issuance date of each LC, the relevant Issuer
         shall be deemed, without further action by any party hereto, to have
         sold to each other Lender, and each other Lender shall be deemed,
         without further action by any party hereto, to have purchased from such
         Issuer, a participation, to the extent of such Lender's Pro Rata
         Percentage, in such LC, the obligations thereunder and in the
         Borrower's reimbursement obligations due in respect of drawings made
         under such LC. If requested by such Issuer, the other Lenders will
         execute any other documents reasonably requested by such Issuer to
         evidence the purchase of such participation.

                  (e) Upon the relevant beneficiary's presentation of a draft
         for honor under any LC which the relevant Issuer has determined is in
         compliance with the conditions for payment thereunder, such Issuer
         shall promptly notify the Borrower and the Agent. Each drawing under
         any LC shall (so long as no Default or Matured Default shall have
         occurred and be continuing) constitute a request by the Borrower to the
         Agent for a borrowing pursuant to Section 2.1.1 of a Base Rate Advance
         in the amount of such drawing. If a Default or Matured Default shall
         have occurred and be continuing, or if Base Rate Advances are otherwise
         unavailable to the Borrower, at the time when a beneficiary presents a
         draft for payment under an LC, the Borrower agrees to reimburse the
         relevant Issuer for the amount of such draft immediately upon such
         presentation.

                  (f) The Borrower's obligation to reimburse the relevant Issuer
         for the amount of any draft drawn under any LC (whether directly or
         with the proceeds of a Base Rate Advance) shall be absolute,
         unconditional and irrevocable and shall be paid immediately to the
         Agent for the account of the Lenders upon demand by the Agent,

                                       31

         and otherwise strictly in accordance with the terms of this Agreement,
         under all circumstances whatsoever, including without limitation, the
         following circumstances:

                           (i) The existence of any claim, set-off, defense or
                  other rights which the Borrower may have at any time against
                  any beneficiary or any transferee of any LC (or any Person for
                  whom any such beneficiary or any such transferee may be
                  acting), any Issuer, any Lender, the Agent or any other
                  Person, whether in connection with this Agreement, any other
                  Financing Document, the transactions contemplated herein or
                  therein or any unrelated transaction, unless otherwise
                  provided by the terms of such LC;

                           (ii) Any statement or any other document presented
                  under any LC proving to be forged, fraudulent or invalid in
                  any respect or any statement therein being untrue or
                  inaccurate in any respect;

                           (iii) Payment by the relevant Issuer under any LC
                  against presentation of a draft or certificate which does not
                  comply with the terms of such LC, provided however, that such
                  payment shall not have constituted gross negligence or willful
                  misconduct on the part of such Issuer; and

                           (iv) Any other circumstance or event whatsoever,
                  whether or not similar to the foregoing, provided however,
                  that such other circumstance or event shall not have been the
                  result of gross negligence or willful misconduct of the
                  relevant Issuer.

                  (g) The Borrower assumes all risks of the acts or omissions of
         the beneficiary and any transferee of each LC with respect to its use
         of such LC. Neither the Agent, any Issuer nor any Lender shall be
         liable or responsible for, and the Borrower indemnifies and holds each
         Issuer, the Agent and each Lender harmless for: (i) the use which may
         be made of any LC or for any acts or omissions of the beneficiary and
         any transferee thereof in connection therewith, or (ii) the validity or
         genuineness of documents, or of any endorsement(s) thereon, even if
         such documents should, in fact prove to be in any or all respects
         invalid, fraudulent or forged, or any other circumstances whatsoever in
         making or failing to make payment, against the relevant Issuer, the
         Agent or any Lender, except damages determined to have been caused by
         gross negligence or willful misconduct of the relevant Issuer in
         determining whether documents presented under an LC comply with the
         terms of such LC and there shall have been a wrongful payment as a
         result thereof; provided, however, that it is the intention of the
         Borrower to indemnify each Issuer, the Agent and each Lender for its
         own negligence, other than negligence constituting gross negligence or
         willful misconduct. In furtherance and not in limitation of the
         foregoing, each Issuer may accept documents that appear on their face
         to be in order, without responsibility for investigation, regardless of
         any notice or information to the contrary.

                  (h) In the event that any provision of an Application is
         inconsistent, or in conflict with, any provision of this Agreement,
         including provisions for the rate of


                                       32

         interest applicable to draws thereunder, delivery of collateral or
         rights of set-off or any representations, warranties, covenants or any
         events of default set forth therein, the provisions of this Agreement
         shall govern.

                                   ARTICLE III
                                    INTEREST

         3.1    Interest.

         The Borrower shall pay interest on the unpaid principal amount of each
Loan and Swing Line Loan made by each Lender from the date of such Loan or Swing
Line Loan until such principal amount shall be paid in full, at the times and at
the rates per annum set forth below:

                  (a) Base Rate Advances and Swing Line Loans, so long as no
         Matured Default has occurred and is continuing, shall bear interest (i)
         from the Effective Date until the Conversion Date, at a rate per annum
         equal to the lesser of (A) the sum of the Base Rate in effect from time
         to time plus the Applicable Margin specified for Level 5 (without
         regard to the Borrower's actual Financial Performance Level) and (B)
         the Highest Lawful Rate, and (ii) from and after the Conversion Date,
         at a rate per annum equal to the lesser of (A) the sum of the Base Rate
         in effect from time to time plus the then Applicable Margin (calculated
         according to the Borrower's actual Financial Performance Level) and (B)
         the Highest Lawful Rate; provided, however, that with respect to each
         Base Rate Advance, the rate of interest accruing shall change
         concurrently with each change in the Prime Rate as announced by CoBank
         or with each change in the Federal Funds Rate, as the case may be. Such
         interest shall be payable (1) in the case of a Swing Line Loan, on its
         Maturity Date, and (2) in the case of other Base Rate Advances, monthly
         in arrears on the first day of each month commencing January 1, 2005,
         and on the Maturity Date applicable thereto.

                  (b) Each LIBOR Rate Advance, so long as no Matured Default has
         occurred and is continuing, shall bear interest at a rate per annum
         during each day of each Interest Period for such Advance equal to the
         lesser of (i) from the Effective Date until the Conversion Date, the
         lesser of (A) the sum of the LIBOR Rate for such Interest Period for
         such Loan plus the Applicable Margin specified for Level 5 (without
         regard to the Borrower's actual Financial Performance Level) and (B),
         the Highest Lawful Rate, and (ii) from and after the Conversion Date,
         the lesser of (A) the sum of the LIBOR Rate for such Interest Period
         for such Advance plus the then Applicable Margin (calculated according
         to the Borrower's actual Financial Performance Level) and (B), the
         Highest Lawful Rate. Such interest shall be payable in arrears on the
         last day of the relevant Interest Period, and, if such Interest Period
         exceeds three months, the day which is three months after the date on
         which the relevant LIBOR Rate Advance was disbursed.

                                       33

                  (c) After the occurrence of a Matured Default and for so long
         as such Matured Default is continuing, the Agent may (upon the
         direction of the Required Lenders) notify the Borrower that any and all
         amounts due hereunder, under the Notes or under any other Financing
         Document, whether for principal, interest (to the extent permitted by
         applicable law), fees, expenses or otherwise, shall bear interest, from
         the date of such notice by the Agent and for so long as such Matured
         Default continues, payable on demand, at a rate per annum (the "Default
         Rate") equal to the lesser of (A) with respect to a Base Rate Advance,
         (i) the sum of two percent (2.0%) per annum plus the Base Rate in
         effect from time to time plus the Applicable Margin or (ii) the Highest
         Lawful Rate; or (B) with respect to a LIBOR Rate Advance, (i) the sum
         of two percent (2.0%) per annum plus the LIBOR Rate then in effect for
         such LIBOR Rate Advance plus the Applicable Margin or (ii) the Highest
         Lawful Rate.

                  (d) All computations of interest pursuant to Section 3.1(a)
         shall be made by the Swing Line Lender or the Agent, each, as the case
         may be, by reference to the actual number of days elapsed based on a
         year of 360 days (in the case of fees and of LIBOR Rate Advances) or
         365 or 366 days (in the case of Base Rate Advances), as applicable.
         Each determination of an interest rate by the Agent or the Swing Line
         Lender shall be conclusive and binding for all purposes, absent
         manifest error. Any accrued interest unpaid on the Maturity Date shall
         be due and payable on the Maturity Date.

                  (e) The Swing Line Lender shall be responsible for invoicing
         the Borrower for interest on the Swing Line Loans. Until each Lender
         funds its Line of Credit Loan or participation pursuant to Section
         2.1.3 to refinance such Lender's Pro Rata Percentage of any Swing Line
         Loan, interest in respect of such Swing Line Loan shall be solely for
         the account of the Swing Line Lender.

         3.2    Voluntary Conversion of Advance.

         With respect to Loans, the Borrower may, upon written notice given by
the Borrower to the Agent not later than 11:00 a.m. (Denver time) on the third
Business Day prior to the date of any proposed interest conversion or rollover,
(a) convert Advances of one Type into Advances of another Type, or (b) continue
or rollover existing LIBOR Rate Advances; provided, however, that (i) with
respect to any conversion into or rollover of a LIBOR Rate Advance, no Default
or Matured Default shall have occurred and be continuing, (ii) with respect to
any facsimile notice of interest conversion, the Borrower shall promptly confirm
such notice by sending the original notice to the Agent and (iii) any
continuation or rollover of a LIBOR Rate Advance for the same or a different
Interest Period or into a Base Rate Advance, shall be made on, and only on, the
last day of an Interest Period for such LIBOR Rate Advance. Each such notice of
interest conversion shall specify therein the requested (x) date of such
conversion, (y) the Advances to be converted and whether such Advances
constitute LIBOR Rate Advances, and (z) if such interest conversion is into
LIBOR Rate Advances, the duration of the Interest Period for each such Advance.
The Agent shall promptly deliver a copy thereof to each Lender. Each such notice
shall be irrevocable and


                                       34

binding on the Borrower. If the Borrower shall fail to give a notice of interest
conversion with respect to any LIBOR Rate Advance as set forth above, such
Advance shall automatically convert to a Base Rate Advance on the last day of
the Interest Period with respect thereto. The provisions of this Section 3.2
shall also apply to initial Advances on Loans made as LIBOR Rate Advances.

                                   ARTICLE IV
                           PAYMENTS; PREPAYMENTS; ETC.

         4.1    Payment of Loans and Swing Line Loans.


                  (a) The outstanding principal balance of the Term Notes, Line
         of Credit Notes and the Swing Line Notes shall be due and payable on
         their respective Maturity Dates.

                  (b) Subject to the definition of Interest Period in the case
         of LIBOR Rate Advances, whenever any payment hereunder or under any
         Note shall be due on a day other than a Business Day, the date for
         payment of such amounts shall be extended to the next succeeding
         Business Day.

                  (c) The Borrower shall make each payment hereunder and under
         the Term Notes and Line of Credit Notes not later than 11:00 a.m.
         (Denver time) on the day when due in Dollars and in immediately
         available funds to the Agent for the account of the Lenders, unless
         such payment is scheduled to be made with the proceeds of a Line of
         Credit Advance otherwise available hereunder. Subject to Section 2.1.3,
         the Agent will promptly distribute in Dollars and in immediately
         available funds to each Lender its Pro Rata Percentage of each such
         payment received by the Agent for the account of the Lenders.

                  (d) The Borrower shall make each Swing Line Loan payment not
         later than 1:00 p.m. (Denver time) (in the case of Regular Swing Line
         Loans) or 5:00 p.m. (Denver time) (in the case of Swing Line Bond
         Loans) on the day when due in Dollars and in immediately available
         funds to the Swing Line Lender unless such Swing Line Loan is being
         refinanced through Line of Credit Loans.

         4.2    Optional Prepayments of the Loans.

         The Borrower may at any time prepay the outstanding principal amount of
any Loan or Swing Line Loan, in either case in whole or in part, in accordance
with this Section 4.2. With respect to any prepayment other than prepayments
made pursuant to the Agent's routine collection of Accounts in accordance with
the provisions of the Security Agreement, the Borrower shall give prior written
notice of any such prepayment to the Agent, which notice shall state the
proposed date of such prepayment (which shall be a Business Day), the Loan or
Swing Line Loan to be prepaid and the aggregate amount of the prepayment, and
which notice shall be delivered to the Agent not later than 11:00 a.m. (Denver
time): (a) with respect to any Base Rate Advance, on the date of the proposed
prepayment, and (b) with
                                       35

respect to any LIBOR Rate Advance, three (3) Business Days prior to the date of
the proposed prepayment. All prepayments of Base Rate Advances shall be without
premium or penalty of any kind. All such prepayments of LIBOR Rate Advances
shall be made together with accrued and unpaid interest (if any) to the date of
such prepayment on the principal amount prepaid without premium or penalty
thereon; provided, however, that funding losses incurred by any Lender as
described in Section 5.3 shall be payable with respect to each such prepayment.
All notices of prepayment shall be irrevocable and the payment amount specified
in each such notice shall be due and payable on the prepayment date described in
such notice, together with, in the case of LIBOR Rate Advances, accrued and
unpaid interest (if any) on the principal amount prepaid and any amounts due
under Section 5.3. The Borrower shall have no optional right to prepay the
principal amount of any LIBOR Rate Advance other than as provided in this
Section 4.2. Voluntary prepayments of the Term Notes shall be applied pro rata
to the remaining unpaid installments described in Section 4.3.

         4.3    Term Loan Installments.

         The principal amount outstanding under the Term Notes shall be payable
in quarterly installments on the last Business Day of each March, June,
September and December commencing March 31, 2010 in equal installments of
$6,000,000, and in any event with any and all remaining principal outstanding on
the Maturity Date being due and payable on the Maturity Date.

         4.4    Mandatory Prepayments of Notes.

                  (a) Mandatory Prepayments--Borrowing Base Deficiency. If at
         any time a Borrowing Base Deficiency exists, the Borrower shall
         immediately pay on the principal of the Swing Line Loans and the Line
         of Credit Loans an amount equal to such Borrowing Base Deficiency. Any
         such payments shall be applied to the Swing Line Loans first, then to
         the Line of Credit Loans first against Base Rate Advances and then to
         LIBOR Rate Advances in order starting with the LIBOR Rate Advances
         having the shortest time to the end of the applicable Interest Period.
         Amounts paid on the Line of Credit Loans under this Section 4.4(a)
         shall be for the account of each Lender in proportion to its share of
         outstanding Swing Line Loans and Line of Credit Loans. If, after paying
         all outstanding Line of Credit Loans, a Borrowing Base Deficiency still
         exists, the Borrower shall pay into the Holding Account an amount equal
         to the amount of the remaining Borrowing Base Deficiency.

                  (b) Other Mandatory Prepayments. Additional mandatory
         prepayments of the Term Notes and Line of Credit Notes shall be payable
         as follows: (i) on or before the 10th day after the receipt thereof, an
         amount equal to any Excess Disposition Proceeds; (ii) on or before the
         10th day after the receipt thereof, an amount equal to any Excess Debt
         Proceeds; (iii) on or before the 10th day after the receipt thereof, an
         amount equal to 50% of any Excess Equity Proceeds; and (iv) until the
         Funded Debt to EBITDA Ratio at the end of a Fiscal Year has been
         reduced to not more than 2.50 to 1.00, on or before the 120th day after
         the end of each of the Borrower's Fiscal

                                       36

         Years, an amount equal to fifty percent (50%) of any Unallocated Cash
         Flow during such Fiscal Year. Additional mandatory prepayments under
         this subsection (b) shall be applied to the most remote installments
         then unpaid. All prepayments under this Section 4.4 shall be
         applied (pro rata among the Lenders) first to the unpaid installments
         due under the Term Notes in the inverse order of their maturity until
         all such installments are paid, second to the outstanding principal of
         the Line of Credit Notes, and third to the outstanding principal of
         the Swing Line Loans.

         4.5    Termination of the Line of Credit Loan Commitments.

         The Borrower shall have the right, upon at least five Business Days'
written notice to the Lenders, to terminate the Line of Credit Loan Commitments,
(i) in whole, or (ii) in part, in a minimum amount of $5,000,000 and an integral
multiple of $5,000,000, but not to an amount less than $50,000,000; provided,
however, that any such termination shall be accompanied, (i) in the case of a
termination in whole, by payment of the Liabilities in full and the return or
cash coverage (pursuant to documentation in form and substance satisfactory to
the Agent) of any LC then outstanding, or (ii) in the case of a partial
termination, payment of the Line of Credit Loans, the Regular Swing Line Loans
and/or the LC Obligations to the extent necessary to cause the Available Amount
to be not less than zero. Any partial reduction of the Line of Credit Loan
Commitments pursuant to this Section 4.5 shall result in a reduction pro rata of
the Line of Credit Loan Commitments of each of the Lenders.

                                    ARTICLE V
                 LIBOR RATE LOANS; INCREASED COSTS; TAXES, ETC.

         5.1    LIBOR Rate Advances.

         Anything in this Agreement to the contrary notwithstanding:

                  (a) If any Lender shall notify the Agent that the introduction
         of or any change in or in the interpretation of any law or regulation
         makes it unlawful, or that any central bank or other Governmental
         Authority asserts that it is unlawful, for such Lender to perform its
         obligations to make LIBOR Rate Advances or to fund or maintain LIBOR
         Rate Advances (whether or not such assertion carries the force of law),
         the obligation of such Lender to make, rollover or convert Loans into
         LIBOR Rate Advances shall be suspended until the Agent shall notify the
         Borrower and such Lender that the circumstances causing such suspension
         no longer exist, and the existing LIBOR Rate Advances of such Lender
         shall automatically convert, on and as of the date of such
         notification, into Base Rate Advances; provided that each Lender
         represents and warrants to the Borrower that as of the later of (i) the
         Closing Date or (ii) the date on which it shall have executed an
         Assignment and Acceptance pursuant to Section 13.23(a), it has no
         actual knowledge that it would be unlawful for such Lender to make
         LIBOR Rate Advances as contemplated.


                                       37

                  (b) If the Required Lenders shall, not later than 11:00 a.m.
         (Denver time) one Business Day before the date of any requested
         borrowing consisting of LIBOR Rate Advances, notify the Agent that the
         LIBOR Rate for LIBOR Rate Advances comprising such borrowing will not
         adequately reflect the cost to such Required Lenders of making or
         funding their respective LIBOR Rate Advances for such borrowing, the
         Borrower's right to select LIBOR Rate Advances for such borrowing or
         any subsequent borrowing respectively shall be suspended until the
         Required Lenders shall notify the Agent that the circumstances causing
         such suspension no longer exist, and the Advances comprising such
         requested borrowing shall be Base Rate Advances.

         5.2    Increased Costs.

         If, due to either (a) introduction of or any change in or in the
interpretation of any law or regulation or (b) compliance with any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost or reduction
in yield or rate of return to any Lender of agreeing to make or making or
maintaining any LIBOR Rate Advance or maintaining its Commitment or any to any
Issuer issuing or maintaining any LC, with respect thereto (other than any
increase in income or franchise taxes imposed on it by the jurisdiction under
the laws of which such Lender is organized or the jurisdiction in which such
Lender's relevant office is located), then the Borrower shall from time to time,
three (3) Business Days after written demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender additional
amounts sufficient to compensate such Lender for such increased cost, reduction
in yield or rate of return over a period not to exceed one hundred eighty (180)
days, which amounts shall be due and payable at the end of such period, subject,
however, to the provisions of Section 12.10. Any request for payment under this
Section 5.2 will be submitted to the Borrower and the Agent by such Lender
within sixty (60) days of such occurrence described in this Section 5.2,
identifying with reasonable specificity the basis for and the amount of such
increased cost, and shall be conclusive and binding for all purposes, absent
manifest error.

         5.3    Funding Losses.

         The Borrower will indemnify each Lender against, and reimburse each
Lender on demand for, any loss, cost or expense incurred or sustained by such
Lender (including without limitation, any loss or expense incurred by reason of
the liquidation or redeployment of deposits or other funds acquired by such
Lender to fund or maintain any LIBOR Rate Advance and/or loss of net yield) as a
result of (a) any payment, conversion, rollover, or prepayment of all or a
portion of any LIBOR Rate Advance on a day other than the last day of an
Interest Period for such LIBOR Rate Advance, (b) any payment, conversion,
rollover or prepayment (whether required hereunder or otherwise) of such
Lender's LIBOR Rate Advance made after the delivery of a notice of borrowing
(whether oral or written) but before the proposed date for such LIBOR Rate
Advance if such payment or prepayment prevents the proposed borrowing from
becoming fully effective, (c) after the Agent receives

                                       38

a notice of borrowing, the failure of any LIBOR Rate Advance to be made or
effected by such Lender due to any condition precedent to a borrowing not being
satisfied or due to any other action or inaction of the Borrower or (d) any
rescission of a notice of borrowing or a notice of interest conversion. Any
Lender demanding payment under this Section 5.3 shall deliver to the Borrower
and the Agent a statement reasonably setting forth the amount and manner of
determining such loss, cost or expense, which statement shall be conclusive and
binding for all purposes, absent manifest error. Compensation owing to a Lender
as a result of any such loss, cost or expense resulting from a payment,
prepayment, conversion or rollover of a LIBOR Rate Advance shall include without
limitation, an amount equal to the sum of (i) the amount of the net yield that,
but for such event, such Lender would have earned for the remainder of the
applicable Interest Period plus (ii) any expense incurred by such Lender.
Notwithstanding any provision herein to the contrary, each Lender shall be
entitled to fund and maintain its funding of all of any part of the LIBOR Rate
Advance in any manner it elects; it being understood, however, that all
determinations hereunder shall be made as if the Lender had actually funded and
maintained each LIBOR Rate Advance during the Interest Period for such Advance
through the purchase of deposits having a term corresponding to such Interest
Period and bearing an interest rate equal to the LIBOR Rate for such Interest
Period (whether or not the Lender shall have granted any participations in such
Loans).

         5.4    Capital Adequacy Requirements.

                  (a) If any Lender or Issuer shall have determined that the
         adoption after the date of this Agreement of any applicable law, rule
         or regulation regarding capital adequacy, or any change therein after
         the date of this Agreement, or any change in the interpretation or
         administration thereof after the date of this Agreement by any
         Governmental Authority, central bank or comparable agency charged with
         the interpretation or administration thereof, or compliance by such
         Lender or Issuer with any request or directive regarding capital
         adequacy (whether or not having the force of law) of any such
         authority, central bank or comparable agency issued after the date of
         this Agreement, affects or would affect the amount of capital required
         or expected to be maintained by such Lender or Issuer or any
         corporation controlling such Lender or Issuer, and that the amount of
         such capital requirement is increased, or has or would have the effect
         of reducing the rate of return on such Lender's or such Issuer's or
         such corporation's capital to a level below that which such Lender or
         Issuer or such corporation could have achieved but for such adoption,
         change or compliance, in each case as a consequence of its obligations
         hereunder (taking into consideration such Lender's or Issuer's policies
         with respect to capital adequacy), then the Borrower shall pay to such
         Lender such additional amount or amounts as such Lender or Issuer
         reasonably determines to be sufficient to compensate such Lender or
         Issuer or such corporation in the light of such circumstances, for a
         period not to exceed one hundred eighty (180) days, which amounts shall
         be due and payable at the end of such period, subject to the provisions
         of Section 12.10.


                                       39

                  (b) A certificate of such Lender or Issuer setting forth such
         amount or amounts as shall be necessary to compensate such Lender or
         Issuer as specified in Section 5.4(a) above shall be delivered within
         sixty (60) days of such occurrence described in Section 5.4(a) above to
         the Borrower and shall be conclusive and binding, absent manifest
         error. The Borrower shall pay such Lender or Issuer the amount shown as
         due on any such certificate within fifteen (15) days after such Lender
         or Issuer delivers such certificate. In preparing such certificate,
         such Lender or Issuer may employ such assumptions and allocations of
         costs and expenses as it shall in good faith deem reasonable and may
         use any reasonable averaging and attribution method.

         5.5    Taxes.

                  (a) Except as otherwise provided in Section 5.5(d), any and
         all payments by the Borrower hereunder or under the other Financing
         Documents shall be made free and clear of and without deduction for any
         and all present or future taxes, deductions, charges or withholdings,
         and all liabilities with respect thereto, including without limitation,
         such taxes, deductions, charges, withholdings or liabilities whatsoever
         imposed, assessed, levied or collected by any taxing authority and all
         (other than to the extent due to the gross negligence or willful
         misconduct of the relevant Lender, Issuer or Swing Line Lender)
         interest, penalties, expenses or similar liabilities with respect
         thereto ("Taxes"), excluding, however, from the definition of Taxes, in
         the case of each Lender, each Issuer, the Swing Line Lender and the
         Agent, (i) taxes imposed on its income (including penalties and
         interest payable in respect thereof), and franchise taxes imposed on
         it, by the jurisdiction under the laws of which such Lender, such
         Issuer, the Swing Line Lender or the Agent (as the case may be) is
         organized or any political subdivision thereof and (ii) taxes imposed
         on its income (including penalties and interest payable in respect
         thereof), and franchise taxes imposed on it, by the applicable
         jurisdiction in which such Person's relevant office is located or any
         political subdivision thereof. If the Borrower shall be required by law
         to deduct any Taxes from or in respect of any sum payable hereunder or
         under any Note to any Lender, any Issuer, the Swing Line Lender or the
         Agent (other than payments for which taxes are withheld pursuant to the
         last sentence of Section 5.5(d) under circumstances in which the
         recipient is able to deliver the relevant forms under applicable law),
         (i) the sum payable shall be increased as may be necessary so that
         after making all required deductions (including deductions applicable
         to additional sums payable under this Section 5.5) such recipient
         receives an amount equal to the sum it would have received had no such
         deductions been made and (ii) the Borrower shall pay the full amount
         deducted to the relevant taxation authority or other authority in
         accordance with applicable law, less any credits due to the Borrower.

                  (b) In addition, the Borrower agrees to pay any present or
         future stamp or documentary taxes or any other excise or property
         taxes, charges or similar levies which arise from any payment made
         hereunder or under any other Financing Document or from the execution,
         delivery or registration of, or otherwise with respect


                                       40

         to, this Agreement or any other Financing Document (hereinafter
         included within the definition of "Taxes").

                  (c) The Borrower will indemnify each Lender, each Issuer, the
         Swing Line Lender and the Agent for the full amount of Taxes (including
         without limitation, any Taxes imposed by any jurisdiction on amounts
         payable under this Section 5.5) paid by such Person and any liability
         arising therefrom or with respect thereto, whether or not such Taxes
         were correctly or legally asserted. This indemnification shall be made
         within five (5) days from the date such Person makes written demand
         therefor; provided, however, that to the extent that any such recipient
         is reimbursed for any Taxes that were incorrectly or illegally asserted
         with respect to the Borrower, such recipient shall promptly return to
         the Borrower the amount of such reimbursement net of any costs of
         recovery incurred by such recipient, together with any interest that
         may have been paid by the taxing jurisdiction with respect thereto, to
         the extent the Borrower has actually paid such recipient with respect
         thereto.

                  (d) Prior to the date of any Lender becoming a Lender
         hereunder, and from time to time thereafter if requested by the
         Borrower or the Agent (to the extent that such Person is still able to
         do so under applicable law), each Lender organized outside the United
         States shall provide the Agent and the Borrower with the forms
         prescribed by the Internal Revenue Service of the United States
         (including, without limitation, Form W-8BEN, Form W-8ECI, or Form W-9)
         certifying such Lender's exemption from United States withholding taxes
         with respect to all payments to be made to such Lender hereunder and
         under the other Financing Documents. Unless the Borrower and the Agent
         have received forms or other documents satisfactory to them indicating
         that payments hereunder or under the other Financing Documents are not
         subject to United States withholding tax or are subject to such tax at
         a rate reduced by an applicable tax treaty, the Borrower or the Agent
         shall withhold taxes from such payments for the account and benefit of
         the Borrower at the applicable statutory rate in the case of payments
         to or for any Lender organized under the laws of a jurisdiction outside
         the United States; provided, however, that all such withholding for
         such Lender shall cease upon delivery by such Lender of the applicable
         forms to the Borrower and Agent.

                  (e) Promptly after the date on which payment of any Taxes are
         due pursuant to applicable law, the Borrower will, at the request of
         the Agent, any Issuer or any Lender, furnish to the Agent, such Issuer
         or such Lender evidence in form and substance satisfactory to the
         Agent, such Issuer or such Lender, that the Borrower has met its
         obligations under this Section 5.5.

                  (f) Without prejudice to the survival of the Borrower's other
         agreements, the Borrower's agreements and obligations contained in this
         Section 5.5 shall survive the payment in full of the Liabilities.


                                       41

                  (g) Each Lender, each Issuer and the Swing Line Lender agrees
         that, upon the occurrence of any event giving rise to any payment by
         the Borrower pursuant to this Section 5.5 with respect to such Lender,
         it will, if requested by the Borrower, use reasonable efforts (subject
         to its overall policy considerations) to designate another lending
         office for any Loans and other extensions of credit affected by such
         event with the object of avoiding the consequences of such event;
         provided, that such designation is made on terms that, in such Lender's
         sole judgment, cause such Lender and its lending office(s) to suffer no
         economic, legal or regulatory disadvantage.

                                   ARTICLE VI
                                      FEES.

         6.1    Non-Use Fee.

         The Borrower agrees to pay to the Agent for distribution to the Lenders
(based on their respective Pro Rata Percentages) a quarterly non-use fee on the
daily average unused amount of the Line of Credit Loan Commitments (the "Non-Use
Fee") (i) from the Effective Date until the Conversion Date, at a rate per annum
equal to the Applicable Margin for the Non-Use Fee specified for Level 5
(without regard to the Borrower's actual Financial Performance Level), and (ii)
from and after the Conversion Date, at a rate per annum equal to the
then-Applicable Margin for the Non-Use Fee (calculated according to the
Borrower's actual Financial Performance Level). The Non-Use Fee shall be due and
payable in arrears on the first day of each January, April, July and October
hereafter through the Maturity Date applicable to the Line of Credit Loans. A
pro-rated non-use fee shall be due and payable on the first day of the quarter
following the Effective Date and on the Maturity Date applicable to the Line of
Credit Loans. The Non-Use Fee shall be earned as it accrues. A pro-rated non-use
fee shall be due and payable to the lenders under the Existing Credit Agreement
on the Effective Date. Swing Line Loans shall be considered usage of the Line of
Credit Commitments for purposes of this Section 6.1.

         6.2    LC Fees.

         The Borrower agrees to pay to the Agent, for distribution to the
Lenders (based on their respective Pro Rata Percentages), a quarterly fee in
respect of each LC issued hereunder (the "LC Fee"), computed at the applicable
rate per annum set forth in the definition of Applicable Margin on the daily
average amount available to be drawn under such LC for as long as it is
outstanding. The quarterly letter of credit fee shall be due and payable in
arrears on the first day of each January, April, July and October hereafter
through the Maturity Date applicable to the Line of Credit Loans. A pro-rated
letter of credit fee shall be due and payable on the first day of the quarter
following the Closing Date and on the Maturity Date applicable to the Line of
Credit Loans. Each quarterly letter of credit fee shall be earned as it accrues.
The Borrower shall also pay to the Agent for the account of each Issuer the
normal and customary processing fees that such Issuer charges in connection with
the issuance of or drawings under each such LC. A pro-rated letter of credit fee
shall be due and payable to the lenders under the Existing Credit Agreement on
the Effective Date.


                                       42

         6.3    Calculation of Fees.

         The fees payable under Sections 6.1 and 6.2 shall be calculated by the
Agent on the basis of a 360-day year, for the actual days (including the first
day but excluding the last day) occurring in the period for which such fee is
payable. Each determination by the Agent of fees payable under Sections 6.1 and
6.2 shall be conclusive and binding for all purposes, absent manifest error.

         6.4    Fees Not Interest; Nonpayment.

         The fees described in this Agreement represent compensation for
services rendered and to be rendered separate and apart from the lending of
money or the provision of credit and do not constitute compensation for the use,
detention, or forbearance of money, and the Borrower's obligation to pay each
fee described herein shall be in addition to, and not in lieu of, the Borrower's
obligation to pay interest and expenses otherwise described in this Agreement.
Fees shall be payable when due in Dollars and in immediately available funds.
All fees shall be non-refundable.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Agent, each Issuer, the Swing Line Lender and
the Lenders to enter into this Agreement and to induce each Issuer to issue LCs
under this Agreement, the Borrower represents and warrants to the Agent, each
Issuer, the Swing Line Lender and the Lenders that the following statements are
and on each date hereafter that the Borrower is required to execute and deliver
a compliance certificate to the Agent, will be, true and correct:

         7.1 Judgments, Claims Litigation and Proceedings.

         Except as set forth on Exhibit 7A or as disclosed in writing to the
Agent from time to time hereafter, no judgments are outstanding against the
Borrower, nor is there now pending or threatened any litigation, contested
claim, or governmental proceeding by or against the Borrower, except for
judgments and pending or threatened litigation, contested claims and
governmental proceedings which are not, in the aggregate, material to the
Borrower's financial condition, results of operations or business.

         7.2    Contract Defaults and Disputes.

         Except as set forth on Exhibit 7B or as disclosed in writing to the
Agent from time to time hereafter, the Borrower is not in default under any
material contract, lease or commitment to which it is a party or by which it is
bound, and the Borrower knows of no material dispute relating to any contract,
lease, or commitment which is material to the continued financial success and
well-being of the Borrower.

                                       43

         7.3    Licenses, Patents, Etc.

         All of the Borrower's licenses, patents, copyrights, trademarks and
trade names and all of the Borrower's applications for any of the foregoing are
set forth on Exhibit 7C. There is no action, proceeding, claim or complaint
pending or threatened to be brought against the Borrower by any Person which
might jeopardize any of the Borrower's interest in any of the foregoing
licenses, patents, copyrights, trademarks, trade names or applications and
which, if successful, would have a material adverse effect on the Borrower's
financial condition, results of operations or business.

         7.4    Title to Assets.

         Except for the security interests granted in the Security Documents, as
permitted under Section 10.1 or as set forth on Exhibit 7D, the Borrower owns
all of its assets free and clear of all security interests, liens, claims, and
encumbrances. No Goods held by the Borrower on consignment or under sale or
return contracts have been represented to be Inventory and no amounts receivable
by the Borrower in respect of the sale of such Goods (except markups or
commissions which have been fully earned by the Borrower) have been represented
to be Accounts. The Borrower represents that all amounts in the form of ordinary
trade payables which are owing to suppliers of any of the Inventory have been
paid when due and that none of such suppliers has asserted any interest in the
Inventory. The Borrower will furnish, at the Agent's request, the names and
addresses of all Persons who supply Inventory to the Borrower or who deliver
Goods to the Borrower on consignment or under sale or return contracts.

         7.5    Tax Liabilities.

         The Borrower has filed all federal and all other material tax reports
and returns required by any law or regulation to be filed by it and has either
duly paid all taxes, duties and charges indicated to be due on the basis of such
returns and reports or has made adequate provision for the payment thereof, and
the assessment of any material amount of additional taxes in excess of those
paid and reported is not reasonably expected. The reserves for taxes reflected
on the Borrower's consolidated balance sheet are materially adequate in amount
for the payment of all liabilities for all taxes (whether or not disputed) of
the Borrower accrued through the date of such balance sheet. There are no
material unresolved questions or claims concerning any tax liability of the
Borrower, except as described on Exhibit 7E or as disclosed in writing to the
Agent from time to time hereafter.

         7.6    Indebtedness and Producer Payable.

         Except (a) for the Loans and Swing Line Loans from the Lenders and the
Swing Line Lender respectively, and the LC Obligations, each as contemplated by
this Agreement; (b) as disclosed on Exhibit 7F; and (c) as disclosed on the
financial statements identified in Section 7.16 of this Agreement, the Borrower
has no other indebtedness, known contingent obligations or liabilities,
outstanding bonds, letters of credit or acceptances to any other

                                       44

Person or loan commitments from any other Person which in the aggregate, are
material to the Borrower's financial position. The Borrower's Producer Payables,
other than those being contested in good faith by the Borrower, are not past
due.

         7.7    Other Fictitious Names.

         During the preceding five (5) years, the Borrower has not been known by
or used any fictitious name, or changed its organizational form, the location of
its chief executive office, or the jurisdiction of its organization except as
disclosed on Exhibit 7G.

         7.8    Affiliates.

         The Borrower has no Affiliates, other than those Persons disclosed on
Exhibit 7H or those disclosed in writing to the Agent from time to time
hereafter, and the legal relationships of the Borrower to each such Affiliate
are accurately and completely described thereon.

         7.9    Environmental Matters.

         Except as disclosed on Exhibit 7I or as disclosed in writing to the
Agent from time to time hereafter, (a) the Borrower has not received any notice
to the effect, and does not have any knowledge, that its operations are not in
compliance with any of the requirements of applicable federal, state and local
environmental, health and safety statutes and regulations ("Environmental Laws")
or are the subject of any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could have a material adverse effect on the business, operations, assets or
condition (financial or otherwise) of the Borrower; (b) there have been no
releases of hazardous materials at, on or under the Borrower's premises that,
singly or in the aggregate, have, or may reasonably be expected to have, a
material adverse effect on the financial condition, operations, assets, business
or prospects of the Borrower; (c) there are no underground storage tanks, active
or abandoned, including petroleum storage tanks, on or under the Borrower's
premises that, singly or in the aggregate, have, or may reasonably be expected
to have, a material adverse effect on the financial condition, operations,
assets, business or prospects of the Borrower; (d) the Borrower has not directly
transported or directly arranged for the transportation of any hazardous
material to any location which is listed or proposed for listing on the National
Priorities List pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time, or on any
similar federal, state or local list or which is the subject of federal, state
or local enforcement actions or other investigations which may lead to material
claims against the Borrower for any remedial work, damage to natural resources
or personal injury, including claims under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time;
and (e) to the best of the Borrower's knowledge, no conditions exist at, on or
under the Borrower's premises which, with the passage of time, or the giving of
notice or both, would give rise to any material liability under any
Environmental Laws.


                                       45

         7.10   Bank Accounts.

         Exhibit 7J sets forth, as of the Closing Date, the account numbers and
location of all of the Borrower's bank accounts (including blocked accounts).

         7.11   Other Agreements or Restrictions.

         Except as disclosed on Exhibit 7K, the Borrower is not a party to any
contract or agreement or subject to any restriction which restricts the conduct
of its business which could have a material adverse effect on the financial
condition, operations, assets, business or prospects of the Borrower. The
Borrower is not in default under or in violation of any Governmental Requirement
related to the Loans, the LCs, or the Swing Line Loans or any other Governmental
Requirement which default could have a material adverse effect on the Borrower's
financial condition, operations, assets, business or prospects. Neither the
execution and delivery of the Financing Documents or the Bond Documents, nor the
consummation of the transactions contemplated thereby, nor fulfillment of and
compliance with the respective terms, conditions and provisions thereof, will
conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, or result in any material
violation of, or result in the creation or imposition of any lien or security
interest on any of the Collateral pursuant to: (a) any agreement, instrument or
document pertaining to the governance of the Borrower; (b) any Governmental
Requirement applicable to the Borrower; (c) any order, writ, injunction or
decree of any court; or (d) the terms, conditions or provisions of any material
agreement or instrument to which the Borrower is a party or by which it or its
property is bound or to which it or its property is subject in any material
respect.

         7.12   [Intentionally Omitted].

         7.13   Existence.

         The Borrower is a limited liability company duly organized and in
existence under the laws of the State of Delaware. The Borrower is duly licensed
to do business in all states where the nature and extent of the business it
transacts or the ownership of its assets makes such licensing necessary, except
for those jurisdictions in which the failure to be so licensed would not, in the
aggregate, have a material adverse effect on the Borrower's financial condition,
results of operations or business.

         7.14   Authority.

         The Borrower's execution and delivery of this Agreement, the other
Financing Documents and the Bond Documents and the performance of its
obligations hereunder and thereunder, (a) are within the Borrower's powers; (b)
are duly authorized by the Borrower's managers and, if necessary, the Borrower's
members; (c) are not in contravention of any material law or laws, or the terms
of the Borrower's operating agreement, or other organizational documents, or of
any indenture, agreement or undertaking to which the


                                       46

Borrower is a party or by which the Borrower or any of the Borrower's property
is bound; (d) do not require any governmental consent, registration or approval;
(e) do not contravene any contractual or governmental restriction binding upon
the Borrower; and (f) will not, except as contemplated or permitted by this
Agreement, result in the imposition of any lien, charge, security interest or
encumbrance upon any of the Borrower's property under any existing indenture,
mortgage, deed of trust, loan or credit agreement or other material agreement or
instrument to which the Borrower is a party or by which the Borrower or any of
the Borrower's property may be bound or affected.

         7.15   Binding Effect.

         This Agreement, the other Financing Documents and the Bond Documents
set forth the legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their respective terms.

         7.16   Correctness of Financial Statements.

         The financial statements delivered by the Borrower to the Agent, the
Swing Line Lender and the Lenders present fairly the Borrower's financial
condition, and have been prepared in accordance with GAAP consistently applied.
As of the date of such financial statements, there has been no materially
adverse change in the Borrower's condition or operations, nor has the Borrower
granted a Lien on any of the its assets or properties since such date other than
as set forth on Exhibit 7D. As of each date hereafter that the Borrower is
required to execute and deliver a compliance certificate to the Agent, there has
been no materially adverse change in the Borrower's condition or operation, nor
(unless otherwise permitted in this Agreement) has the Borrower granted a Lien
on any of its assets or properties since the date of the most recent financial
statement delivered to the Agent and the Lenders.

         7.17   Employee Controversies.

         There are no controversies pending or threatened between the Borrower
and any of the Borrower's employees, other than employee grievances arising in
the ordinary course of the Borrower's business which are not, in the aggregate,
material to the Borrower's continued financial success and well-being and
employee grievances which are disclosed in writing to the Agent from time to
time hereafter.

         7.18   Compliance with Laws and Regulations.

         The Borrower is in compliance with all laws, orders, regulations and
ordinances of all federal, foreign, state and local Governmental Authorities
relating to the Borrower's business operations and assets, except for laws,
orders, regulations and ordinances, the violation of which would not have a
material adverse effect on the value of the Collateral or the Agent's interest
in any of the Collateral and, in the aggregate, would not have a material
adverse effect on the Borrower's financial condition, results of operations or
business.

                                       47

         7.19   Solvency.

         The Borrower is solvent, able to pay its debts generally as such debts
mature, and has capital sufficient to carry on its business and all businesses
in which it expects to engage. The saleable value of the Borrower's total assets
at a fair valuation, and at a present fair saleable value, is greater than the
amount of the Borrower's total obligations to all Persons. The Borrower will not
be rendered insolvent by the execution or delivery of this Agreement, the other
Financing Documents or the Bond Documents or by the transactions contemplated
hereunder or thereunder.

         7.20   ERISA Matters.

                  (a) Each Plan is in compliance in all material respects with
         the applicable provisions of ERISA, the IRC and other Federal or state
         Laws, and each Plan that is intended to qualify under Section 401(a) of
         the IRC has received a favorable determination letter from the IRS or
         an application for such a letter is currently being processed by the
         IRS with respect thereto and, to the Borrower's best knowledge, nothing
         has occurred which would prevent, or cause the loss of, such
         qualification. The Borrower and each ERISA Affiliate have made all
         required contributions to each Plan subject to Section 412 of the Code,
         and no application for a funding waiver or an extension of any
         amortization period pursuant to Section 412 of the Code has been made
         with respect to any Plan.

                  (b) There are no pending or, to the Borrower's best knowledge,
         threatened claims, actions or lawsuits, or action by any Governmental
         Authority, with respect to any Plan that could be reasonably be
         expected to have a material adverse effect on the Borrower's financial
         condition, results of operations, business or prospects. There has been
         no prohibited transaction or violation of the fiduciary responsibility
         rules with respect to any Plan that has resulted or could be reasonably
         expected to result in a material adverse effect on the Borrower's
         financial condition, results of operations, business or prospects.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
         to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
         (iii) neither the Borrower nor any ERISA Affiliate has incurred, or
         reasonably expects to incur, any liability under Title IV of ERISA with
         respect to any Pension Plan (other than premiums due and not delinquent
         under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA
         Affiliate has incurred, or reasonably expects to incur, any liability
         (and no event has occurred which, with the giving of notice under
         Section 4219 of ERISA, would result in such liability) under Sections
         4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
         neither the Borrower nor any ERISA Affiliate has engaged in a
         transaction that could be subject to Sections 4069 or 4212(c) of ERISA.


                                       48

         7.21   Margin Security.

         The Borrower does not own any margin security and none of the loans
advanced hereunder shall be used for the purpose of purchasing or carrying any
margin securities or for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase any margin securities or for any other
purpose not permitted by Regulations T, U or X of the Board of Governors of the
Federal Reserve System.

         7.22   Investment Company Act Not Applicable.

         The Borrower is not an "investment company", or a company "controlled"
by an "investment company", within the meaning of the Investment Company Act of
1940, as amended.

         7.23   Public Utility Holding Company Act Not Applicable.

         The Borrower is not a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company", or an affiliate of
a "subsidiary company" of a "holding company", or a "public utility", as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended.

         7.24   No Consent.

         The Borrower's execution, delivery and performance of, and the
effectuation of the transactions contemplated under, this Agreement, the other
Financing Documents and the Bond Documents, and the borrowings contemplated
herein, do not require the consent or approval of any other Person, except such
consents or approvals as have been obtained or will be obtained by the Effective
Date. The Borrower has not otherwise failed to obtain any material governmental
consent, approval, license, permit, franchise or other governmental
authorization necessary to the ownership of any of its properties or the conduct
of its business.

         7.25   Full Disclosure.

         The factual information taken as a whole in the materials furnished by
or on behalf of the Borrower to the Agent, any Lender, any Issuer, the Swing
Line Lender, the Existing Agent or any Existing Lender for purposes of or in
connection with the transactions contemplated under this Agreement, the Existing
Credit Agreement, the other Financing Documents and the Bond Documents does not
contain any untrue statement of a material fact or omit to state any material
fact necessary to keep the statements contained therein from being misleading as
of the date of this Agreement, and thereafter as supplemented by information
provided to the Agent and the Lenders, any Issuer and the Swing Line Lender in
writing pursuant to this Agreement. The financial projections and other
financial information furnished to the Agent and the Lenders by the Borrower,
and to be delivered under Section

                                       49

9.1 of this Agreement, were prepared in good faith on the basis of information
and assumptions that the Borrower believed to be reasonable as of the date of
such information.

         7.26   Intellectual Property.

         Except as set forth in Exhibit 7C, the Borrower owns or possesses (or
will be licensed or otherwise have the full right to use) all intellectual
property which is necessary for the operation of its business, without any known
conflict with the rights of others. Except as set forth in Exhibit 7L, no
product of the Borrower infringes upon any intellectual property owned by any
other Person and no claim or litigation is pending or (to the Borrower's
knowledge) threatened against or affecting such Person, contesting the
Borrower's right to sell or to use any product or material, in any case which
could have a material adverse effect on the Borrower's financial condition,
operations, assets, or business. The Borrower has not violated any of its
obligations with respect to any material patent, trademark, trade name, service
mark, copyright or license owned or used by the Borrower.

         7.27   Compliance with Federal Food Security Act.

         The Borrower has adequate procedures in place to insure that Collateral
purchased by the Borrower is free of security interests in favor of Persons
other than the Agent in accordance with the Federal Food Security Act. The
Borrower will furnish, at the Agent's request, the names and addresses of all
Persons who supply Inventory to the Borrower or who deliver Goods to the
Borrower on consignment or under sale or return contracts.

         7.28   Survival of Warranties.

         All representations and warranties contained in this Agreement or any
of the other Financing Documents shall survive the execution and delivery of
this Agreement and shall be true on the date of this Agreement and on each date
hereafter on which the Borrower is required to execute and deliver a compliance
certificate to the Agent, until the Liabilities shall be paid in full and the
Commitments have been fully terminated in accordance with the provisions of this
Agreement.

         7.29   CoBank Equity Interests.

         So long as CoBank is a Lender under this Agreement, the Borrower will
acquire equity in CoBank in such amounts and at such times as CoBank may require
in accordance with CoBank's Bylaws and Capital Plan (as each may be amended from
time to time), except that the maximum amount of equity that the Borrower may be
required to purchase in CoBank in connection with the Loans and Swing Line Loans
made by CoBank under this Agreement shall not exceed the maximum amount
permitted by CoBank's Bylaws as of the date of this Agreement. The rights and
obligations of the parties with respect to such equity and any distributions
made on account thereof or on account of the Borrower's patronage with CoBank
shall be governed by CoBank's Bylaws, except that if CoBank sells a
participation in a portion any Loans due to CoBank, such portion of the Loans
due to


                                       50

CoBank shall not be entitled to patronage distributions. A sale of participation
interest may include certain voting rights of the participants regarding the
loans hereunder (including without limitation the administration, servicing and
enforcement thereof). The Borrower hereby consents and agrees that the amount of
any distributions with respect to the Borrower's patronage with CoBank that are
made in qualified written notices of allocation (as defined in 26 U.S.C. ss.
1388) and that are received by the Borrower from CoBank will be taken into
account by the Borrower at the stated Dollar amounts whether the distribution is
evidenced by a stock certificate or other form of written notice that such
distribution has been made and recorded in the Borrower's name on CoBank's
records. The Loans due to CoBank under this Agreement and other Indebtedness due
to CoBank hereunder shall be secured by a statutory first Lien on all equity
that the Borrower may now own or hereafter acquire in CoBank. Such equity shall
not, however, constitute security for Indebtedness due to any other Lender under
this Agreement. CoBank shall not be obligated to set off or otherwise apply such
equities to the Borrower's Indebtedness to CoBank.

                                  ARTICLE VIII
                                   CONDITIONS

         8.1    Conditions to the Effective Date and the Initial Borrowing.

        The occurrence of the Effective Date, each Lender's obligation to make
its Loans, the Swing Line Lender's obligation to make the Swing Line Loans, and
each Issuer's obligation to issue one or more LCs comprising a part of the
initial borrowing hereunder, are subject to the following conditions precedent:

                  (a) Documents. The Agent shall have received, appropriately
         dated and in form and substance reasonably satisfactory to the Agent
         (together with original counterparts or copies, as the case may be, for
         each Lender), the documents listed on the List of Closing Documents
         which is attached as Exhibit 8A.

                  (b) Actions and Events.

                           (i) Payment of Expenses.

                           The Borrower shall have paid all fees due on or
                  before the Effective Date as specified herein and all fees and
                  expenses of or incurred by the Agent and its special and local
                  counsel to the extent billed on or before the Effective Date,
                  including all amounts required under the Agent's Letter;

                           (ii)     Regulatory Approvals.

                           The Agent shall have received evidence satisfactory
                  to the Agent that all filings, consents or approvals, if any,
                  with or of Governmental Authorities necessary to consummate
                  the transactions contemplated by the Financing Documents and
                  Bond Documents have been obtained;

                                       51

                           (iii)    No Prohibitions.

                           No law or regulation shall prohibit, and no order,
                  judgment or decree of any Governmental Authority shall
                  prohibit, and no litigation shall be pending or threatened
                  which would enjoin, prohibit, restrain or otherwise adversely
                  affect the consummation of the transactions contemplated under
                  the Financing Documents or under the Bond Documents, or which
                  would otherwise have a material adverse effect on the
                  Borrower's financial condition, results of operations or
                  business;

                           (iv) Material Adverse Change.

                           No material adverse change shall have occurred with
                  respect to the Borrower's financial condition, business,
                  operations or prospects since the dates of the most recent
                  financial statement delivered to the Agent and the Lenders;

                           (v) Bonds.

                           The transactions contemplated by the Bond Documents,
                  including the issuance of the Bonds and the delivery thereof
                  to the Agent, shall have been consummated or arrangements for
                  their consummation satisfactory to the Agent shall have been
                  made.

                           (vi)     Wiring Instructions.

                           The Agent shall have received wiring instructions
                  with respect to the proceeds of the Loans and Swing Line Loans
                  (if any) to be made on the Effective Date;

                           (vii)    Other Documents.

                           The Borrower shall have taken such actions, and the
                  Agent shall have received such other documents, as the Agent
                  may reasonably request; and

                           (viii)   Compliance.

                           All of the Borrower's representations and warranties
                  contained in this Agreement shall be true on and as of the
                  Effective Date as if such representations and warranties had
                  been made on and as of the Effective Date, and no Default or
                  Matured Default shall have occurred and be continuing or shall
                  exist, as evidence by a current compliance certificate in the
                  format required to be delivered to the Agent from time to time
                  in accordance with Section 9.1.


                                       52

                           (ix)     Availability.

                           Except in the case of a Swing Line Bond Loan, the
                  Borrowing Base Availability is not less than $25,000,000.

     8.2  Conditions Precedent to All Borrowings, Conversions, Rollovers and
          Issuances of Letters of Credit.

         Each Lender's obligation to make (or convert or rollover) a Loan, the
Swing Line Lender's obligation to make Swing Line Loans, and each Issuer's
obligation to issue an LC on the occasion of each borrowing (including the
initial borrowing), conversion, rollover or issuance of an LC shall be subject
to the further condition precedent that the following statements shall be true
(and the Borrower's acceptance of the proceeds of each borrowing, the delivery
of the notice of interest conversion under Section 3.2 in the case of a
conversion or rollover, or the delivery of the Application in the case of the
issuance of an LC, shall be deemed to constitute a representation and warranty
by the Borrower that on the date of such borrowing, conversion, rollover or
issuance of LC such statements are true) and on the date of each borrowing the
Agent shall have received a certificate (dated the date of such borrowing) from
a responsible officer of the Borrower certifying that all conditions under
Section 8.1 have been satisfied and that such statements are true:

                  (a) The Borrower is duly authorized and empowered to make such
         request for borrowing, conversion, rollover or issuance of LC and such
         borrowing, conversion, rollover or issuance of LC will not violate any
         Governmental Requirement;

                  (b) No material adverse change has occurred with respect to
         the Borrower's financial condition, business, operations or prospects
         since the date of the last audited financial statements delivered to
         the Agent and the Lenders;

                  (c) The representations and warranties set forth in Article 7
         are true and correct with the same effect as if then made (unless
         stated to relate solely to an earlier date, in which case the
         representations and warranties shall be true and correct as of such
         earlier date);

                  (d) No event has occurred and is continuing, or would result
         from such borrowing, conversion, rollover or issuance of LC, which
         constitutes a Default or a Matured Default;

                  (e) The Borrower has delivered to the Agent its notice of
         borrowing or notice of interest conversion;

                  (f) The Borrower has complied with any post-closing
         requirements of the Agent by the deadline for such requirements; and


                                       53

                  (g) With respect to the issuance of any LC, the Borrower has
         delivered to the Agent an Application for such LC as described in
         Section 2.2(b).

                                   ARTICLE IX
                             AFFIRMATIVE COVENANTS.

         The Borrower covenants and agrees that from the date of execution
hereof until the Liabilities are paid in full, and the Commitments, all LCs and
all other obligations of the Agent, the Issuers, the Swing Line Lender and the
Lenders hereunder are finally terminated, the Borrower will comply with the
following provisions of this Article 9:

         9.1    Financial Statements.

         Except as otherwise expressly provided for in this Agreement, the
Borrower shall keep proper books of record and account in which full and true
entries will be made of all dealings and transactions of or in relation to the
Borrower's business and affairs, in accordance with GAAP consistently applied in
all material respects, and the Borrower shall cause to be furnished to the Agent
and the Lenders, from time to time and in a form acceptable to the Agent, such
information as the Agent may reasonably request, including without limitation,
the following: (a) as soon as practicable and in any event within thirty (30)
days after the end of each monthly accounting period in each Fiscal Year, a
Borrowing Base Certificate of the chief financial or other authorized officer of
the Borrower; (b) as soon as practicable and in any event within thirty (30)
days after the end of each fiscal quarter in each Fiscal Year (i) consolidated
statements of income and retained earnings of the Borrower for such fiscal
quarter and for the period from the beginning of the then current Fiscal Year to
the end of such fiscal quarter, and a consolidated balance sheet of the Borrower
as of the end of such fiscal quarter, setting forth in each case in comparative
form, figures for the corresponding periods in the preceding Fiscal Year, all in
reasonable detail and certified as accurate by the chief financial or other
authorized officer of the Borrower, subject to changes resulting from normal
year-end adjustments, (ii) copies of statements of cash flow, and (iii) a
compliance certificate of the chief financial or other authorized officer of the
Borrower in substantially the form attached as Exhibit 9A; (c) as soon as
practicable and in any event within one hundred twenty (120) days after the end
of each Fiscal Year, (i) audited consolidated statements of income, retained
earnings and changes in the financial condition of the Borrower for each year,
and a consolidated balance sheet of the Borrower for such year, setting forth in
each case, in comparative form, corresponding figures as of the end of the
preceding Fiscal Year, all in reasonable detail and satisfactory in scope to the
Agent and certified to the Borrower by KPMG LLP or such other independent public
accountants as are selected by the Borrower and satisfactory to the Agent, whose
opinion shall be in scope and substance satisfactory to the Agent, (ii) a true
and complete copy of the management letter from KPMG LLP or such other
independent public accountants as are selected by the Borrower and satisfactory
to the Agent, in connection with such audited financial statements; and (iii) a
compliance certificate; and (d) as soon as practicable and in any event within
thirty (30) days after the end of each Fiscal Year, a month by month operating
and capital budget


                                       54

for the then current Fiscal Year and annual operating and capital budgets for
the three following Fiscal Years.

         9.2    Conduct of Business.

         Except as contemplated by this Agreement, the Borrower shall: (a)
maintain the Borrower's existence and maintain in full force and effect all
material licenses, bonds, franchises, leases, patents, contracts and other
rights necessary or appropriate to the profitable conduct of the Borrower's
business; (b) continue in, and limit the Borrower's operations to, the same
general line of business as that presently conducted by the Borrower; (c) comply
with all applicable laws and regulations of any Governmental Authority, except
for such laws and regulations the violation of which would not, in the
aggregate, have a material adverse effect on the Borrower's financial condition,
results of operations or business; and (d) keep and conduct the Borrower's
business separate and apart from the business of the Borrower's Affiliates;
provided, however, that the Borrower may enter into transactions with its
Affiliates as long as such transactions are entered into in the ordinary course
of the Borrower's business, and as long as such transactions are not less
favorable to the Borrower than similar transactions with non-Affiliates would
be.

         9.3    Maintenance of Properties.

         The Borrower shall keep its real estate, leaseholds, equipment and
other fixed assets in good condition, repair and working order, normal wear and
tear excepted.

         9.4    Liability Insurance.

         The Borrower shall maintain, at its expense, such public liability and
property damage insurance as is ordinarily maintained by other companies in
similar businesses, provided that in no event shall such public liability
insurance provide for coverage less than $10,000,000 per occurrence for personal
injury and $10,000,000 per occurrence for property damage. The Borrower's public
liability insurance may provide for a deductible of not more than $500,000 per
occurrence. All such policies of insurance shall be in form and with insurers
reasonably acceptable to the Agent and proper certificates evidencing the same,
shall be provided to the Agent within ten (10) days of receipt thereof.

         9.5    Property Insurance.

         At the Borrower's own cost and expense, the Borrower shall keep all
Collateral fully insured, with carriers, and in amounts acceptable to the Agent,
against the hazards of fire, theft, collision, spoilage, hail, those covered by
extended or all risk coverage insurance and such others as may reasonably be
required by the Agent. The Borrower shall cause to be delivered to the Agent the
proper certificates evidencing the same. Such policies shall provide, in manner
satisfactory to the Agent, that any amounts in excess of $500,000 payable under
such policies shall be payable first to the Agent (for the ratable benefit of
the Lenders), as the Agent's interest may appear. Each such policy shall include
a provision for thirty (30)

                                       55

days' prior written notice to the Agent of any cancellation or expiration
thereof and show the Agent as lender loss payee as provided in a form of loss
payable endorsement in form and substance satisfactory to the Agent. In the
event of any loss covered by any such policy, the Borrower shall direct the
carrier named in such policy to make payment for such loss to the Agent for
application to the Liabilities and not to the Borrower, or to the Borrower and
the Agent jointly. The Borrower irrevocably makes, constitutes and appoints the
Agent (and all officers, employees or agents designated by the Agent) as the
Borrower's true and lawful attorney and agent-in-fact for the purpose of making,
settling or adjusting claims under such policies of insurance after the
occurrence of a Matured Default. If payment as a result of any insurance losses
under such policies of insurance shall be paid by check, draft or other
instrument payable to the Borrower, or to the Borrower and the Agent jointly,
the Agent (for the ratable benefit of the Lenders) may endorse the Borrower's
name on such check, draft or other instrument, and may do such other things as
the Agent may deem advisable to reduce the same to cash. All loss recoveries
received by the Agent on account of any such insurance on the Collateral up to
$2,500,000 may be reinvested by the Borrower in the Collateral. All loss
recoveries received by the Agent on account of any such insurance on the
Collateral in excess of $2,500,000 may be applied and credited by the Agent to
the Liabilities, to the extent that there are at the time Liabilities
outstanding, or reinvested by the Borrower in the Collateral in the discretion
of the Agent. The Borrower hereby assigns all such insurance coverage proceeds
to the Agent (for the ratable benefit of the Lenders) as additional collateral
security for the Liabilities. To the extent actually received by the Agent in
immediately available funds, the Agent shall pay any surplus of insurance
proceeds from such insurance policies in excess of the Liabilities to the
Borrower. If the Borrower fails to procure insurance as provided in this
Agreement, or to keep the same in force, or fails to perform any of the
Borrower's other obligations hereunder, then the Agent may, at the Agent's
option, and without obligation to do so, obtain such insurance and pay the
premium thereon for the account of the Borrower, or make whatever other payments
the Agent may deem appropriate to protect the Agent's security for the
Liabilities. Any such payments shall be additional Liabilities of the Borrower,
payable on demand and secured by the Collateral. Upon the Agent's written
request, copies of the policies of insurance referred to in this Section 9.5 and
in Section 9.4, together with all amendments and schedules thereto, shall be
provided to the Agent by the Borrower. The Borrower's insurance policies are
summarized on Exhibit 9B.

         9.6    Financial Covenants and Ratios.

                  (a) After the Conversion Date, the Borrower shall at all times
         maintain:

                           (i) A maximum Funded Debt to EBITDA Ratio, as
                     follows:

                             Funded Debt
                              to EBITDA         Fiscal Quarter Ended
                             5.25 to 1.00       Closing Date through May 31, 2005
                             4.50 to 1.00       August 31, 2005 through May 31, 2006
                             4.25 to 1.00       August 31, 2006 through November 30, 2006


                                       56

                             4.00 to 1.00       February 28, 2007 through May 31, 2007
                             3.75 to 1.00       August 31, 2007 and thereafter

                           (ii) A maximum Senior Secured Funded Debt to EBITDA
        Ratio, as follows:

                           Senior Secured
                           Funded Debt
                           to EBITDA Ratio           Fiscal Quarter Ended 
                           3.50 to 1.00              Closing Date through May 31, 2005
                           3.25 to 1.00              August 31, 2005 through May 31, 2006
                           2.75 to 1.00              August 31, 2006 and thereafter

                           (iii) A minimum four-quarter rolling EBITDA as follows:

                           EBITDA                    Fiscal Quarter Ended
                           $65,000,000               Closing Date through May 31, 2005
                           $72,000,000               August 31, 2005 through May 31, 2006
                           $75,000,000               August 31, 2006 through May 31, 2007
                           $85,000,000               August 31, 2007 and thereafter

                           (iv) A minimum four-quarter rolling Debt Service
        Coverage Ratio as follows:

                           Debt Service Coverage Ratio        Fiscal Quarter Ended
                           1.75 to 1.00                       Closing Date through May 31, 2005
                           2.00 to 1.00                       August 31, 2005 and thereafter

                  (b) From the Closing Date until the Conversion Date, the
         Borrower shall (i) have as of the end of each fiscal quarter a minimum
         four-quarter rolling EBITDA for the four consecutive fiscal quarters
         then ended of $50,000,000 and (ii) maintain at all times a minimum
         Borrowing Base Availability of at least $25,000,000.

         9.7    Pension Plans.

         The Borrower shall: (a) keep in full force and effect any and all Plans
which are presently in existence or may, from time to time, come into existence
under ERISA, unless such Plans can be terminated without material liability to
the Borrower in connection with such termination (as distinguished from any
continuing funding obligation); (b) make contributions to all Plans in a timely
manner and in an amount sufficient to comply with the requirements of ERISA; (c)
comply with all requirements of ERISA which relate to such Plans; and (d) notify
the Agent immediately upon the Borrower's receipt of any notice of the
institution of any proceeding or other action which may result in the
termination of any Plan. Notwithstanding the requirements of this Section 9.7,
the Borrower's failure to comply with any of said requirements shall not
constitute a Default or a Matured Default under this

                                       57

Agreement, unless such failure could result in the imposition on the Borrower of
a liability in excess of $1,000,000.

         9.8    Notice of Suit, Adverse Change, ERISA Event or Default.

         The Borrower shall, as soon as possible, and in any event within ten
(10) Business Days after the Borrower learns of the following, give written
notice to the Agent of (a) any proceeding being instituted or threatened to be
instituted by or against the Borrower in any federal, state, local or foreign
court or before any commission or other regulatory body (federal, state, local
or foreign) for which claimed damages exceed $2,000,000, (b) any material
adverse change in the business, assets or condition, financial or otherwise, of
the Borrower, (c) any ERISA Event and (d) the occurrence of any Default or
Matured Default. Within three (3) Business Days after the Agent's receipt of
such written notice, the Agent shall forward such notice to the Lenders.

         9.9    [Intentionally Omitted].

         9.10   Books and Records; Separate Existence.

         The Borrower shall maintain proper books of record and account in
accordance with GAAP consistently applied in which true, full and correct
entries will be made of all of its dealings and business affairs. If any changes
in accounting principles from those used in the preparation of the financial
statements referenced in Section 7.16 are hereafter required or permitted by
GAAP and are adopted by the Borrower with the concurrence of its independent
certified public accounts and such changes in GAAP result in a change in the
method of calculation or the interpretation of any of the financial covenants,
standards or terms found in Section 9.6 or any other provision of this
Agreement, the Borrower and the Required Lenders agree to amend any such
affected terms and provisions so as to reflect such changes in GAAP with the
result that the criteria for evaluating the Borrower's financial condition shall
be the same after such changes in GAAP as if such changes in GAAP had not been
made. The Borrower shall do all things necessary to maintain its separate
existence vis-a-vis its members.

         9.11   Laws and Obligations.

         The Borrower shall comply with all Governmental Requirements in all
material respects; and pay all taxes, assessments, governmental charges, claims
for labor, supplies and rent, including without limitation, taxes, assessments,
governmental charges, claims for labor, supplies and rent imposed upon or
against or with respect to the ownership, use, occupancy or enjoyment of any
real property owned by the Borrower, or any utility service thereon; provided,
however, that the Borrower shall not be required to pay any ad valorem or other
real property taxes or any other taxes, assessments, governmental charges or
claims or charges of amounts claimed to be due in any event, if, in any such
case, the amount, applicability or validity thereof shall currently be contested
in good faith by appropriate proceedings diligently conducted by or on behalf of
the Borrower and, if required under


                                       58

GAAP, the Borrower shall have set up adequate reserves therefor; and provided
further that, with respect to such other taxes, assessments, governmental
charges or claims, no lien is claimed by the United States or any state or other
political subdivision thereof which could have priority over the liens and
security interests granted to the Agent pursuant to the Security Documents.

         9.12   Environmental Laws.

         The Borrower shall at all times:

                  (a) use and operate all of its businesses and properties in
         compliance in all material respects with all environmental laws; keep
         all necessary permits relating to environmental and safety and health
         matters in effect and remain in compliance in all material respects
         therewith; handle all hazardous materials in compliance in all material
         respects with all applicable environmental laws; and dispose of all
         hazardous materials generated by the Borrower or at any property owned
         or leased by the Borrower at facilities or with carriers that maintain
         valid permits for such disposal or transportation under applicable
         environmental laws;

                  (b) promptly notify the Agent (and provide copies upon
         receipt) of all material claims, complaints, notices or inquiries
         relating to the environmental condition of the facilities and
         properties of the Borrower or its compliance with environmental laws;
         and

                  (c) provide such other information and certifications which
         the Agent may reasonably request from time to time to evidence
         compliance with this Section 9.12.

         9.13   Trade Accounts Payable and Producer Payables.

         The Borrower shall pay, within two (2) Business Days after the
Borrower's purchase of the related Inventory, all cattle Producer Payables other
than (a) those not yet due for livestock priced on a grade and yield matrix, and
(b) those which are not yet due and have deferred payment terms. The Borrower
shall pay, within five (5) Business Days after the Borrower's purchase of the
related Inventory, all grain Producer Payables. The Borrower may pay Producer
Payables by wire transfer on the date of presentment of checks representing
payment of Producer Payables. The Borrower shall pay all cattle Producer
Payables for livestock priced on a grade and yield matrix and those which have
deferred payment terms, in accordance with the terms governing the same. The
Borrower shall pay all trade accounts payable other than Producer Payables on a
basis not more than forty-five (45) days past due, except (a) accounts payable
contested in good faith or (b) accounts payable in an aggregate amount not to
exceed at any time outstanding $250,000 and with respect to which no proceeding
to enforce collection has been commenced or, to the knowledge of the Borrower,
threatened. Packers and Stockyard Act claims shall remain: (i) unsecured at all
times; (ii) secured by LCs; (iii) secured by performance bonds


                                       59

satisfactory to Agent; or (iv) secured by a trust account or other form of
security permitted by the Packers and Stockyards Act and satisfactory to the
Agent.

                                    ARTICLE X
                               NEGATIVE COVENANTS

         The Borrower covenants and agrees that from the date of execution
hereof until the Liabilities are paid in full, and the Commitments, all LCs and
all other obligations of the Agent, the Issuers, the Swing Line Lender and the
Lenders hereunder are finally terminated, the Borrower will comply with the
following provisions of this Article 10:

         10.1   Encumbrances.

         Except for those Liens presently in existence and reflected in the
Borrower's financial statements referred to in Section 7.16 or permitted under
Section 7.4, the Borrower shall not create, incur, assume or suffer to exist any
Lien of any nature whatsoever on or with regard to any of its assets (including,
without limitation, the Collateral) other than: (a) Liens securing the payment
of taxes, either not yet due or the validity of which is being contested in good
faith by appropriate proceedings, and as to which the Borrower shall, if
appropriate under GAAP, have set aside on its books and records adequate
reserves; (b) Liens securing deposits under workers' compensation, unemployment
insurance, social security and other similar laws, or securing the performance
of bids, tenders, contracts (other than for the repayment of borrowed money) or
leases, or securing indemnity, performance or other similar bonds for the
performance of bids, tenders, contracts (other than for the repayment of
borrowed money) or leases, or securing statutory obligations or surety or appeal
bonds, or securing indemnity, performance or other similar bonds in the ordinary
course of the Borrower's business; (c) Liens granted under the Bond Documents or
pursuant to the Water Services Agreement and Liens in favor of the Agent
securing the Liabilities; (d) zoning restrictions, easements, licenses,
covenants and other restrictions affecting the use of the Borrower's real
property, and other Liens on property which are subordinate to the Liens of the
Agent securing the Liabilities and which do not, in the determination of the
Required Lenders (i) materially impair the use of such property or (ii)
materially lessen the value of such property for the purposes for which the same
is held by the Borrower; (e) purchase money security interests securing
indebtedness permitted to be incurred under Section 10.4(d); (f) Liens securing
the interests of any broker in any Margin Account; (g) Liens securing
indebtedness permitted to be incurred under Section 10.4(g); and (h) Liens
permitted under Section 7.29

         10.2   Consolidations, Mergers or Acquisitions.

         The Borrower shall not recapitalize or consolidate with, merge with, or
otherwise acquire all or substantially all of the assets or properties of any
other Person; provided, however, that the Borrower may, after the Conversion
Date, subject to pro-forma compliance with Section 9.6 and so long as no Default
or Matured Default is then continuing, make acquisitions for a purchase price or
for purchase prices not to exceed $5,000,000 in the

                                       60

aggregate in any Fiscal Year, so long as no Default or Matured Default
shall occur as a result of such transaction.

         10.3   Deposits, Investments, Advances or Loans.

         The Borrower shall not make or permit to exist deposits, investments,
advances or loans (other than those existing on the date of the execution of
this Agreement and disclosed to the Lenders in writing on or prior to such date)
in or to Affiliates or any other Person, except: (a) Cash Equivalent
Investments; (b) deposits under workers' compensation, unemployment insurance,
social security and other similar laws, or securing the performance of bids,
tenders, contracts (other than for the repayment of borrowed money) or leases,
or securing indemnity, performance or other similar bonds for the performance of
bids, tenders, contracts (other than for the repayment of borrowed money) or
leases, or securing statutory obligations or surety or appeal bonds, or securing
indemnity, performance or other similar bonds in the ordinary course of the
Borrower's business; (c) loans to officers, directors, members, agents,
employees or Affiliates as and when permitted by Section 10.9 of this Agreement;
(d) demand deposits not to exceed $250,000 in the aggregate; (e) margin deposits
required to be made in connection with any Margin Account; (f) deposits
permitted by Section 10.19 of this Agreement; (g) margin deposits required to be
made in connection with Borrower's obligations under any Swap Contracts with any
Lender or any Affiliates of a Lender; (h) deposits in trust accounts required
under the Packers and Stockyards Act; (i) loans to KC Steak not to exceed
$12,000,000 in amount outstanding; (j) Cash Equivalent Investments credited to a
deposit account or a securities account (as the case may be) at CoBank in which
in which the Agent has a perfected first priority security interest; (k)
investments in the purchase of Bonds; (l) loans to or investments in aLF
Ventures or other investments related to the development of lactoferrin not to
exceed $8,000,000 in the aggregate at any one time outstanding; (m) loans to NCI
and NCI Leasing not to exceed $10,000,000 in amount outstanding; (n) investments
permitted under Section 10.2; and (o) investments permitted under Section 7.29
and loans permitted under Section 10.9.

         10.4   Indebtedness.

         Except for those obligations and that Indebtedness presently in
existence and reflected in the Borrower's financial statements referred to in
Section 7.16 or referred to in Section 7.6, the Borrower shall not incur,
create, assume, become or be liable in any manner with respect to, or permit to
exist, any obligations or Indebtedness, direct or indirect, fixed or contingent,
except: (a) the Liabilities; (b) obligations secured by liens or security
interests permitted under Section 10.1 or contingent obligations permitted under
Section 10.5; (c) trade obligations, Producer Payables and normal accruals in
the ordinary course of the Borrower's business not yet due and payable, or with
respect to which the Borrower is contesting in good faith the amount or validity
thereof by appropriate proceedings, and then only to the extent that the
Borrower has set aside on the Borrower's books adequate reserves therefor, if
appropriate under GAAP; (d) other indebtedness secured by Liens permitted under
clause (e) of Section 10.1, not exceeding $2,000,000 in the aggregate during any
one Fiscal Year (not counting amounts referred to in Section 13.32, Section
13.33 and Section

                                       61

13.34); (e) other unsecured Indebtedness not exceeding the following amount in
the aggregate during any one Fiscal Year: $4,000,000 less the amount of
Indebtedness incurred under the preceding clause (d) of this Section 10.4 (not
counting amounts referred to in Section 13.32 and Section 13.33); (f) secured
Indebtedness incurred during from the Effective Date through Fiscal Year 2006,
in an aggregate amount not to exceed $25,000,000 for the purpose of acquiring or
constructing fixed assets provided the security interests and liens granted with
respect thereto are limited to the assets being acquired or constructed (not
counting amounts referred to in Section 13.32, Section 13.33 and Section 13.34);
(g) the Bonds; (h) the Borrower's Class A, B or C Units subject to redemption
rights to the extent classified as debt and obligations arising from the
exercise of those redemption rights; and (i) Swap Contracts with any Lender or
any of its Affiliates. The Borrower shall not permit to exist any other Deposit
Accounts for the receipt of Collateral proceeds of any type whatsoever, except
the Collateral Accounts.

         10.5.  Guarantees and Other Contingent Obligations.

         The Borrower shall not incur any Guaranty Obligations, except: (a) for
endorsements of negotiable Instruments for collection in the ordinary course of
business; and (b) guaranties of the Indebtedness (including capitalized leases)
or operating lease obligations of Subsidiaries of the Borrower to the extent
permitted under Section 10.4 or 10.12, respectively; provided, however, that the
amount payable under such guaranties shall (i) in the case of guaranteed
Indebtedness (including capitalized lease obligations) be deemed to be "Funded
Debt" for purposes of Section 9.6 of this Agreement, and (2) in the case of
guaranteed operating lease obligations, the annual amount payable shall be
included in the computation of the Borrower's annual financial obligations for
purposes of Section 10.12 of this Agreement.

         10.6   Disposition of Property.

         The Borrower shall not sell, lease, transfer or otherwise dispose of
any of its properties, assets or rights, to any Person, except (a) sales or
other dispositions of Inventory or obsolete Equipment in the ordinary course of
the Borrower's business, (b) as permitted in the Security Agreement, (c) the
conveyances of the Dodge City Facilities contemplated by the Bond Documents and
(d) sales, transfers, dispositions of up to $1,000,000 of its assets other than
as set forth above during any single Fiscal Year.

         10.7   Capital Investment Limitations.

         The Borrower shall not make or become legally obligated to make any Net
Capital Expenditures exceeding in the aggregate during each Fiscal Year set
forth below, the amount set forth opposite such Fiscal Year:

- ------------------------------------------------------------ ---------------------------------------------------------
                        Fiscal Year                                       Net Capital Expenditure Limit
- ------------------------------------------------------------ ---------------------------------------------------------
                     Fiscal Year 2005                                              $32,000,000
- ------------------------------------------------------------ ---------------------------------------------------------
                     Fiscal Year 2006                                              $32,000,000
- ------------------------------------------------------------ ---------------------------------------------------------


                                       62

- ------------------------------------------------------------ ---------------------------------------------------------
                     Fiscal Year 2007                                              $35,000,000
- ------------------------------------------------------------ ---------------------------------------------------------
     Fiscal Year 2008 and Each Fiscal Year Thereafter                              $40,000,000
- ------------------------------------------------------------ ---------------------------------------------------------

         10.8   ERISA Matters.

         The Borrower shall not at any time engage in a transaction which could
be subject to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage
in any non-exempt "prohibited transaction" (as defined in Section 4975 of the
IRC); (b) fail to comply with ERISA or any other applicable laws; or (c) incur
any material "accumulated funding deficiency" (as defined in Section 302 of
ERISA), which, with respect to each event listed above, could be reasonably
expected to have a material adverse effect on the Borrower's business, assets,
operations, financial condition or prospects.

         10.9   Loans to Affiliates.

         Except for advances for travel and expenses to the officers or managers
or employees of the Borrower paid in the ordinary course of the Borrower's
business and except for (so long as any of the following otherwise complies with
applicable law): (a) for loans not exceeding $1,000,000 in the aggregate at any
one time outstanding; (b) loans to KC Steak not to exceed $12,000,000 in the
aggregate at any one time outstanding; (c) loans to NCI and NCI Leasing not to
exceed $10,000,000 in the aggregate; and (d) loans to or investments in aLF
Ventures or other investments related to the development of lactoferrin not to
exceed $8,000,000 in the aggregate at any one time outstanding, the Borrower
shall not make any loans to any Affiliates or any members, officers, managers,
agents or employees of the Borrower or of any Member.

         10.10  Distributions on Equity.

         The Borrower shall not directly or indirectly, make any distributions
in respect of its equity, except that (a) the Borrower may make distributions to
its Members in respect of Borrower's taxable income, in amounts proportionate to
the respective percentage interests of each of such Member so that each such
Member shall have received an amount equal to the product of (x) such Member's
share of the Borrower's net taxable income, multiplied by (y) 48% and (b) the
Borrower may, provided that no Default or Matured Default has occurred and is
continuing or would be caused thereby, make distributions to pay an annual 5%
return on its Class A Units.

         10.11  Amendment of Organizational Documents.

         The Borrower shall not amend the Borrower's limited liability company
agreement or any other agreement, instrument or document pertaining to the
Borrower's governance, in any manner that affects the Borrower's name or its
jurisdiction of organization or that

                                       63

otherwise could reasonably be expected to have a material adverse effect on the
rights, powers or remedies of the Agent and/or the Lenders.

         10.12  Lease Limitations.

         The Borrower's annual financial obligations under all operating leases
and other similar agreements (excluding capitalized leases, Owner/Operator
Agreements and the water sublease contemplated by the Water Services Agreement)
shall not exceed $18,000,000 in the aggregate in any of the Borrower's Fiscal
Years.

         10.13  Use of Other Fictitious Names.

         The Borrower shall not use any fictitious name except for the names
referred to in Section 7.7 of this Agreement.

         10.14  Prepayment of Debt.

         The Borrower shall not prepay any principal, interest or other payments
on or in connection with the Borrower's $160,000,000 10-1/2% Senior Notes due
August 1, 2011. The Borrower shall not directly or indirectly prepay, redeem or
purchase prior to maturity, or deposit funds or property for the prepayment,
redemption or purchase prior to maturity of any Indebtedness of the Borrower
which is subordinated to the payment of any portion of the Liabilities.

         10.15  Fiscal Year.

         The Borrower shall not change its Fiscal Year or any of the fiscal
quarters therein.

         10.16  Limitations on Bank Accounts.

         The Borrower shall not maintain any cash in any bank accounts other
than those listed on Exhibit 7J or as approved by the Agent from time to time.

         10.17  Use of Trademarks.

         The Borrower shall not use any trademarks with respect to Inventory
except for such trademarks as have been properly licensed to the Agent.

         10.18  Amendments of Other Documents.

         The Borrower shall not without the Agent's advance written consent
amend (a) any Bond Document, (b) any document, instrument or agreement
referenced in Section 2.1(g) of the Bond Pledge Agreement or any note, credit
agreement or similar document, instrument or agreement relating to the property
described in clauses (b), (c) and (d) of Section 10.9, (c) any indenture or
other document, instrument or agreement relating to the Borrower's $160,000,000
10-1/2% Senior Notes due August 1, 2011 to shorten the maturity

                                       64

of, increase the rate of interest on or grant security for such notes or (d) the
Water Services Agreement of even date herewith by and between the Borrower and
the City, which constitutes a part of the Water Services Agreement (as defined
in the Article I), in any way that is reasonably likely to be prejudicial to the
interests of the Agent or the other holders of the Liabilities.

         10.19  Ownership of Cattle and Deposits on Cattle with Feeders.

         The Borrower shall not at any time own more than 25,000 head of cattle,
whether such cattle are hedged or unhedged. The Borrower shall not at any time
own more than 10,000 head of Unhedged Cattle to be finished in any single month.
In determining the number of hedged or Unhedged Cattle for purposes of this
Section 10.19, any partial ownership interests of the Borrower in cattle shall
be counted at the percentage of interest owned. As used herein, the phrase
"Unhedged Cattle" shall refer to cattle which are not hedged with either futures
contracts or option contracts at prices that limit the Borrower's potential
losses to no more than $50 per head. Notwithstanding the provisions of Section
10.3, the Borrower shall be allowed to make deposits on cattle with such feeders
as are approved by the Agent, up to $75 per head, not to exceed $2,000,000 at
any time outstanding in the aggregate (the "Feeder Deposits"). The Feeder
Deposits may not be treated as tangible assets of the Borrower for the purposes
of determining compliance with the covenants set forth herein, without the prior
approval of the Required Lenders.

                                   ARTICLE XI
                                DEFAULT REMEDIES

         11.1   Acceleration.

         With respect to: (a) any Matured Default described in clause (i) of the
definition thereof, all of the Liabilities shall automatically become
immediately due and payable, the Borrower shall without demand pay into the
Holding Account an amount equal to the aggregate undrawn amount of all
outstanding LCs, and the obligations of the Lenders to make Loans, the Swing
Line Lender to make Swing Line Loans, and the Issuers to issue or cause the
issuance of LCs and the Commitments shall automatically terminate, without
presentment, demand, protest or further notice (including without limitation,
notice of intent to accelerate and notice of acceleration)

                                       65

of any kind, all of which are expressly waived by the Borrower, and (b) any
other Matured Default, the Agent may with the consent of the Required Lenders,
and shall at the request of the Required Lenders, by notice to the Borrower and
the Lenders, (i) declare the several obligations of the Lenders to make Loans,
the Swing Line Lender to make Swing Line Loans, and the Issuers and to issue or
cause the issuance of LCs and the Commitments to be terminated, whereupon such
obligations and the Commitments of each Lender shall terminate, and (ii) declare
all of the Liabilities to be due and payable, whereupon the Liabilities shall
become and be due and payable and the Borrower shall be required to pay into the
Holding Account an amount equal to the aggregate undrawn amount of all
outstanding LCs, without presentment, demand, protest or further notice
(including without limitation, notice of intent to accelerate and notice of
acceleration) of any kind, all of which are expressly waived by the Borrower. In
addition to the remedies otherwise set forth in this Section 11.1, the Borrower
agrees to pay into the Holding Account an amount equal to the aggregate undrawn
amount of all outstanding Existing LCs immediately upon the occurrence of any
Default or Event of Default (determined without regard to any waiver or
amendment designed to avoid such Default or Event of Default unless otherwise
agreed in writing by U.S. Bank).

         11.2   Other Remedies.

         Upon the occurrence and during the continuance of any Matured Default,
the Agent may with the consent of the Required Lenders (subject to the
provisions of the other Financing Documents), and shall at the direction of the
Required Lenders, proceed: (a) to protect and enforce the rights of the Lenders
by suit in equity, by action at law or both, whether for the specific
performance of any covenant or agreement contained in this Agreement or in any
other Financing Document or in aid of the exercise of any power granted in this
Agreement or any other Financing Document, (b) to enforce the payment of the
Liabilities, or (c) to foreclose upon any Liens granted pursuant to the Security
Documents and other Financing Documents in the manner set forth therein; it
being intended that no remedy conferred herein or in any of the other Financing
Documents is to be exclusive of any other remedy, and each and every remedy
contained herein or in any other Financing Document shall be cumulative and
shall be in addition to every other remedy given hereunder and under the other
Financing Documents, or at any time existing at law or in equity or by statute
or otherwise.

                                   ARTICLE XII
                                    THE AGENT

         12.1   Authorization and Action.

         Each Lender and each Issuer appoints the Agent as its Agent under, and
irrevocably authorizes the Agent (subject to Section 12.7) to take such action
on its behalf and to exercise such powers under any Financing Document and under
any Bond Documents as are delegated to the Agent by the terms thereof, together
with such powers as are reasonably incidental thereto. Without limitation of the
foregoing, each Lender and each Issuer expressly authorizes the Agent to
execute, deliver, and perform its obligations under each of the Financing
Documents to which the Agent is a party, and to exercise all rights, powers, and
remedies that the Agent may have thereunder. As to any matters not expressly
provided for by this Agreement (including without limitation, enforcement or
collection of the Liabilities), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act, or to refrain from
acting (and shall be fully protected in so acting or refraining from acting),
upon the instructions of the Required Lenders (or such other groups of Lenders,
the relevant Issuer and/or the Swing Line Lender as may be required pursuant to
a particular provision of this Agreement or another Financing Document), and
such instructions shall be binding upon all the Lenders, the Issuers, the Swing
Line Lender and all holders of and participants in any Note; provided, however,
that the Agent shall not be

                                       66

required to take any action which exposes the Agent to personal liability or
which is contrary to this Agreement or applicable law. The Agent agrees to give
to each Lender and each Issuer prompt notice of each notice given to it by the
Borrower pursuant to the terms of any Financing Document.

         12.2   Agent's Reliance, Etc.

         Neither the Agent nor any of its directors, officers, agents or
employees shall be liable to any Lender or Issuer for any action taken or
omitted to be taken by it or them under or in connection with any Financing
Document or Bond Document, except for its or their own gross negligence or
willful misconduct. Without limiting the generality of the foregoing, the Agent:
(a) may treat the original or any successor holder of any Note as the holder
thereof until it receives notice from the Lender which is the payee of such Note
concerning the assignment of such Note; (b) may employ and consult with legal
counsel (including counsel for the Borrower), independent public accountants,
and other experts selected by it and shall not be liable to any Lender for any
action taken, or omitted to be taken, in good faith by it or them in accordance
with the advice of such counsel, accountants, or experts received in such
consultations and shall not be liable for any negligence or misconduct of any
such counsel, accountants or other experts; (c) makes no warranty or
representation to any Lender or Issuer and shall not be responsible to any
Lender or Issuer for any opinions, certifications, statements, warranties or
representations made in or in connection with any Financing Document; (d) shall
not have any duty to any Lender or Issuer to ascertain or to inquire as to the
performance or observance of any of the terms, covenants, or conditions of any
Financing Document or any other instrument or document furnished pursuant
thereto or to satisfy itself that all conditions to and requirements for any
credit extension have been met or that the Borrower is entitled to any credit
extension or to inspect the property (including the books and records) of the
Borrower; (e) shall not be responsible to any Lender or Issuer for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any item of Collateral or Financing Document, Bond Document or any other
instrument or document furnished pursuant thereto or hereto, nor for the
creation, perfection or priority of any Liens purported to be created by any
Financing Documents; and (f) shall incur no liability under or in respect of
this Agreement by acting upon any notice, consent, certificate, or other
instrument or writing (which may be by telegram, cable, telex, or otherwise)
believed by it to be genuine and signed or sent by the proper party or parties.

         12.3   Notices of Defaults.

         Except as provided in this Section 12.3, the Agent shall not be deemed
to have knowledge of the occurrence of a Default or a Matured Default unless the
Agent has received written notice from a Lender, an Issuer or the Borrower
specifying such Default or Matured Default and stating that such notice is a
"Notice of Default". Notwithstanding the foregoing, the Agent shall be deemed to
have knowledge of the occurrence of a Default or a Matured Default: (a)
consisting of the non-payment of principal or interest, on the due date such
principal or interest, (b) on the date the Agent has received a compliance
certificate of the Borrower as required by Section 9.1, which compliance
certificate discloses (without review

                                       67

of any financial statements attached thereto) the existence of any Default or
Matured Default, and (c) ten (10) Business Days after the date the Agent has
received a compliance certificate of the Borrower as required by Section 9.1,
which compliance certificate (after review of any financial statements attached
thereto) would disclose the existence of any Default or Matured Default. In the
event that the Agent obtains such knowledge of the occurrence of a Default or a
Matured Default, the Agent shall within three (3) Business Days thereafter, give
prompt notice thereof to the Lenders and the Issuers. The Agent shall (subject
to Section 11.1) take such action with respect to such Default as may be
directed by the Required Lenders; provided that, unless and until the Agent
shall have received the directions referred to in Section 11.1, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default as it shall deem advisable and in the best
interest of the Lenders and the Issuers.

         12.4   The Agent as a Lender, Affiliates.

         With respect to its Commitment, any Loan or Swing Line Loan made by it,
any LC issued by it and any Note issued to it, the Agent shall have the same
rights and powers under this Agreement as any other Lender and may exercise the
same as though it were not the Agent; and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated, include the Agent in its individual
capacity. The Agent and its affiliates may accept deposits from, lend money to,
act as trustee under indentures of, and generally engage in any kind of business
with, the Borrower, any of its respective Affiliates and any Person who may do
business with or own securities of the Borrower or any such Affiliate, all as if
the Agent were not the Agent and without any duty to account therefor to the
Lenders.

         12.5   Non-Reliance on Agent and Other Lenders.

         Each Lender and each Issuer agrees that it has, independently and
without reliance on the Agent, any other Issuer, Lender or the Swing Line
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrower and its decision to
enter into the transactions contemplated by the Financing Documents and that it
will, independently and without reliance upon the Agent, any other Issuer,
Lender or Swing Line Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under any Financing Document. The Agent
shall not be required to keep itself informed as to the performance or
observance by the Borrower or any other Person of any Financing Document or Bond
Document or to inspect the properties or books of the Borrower. Except for
notices, reports, and other documents and information expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of the
Borrower (or any of its Affiliates) which may come into the possession of the
Agent or any of its affiliates. Notwithstanding the foregoing, the Agent will,
upon the request of any Lender or Issuer, provide to such Person, at such
Person's expense, copies of any and all written information provided to the
Agent by the Borrower (unless concurrently delivered to such Person by the
Borrower).


                                       68

         12.6   Indemnification of the Agent.

         Notwithstanding anything to the contrary herein contained, the Agent
shall be fully justified in failing or refusing to take any action unless it
shall first be indemnified to its satisfaction by the Lenders and the Issuers
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, and disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Agent in any way relating to or arising out of its taking or continuing to take
any action. Each Lender agrees to indemnify the Agent (to the extent not
reimbursed by the Borrower), according to such Lender's Pro Rata Percentage,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against the Agent in any way relating to or arising out of any Financing
Document or Bond Document or any action taken or omitted by the Agent under any
Financing Document or Bond Document (which indemnity shall survive any
termination of this Agreement); provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements resulting from the gross
negligence or willful misconduct of the Person being indemnified; and provided
further, that it is the intention of each Lender to indemnify the Agent against
the consequences of the Agent's own negligence, whether such negligence be sole,
joint, concurrent, active or passive. Without limiting the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its Pro Rata
Percentage of any out-of-pocket expenses (including attorneys' fees) incurred by
the Agent in connection with the preparation, administration, or enforcement of,
or legal advice in respect of rights or responsibilities under, any Financing
Document or Bond Document, to the extent that the Agent is not reimbursed for
such expenses by the Borrower. If any indemnity in favor of the Agent shall be
or become, in the Agent's determination, inadequate, the Agent may call for
additional indemnification from the Lenders and/or the Issuers and cease to do
the acts indemnified against hereunder unless such additional indemnity is
given.

         12.7   Successor Agent.

         The Agent may resign at any time as Agent under the Financing Documents
by giving written notice thereof to the Lenders, the Issuers, the Swing Line
Lender and the Borrower and may be removed at any time with or without cause by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Agent with the prior written consent
of the Borrower, such consent not to be unreasonably withheld. If no successor
Agent shall have been so appointed by the Required Lenders or shall have
accepted such appointment within sixty (60) days after the retiring Agent's
giving of notice of resignation or the Required Lenders' removal of the Agent,
then the retiring Agent may, on behalf of the Lenders and the Issuers, appoint a
successor Agent with the Borrower's prior written consent, such consent not to
be unreasonably withheld, which shall be a bank or other financial institution
having a combined capital and surplus of at least $500,000,000 or its
equivalent. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall be entitled to receive from the
retiring

                                       69

Agent such documents of transfer and assignment as such successor Agent
shall reasonably request and shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After the retiring Agent's resignation or removal as Agent, the
provisions of this Section 12 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement.

         12.8   Verification of Borrowing Notices.

         The Agent shall have no duty to verify the authenticity of the
signature appearing on any notice of borrowing, and with respect to any oral
request for an advance, the Agent shall have no duty to verify the identity of
any Person representing himself as one of the natural Persons authorized to make
such request on behalf of the Borrower. Neither the Agent nor any Lender shall
incur any liability to the Borrower in acting upon any telephonic notice
referred to above which the Agent or such Lender believes in good faith to have
been given by a duly authorized Person authorized to borrow on behalf of the
Borrower or for otherwise acting in good faith.

         12.9   Action Upon Instructions of the Lenders.

         The Agent agrees, upon the written request of the Required Lenders (or
such other groups of Lenders, the Issuers and/or the Swing Line Lender as may be
required pursuant to a particular provision of this Agreement or another
Financing Document), to take any action of the type specified in the Financing
Documents or Bond Document as being within the Agent's rights, duties, power or
discretion. The Agent shall in all cases be fully protected in acting, or in
refraining from acting in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Required Lenders, the Issuers,
the Swing Line Lender and on all holders of the Notes. In the absence of a
request by the Required Lenders, the Agent shall have authority, in its sole
discretion, to take or not to take any action, unless the Financing Documents
specifically require the consent of the Required Lenders, of all of the Lenders
or of other specified Persons.

         12.10  Action Upon Request of the Borrower.

         If any of the events described in Sections 5.2, 5.3, 5.4 or 5.5 cause
the Borrower to be required to pay to any one of the Lenders other than the
Agent, costs associated with the LIBOR Rate Advances which are materially
disproportionate to such costs required to be paid to the other Lenders, the
Borrower may send a written request to the Agent to seek the approval of the
Required Lenders to require such Lender to assign all of its rights and
obligations under this Agreement to another Person in accordance with Section
13.23. The Agent may refuse to honor any such request for any reason in its sole
discretion, including without limitation, the Agent's inability to identify
another Person willing to be the Assignee. If the Agent does honor any such
request, the Agent shall send to all of the Lenders a written notice of its
intent to honor such request, which notice shall identify the


                                       70

proposed assigning Lender and the proposed Assignee. If the Agent does not
obtain the Required Lenders' written approval of any such proposed assignment
within ten (10) Business Days after such written notice, the Required Lenders
shall be conclusively deemed not to have consented to such request, and neither
the Agent nor any of the other Lenders shall be required to take further action
with respect thereto. If the Agent obtains the Required Lender's written
approval of any such proposed assignment within ten (10) Business Days after
such written notice, the Lender affected thereby shall promptly execute such
agreements, instruments and documents and take such actions as may be necessary
or appropriate to assign all of its rights and obligations under this Agreement
to the proposed Assignee in accordance with Section 13.23. Under no
circumstances, however, shall the Lender affected thereby be required to bear
any of the costs or expenses associated with the proposed assignment, all of
which costs and expenses shall be the sole responsibility of the Borrower, and
the Lender affected thereby may defer compliance with its obligations under this
Section 12.10 until the Borrower has deposited with such Lender such amount as
such Lender reasonably believes will be sufficient to reimburse such Lender for
such costs and expenses.

         12.11  Additional Functions of Certain Lenders.

         The Lenders identified in this Agreement as a "Co-Syndication Agent",
"Documentation Agent" and/or a "Lead Arranger" shall not have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such.

                                  ARTICLE XIII
                                  MISCELLANEOUS

         13.1   Timing of Payments.

         For purposes of determining the outstanding balance of the Liabilities,
including the computations of interest which may from time to time be owing to
the Lenders, the receipt by the Agent of any check or any other item of payment
whether through a blocked account or lockbox or otherwise, shall not be treated
as a payment on account of the Liabilities until such check or other item of
payment is actually received by the Agent at its office in Greenwood Village,
Colorado and is paid to the Agent in cash or a cash equivalent.

         13.2   Attorneys' Fees and Costs.

         If at any time or times hereafter the Agent employs counsel in
connection with protecting or perfecting the Agent's security interest in the
Collateral or in connection with any matters arising out of this Agreement,
whether: (a) to commence, defend or intervene in any litigation or to file a
petition, complaint, answer, motion or other pleading; (b) to take any other
action in or with respect to any suit or proceeding (bankruptcy or otherwise);
(c) to consult with officers of the Agent to advise the Agent or to draft
documents for the Agent in connection with any of the foregoing or in connection
with any release of the Agent's claims

                                       71

or security interests or any proposed extension, amendment or refinancing of the
Liabilities; (d) to protect, collect, lease, sell, take possession of, or
liquidate any of the Collateral; or (e) to attempt to enforce or to enforce any
security interest in any of the Collateral, or to enforce any rights of the
Agent, the Issuers, the Swing Line Lender or the Lenders to collect any of the
Liabilities; then in any of such events, all of the reasonable attorneys' fees
arising from such services, and any expenses, costs and charges relating
thereto, including without limitation, all fees of all paralegals, legal
assistants and other staff employed by such attorneys whether outside the Agent
or in the Agent's legal department, together with interest at the default rate
provided for in Section 3.1(d) if a Matured Default has occurred, or at
the highest interest rate set forth in any promissory note referred to herein,
shall constitute additional Liabilities, payable on demand and secured by the
Collateral. In addition, if the Liabilities have been accelerated in accordance
with Section 11.1, and thereafter any Lender employs counsel in connection with
protecting such Lender's interest in the Collateral or (f) to commence, defend
or intervene in any litigation or to file a petition, complaint, answer, motion
or other pleading; (g) to take any other action in or with respect to any suit
or proceeding (bankruptcy or otherwise); (h) to protect, collect, lease, sell,
take possession of, or liquidate any of the Collateral; or (i) to attempt to
enforce or to enforce any security interest in any of the Collateral, or to
enforce any of such Lender's rights to collect any of the Liabilities; then in
any of such events, all of the reasonable attorneys' fees arising from such
services, and any expenses, costs and charges relating thereto, including
without limitation, all fees of all paralegals, legal assistants and other staff
employed by such attorneys whether outside the Lender or in the Lender's legal
department, together with interest at the default rate provided for in Section
3.1(d), or at the highest interest rate set forth in any promissory note
referred to herein, shall constitute additional Liabilities, payable on demand
and secured by the Collateral. All of the rights to reimbursement of expenses
set forth in this Section 13.2 that are applicable to the Agent, shall also be
applicable to CoBank, Rabobank and U.S. Bank in their respective capacities as
an Issuer and/or as the Swing Line Lender.

         13.3   Expenditures by the Agent.

         In the event that the Borrower shall fail to pay taxes, insurance,
assessments, costs or expenses which the Borrower is, under any of the terms
hereof, or of any of the other Financing Documents or of any of the Bond
Documents, required to pay, or fails to keep its assets free from other security
interests, liens or encumbrances, except as permitted herein, the Agent may, in
its sole discretion and without obligation to do so, make expenditures for any
or all of such purposes, and the amount so expended, together with interest at
the default rate provided for in Section 3.1(d), shall constitute additional
Liabilities, payable on demand and secured by the Collateral.

         13.4   The Agent's Costs as Additional Liabilities.

         The Borrower shall reimburse the Agent for all expenses and fees paid
or incurred in connection with the documentation, negotiation and closing of the
loans and other financial accommodations described in this Agreement (including
without limitation, filing and recording fees, and the fees, IntraLinks fees
(which the Agent expects to be approximately

                                       72

$7,500) and expenses of the Agent's attorneys, paralegals and legal assistants,
whether outside the Agent or in its legal department, and whether such expenses
and fees are incurred prior to or after the Closing Date). The Borrower further
agrees to reimburse the Agent for all expenses and fees paid or incurred in
connection with the documentation of any renewal or extension of the loans, any
additional financial accommodations, or any other amendments to this Agreement.
All costs and expenses incurred by the Agent with respect to such negotiation
and documentation together with interest at the highest interest rate set forth
in any promissory note referred to herein, shall constitute additional
Liabilities, payable on demand and secured by the Collateral. All of the rights
to reimbursement of expenses set forth in this Section 13.5 that are applicable
to the Agent, shall also be applicable to CoBank, Rabobank and U.S. Bank in
their respective capacities as an Issuer and/or as the Swing Line Lender.

         13.5   Indemnification.

         (a) The Borrower agrees to indemnify and hold the Agent, each Issuer,
the Swing Line Lender and the Lenders and each of their respective officers,
directors, employees and agents harmless from and against any and all claims,
demands, liabilities, losses, damages, penalties, costs, and expenses (including
without limitation, reasonable attorneys' fees) relating to or in any way
arising out of the possession, use, operation or control of any of the
Borrower's assets (irrespective of whether such party is a party to the action
for which indemnification hereunder is sought). The Borrower shall pay or cause
to be paid all license fees, bonding premiums and related taxes and charges, and
shall pay or cause to be paid all of the Borrower's real and personal property
taxes, assessments and charges and all of the Borrower's franchise, income,
unemployment, use, excise, old age benefit, withholding, sales and other taxes
and other governmental charges assessed against the Borrower, or payable by the
Borrower, at such times and in such manner as to prevent any penalty from
accruing or any lien or charge from attaching to the Borrower's property,
provided that the Borrower shall have the right to contest in good faith, by an
appropriate proceeding promptly initiated and diligently conducted, the
validity, amount or imposition of any such tax, and upon such good faith contest
to delay or refuse payment thereof, if (i) the Borrower establishes adequate
reserves to cover such contested taxes; and (ii) such contest does not and will
not have a material adverse effect on the Borrower's financial condition of the
Borrower, the Borrower's ability to pay any of the Liabilities or the priority
or value of the Agent's security interests in the Collateral.

         (b) The Borrower further agrees to defend, protect, indemnify and hold
harmless the Agent, each Issuer, the Swing Line Lender, the Lenders, their
respective Affiliates and the respective directors, officers, employees,
attorneys and agents of each of such Persons (each of the foregoing being an
"Indemnitee" and all of the foregoing being collectively the "Indemnitees") from
and against any and all claims, actions, damages, liabilities, judgments, costs
and expenses, including all reasonable fees and disbursements of counsel which
may be incurred in the investigation or defense of any matter (collectively the
"Indemnified Amounts") imposed upon, incurred by or asserted against any
Indemnitee, whether direct, indirect or consequential and whether based on any
federal, state, local or foreign laws or

                                       73

regulations (including without limitation securities laws, Environmental Laws,
commercial laws and regulations), under common law or on equitable cause, or on
contract or otherwise:

                  (i) by reason of, relating to or in connection with the
         execution, delivery, performance or enforcement of any Financing
         Document, Bond Document or LC, any commitments relating thereto, or any
         transaction contemplated by any Financing Document, Bond Document or
         LC; or

                  (ii) by reason of, relating to or in connection with any
         credit extended or used under, or transaction financed by, the
         Financing Documents, the Bond Documents or any LC or any act done or
         omitted by any Person, or the exercise of any rights or remedies
         thereunder, including the acquisition of any Collateral by the Agent by
         way of foreclosure of the Lien thereon, deed or bill of sale in lieu of
         such foreclosure or otherwise;

provided, however, that the Borrower shall not be liable to any Indemnitee for
any portion of such Indemnified Amounts resulting from such Indemnitee's gross
negligence or willful misconduct. In the event this indemnity is unenforceable
as a matter of law as to a particular matter or consequence referred to herein,
it shall be enforceable to the full extent permitted by law. Furthermore, if and
to the extent that any of the foregoing agreements described in this Section
13.5 may be unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Amounts that is permissible under applicable law.

         (c)    The indemnification set forth in this Section 13.5 applies,
without limitation, to any act, omission, event or circumstance existing or
occurring on or prior to the later of the Termination Date or the date of
payment in full of the Liabilities, including specifically Liabilities arising
under clause (a)(ii) of this Section. The indemnification provisions set forth
above shall be in addition to any liability the Borrower may otherwise have.
Without prejudice to the survival of any other obligation of the Borrower
hereunder, the indemnities and obligations of the Borrower contained in this
Section shall survive the payment in full of the Liabilities.

         (d)    Furthermore, as applied to Liabilities arising under
Environmental Laws, the indemnification set forth in this Section 13.5 (i) shall
in no way be waived, released, discharged, reduced, mitigated or otherwise
affected by the Agent's, any Issuer's, the Swing Line Lender's or any Lender's
extension of credit under the Financing Documents with knowledge of the matters
described in documents listed on Exhibit 7I or otherwise made known to the Agent
or the Agent's counsel in connection with this Credit Agreement or the
transactions contemplated hereby; and (ii) shall be deemed continuing for the
benefit of any purchaser at a foreclosure or other sale under any mortgage and
any transferee of the title from the Agent, and shall survive the satisfaction
or release of any mortgage, any foreclosure of or other sale under a mortgage
and/or any acquisition of title to a mortgaged property or any part thereof by
the Agent, or anyone claiming by, through or under the Agent, by deed in lieu of
foreclosure or otherwise. Notwithstanding the foregoing, this indemnification
shall

                                       74

not apply with respect to any loss, damage, liability, cost or expense related
to a mortgaged property which the Borrower proves was caused solely by or
resulted solely from any act or omission of any Person, other than the Borrower
or an agent, employee, invitee or contractor of the Borrower, which occurred
after the Agent or anyone claiming by, through or under the Agent acquired title
to the relevant mortgaged property (by foreclosure of the relevant mortgage or
deed in lieu of foreclosure or otherwise) and control of such mortgaged
property. So long as the Borrower has control of any such mortgaged properties,
the Borrower agrees that the Indemnitees shall have no responsibility for, and
the Borrower hereby releases the Indemnitees from responsibility for, damage or
injury to human health, property, the environment or natural resources caused by
hazardous substances, pollutants or contaminants or for abatement, clean-up,
detoxification, removal or disposal of, or otherwise with respect to, hazardous
substance, pollutants and contaminants, provided, however, that the Borrower
shall not be liable to any Indemnitee for any portion of such Liabilities
resulting from such Indemnitee's gross negligence or willful misconduct.

         13.6   Inspection.

         The Agent (by and through its officers and employees), or any Person
designated by the Agent in writing, shall have the right, from time to time upon
five (5) Business Days notice if there has not occurred a Matured Default and
without notice after the occurrence of a Matured Default, to call at the
Borrower's place or places of business (or any other place where Collateral or
any information relating thereto is kept or located) during reasonable business
hours, and without hindrance or delay, to: (a) inspect, audit, check and make
copies of and extracts from the Borrower's books, records, journals, orders,
receipts and any non-privileged correspondence and other data relating to the
Borrower's business or to any transactions between the parties to this
Agreement; (b) make such verification concerning the Collateral as the Agent may
consider reasonable under the circumstances; and (c) review operating
procedures, review maintenance of property and discuss the affairs, finances and
business of the Borrower with the Borrower's officers, employees or directors.
The Borrower agrees to pay to the Agent an annual audit fee in accordance with
the Agent's Letter. The Agent will, on the request of any Lender, provide to
such Lender a copy of any written report prepared by the Agent in connection
with any inspection or audit made pursuant to this Section 13.6.

         13.7   Examination of Banking Records.

         The Borrower consents to the examination by the Agent, the Agent's
officers, employees and agents, or any of them, whether or not there shall have
occurred a Matured Default, of any and all of the Borrower's banking records,
wherever they may be found, and directs any Person which may be in control or
possession of such records (including, without limitation, any bank, other
financial institution or accountant) to provide such records to the Agent and
the Agent's officers, employees and agents, upon their request. The Agent may
conduct such examination with reasonable notice to the Borrower at the option of
the Agent, any such notice being waived by the Borrower. Nothing in this Section
13.7 shall be

                                       75

construed to require any accountant to provide materials to the Agent or the
Agent's officers, employees and agents, which is subject to a valid privilege.

         13.8   Governmental Reports.

         The Borrower will furnish to the Agent, upon the reasonable request of
the Agent, copies of the reports of examinations or inspections of the Borrower
by all Governmental Authorities, and if the Borrower fails to furnish such
copies to the Agent, the Borrower authorizes all such Government Authorities to
furnish to the Agent copies of their reports of examinations or inspections of
the Borrower.

         13.9   Reliance by the Agent, the Issuers and the Lenders.

         All covenants, agreements, representations and warranties made herein
by the Borrower shall, notwithstanding any investigation by the Agent, any
Issuer, the Swing Line Lender or any of the Lenders, be deemed to be material to
and to have been relied upon by the Agent, the Issuers, the Swing Line Lender
and the Lenders.

         13.10  Parties.

         Whenever in this Agreement there is reference made to any of the
parties hereto, such reference shall be deemed to include, wherever applicable,
a reference to the respective successors and assigns of the Borrower, the Agent,
the Swing Line Lender, the Lenders and the Issuers.

         13.11  Applicable Law; Severability.

         This Agreement shall be construed in all respects in accordance with,
and governed by, the laws and decisions of the State of Colorado without regard
to the application of conflict of laws principles. Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Agreement.


         13.12    SUBMISSION TO JURISDICTION; WAIVER OF BOND AND TRIAL BY JURY.

         THE BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE,
OR FEDERAL COURT LOCATED WITHIN THE CITY AND COUNTY OF DENVER, COLORADO AND
WAIVES ANY OBJECTION WHICH THE BORROWER MAY HAVE BASED ON IMPROPER VENUE OR
FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT, WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THE

                                       76

BORROWER. THE BORROWER HEREBY CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE
BY MAIL OR MESSENGER DIRECTED TO THE BORROWER AT THE ADDRESS SET FORTH IN
SECTION 13.18 OF THIS AGREEMENT. SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE
BEEN POSTED TO THE BORROWER'S ADDRESS BY THE BORROWER'S AGENT AS SET FORTH
BELOW. THE BORROWER HEREBY IRREVOCABLY APPOINTS THE CORPORATION COMPANY, WITH AN
OFFICE ADDRESS LOCATED AT 1675 BROADWAY, DENVER, COLORADO 80202, AS THE
BORROWER'S AGENT FOR THE PURPOSE OF ACCEPTING THE SERVICE OF ANY PROCESS WITHIN
THE STATE OF COLORADO. AT THE OPTION OF THE AGENT, THE BORROWER WAIVES, TO THE
EXTENT PERMITTED BY LAW, TRIAL BY JURY, AND WAIVES ANY BOND OR SURETY OR
SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE
AGENT. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER FINANCING DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE AGENT, EACH ISSUER, THE SWING LINE LENDER AND THE
LENDERS TO ENTER INTO THIS AGREEMENT AND EACH SUCH OTHER FINANCING DOCUMENT.

         13.13  Application of Payments Waiver.

         Notwithstanding any contrary provision contained in this Agreement or
in any of the other Financing Documents, the Borrower irrevocably waives the
right to direct the application of any and all payments at any time or times
hereafter received by the Agent from the Borrower or with respect to any of the
Collateral, and the Borrower irrevocably agrees that the Agent shall have the
continuing exclusive right to apply and reapply any and all payments received at
any time or times hereafter, whether with respect to the Collateral or
otherwise, against the Liabilities, in such manner as the Agent may deem
advisable, notwithstanding any entry by the Agent upon any of the Agent's books
and records.

         13.14  Marshaling; Payments Set Aside.

         The Agent shall be under no obligation to marshall any assets in favor
of the Borrower or against or in payment of any or all of the Liabilities. To
the extent that the Borrower makes a payment or payments to the Agent or the
Agent receives any payment or proceeds of the Collateral for the Borrower's
benefit or enforces the Agent's security interests or exercises the Agent's
rights of set-off, and such payment or payments or the proceeds of such
Collateral, enforcement or set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or set-off had not occurred.

                                       77

         13.15  Section Titles.

         The section titles contained in this Agreement shall be without
substantive meaning or content of any kind whatsoever and are not a part of the
agreement among the parties.

         13.16  Continuing Effect.

         This Agreement, the Agent's security interests in the Collateral, and
all of the other Financing Documents shall continue in full force and effect so
long as any Liabilities shall be owed to the Agent and/or any of the Lenders
and/or the Issuers and/or the Swing Line Lender and (even if there shall be no
Liabilities outstanding) so long as the Agent and/or any of the Lenders remains
committed to make Loans under this Agreement and/or any Issuer remains committed
to issue LCs under this Agreement and/or the Swing Line Lender remains committed
to make Swing Line Loans under this Agreement.

         13.17  No Waiver.

         The Agent's, any Issuer's or the Required Lenders' failure, at any time
or times hereafter, to require strict performance by the Borrower of any
provision of this Agreement shall not waive, affect or diminish any right of the
Agent or the Required Lenders thereafter to demand strict compliance and
performance therewith. Any suspension or waiver by the Agent or the Required
Lenders of any Default or Matured Default under this Agreement or any of the
other Financing Documents, shall not suspend, waive or affect any other Default
or Matured Default under this Agreement or any of the other Financing Documents,
whether the same is prior or subsequent thereto and whether of the same or of a
different kind or character. None of the undertakings, agreements, warranties,
covenants and representations of the Borrower contained in this Agreement or any
of the other Financing Documents and no Default or Matured Default under this
Agreement or any of the other Financing Documents, shall be deemed to have been
suspended or waived by the Agent, the Issuers or the Required Lenders unless
such suspension or waiver is in writing signed by an officer of the Agent or
each of the Required Lenders (as applicable) and is directed to the Borrower
specifying such suspension or waiver.

         13.18  Notices.

                  (a) All notices and other communications provided for herein
         shall be in writing (including telex, facsimile, or cable
         communication) and shall be mailed, telexed, cabled or delivered
         addressed as follows:

                           (i) If to the Agent at:

                               CoBank, ACB
                               5500 South Quebec Street
                               Greenwood Village, Colorado 80111
                               Attn:  James Stutzman


                                       78

                              Facsimile: 720-528-6225


                           (ii) If to the Borrower at:

                                National Beef Packing Company, LLC
                                12200 North Ambassador Drive
                                Kansas City, Missouri  64163
                                Attn: Jay D. Nielsen, Chief Financial Officer
                                Facsimile: (816) 713-8856

                                with copies to:

                                Blackwell Sanders Peper Martin, LLP
                                4801 Main Street, Suite 1000
                                Kansas City, Missouri  64112
                                Attn: John Brungardt, Esq.
                                Facsimile: (816) 983-9271

                                Scott H. Smith, Esq.
                                2690 Telemark Drive
                                Park City, UT  84060
                                Facsimile: (435) 649-5675

                                U.S. Premium Beef, Ltd. P.O. Box 20103
                                Kansas City, MO 64195
                                Attn: Steven D. Hunt, Chief Executive Officer
                                Facsimile: (816) 713-8810


                           (iii) If to any of the Lenders or Issuers other than
                  the Agent, at the address for such Person provided in writing
                  to the Agent and the Borrower and, as to each party hereto, at
                  such other address as shall be designated by such party in a
                  written notice to the other parties hereto. All such notices
                  and communications shall, when mailed, telecopied, telexed,
                  transmitted, or cabled, become effective when deposited in the
                  mail, confirmed by telex answerback, transmitted by
                  telecopier, or delivered to the cable company, respectively
                  except that notices and communications to the Agent shall not
                  be effective until actually received by the Agent.

                  (b) The timing of notices to the Agent of terminations or
         reductions of the Commitment, of borrowings, conversions and
         prepayments of Loans and Swing Line Loans and of the duration of
         Interest Periods and of a request for the issuance of an LC is
         summarized below:

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                  Borrowing of Base Rate Advances
                  and Swing Line Loans                            Same Business Day
                  Borrowing of LIBOR Rate Advances                3 Business Days
                  Conversion of Loans (including changes in
                      Interest Period for LIBOR Rate Advances)    3 Business Days
                  Prepayments of Base Rate Advances
                      and Swing Line Loans                        Same Business Day
                  Prepayments of LIBOR Rate Advances              3 Business Days
                  LCs                                             5 Business Days

         13.19  Maximum Interest.

         No agreements, conditions, provisions or stipulations contained in this
Agreement or in any of the other Financing Documents, or any Matured Default, or
any exercise by the Agent of the right to accelerate the payment of the maturity
of principal and interest, or to exercise any option whatsoever, contained in
this Agreement or any of the other Financing Documents, or the arising of any
contingency whatsoever, shall entitle the Agent to collect, in any event,
interest exceeding the Highest Lawful Rate, and in no event shall the Borrower
be obligated to pay interest exceeding the Highest Lawful Rate, and all
agreements, conditions or stipulations, if any, which may in any event or
contingency whatsoever operate to bind, obligate or compel the Borrower to pay a
rate of interest exceeding the Highest Lawful Rate, shall be without binding
force or effect, at law or in equity, to the extent only of the excess of
interest over such Highest Lawful Rate. In the event any interest is charged in
excess of the Highest Lawful Rate ("Excess"), the Borrower acknowledges and
stipulates that any such charge shall be the result of an accidental and bona
fide error, and such Excess shall be, first, applied to reduce the principal of
any Liabilities due, and, second, returned to the Borrower, it being the
intention of the parties hereto not to enter at any time into a usurious or
otherwise illegal relationship. The Borrower and the Agent both recognize that,
with fluctuations in the Base Rate and the LIBOR Rate, such an unintentional
result could inadvertently occur. By the execution of this Agreement, the
Borrower covenants that (a) the credit or return of any Excess shall constitute
the acceptance by the Borrower of such Excess and (b) the Borrower shall not
seek or pursue any other remedy, legal or equitable, against the Agent, any
Issuer, the Swing Line Lender or the Lenders based, in whole or in part, upon
the charging or receiving of any interest in excess of the Highest Lawful Rate.
For the purpose of determining whether or not any Excess has been contracted
for, charged or received by the Agent, any Issuer, the Swing Line Lender or the
Lenders (as the case may be), all interest at any time contracted for, charged
or received by the Agent, the Issuers, the Swing Line Lender or the Lenders in
connection with the Liabilities shall be amortized, prorated, allocated and
spread in equal parts during the entire term of this Agreement.

         13.20  Representations by the Lenders and Swing Line Lender.

         Each Lender and the Swing Line Lender represents that it is such
Person's present intention, as of the date of its acquisition of its Notes, to
acquire such Notes for its account or


                                       80

for the account of its affiliates, and not with a view to the distribution or
sale thereof, and, subject to any applicable laws, the disposition of such
Lender's or the Swing Line Lender's property shall at all times be within its
control. The Notes have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be transferred, sold or otherwise
disposed of except (a) in a registered offering under the Securities Act; (b)
pursuant to an exemption from the registration provisions of the Securities Act;
or (c) if the Securities Act shall not apply to the Notes or the transactions
contemplated by the Financing Documents. Nothing in this Section 13.20 shall
affect the characterization of the Loans, the Swing Line Loans and the
transactions contemplated hereunder as commercial lending transactions.

         13.21  Counterparts and Facsimile Signatures.

         This Agreement, any other Financing Document and any subsequent
amendment to any of them may be executed in several counterparts and by the
different parties on separate counterparts, each of which together shall be
construed as one original and all of which shall constitute together but one and
the same agreement. Facsimile signatures on this Agreement, any other Financing
Document and any subsequent amendment to any of them shall be considered as
original signatures.

         13.22  Set-off.

         The Borrower gives and confirms to each Lender and each Issuer a right
of set-off of all moneys, securities and other property of the Borrower (whether
special, general or limited) and the proceeds thereof, at any time delivered to
remain with or in transit in any manner to such Lender or Issuer, its
correspondent or its agents from or for the Borrower, whether for safekeeping,
custody, pledge, transmission, collection or otherwise or coming into possession
of such Lender or Issuer in any way, and also, any balance of any deposit
accounts and credits of the Borrower with, and any and all claims of security
for the payment of the Liabilities owed by the Borrower to such Lender or
Issuer, contracted with or acquired by the Lender or Issuer, whether such
liabilities and obligations be joint, several, absolute, contingent, secured,
unsecured, matured or unmatured, and the Borrower authorizes such Lender or
Issuer at any time or times, without prior notice, to apply such money,
securities, other property, proceeds, balances, credits of claims, or any part
of the foregoing, to such liabilities in such amounts as it may select, whether
such Liabilities be contingent, unmatured or otherwise, and whether any
collateral security therefor is deemed adequate or not. Each Lender and each
Issuer agrees to notify the Agent promptly after any such setoff and application
made by such Lender or Issuer; provided, however, that the failure to give such
notice shall not affect the validity of such setoff and application. The rights
described herein shall be in addition to any collateral security described in
any separate agreement executed by the Borrower and any other right of setoff
under applicable law or otherwise which each Lender and each Issuer may have.


                                       81

         13.23  Assignments and Participation.

                  (a) After the Effective Date and subject to the prior written
         consent of the Agent and (so long as no Default or Matured Default
         shall have occurred and be continuing) the Borrower, which consent(s)
         shall not be unreasonably withheld, each Lender and the Swing Line
         Lender may assign to any Person (the "Assignee") all or a portion of
         its rights and obligations under this Agreement (including without
         limitation, all or a portion of its Commitment and the Notes held by
         it); provided, however, that (i) each such assignment shall be of a
         constant, and not a varying, percentage of all of the assigning
         Lender's rights and obligations under this Agreement, (ii) the total
         amount of the Commitment (based on the original Commitment without
         giving effect to any repayments or prepayments) so assigned to an
         Assignee or to an Assignee and its affiliates taken as a whole shall
         equal or exceed $5,000,000, (iii) the remaining Commitment (based on
         the original Commitment without giving effect to any repayments or
         prepayments) held by the assigning Lender after giving effect to any
         such assignment shall equal or exceed $5,000,000, (iv) the assignment
         will not cause the Borrower to incur any additional liability or
         expense and (v) the parties to each such assignment shall execute and
         deliver to the Agent for its acceptance an Assignment and Acceptance in
         substantially the form attached as Exhibit 13A ("Assignment and
         Acceptance"), together with any Note or Notes to be exchanged in
         connection with such assignment and a processing and recordation fee of
         $3,500 to the Agent. Upon such execution, delivery, acceptance and
         recording, from and after the effective date specified in each
         Assignment and Acceptance, which effective date shall be the date on
         which such Assignment and Acceptance is accepted by the Agent, (vi) the
         Assignee thereunder shall be a party hereto and, to the extent that
         rights and obligations hereunder have been assigned to it pursuant to
         such Assignment and Acceptance, have the rights and obligations of a
         Lender under the Financing Documents and (vii) the Lender assignor
         thereunder shall be deemed to have relinquished its rights and to be
         released from its obligations under the Financing Documents, to the
         extent (and only to the extent) that its rights and obligations
         hereunder have been assigned by it pursuant to such Assignment and
         Acceptance (and, in the case of an Assignment and Acceptance covering
         all or the remaining portion of an assigning Lender's rights and
         obligations under the Financing Documents, such Lender shall cease to
         be a party thereto).

                  (b) By executing and delivering an Assignment and Acceptance,
         the Lender assignor thereunder and the Assignee thereunder confirm to
         and agree with each other and the other parties hereto as follows: (i)
         other than as provided in such Assignment and Acceptance, such
         assigning Lender makes no representation or warranty and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with the Financing Documents
         or the execution, legality, validity, enforceability, genuineness,
         sufficiency or value of the Financing Documents or any other instrument
         or document furnished pursuant thereto; (ii) such assigning Lender
         makes no representation or warranty and assumes no responsibility with
         respect to the financial condition of the Borrower or the

                                       82

         performance or observance by the Borrower of any of its obligations
         under the Financing Documents, the Security Documents or any other
         instrument or document furnished pursuant hereto; (iii) such Assignee
         confirms that it has received a copy of the Financing Documents,
         together with copies of the financial statements referred to in
         Section 7.16 and such other documents and information as it has deemed
         appropriate to make its own credit analysis and decision to enter into
         such Assignment and Acceptance; (iv) such Assignee will, independently
         and without reliance upon the Agent, such assigning Lender or any
         other Lender or Issuer or Swing Line Lender and based on such
         documents and information as it shall deem appropriate at the time,
         continue to make its own credit decisions in taking or not taking
         action under this Agreement; (v) such Assignee appoints and authorizes
         the Agent to take such action as the Agent on its behalf and to
         exercise such powers under the Financing Documents as are delegated to
         the Agent by the terms thereof, together with such powers as are
         reasonably incidental thereto; and (vi) such Assignee agrees that it
         will perform in accordance with their terms all of the obligations
         which by the terms of the Financing Documents are required to be
         performed by it as a Lender.

                  (c) The Agent shall maintain at its address referred to in
         Section 13.18 a copy of each Assignment and Acceptance delivered to and
         accepted by it.

                  (d) Upon its receipt of an Assignment and Acceptance executed
         by an assigning Lender, together with any Note or Notes subject to such
         assignment, the Agent shall, if such Assignment and Acceptance has been
         completed, (i) accept such Assignment and Acceptance and (ii) give
         prompt notice thereof to the Borrower. Within five (5) Business Days
         after its receipt of such notice, the Borrower, at its own expense,
         shall execute and deliver to the Agent in exchange for the surrendered
         Note a new Note to the order of such Assignee in an amount equal to the
         Commitment assumed by it pursuant to such Assignment and Acceptance
         and, if the assigning Lender has retained a Commitment hereunder, a new
         Note to the order of the assigning Lender in an amount equal to the
         Commitment retained by it hereunder. Such new Note or Notes shall be in
         an aggregate principal amount equal to the aggregate principal amount
         of such surrendered Note or Notes, shall be dated the effective date of
         such Assignment and Acceptance and shall otherwise be in substantially
         the form of Exhibit 2A. Upon the Agent's receipt of such new Note or
         Notes conforming to the requirements set forth in the preceding
         sentences, the Agent shall return to the Borrower such surrendered Note
         or Notes, marked to show that such surrendered Note or Notes has (have)
         been replaced, renewed and extended by such new Note or Notes.

                  (e) Each Lender may sell participations to one or more banks
         or other entities in or to all or a portion of its rights and
         obligations under this Agreement (including without limitation, all or
         a portion of its Commitment and the Notes held by it); provided
         however, that (i) such Lender's obligations under this Agreement
         (including without limitation, its Commitments to the Borrower
         hereunder) shall
                                       83

         remain unchanged, (ii) such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations, (iii) such Lender shall remain the holder of any such Note
         for all purposes of this Agreement, (iv) the sale of the participation
         will not cause the Borrower to incur any additional liability, and (v)
         the Borrower, the Agent and the other Lenders shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under this Agreement, provided that no
         participant shall be entitled to recover under the above-described
         provisions an amount in excess of the proportionate share which such
         participant holds of the original aggregate principal amount hereunder
         to which the assigning Lender would otherwise be entitled.
         Notwithstanding the foregoing, in the case of participations sold to
         members of the Farm Credit System (a "Farm Credit System Participant"),
         with the written consent of the Agent and the Borrower and provided
         that such participation is not less than $10,000,000, such participant
         shall be have the right to vote on any matter which requires the
         consent of the Lenders. For purposes of voting, such Farm Credit
         Service Participant shall receive voting rights in proportion to the
         interest purchased, and the voting right percentage of the Lender
         selling the participation shall be correspondingly reduced. The initial
         list of Farm Credit System Participants is set forth on Exhibit 13B. In
         the case of such participations to Farm Credit System Participants, the
         Lender selling such participation shall promptly provide to the Agent a
         Voting Participant Notice and Consent in the form of Exhibit 13C.

                  (f) Any Lender may, in connection with any assignment or
         participation or proposed assignment or participation pursuant to this
         Section 13.23, disclose to the assignee or participant or proposed
         assignee or participant, any information relating to the Borrower
         furnished to such Lender by or on behalf of the Borrower; provided
         that, prior to any such disclosure, the assignee or participant or
         proposed assignee or participant shall agree in writing to preserve the
         confidentiality of any confidential information relating to the
         Borrower received by it from such Lender.

                  (g) Any Lender may assign and pledge all or any of the
         instruments held by it as collateral security; provided that any
         payment made by the Borrower for the benefit of such assigning and/or
         pledging Lender in accordance with the terms of the Financing Documents
         shall satisfy the Borrower's obligations under the Financing Documents
         in respect thereof to the extent of such payment. No such assignment
         and/or pledge shall release the assigning and/or pledging Lender from
         its obligations hereunder.

         13.24  Loan Agreement Controls.

         If there are any conflicts or inconsistencies among this Agreement and
any of the other Financing Documents, the provisions of this Agreement shall
prevail and control.

         13.25  Obligations Several.

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         Each Lender's, each Issuer's, the Agent's and the Swing Line Lender's
obligations under each Financing Document to which it is a party are several,
and no Lender, Issuer, Agent or Swing Line Lender shall be responsible for any
obligation or Commitment of any other such Person under any Financing Document
to which it is a party. Nothing contained in any Financing Document to which it
is a party, and no action taken by any Lender, Issuer, Agent or Swing Line
Lender pursuant thereto, shall be deemed to constitute the such Persons (or any
of them) as a partnership, an association, a joint venture, or any other kind of
entity.

         13.26  Pro Rata Treatment.

         All Loans under, and all payments and other amounts received in
connection with this Agreement for application to the Loans (including, without
limitation, amounts received as a result of the exercise by any Lender of any
right of set-off) shall be effectively shared by the Lenders ratably in
accordance with their respective Pro Rata Percentages. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the principal of, or interest on,
or fees in respect of, any Note held by it (other than pursuant to Section 5.2,
5.3 or 5.4) in excess of its Pro Rata Percentage of payments on account of
similar Notes obtained by all the Lenders, such Lender shall purchase from the
other Lenders such participation in the Notes or Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (a) the
amount of such Lender's required repayment to (b) the total amount so recovered
from the purchasing Lender) of any interest or other amount paid or payable by
the purchasing Lender in respect of the total amount so recovered.
Disproportionate payments of interest shall be shared by the purchase of
separate participation in unpaid interest obligations, disproportionate payments
of fees shall be shared by the purchase of separate participation in unpaid fee
obligations, and disproportionate payments of principal shall be shared by the
purchase of separate participation in unpaid principal obligations. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 13.26 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. Notwithstanding the foregoing, a
Lender may receive and retain an amount in excess of its Pro Rata Percentage to
the extent, but only to the extent, that such excess results from such Lender's
Highest Lawful Rate exceeding another Lender's Highest Lawful Rate.

         13.27  Confidentiality.

         Each of the Agent, the Issuers, the Swing Line Lender and the Lenders
agrees that it will use its best efforts to keep confidential, in accordance
with its customary procedures for handling confidential information and in
accordance with safe and sound banking practices,


                                       85

any proprietary information of the Borrower identified in writing by the
Borrower to the Agent, as being proprietary and confidential; provided that the
Agent, any Issuer, the Swing Line Lender or any Lender may disclose any such
information (a) to enable it to comply with any Governmental Requirement
applicable to it, (b) in connection with the defense of any litigation or other
proceeding brought against it arising out of the transactions contemplated by
this Agreement and the other Financing Documents, (c) in connection with the
supervision and enforcement of the rights and remedies of the Agent, the
Issuers, the Swing Line Lender and/or the Lenders under any Financing Document
and (d) as set forth in Section 13.23(f).

         13.28  Independence of Covenants.

         All covenants under Section 10 shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or a Matured Default if such action is taken or
condition exists.

         13.29  Amendments and Waivers.

         Any term, covenant, agreement or condition of this Agreement or any
Financing Document may be amended only by a written amendment executed by the
Borrower, the Required Lenders and, if the rights or duties of the Agent are
affected thereby, the Agent, or compliance therewith only may be waived (either
generally or in a particular instance and either retroactively or
prospectively), if the Borrower shall have obtained the consent in writing of
the Required Lenders (or in the case of provisions relating to any Bond
Document, any Bond Document or the Bond Pledge Agreement, the Agent without
necessity of consent of the Required Lenders) and, if the rights or duties of
the Agent, Swing Line Lender and/or an Issuer are affected thereby, such Person;
provided, however, that without the consent in writing of the holders of all
outstanding Notes and LC Obligations, or of all Lenders and the Swing Line
Lender if no Notes or LCs are outstanding, no such amendment or waiver shall (a)
change the amount or postpone the date of payment of any scheduled payment or
required payment of principal of the Notes or reduce the rate or extend the time
of payment of interest on the Notes, or reduce the amount of principal thereof,
or modify any of the provisions of the Notes with respect to the payment or
prepayment thereof, (b) give to any Note any preference over any other Notes,
(c) amend the definition of Required Lenders, (d) alter, modify or amend the
provisions of this Section 13.29, (e) change the amount or term of any of the
Commitments or the fees required under Section 6, (f) alter, modify or amend the
provisions of Section 8 of this Agreement, (g) alter, modify or amend any
Lender's right hereunder to consent to any action, make any request or give any
notice, or (h) release all or substantially all of the Collateral (except such
Collateral relating to the Bond Documents, which release shall be at the Agent's
sole discretion), unless such release is permitted by the Financing Documents.
Any such amendment or waiver shall apply equally to all Lenders and all the
holders of the Notes and/or LC Obligations and shall be binding upon them, upon
each future holder of any Note or LC Obligation and upon the Borrower, whether
or not such

                                       86

Note or LC shall have been marked to indicate such amendment or waiver. No such
amendment or waiver shall extend to or affect any obligation not expressly
amended or waived.

         13.30  Binding Effect.

         This Agreement and the other Financing Documents set forth the legal,
valid and binding obligations of the Borrower, the Agent, the Issuers, the Swing
Line Lender and the Lenders and are enforceable against the Borrower in
accordance with their respective terms.

         13.31  FINAL AGREEMENT.

         THIS WRITTEN AGREEMENT, THE NOTES AND THE OTHER FINANCING DOCUMENTS
COLLECTIVELY REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

         13.32  Moultrie, Georgia Purchase Option.

         Notwithstanding the terms of the Agreement set forth in Section 10.1,
Encumbrances, Section 10.2, Consolidations, Mergers or Acquisitions, Section
10.3, Deposits, Investments, Advances or Loans, Section 10.4, Indebtedness or
Section 10.7, Capital Investment Limitations, Borrower may exercise its option
to purchase the Moultrie, Georgia case ready facility and incur indebtedness and
grant purchase money liens to secure such indebtedness, and amounts incurred
shall not count against the limits set forth in Section 10.4, Indebtedness,
provided that the total purchase price does not exceed $3,000,000.

         13.33  Water Rights Acquisition.

         Notwithstanding Sections 10.1, 10.3, 10.4, 10.5, and 10.6 of this
Agreement, the Borrower may enter into and complete the Water Rights Acquisition
and the Water Service Agreement and the transactions contemplated thereby. The
Borrower's incurrence of Indebtedness per the Water Services Agreement shall not
be counted against: (i) the $2,000,000 amount set forth in Section 10.4(d), (ii)
the $4,000,000 amount set forth in Section 10.4(e), or (iii) the $25,000,000
amount set forth in Section 10.4(f). With respect to the Water Rights
Acquisition, (i) the Borrower shall grant to the Agent (to secure the payment
and performance of the Liabilities) a second priority lien and security interest
in the water rights being acquired as part of the Water Rights Acquisition
(subject only to a prior lien and security interest in favor of the

                                       87

City of Dodge City, Kansas to secure the Borrower's obligations under the Water
Services Agreement), which the Lenders acknowledge will be encumbered, at least
in part by a water rights lease in favor of the City and corresponding sublease
in favor of the Borrower; and (ii) the Borrower shall grant to the Agent (to
secure the payment and performance of the Liabilities) a first priority lien and
security interest in the sublease by the Borrower from the City of the water
rights under the lease in favor of the City, all to be evidenced by
documentation, in form and substance reasonably acceptable to the Agent. The
aforementioned lien and security interest in the water rights being acquired as
part of the Water Rights Acquisition shall be documented and recorded as soon as
practicable. The aforementioned lien and security interest in the sublease by
the Borrower from the City of the water rights being acquired as part of the
Water Rights Acquisition shall be documented and recorded as soon as
practicable. In the event that the aforementioned lien and security interest in
the water rights being acquired as part of the Water Rights Acquisition in favor
of the Lenders shall be documented and recorded prior to the documentation of
the aforementioned lease, lien or security interest in the water rights in favor
of the City, then the Agent shall execute on behalf of the Lenders a
subordination agreement in favor of the City, reasonably acceptable to the Agent
and to the City.

         13.34  USA Patriot Act Notice.

         Each Lender, each Issuer, the Swing Line Lender and the Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the Borrower's name and address and other information that will allow
such Lender, such Issuer, the Swing Line Lender or the Agent, as applicable, to
identify the Borrower in accordance with the Act.

         13.35  Replacement of Existing LCs.

         The Borrower, the Issuers, the Agent and the Lenders shall exercise
commercially reasonable efforts (which shall not include any actions that would
be contrary to the terms of this Agreement) to terminate the Existing LCs on or
before March 31, 2005. The Borrower hereby irrevocably agrees to post cash
collateral to the Holding Account, not later than April 1, 2005, in an amount
that fully covers the aggregate undrawn amount of the Existing LCs outstanding
on April 1, 2005.

                            {SIGNATURE PAGES FOLLOW}




                                       88

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day first written above.

                                         NATIONAL BEEF PACKING
                                         COMPANY, LLC

                                         By:  /s/ Jay Nielsen
                                            ------------------------------------
                                         Its:  Chief Financial Officer
                                            ------------------------------------

                                         COBANK, ACB, individually and as Lead Arranger,
                                         Co-Syndication Agent and Administrative Agent


                                         By:  /s/ James Stutzman
                                            ------------------------------------
                                         Its:  Vice President
                                            ------------------------------------

                                         COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
                                         B.A., "RABOBANK INTERNATIONAL", NEW YORK  BRANCH,
                                         individually and as Documentation Agent


         By:  /s/ D. Shane Bownds           By:  /s/ Rebecca O. Morrow
            -----------------------------      ------------------------------
         Its:  Vice President               Its:  Executive Director
             ----------------------------       -----------------------------


                       {SIGNATURE PAGE TO FOURTH AMENDED
                         AND RESTATED CREDIT AGREEMENT}




                                       89

                                         AMARILLO NATIONAL BANK


                                         By:  /s/ Leonard Herrington
                                            ------------------------------------
                                         Its:  Vice President
                                            ------------------------------------

                                         U.S. AGBANK,
                                         F.C.B., as Co- Syndication Agent

                                         By:  /s/ Greg Sommerhalder
                                            ------------------------------------
                                         Its:  Vice President
                                            ------------------------------------

                                         U.S. BANK NATIONAL
                                         ASSOCIATION, as Issuer


                                         By:  /s/ James A. Bosco
                                            ------------------------------------
                                         Its:  Senior Vice President
                                            ------------------------------------




                        {SIGNATURE PAGE TO FOURTH AMENDED
                         AND RESTATED CREDIT AGREEMENT}

EX-10

                                      LEASE

                          Dated as of December 1, 2004

                    ----------------------------------------


                                     Between


                           CITY OF DODGE CITY, KANSAS


                                       and


                       NATIONAL BEEF PACKING COMPANY, LLC

                    ----------------------------------------

                                  $120,000,000
                    Taxable/Convertible Variable Rate Demand
                Industrial Development Revenue Bonds, Series 2004
                  (National Beef Packing Company, LLC Project)

                    ----------------------------------------

     Certain rights of City of Dodge City, Kansas, as Issuer, in this Lease
(with certain exceptions) have been pledged and assigned to Commerce Bank, N.A.,
as Trustee, under the Trust Indenture dated as of December 1, 2004, between the
                            Issuer and the Trustee.

                                      LEASE

                                                                            Page

         Parties...............................................................1
         Recitals..............................................................1


                                    ARTICLE I


                      DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01.     Definitions of Words and Terms...............................1
Section 1.02.     Rules of Construction........................................3

                                   ARTICLE II


                                 REPRESENTATIONS

Section 2.01.     Representations by the Issuer................................3
Section 2.02.     No Representation or Warranty by Issuer as to Project........5
Section 2.03.     Representations by the Tenant................................5
Section 2.04.     No Purchase of Bonds by Issuer or Tenant.....................6
Section 2.05.     Survival of Representations..................................7

                                   ARTICLE III


         ISSUANCE OF THE BONDS; ACQUISITION, CONSTRUCTION, INSTALLATION
                          AND FINANCING OF THE PROJECT

Section 3.01.     Issuance of the Bonds........................................7
Section 3.02.     Agreement to Acquire, Construct and Complete the Project;
                  Use of Proceeds..............................................7
Section 3.03.     Project Documents............................................7
Section 3.04.     Changes to the Project.......................................8
Section 3.05.     [Reserved]...................................................8
Section 3.06.     Kansas Retailers' Sales Tax..................................8
Section 3.07.     Limitation of Issuer's Liability.............................8
Section 3.08.     Disclaimer of Warranties.....................................9

                                   ARTICLE IV


                    LEASE OF THE PROJECT; PAYMENT PROVISIONS

Section 4.01.     Transfer of Title to the Land and the Project; Project
                  Contracts....................................................9
Section 4.02.     Granting of Leasehold Estate; Basic Term.....................9
Section 4.03.     Lease Payments...............................................9
Section 4.04.     Additional Payments.........................................10
Section 4.05.     Prepayment of Lease Payments................................11
Section 4.06.     Obligations Absolute and Unconditional......................11
Section 4.07.     Assignment of Issuer's Rights...............................12

                                       i

Section 4.08.     All Right, Title and Interest of the Issuer in the Project
                  Subject and Subordinate to the Existing Mortgage, the
                  Existing Security Agreement, the Existing Fixture Filings
                  and the Existing Collateral Assignment of Lease.............12


                                    ARTICLE V


                VARIABLE RATE OF CONVERSION AND LETTER OF CREDIT

Section 5.01.     Tenant Elections............................................14
Section 5.02.     The Letter of Credit........................................14
Section 5.03.     Alternate Letter of Credit..................................14
Section 5.04.     Rights of Bank..............................................14
Section 5.05.     Limitation on Rights of the Bank............................15
Section 5.06.     Payments by Bank............................................15
Section 5.07.     Tenant Purchase of Bonds....................................15

                                   ARTICLE VI


                        GENERAL COVENANTS AND PROVISIONS

Section 6.01.     Maintenance of Existence....................................15
Section 6.02.     Possession, Maintenance and Use of Project..................16
Section 6.03.     Compliance With Laws and Regulations........................16
Section 6.04.     Payment of Taxes and Other Charges..........................16
Section 6.05.     Licenses and Permits........................................17
Section 6.06.     Mechanic's Liens; Contest of Liens..........................17
Section 6.07.     General Indemnity...........................................17
Section 6.08.     Environmental Provisions....................................18
Section 6.09.     Insurance...................................................19
Section 6.10.     Financial and Other Information.............................19
Section 6.11.     Consolidation, Merger, Conveyance or Transfer of Property...20
Section 6.12.     Continuing Disclosure.......................................21
Section 6.13.     Assignment by the Tenant....................................21
Section 6.14.     Covenants under Financing Documents.........................21
Section 6.15.     Depreciation and Investment Tax Credit......................21
Section 6.16.     Ad Valorem Taxes............................................22
Section 6.17.     Access to the Project and Inspection; Operation of the
                  Project.....................................................22
Section 6.18.     Agreement of Issuer Not to Assign or Pledge the Project;
                  Certain Modifications and Amendments to the Indenture.......22
Section 6.19.     Alteration of Project.......................................22
Section 6.20.     Additions to Project........................................23
Section 6.21.     Utilities...................................................23

                                   Article VII


                              DEFAULT AND REMEDIES

Section 7.01.     Events of Default...........................................23
Section 7.02.     Acceleration of Maturity; Rescission and Annulment..........24


                                       ii

Section 7.03.     Exercise of Remedies by the Trustee.........................25
Section 7.04.     Application of Moneys Collected.............................26
Section 7.05.     Rights and Remedies Cumulative..............................26
Section 7.06.     Delay or Omission Not Waiver................................27
Section 7.07.     Waiver of Past Defaults.....................................27
Section 7.08.     Advances by Trustee.........................................27

                                  ARTICLE VIII


                               SUPPLEMENTAL LEASES

Section 8.01.     Supplemental Leases without Consent of Owners of Bonds......27
Section 8.02.     Supplemental Leases with Consent of Owners of Bonds.........28
Section 8.03.     Execution of Supplemental Leases............................28
Section 8.04.     Effect of Supplemental Leases...............................29
Section 8.05.     Reference in Bonds to Supplemental Leases...................29

                                   ARTICLE IX


                  PREPAYMENT AND ACCELERATION OF LEASE PAYMENTS

Section 9.01.     Prepayment at the Option of the Tenant......................29
Section 9.02.     Optional Prepayment Upon Certain Events.....................29
Section 9.03.     Mandatory Prepayment Upon Certain Events....................29
Section 9.04.     Right to Prepay at Any Time.................................29
Section 9.05.     Notice of Prepayment........................................29
Section 9.06.     Precedence of this Article..................................30

                                    ARTICLE X


                         OPTION TO PURCHASE THE PROJECT

Section 10.01.   Option to Purchase the Project...............................30
Section 10.02.   Conveyance of the Project....................................30
Section 10.03.   Relative Position of Option and Indenture....................31
Section 10.04.   Option to Purchase Unimproved Portions of Land...............31
Section 10.05.   Quality of Title - Purchase Price............................31
Section 10.06.   Closing of Purchase..........................................32
Section 10.07.   Effect of Purchase on Lease..................................32
Section 10.08.   Effect of Failure to Complete Purchase.......................32

                                        ARTICLE XI


                          TERM AND TERMINATION OF LEASE

Section 11.01.    Term of Lease...............................................32
Section 11.02.    Termination and Discharge of Lease..........................32
Section 11.03.    Amounts Remaining in Funds..................................33
Section 11.04.    Option to Extend Basic Term.................................33
Section 11.05.    Issuer's Option to Convey Project to the Tenant.............33

                                      iii

                                   ARTICLE XII


                            MISCELLANEOUS PROVISIONS

Section 12.01.    Notices.....................................................33
Section 12.02.    Further Assurances..........................................34
Section 12.03.    Payments Due on Saturdays, Sundays and Holidays.............34
Section 12.04.    Limitation of Issuer's Liability............................34
Section 12.05.    Immunity of Officers, Employees and Directors of the
                  Issuer and the Tenant.......................................34
Section 12.06.    Net Lease...................................................34
Section 12.07.    Benefit of Lease............................................35
Section 12.08.    Severability................................................35
Section 12.09.    Amendments, Changes and Modifications.......................35
Section 12.10.    Captions....................................................35
Section 12.11.    Counterparts................................................35
Section 12.12.    Governing Law...............................................35

         Signatures.....................................................S-1, S-2

         Exhibit A - Legal Description of Land...............................A-1


                                      * * *


                                       iv

                                      LEASE


         THIS LEASE, dated as of December 1, 2004, between CITY OF DODGE CITY,
KANSAS, a duly organized municipal corporation of the State of Kansas, as
lessor, and NATIONAL BEEF PACKING COMPANY, LLC, a Delaware limited liability
company duly authorized to do business under the laws of the State of Kansas, as
lessee;

                                    RECITALS

         1. Pursuant to the Act, and at the request of the Tenant, the
Issuer will issue the Bonds under an Indenture between the Issuer and the
Trustee, for the purpose of providing funds to acquire, construct and equip the
Project for the Tenant or to reimburse the Tenant for costs incurred in the
acquisition, construction and equipping of said Project as described in the
Indenture, in consideration of payments by the Tenant, which will be sufficient
to pay the principal of, redemption premium, if any, and the interest on the
Bonds.

         2.     The Issuer and the Tenant are entering into this Lease to
lease the Project from the Issuer to the Tenant in consideration of certain
payments to be made by the Tenant.

         3.      The Tenant may, at certain times and upon certain conditions,
cause the Bank to issue and deliver to the Trustee the Letter of Credit
providing for payment when due of the principal of and interest on the Bonds, or
some portion thereof, and payment of the purchase price of Bonds tendered for
purchase, under a Reimbursement Agreement to be entered into between the Tenant
and the Bank.

         NOW, THEREFORE, in consideration of the premises and the mutual
representations, covenants and agreements set forth in this Lease, the Issuer
and the Tenant covenant and agree as follows:


                                   ARTICLE I

                      DEFINITIONS AND RULES OF CONSTRUCTION

         Section 1.01. Definitions of Words and Terms. For all purposes of
this Lease, except as otherwise provided or unless the context otherwise
requires, words and terms used in this Lease (including in the Recitals above)
have the same meanings as set forth in Section 1.01 of the
Indenture. In addition to the words and terms defined in the Indenture and
elsewhere defined herein, the following words and terms as used herein shall
have the following meanings unless the context or use clearly indicates another
or different meaning or intent:

         "Additional Term" shall mean that term commencing immediately after the
last day of the Basic Term and terminating 5 years thereafter.

         "Basic Term" means that term commencing as of the Issue Date of the
Bonds and ending on December 1, 2019, 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.

         "Completion Date" means the date determined pursuant to Section 3.02 of
this Lease.

         "Default" means an event or condition the occurrence of which would,
with the lapse of time or the giving of notice or both, become an event of
default hereunder.

         "Environmental Assessment" means an environmental assessment with
respect to the Project conducted by an independent consultant reasonably
satisfactory to the Issuer and Trustee which reflects the results of such
inspections, records reviews, soil tests, groundwater tests and other tests
requested, which assessment and results shall be reasonably satisfactory in
scope, form and substance to the Issuer and the Trustee.

         "Environmental Laws" means and includes the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Resource Conservation and
Recovery Act, the Superfund Amendments and Reauthorization Act of 1986, any
other "Superfund" or "Superlien" law, or any other federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning any
Hazardous Materials, as now or at any time hereafter in effect.

         "Existing Collateral Assignment of Lease" means that certain Amended
and Restated Collateral Assignment of Lease dated as of December 29, 2004, from
Tenant, as assignor, in favor of CoBank, ACB, as agent (as the same may be
amended, supplemented, restated or otherwise modified from time to time).

         "Existing Fixture Filing" means any existing fixture filing from
Tenant, as debtor, in favor of CoBank, ACB, as agent (as the same may be
amended, supplemented, restated or otherwise modified from time to time).

         "Existing Mortgage" means that certain Amended and Restated Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as
of December 29, 2004, from Tenant, as mortgagor, in favor of CoBank, ACB, as
agent (as the same may be amended, supplemented, restated or otherwise modified
from time to time).

         "Existing Security Agreement" means that certain Fourth Amended and
Restated Security Agreement dated as of December 29, 2004, from Tenant, as
debtor, in favor of CoBank, ACB, as agent (as the same may be amended,
supplemented, restated or otherwise modified from time to time).

         "Event of Default" means one of the events so denominated and described
in Section 7.01 of this Lease.

         "Financing Documents" means the Indenture, this Lease, the Bond
Purchase Agreement, and, to the extent applicable, the Existing Mortgage, any
other Mortgage, the Existing Security Agreement, any other Security Agreement,
the Reimbursement Agreement, the Letter of Credit, the Remarketing Agreement and
the Tax Agreement.

         "Hazardous Materials" means and includes any hazardous, toxic or
dangerous waste, substance or material (including without limitation any
materials containing asbestos) defined as such in (or for purposes of) or
subject to regulation under any Environmental Laws.

         "Issue Date" has the meaning defined in the Indenture.

         "Land" means the real property (or interests therein) described in
Exhibit A hereto.

         "Lease Term" means the Basic Term of this Lease, together with any
Additional Term.

                                       2

         "Permitted Encumbrances" means all Permitted Liens (as defined in the
Reimbursement Agreement), to the extent they affect the Project; the Mortgage;
the Existing Mortgage; the Existing Collateral Assignment of Lease; the Existing
Fixture Filing; the Existing Security Agreement; easements and rights-of-way of
record at the time of conveyance of the Land to the Issuer, any encumbrances
noted on Schedule I to the Indenture, and any other title exceptions not
affecting marketability or the usefulness of the Project to the Tenant.

         "Project" means the same as that term is defined in the Indenture.

         "Project Contracts" means any contract or contracts entered into by the
Tenant for the acquisition, construction, installation or equipping of the
Project.

         "Unassigned Issuer's Rights" means all of the rights of the Issuer to
receive additional payments under Section 4.04 hereof, and to be held harmless
and indemnified and to be reimbursed for attorney's fees under Sections 3.07 and
6.07.

         Section 1.02 Rules of Construction. For all purposes of this Lease,
except as otherwise provided or unless the context otherwise requires, the
following rules of construction apply in construing the provisions of this
Lease:

                  (a) The defined terms referred to in this Article include the
         plural as well as the singular.

                  (b) All references in this instrument to designated
         "Articles," "Sections" and other subdivisions are to the designated
         Articles, Sections and other subdivisions of this instrument as
         originally executed.

                  (c) The words "herein," "hereof" and "hereunder" and other
         words of similar import refer to this Lease as a whole and not to any
         particular Article, Section or other subdivision.

                  (d) The Article and Section headings herein and in the Table
         of Contents are for convenience only and shall not affect the
         construction hereof.

                  (e) Whenever an item or items are listed after the word
         "including," such listing is not intended to be a listing that excludes
         items not listed.


                                   ARTICLE II

                                 REPRESENTATIONS

         Section 2.01 Representations by the Issuer. The Issuer represents
and warrants to the Tenant and the Trustee as follows:

                  (a) Organization and Authority. The Issuer (1) is a municipal
         corporation duly organized under the laws of the State, (2) has lawful
         power and authority to issue the Bonds for the purposes set forth in
         the Indenture, to enter into, execute and deliver this Lease, the
         Indenture the Bond Purchase Agreement and any other Financing Documents
         required to be executed and delivered by the Issuer in connection with
         the issuance of the Bonds and to perform its obligations hereunder and
         thereunder, (3) has fully complied with the provisions of the Act, and

                                       3

         (4) by all necessary corporate action has been duly authorized to
         execute and deliver the Financing Documents required to be executed and
         delivered by it in connection with the issuance of the Bonds, acting by
         and through its duly authorized officers.

                  (b) No Defaults or Violations of Law. The execution and
         delivery of the Financing Documents required to be executed by the
         Issuer will not result in a breach of any of the terms of, constitute a
         default under, or create any lien, charge or encumbrance upon any
         property of the Issuer (other than as contemplated in the Indenture and
         this Lease) under the provisions of any resolution, charter, ordinance,
         indenture, mortgage, deed of trust, lease or other agreement or
         instrument to which the Issuer is a party or by which it or any of its
         property is bound or its bylaws or any of the constitutional or
         statutory rules or regulations applicable to the Issuer or its
         property. To the best of Issuer's knowledge, no event has occurred and
         no condition exists with respect to the Issuer which would constitute
         an "event of default" as defined in this Lease or the Financing
         Documents or which, with the lapse of time or with the giving of notice
         or both, would become such an "event of default." The Issuer is not in
         default under the Act or under any agreement or instrument to which it
         is a party.

                  (c) Absence of Litigation. No litigation, proceedings or
         investigations are pending or, to the knowledge of the Issuer,
         threatened against the Issuer at law or in equity before any court,
         tribunal, governmental authority or arbitration board, seeking to
         restrain, enjoin or limit the approval or issuance and delivery of the
         Bonds, the Indenture, this Lease or any other Financing Documents to
         which the Issuer is a party, or in which an unfavorable determination
         could materially and adversely affect the validity or enforceability of
         the Bonds, the Indenture, this Lease or any other Financing Document to
         which the Issuer is a party or its ability to perform its obligations
         thereunder.

                  (d) Governmental Consents. Neither the nature of the Issuer
         nor any of its activities or properties, nor any relationship between
         the Issuer and any other person, nor any circumstance in connection
         with the issue, sale or delivery of any of the Bonds is such as to
         require the consent, approval or authorization of, or the filing,
         registration or qualification with, any governmental authority on the
         part of the Issuer in connection with the execution, delivery and
         performance of this Lease or any of the Financing Documents or the
         issue, sale or delivery of the Bonds, other than those already
         obtained; provided, however, no representation is made as to compliance
         with any federal or state securities or "blue sky" law.

                  (e) Nature and Location of the Project. The financing of the
         Project Costs, together with related expenses, is authorized under the
         Act and is in furtherance of the public purposes of the Act. The
         Project is located within the incorporated territory of the City of
         Dodge City, Kansas.

                  (f) Limited Obligation. Notwithstanding anything herein
         contained to the contrary, any obligation the Issuer may hereby incur
         for the payment of money shall not constitute an indebtedness of the
         Issuer or of the State or of any political subdivision thereof within
         the meaning of any state constitutional provision or statutory
         limitation and shall not give rise to a pecuniary liability of the
         Issuer or the State or any political subdivision thereof, or constitute
         a charge against the general credit or taxing power of said Issuer or
         the State or any political subdivision thereof, but shall be limited
         obligations of the Issuer payable solely from (i) the Eligible Moneys,
         (ii) revenues derived from the sale of Bonds, and (iii) amounts on
         deposit from time to time in the Bond Fund, subject to the provisions
         of this Lease and the Indenture permitting the application thereof for
         the purposes and on the terms and conditions set forth herein and
         therein.

                                       4

                  (g) No Prior Pledge. Neither this Lease nor any of the
         Eligible Moneys have been pledged or hypothecated in any manner or for
         any purpose other than as provided in the Indenture as security for the
         payment of the Bonds.

         Section 2.02   No Representation or Warranty by Issuer as to
Project. The Issuer makes no representation or warranty concerning the
suitability of the Project for the purpose for which it is being undertaken by
the Tenant. The Issuer has not made any independent investigation as to the
feasibility of the Project or creditworthiness of the Tenant. Any bond
purchaser, assignee of this Lease or any other party with any interest in this
transaction, must make its own independent investigation as to the
creditworthiness of the Tenant and feasibility of the Project, independent of
any representation or warranties of the Issuer.

         Section 2.03   Representations by the Tenant. The Tenant represents
and warrants to the Issuer and the Trustee as follows:

                  (a) Organization and Authority. The Tenant (1) is a Delaware
         limited liability company and is authorized to conduct its businesses
         in Kansas as presently conducted and contemplated under the Financing
         Documents, (2) has lawful power and authority to enter into, execute
         and deliver this Lease and the Bond Purchase Agreement required to be
         executed and delivered by it in connection with the issuance of the
         Bonds and to perform its obligations hereunder and thereunder, and (3)
         by all necessary action has been duly authorized to execute and deliver
         this Lease and the Bond Purchase Agreement, and any other documents
         required to be executed and delivered by it in connection with the
         issuance of the Bonds, acting by and through its duly authorized
         officers.

                  (b) No Defaults or Violations of Law. The execution and
         delivery of Financing Documents by the Tenant will not conflict with or
         result in a breach of any of the terms of, or constitute a default
         under, or create any lien, charge or encumbrance upon any property of
         the Tenant under the provisions of any indenture, mortgage, deed of
         trust, lease or other agreement or instrument to which the Tenant is a
         party or by which it or any of its property is bound or its certificate
         of incorporation, bylaws, or any of the rules or regulations of any
         court or other governmental body applicable to the Tenant or its
         property. No event has occurred and no condition exists with respect to
         the Tenant that would constitute an "event of default" under any of the
         Financing Documents to which the Tenant is a party, or which, with the
         lapse of time or with the giving of notice or both, would reasonably be
         expected to become such an "event of default." The Tenant is not in
         violation in any material respect of its organization documents or any
         agreement or other instrument to which it is a party or by which it may
         be bound.

                  (c) Licenses, Permits and Approvals. The Tenant is duly
         authorized and has all necessary licenses and permits which can be
         obtained as of the date hereof to occupy and operate the Project under
         the laws and regulations of the United States, the State and the
         departments, agencies and political subdivisions thereof, and the
         Tenant has obtained or will obtain all requisite approvals of federal,
         state and local governmental bodies necessary for the acquisition,
         construction and equipping of the Project. The Project is in all
         material respects in compliance with all applicable federal, state and
         local zoning, subdivision, environmental, pollution control and other
         laws, rules and regulations, except where the violation thereof would
         not reasonably be expected to materially and adversely affect the
         properties, business, prospects, profits or conditions (financial or
         otherwise) of the Tenant, and except for any thereof the validity of
         which the Tenant is contesting in good faith by appropriate
         proceedings.

                                       5

                  (d) Absence of Litigation. No litigation, proceedings or
         investigations are pending or, to the knowledge of the Tenant,
         threatened against the Tenant at law or in equity before any court,
         tribunal, governmental authority or arbitration board seeking to
         restrain, enjoin or in any way limit the approval or issuance and
         delivery of the Bonds, the Financing Documents to which the Tenant is a
         party, or which challenges the corporate existence or powers of the
         Tenant to enter into and carry out the transactions contemplated by
         this Lease or any other Financing Documents to which it is a party, or
         wherein an unfavorable determination could reasonably be expected to
         materially and adversely affect the validity or enforceability of the
         Bonds, this Lease, or any other Issuer Document to which the Tenant is
         a party or its ability to perform its obligations thereunder.

                  (e) Governmental Consent. Neither the Tenant nor any of its
         business or properties, nor any relationship between the Tenant and any
         other person, nor any circumstances in connection with the execution,
         delivery and performance by the Tenant of the Financing Documents to
         which the Tenant is a party, or the offer, issue, sale or delivery by
         the Issuer of the Bonds in the manner contemplated by the Bond Purchase
         Agreement, is such as to require the consent, approval or authorization
         of, or the filing, registration or qualification with, any governmental
         authority on the part of the Tenant other than those obtained as of the
         Issue Date of the Bonds; provided, however, that no representation is
         made as to any consents, approvals or authorizations required in
         connection with the construction or occupancy of the Project.

                  (f) Compliance with Law. To its knowledge, the Tenant is not
         in violation in any material respect of any laws, ordinances,
         governmental rules or regulations to which it is subject relating to
         the Project and has not failed to obtain any licenses, permits,
         franchises or other governmental authorizations relating thereto, and
         reasonably necessary to the ownership of its properties or to the
         conduct of its business, which violation or failure to obtain might
         reasonably be expected to materially and adversely affect the
         properties, business, prospects, profits or conditions (financial or
         otherwise) of the Tenant, except for any thereof the validity of which
         the Tenant is contesting in good faith by appropriate proceedings.

                  (g) Restrictions on Tenant. The Tenant is not a party to any
         contract or agreement that materially and adversely affects the
         Project. By entering into those of the Financing Documents to which the
         Tenant is a party, the Tenant has not committed a material violation of
         any contract or agreement that restricts the right or ability of the
         Tenant to incur or guarantee indebtedness for borrowed money.

                  (h) Inducement. The issuance of the Bonds by the Issuer and
         the expenditure of the proceeds thereof to acquire, construct and equip
         the Project for lease to the Tenant have induced the Tenant to locate
         and to expand the Project within the corporate limits of the Issuer.
         The issuance of the Bonds by the Issuer to enable the Tenant to
         acquire, construct and equip the Project will assist the Tenant in
         continuing to provide continued employment and industry within the
         environs of the Issuer.

                  (i) Location of Project. The project is located within the
         incorporated territory of the City of Dodge City, Kansas.

                  (j) Use of Proceeds. The proceeds from the sale of the Bonds
         will be used only for payment of Project Costs authorized and permitted
         by the Act.

         Section 2.04 No Purchase of Bonds by Issuer or Tenant. Except for
purchases to retire Bonds and purchases pursuant to Sections 3.01 and 3.04 of
the Indenture, the Issuer and the Tenant agree that they will not purchase any
Segregated Series Bonds, directly or indirectly.

                                       6

         Section 2.05 Survival of Representations. All representations of the
Issuer and the Tenant contained in this Lease or in any certificate or other
instrument delivered by the Issuer and the Tenant pursuant to this Lease, the
Indenture, or any other Financing Document, or in connection with the
transactions contemplated thereby, shall survive the execution and delivery
thereof and the issuance, sale and delivery of the Bonds, as representations of
facts existing as of the date of execution and delivery of the instruments
containing such representations.


                                  ARTICLE III

       ISSUANCE OF THE BONDS; ACQUISITION, CONSTRUCTION, INSTALLATION AND
                            FINANCING OF THE PROJECT

         Section 3.01 Issuance of the Bonds. The Issuer shall issue the
Bonds for the purposes and upon the terms and conditions provided in this Lease
and in the Indenture.

         Section 3.02 Agreement to Acquire, Construct and Complete the Project;
Use of Proceeds. As of the Issue Date of the Bonds, the Tenant shall have
conveyed to the Issuer title to the Land and the buildings, improvements,
machinery and equipment located thereon on the Bonds' Issue Date, subject to
Permitted Encumbrances, and the Tenant as agent of the Issuer shall cause the
acquisition, construction, installation and equipping of the remainder of the
Project as described in Schedule I to the Indenture to be completed with
reasonable dispatch. The Tenant agrees to obtain all licenses, permits and
consents required for the acquisition, construction and installation of the
Project, and the Issuer shall have no responsibility therefor.

         The Tenant shall comply with all of the provisions and shall perform
all obligations of the Tenant set forth in the Indenture with respect to the
completion of the Project. The Tenant will not take any action or fail to take
any action which would reasonably be expected to adversely affect the
qualification of the Project under the Act.

         The Tenant shall provide, from its own funds, all moneys necessary to
complete the Project. Bonds will be issued in the principal amount so advanced
by the Tenant, up to a maximum of $120,000,000. The Tenant agrees that if
Project Costs exceed $120,000,000, Tenant shall pay such costs pursuant to the
provisions of this Section, but shall not be entitled to the issuance of
additional Bonds or to any reimbursement therefor from the Issuer or the Trustee
nor shall it be entitled to any abatement, diminution or postponement of its
payments hereunder.

         In addition, the Tenant agrees to pay the costs of issuance of the
Bonds by paying any or all of such costs directly or by depositing the same with
the Trustee. Any monies so deposited with the Trustee shall be disbursed by the
Trustee in accordance with written instructions from the Tenant.

         The payment of Project Costs by the Tenant shall be evidenced by a
certificate in the terms set forth in Exhibit B to the Indenture, signed by the
Authorized Tenant Representative and delivered to the Trustee. Absent manifest
error, the certifications of the Tenant by each such certificate shall be
conclusive as to the amount spent, and other information therein. The completion
of the Project shall be evidenced to the Trustee by a certificate in the form
set forth in Exhibit C to the Indenture, signed by the Authorized Tenant
Representative, delivered to the Trustee within 90 days of the date of
completion of the Project.

         Section 3.03 Project Documents. The Tenant shall procure and maintain
in its files and available for inspection by the Issuer, the Trustee or, if the
Letter of Credit is in effect, the Bank, upon

                                       7

request, copies of all required licenses, permits and approvals required or
necessary for the acquisition, construction, installation and equipping of the
Project from any governmental agency as may be necessary for such work, at such
time as such documents become available and, except with respect to licenses and
permits not then required, in any event by the time work is commenced on the
portion of the Project to which they relate.

         Section 3.04 Changes to the Project. The Tenant may make, authorize or
permit such changes to the Project as it may reasonably determine to be
necessary or desirable; provided, however, that no such change shall be made to
the Project that would cause a material change in the scope, nature, or function
of the Project, unless the Tenant shall file with the Trustee:

                  (a) a certificate of the Authorized Tenant Representative to
         the effect that the Project will, after such change, continue to
         constitute facilities authorized and permitted to be financed under the
         Act, and such change will not result in any property of the Tenant
         being used for any purpose prohibited by this Lease or otherwise result
         in the Tenant failing to comply with any provisions of this Lease; and

                  (b) if at the time any Segregated Series of Bonds are
         outstanding, an opinion of Bond Counsel to the effect that such change
         shall be permitted by the Act and shall not impair the exclusion of
         interest on any of the Segregated Series Bonds from gross income of the
         owners thereof for federal income tax purposes.

         If any change would render materially inaccurate the description of the
Project in Schedule I to the Indenture, there shall be delivered to the Trustee
a revised Schedule I containing a description of the Project that reflects the
change in the Project, the accuracy of which shall have been certified by a
certificate of the Authorized Tenant Representative.

         Section 3.05 [Reserved.]

         Section 3.06 Kansas Retailers' Sales Tax. The parties have entered into
this Lease in contemplation that, under the existing provisions of K.S.A.
79-3606(d) and other applicable laws, sales of tangible personal property or
services purchased in connection with construction of the Project are entitled
to exemption from the tax imposed by the Kansas Retailers' Sales Tax Act. The
Issuer has obtained from the State and will allow the Tenant to furnish to the
contractors and suppliers an exemption certificate for the construction of the
Project. The Tenant covenants that such sales tax exemption shall be used only
in connection with the purchase of tangible personal property or services
becoming a part of the Project.

         Section 3.07 Limitation of Issuer's Liability. ANYTHING CONTAINED IN
THIS LEASE TO THE CONTRARY NOTWITHSTANDING, ANY OBLIGATION THE ISSUER MAY INCUR
IN CONNECTION WITH THE UNDERTAKING OF THE PROJECT FOR THE PAYMENT OF MONEY SHALL
NOT BE DEEMED TO CONSTITUTE A DEBT OR GENERAL OBLIGATION OF THE ISSUER, THE
STATE OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE
REVENUES AND RECEIPTS DERIVED BY IT FROM THIS LEASE AND THE LETTER OF CREDIT,
INCLUDING PAYMENTS MADE PURSUANT TO THE LETTER OF CREDIT. NO PROVISION IN THIS
LEASE OR ANY OBLIGATION HEREIN IMPOSED UPON THE ISSUER, OR THE BREACH THEREOF,
SHALL CONSTITUTE OR GIVE RISE TO OR IMPOSE UPON THE ISSUER, THE STATE OR ANY
POLITICAL SUBDIVISION THEREOF A PECUNIARY LIABILITY OR A CHARGE UPON ITS GENERAL
CREDIT OR TAXING POWERS. NO OFFICER OR MEMBER OF THE GOVERNING BODY OF THE
ISSUER SHALL BE PERSONALLY LIABLE ON THIS LEASE.

                                       8

         Section 3.08 Disclaimer of Warranties. The Tenant recognizes that since
the Project has been or will be acquired, constructed and equipped by the Tenant
and by contractors and suppliers selected by the Tenant, THE ISSUER DOES NOT
MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS
SUITABILITY FOR THE PURPOSES OF THE TENANT.


                                   ARTICLE IV

                    LEASE OF THE PROJECT; PAYMENT PROVISIONS

         Section 4.01 Transfer of Title to the Land and the Project; Project
Contracts. Prior to or concurrently with the issuance of the Bonds, the
Tenant will convey the Land and the buildings and improvements located thereon
to the Issuer, subject and subordinate to the Permitted Encumbrances, together
with a bill of sale transferring to the Issuer title, subject and subordinate to
the Permitted Encumbrances, to such portions of the Project constituting
personal property as are then completed, installed or in progress. Concurrently
with the delivery of the bill of sale, the Tenant shall also make provision for
the discharge of any liens or encumbrances (other than unfiled mechanic's liens
for work in progress) incurred by it in connection with the construction,
installation or development of the Project, other than Permitted Encumbrances.
The Project itself is not pledged to secure payment of the Bonds within the
meaning of the Act. The Issuer acknowledges that even though the Issuer will be
vested with ownership of the Project as a result of its authorization,
validation, sale, or issuance of the Bonds to finance the cost of the
acquisition, construction, equipping, or installation of the Project, the only
security for the Bonds will be Lease Payments, the moneys deposited in the funds
and accounts created under the Indenture, and, to the extent applicable, the
Letter of Credit. At the time of delivery of the Certificate of Completion to
the Trustee, the Tenant will also deliver a supplemental bill of sale,
transferring title to all of its remaining right, title and interest in the
Project as completed to the Issuer.

         Prior to the delivery of this Lease, the Tenant has entered into one or
more Project Contracts. Prior to the delivery hereof, certain work has been
performed on the Project pursuant to said Project Contracts or otherwise. The
Issuer hereby designates the Tenant as Issuer's agent for the purpose of
performing the Project Contracts and overseeing, directing, supervising and
monitoring the design, construction and equipping of the Project. 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 Project
to be acquired, constructed and/or completed in accordance with the Project
Contracts. The Tenant will cause the construction and/or acquisition of the
Project to be in accordance with said Project Contracts. The Tenant shall have
sole management and control of the Project. Any and all amounts received by
Issuer, Trustee or the Tenant from any of the contractors or other suppliers by
way of breach of contract, refunds or adjustments shall be retained or delivered
to the Tenant.

         Section 4.02 Granting of Leasehold Estate; Basic Term. As of the Issue
Date of the Bonds, the Issuer hereby rents, leases, and lets the Project to the
Tenant, and the Tenant hereby rents, leases, and hires the Project from the
Issuer, for the rentals and upon and subject to the terms and conditions herein
contained, for the Basic Term. The Basic Term may be extended for the Additional
Term as set forth in Article XI of this Lease.

         Section 4.03 Lease Payments. The Tenant shall pay the following Lease
Payments to provide for payment of the interest on and principal of, and
redemption premium, if any, on the Bonds, directly to


                                       9

the Trustee, in immediately available funds, for deposit in the Bond Fund, on
the following dates, and otherwise as set out below:

                  (a) Bond Fund--Interest: On or before 11:00 a.m., Central
         time, on each Interest Payment Date or any other date that any payment
         of interest is required to be made in respect of the Bonds pursuant to
         the Indenture, an amount which is, together with any other moneys
         available for such purpose in the Bond Fund other than Available
         Moneys, not less than the interest to become due on all Outstanding
         Bonds on such Interest Payment Date or other date that interest is due.

                  (b) Bond Fund--Principal: On or before 11:00 a.m., Central
         time, on each principal payment date on the Bonds (whether at maturity
         or upon mandatory sinking fund redemption or acceleration or
         otherwise), an amount which, together with any other moneys available
         for such purpose in the Bond Fund, is not less than the principal due
         on the Bonds on the next principal payment date by maturity, mandatory
         sinking fund redemption, acceleration or otherwise.

                  (c) Bond Fund--Redemption: On or before the date required by
         this Lease or the Indenture, the amount required to redeem Bonds then
         Outstanding if the Tenant exercises its right to redeem Bonds under any
         provision of the Indenture or if any Bonds are required to be redeemed
         (other than pursuant to mandatory sinking fund redemption provisions)
         under any provision of the Indenture.

         The Tenant shall receive a credit against its obligations to make the
Lease Payments under this Section and the obligation of the Tenant to make any
such payment hereunder shall be deemed satisfied and discharged to the extent of
the corresponding payment made by the Bank to the Trustee under the Letter of
Credit; provided, however, that to the extent such payment is not made under the
Letter of Credit, the Tenant is obligated to make full payment.

         If the Tenant fails to make any of the payments required in this
Section, the item or installment so in default shall continue as an obligation
of the Tenant until the amount in default shall have been fully paid, and the
Tenant agrees to pay the same with interest thereon from the date when such
payment was due until paid in full, at the rate of interest borne by the Bonds.

         Section 4.04 Additional Payments. The Tenant shall make the following
additional payments to the following Persons:

                  (a) Issuer Fees. The Tenant shall pay to the Issuer all
         reasonable expenses, including reasonable attorneys fees, incurred by
         the Issuer in relation to the Bonds and the transactions contemplated
         by this Lease, the Indenture and any of the Financing Documents,
         including costs and expenses to enforce the provisions of this Lease,
         and the reasonable fees of its counsel.

                  (b) Trustee Fees and Professional Fees. The Tenant shall pay
         to the Trustee and any authenticating agents, registrars, paying
         agents, counsel, accountants and other Persons when due, all reasonable
         fees, charges and expenses of such Persons for services rendered under
         the Indenture and under any of the Financing Documents and expenses
         incurred in the performance of such services under the Indenture and
         any of the Financing Documents for which such Persons are entitled to
         payment or reimbursement, including expenses of compliance with the Tax
         Agreement.

                  (c) Purchase Price of Tendered Bonds. The Tenant shall pay to
         the Trustee, at the times and in the amounts and manner therein
         specified, the amounts required in order to purchase

                                       10

         any Bonds tendered for purchase pursuant to the Indenture; provided,
         however, that the amounts required to be paid by the Tenant under this
         paragraph shall be reduced by the amounts made available for such
         purpose from the proceeds of the remarketing of such Bonds by the
         Remarketing Agent deposited in the Bond Fund or through payments by
         the Bank under the Letter of Credit deposited in the Bond Fund under
         Section 6.03 of the Indenture. The Tenant authorizes and directs the
         Trustee to demand money under the Letter of Credit in accordance with
         the provisions of the Reimbursement Agreement and the Indenture to the
         extent necessary for the purchase of Bonds pursuant to the Indenture.
         The Tenant authorizes and directs the Trustee to apply the payments
         made by the Tenant under this paragraph to the payment of the purchase
         price of Bonds.

                  (d) Advances By Trustee. The Tenant shall pay to the Trustee,
         the amount of all advances of funds made by the Trustee under the
         provisions of this Lease or the Indenture, with interest thereon at the
         prime rate announced from time to time by the Trustee.

                  (f) Costs of Enforcement. In the event the Tenant defaults
         under any of the provisions of this Lease and the Trustee employs
         attorneys or incurs other fees, charges and expenses for the collection
         of required payments or the enforcement of performance or observance of
         any obligation or agreement on the part of the Tenant contained in this
         Lease, the Tenant on demand therefor shall pay to the Trustee the
         reasonable fees of such attorneys and such other reasonable fees,
         charges and expenses so incurred by the Trustee. The Tenant also shall
         pay, and shall indemnify the Issuer and the Trustee from and against,
         all costs, expenses and charges, including reasonable counsel fees (to
         the extent permitted by law), incurred for the collection of payments
         due or for the enforcement or performance or observance of any covenant
         or agreement of the Tenant under this Lease, the Indenture or any other
         Financing Document.

                  (g) Other Amounts Payable. The Tenant shall pay to the Person
         or Persons entitled thereto, any other amounts which the Tenant has
         agreed to pay under this Lease, including all costs of issuance of the
         Bonds, or which the Tenant is required to pay under the Indenture.

         Section 4.05 Prepayment of Lease Payments. The Tenant shall have and is
granted the option to prepay from time to time the amounts payable under this
Lease in sums sufficient to redeem or to pay or cause to be paid all or part of
the Bonds in accordance with the provisions of the Indenture. Upon written
notice and direction by the Tenant to the Trustee to redeem Bonds subject to
optional redemption under the Indenture, the Trustee shall forthwith take all
steps (other than the payment of the money required for such redemption)
necessary under the applicable redemption provisions of the Indenture to effect
redemption of all or part of the then Outstanding Bonds, as may be specified by
the Tenant, on the date established for such redemption. Whenever any Bonds
shall have been called for optional redemption under any provision of the
Indenture, the Tenant shall deposit with the Trustee moneys in such amounts and
at such times required to redeem such Bonds, including the principal, redemption
premium, if any, and accrued interest thereon to the redemption date. The Tenant
further agrees that in the event the payment of principal of and interest on the
Bonds is accelerated upon the occurrence of an event of default under this
Lease, all Lease Payments payable for the remainder of the term of this Lease
shall be accelerated and prepayment shall be made on the Bonds in such amounts.
Any such prepayments shall be deposited in the Bond Fund, and applied by the
Trustee in accordance with the provisions of the Indenture.

         Section 4.06 Obligations Absolute and Unconditional. The obligations of
the Tenant under this Lease are absolute and unconditional obligations of the
Tenant, and the full faith and credit of the Tenant is pledged to the payment of
all amounts due and payable by the Tenant under this Lease. The Tenant shall pay
all such amounts due and payable under this Lease using any and all available
resources



                                       11

of the Tenant, as necessary. The Tenant shall pay all Lease Payments and other
payments due under this Lease and perform its obligations, covenants and
agreements under this Lease, without notice or demand, and without abatement,
deduction, set-off, counterclaim, recoupment, discrimination or defense or any
right of termination or cancellation arising from any circumstances whatsoever,
including, without limiting the generality of the foregoing, failure of the
Tenant to complete the acquisition, construction, improving and equipping of the
Project, the occurrence of any acts or circumstances that may constitute failure
of consideration, eviction or constructive eviction, destruction of or damage to
the Project, the taking by eminent domain of title to or temporary use of any or
all of the Project, commercial frustration of purpose, any change in the tax or
other laws of the United States of America or of the State or any political
subdivision of either thereof or any failure of the Issuer or the Trustee to
perform and observe any agreement, whether express or implied, or any duty,
liability or obligation arising out of or connected with this Lease, and
regardless of the invalidity of any portion of this Lease. To the extent
permitted by law, the Tenant 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. Nothing in this Lease shall be construed as a release of the Issuer
from its obligations hereunder or waiver by the Tenant of any rights or claims
the Tenant may have against the Issuer or the Trustee under this Lease or
otherwise, but any recovery upon such rights or claims shall be had from the
Issuer and the Trustee separately, it being the intent of this Lease that the
Tenant shall be absolutely and unconditionally obligated to perform fully all of
its obligations, agreements and covenants under this Lease for the benefit of
the owners of the Bonds.

         Section 4.07 Assignment of Issuer's Rights. Under the Indenture, the
Issuer has pledged, assigned, transferred in trust and granted a security
interest to the Trustee in all of the Issuer's rights, title and interest under
this Lease (except for the Unassigned Issuer's Rights) as security for the
Bonds, and such rights, title and interest may be exercised, protected and
enforced for or on behalf of the owners of the Bonds in conformity with this
Lease and the Indenture. The Trustee is hereby given the right to enforce, as
assignee of the Issuer, the performance of the obligations of the Tenant under
this Lease, and the Tenant hereby consents to the same and agrees that the
Trustee may enforce such rights as provided in this Lease and in the Indenture.
This Lease recognizes that the Trustee is a third party creditor-beneficiary of
this Lease.

         Section 4.08   All Right, Title and Interest of the Issuer in the
Project Subject and Subordinate to the Existing Mortgage, the Existing Security
Agreement, the Existing Fixture Filings and the Existing Collateral Assignment
of Lease. The Issuer and the Tenant hereby acknowledge and agree that title to
the Land and the Project has been conveyed to the Issuer, and the Land and the
Project are hereby leased to Tenant, subject and subordinate to the Existing
Mortgage, the Existing Security Agreement, the Existing Fixture Filings, the
Existing Collateral Assignment of Lease and all financing statements related
thereto. The Issuer and the Tenant hereby represent, warrant and agree that the
priority of the Existing Mortgage, the Existing Security Agreement, the Existing
Fixture Filings, the Existing Collateral Assignment of Lease and all related
financing statements shall hereinafter be deemed first, prior and senior, for
all purposes, to any interest which the Issuer may now or hereafter have in the
Land and Project and any interest which the Tenant may now or hereafter have in
the Land and the Project pursuant to this Lease. The Issuer and the Tenant
hereby agree that they will not contest the validity, perfection, priority or
enforceability of the Existing Mortgage, the Existing Security Agreement, the
Existing Fixture Filings, the Existing Collateral Assignment of Lease and the
related financing statements. The Issuer and the Tenant further hereby
acknowledge and agree that notwithstanding the date, manner or order of
recording, filing or perfection of the liens, security interests, assignments or
other encumbrances under any of the Existing Mortgage, the Existing Security
Agreement, the Existing Fixture Filings, the Existing Collateral Assignment of
Lease and any related financing statements, or any provision of the Uniform
Commercial Code of any jurisdiction or any other statute, law or decision
governing or affecting

                                       12

the priority of any mortgage, deed of trust, lien, security interest, assignment
or encumbrance or other right or interest with respect to real or personal
property, the Existing Mortgage, the Existing Security Agreement, the Existing
Fixture Filings, the Existing Collateral Assignment of Lease and all related
financing statements shall at all times rank first and senior in priority to any
judgment, claim, lien, security interest, encumbrance or other interest that the
Issuer now has or hereafter acquires in or to the Land and the Project or that
the Tenant now has or hereafter acquires in the Land or the Project pursuant to
this Lease, as if all debts, liabilities and obligations secured by the Existing
Mortgage, the Existing Security Agreement, the Existing Fixture Filings, the
Existing Collateral Assignment of Lease and all related financing statements had
been fully funded and were outstanding and the Existing Mortgage, the Existing
Security Agreement, the Existing Fixture Filings, the Existing Collateral
Assignment of Lease and all financing statements related thereto had been duly
filed, recorded and placed of record in the appropriate recording office prior
to recording or execution and delivery of any deed, bill of sale or other
conveyance conveying title to the Land and the Project to the Issuer and prior
to the recording of this Lease, regardless of the actual date of recording or
filing of the Existing Mortgage, the Existing Security Agreement, the Existing
Fixture Filings, the Existing Collateral Assignment of Lease and all financing
statements related thereto.

         The Issuer hereby acknowledges and agrees that, without notice to or
consent by the Issuer, CoBank, ACB or any of its successors or assigns (and any
other lender (or affiliate thereof) from time to time party to any credit
facility agented by CoBank, ACB, or its successors or assigns) may amend,
modify, restate or supplement any term, condition or provision of the Existing
Mortgage, the Existing Security Agreement, the Existing Fixture Filings, the
Existing Collateral Assignment of Lease, any financing statements related
thereto, any credit agreement, any note and/or any other loan document now or
hereafter related to any of the foregoing. Without limiting the generality of
the foregoing, CoBank, ACB or any of its successors or assigns (and any other
lender (or affiliate thereof) from time to time party to any credit facility
agented by CoBank, ACB, or its successors or assigns) may, at any time and from
time to time, without the consent of or notice to the Issuer and without
incurring responsibility to Issuer or impairing or releasing any of its rights
under the Existing Mortgage, the Existing Security Agreement, the Existing
Fixture Filings, the Existing Collateral Assignment of Lease, any financing
statements related thereto, any credit agreement, any note and/or any other loan
document now or hereafter related to any of the foregoing: (a) increase or
reduce the principal amount of any debts, liabilities or other obligations
thereunder or change the interest rates or change the amounts of payments or
extend the time for payments or renew or otherwise alter in any manner the
terms, conditions and provisions of the Existing Mortgage, the Existing Security
Agreement, the Existing Fixture Filings, the Existing Collateral Assignment of
Lease, any financing statements related thereto, any agreement, any note and/or
any other document or instrument now or hereafter related to any of the
foregoing; (b) sell, exchange, release or otherwise deal with any property at
any time securing payment of any debts, liabilities or other obligations
thereunder or any part thereof; (c) release anyone liable in any manner for the
payment or collection of any debts, liabilities, or other obligations thereunder
or any part thereof; (d) exercise or refrain from exercising any right against
the Tenant or any other person or entity; and (e) apply any sums received, by
whomsoever paid and however realized, to any debts, liabilities, or other
obligations thereunder in such manner as CoBank, ACB, or its successor or
assigns, shall deem appropriate.

         At the request of CoBank, ACB, or its successors or assigns, the Issuer
shall execute and deliver to CoBank, ACB, or its successors or assigns, such
further documents or agreements as CoBank, ACB, or its successors or assigns,
shall reasonably request to evidence the subordination of all right, title and
interest of the Issuer in and to the Land and the Project to the Existing
Mortgage, the Existing Security Agreement, the Existing Fixture Filings, the
Existing Collateral Assignment of Lease and all financing statements related
thereto.

                                       13

                                   ARTICLE V

                  VARIABLE RATE CONVERSION AND LETTER OF CREDIT

         Section 5.01 Tenant Elections. Tenant has the absolute right, at its
election, to exercise a Variable Rate Conversion and a Fixed Rate Conversion
under the Indenture and that, upon such election, the Issuer will execute all
documents reasonably required to accommodate that Variable Rate Conversion and,
if the election is a Tax Exempt Conversion, all documents reasonably required to
apply for tax exempt bonding allocation.

         Section 5.02   The Letter of Credit. The Tenant shall cause the Bank
to deliver a Letter of Credit to the Trustee simultaneously with any Variable
Rate Conversion Date, and hereby authorizes and directs the Trustee thereafter,
while the Letter of Credit is in effect, to draw moneys under the Letter of
Credit in accordance with the provisions of the Indenture to the extent
necessary to make any payments of principal and purchase price of, and interest
on, Bonds bearing interest at a Variable Rate, as and when the same become due.
The Letter of Credit delivered to the Trustee simultaneously with the Variable
Rate Conversion Date shall constitute an irrevocable obligation of the Bank to
pay to the Trustee, upon request and in accordance with the terms thereof, up to
an amount equal to the sum of (i) the principal amount of the Bonds then
outstanding plus (ii) an amount equal to interest for 109 days on the principal
amount of each Bond then outstanding at the Maximum Rate. The Tenant shall cause
the Letter of Credit to be continuously maintained in full force and effect
(except when not required pursuant to Article VI of the Indenture) in an amount
equal to the principal amount of the Outstanding Bonds bearing interest at a
Variable Rate plus required interest coverage thereon, until all of such Bonds
have been paid in full or their payment provided for in accordance with the
Indenture.

         Unless the Tenant has elected, after conversion of some or all of the
Bonds to a Variable Rate, to convert all of such Bonds to a Fixed Interest Rate
and such Bonds will not be secured by a Letter of Credit after the Second
Conversion Date, after furnishing a Letter of Credit the Tenant will exercise
its best efforts to extend the term of the Letter of Credit the in effect or to
cause an Alternate Letter of Credit to be delivered by the Bank to the Trustee
not less than 30 days prior to the termination date of the Letter of Credit then
in effect pursuant to the provisions of the Indenture.

         Section 5.03 Alternate Letter of Credit. Subject to the conditions set
forth in the Indenture, the Tenant may provide for the delivery to the Trustee
of an Alternate Letter of Credit in accordance with the provisions of the
Indenture. The Tenant shall furnish written notice to the Trustee, as described
in the Indenture, notifying the Trustee of the Tenant's intention to exercise
its option to provide for the delivery of an Alternate Letter of Credit to the
Trustee and instructing the Trustee to furnish notice to the owners of Bonds
regarding the proposed delivery of the Alternate Letter of Credit, as set forth
in the Indenture.

         If at any time there shall have been delivered to the Trustee an
Alternate Letter of Credit, together with the other documents and opinions
required by the Indenture, then the Trustee shall accept such Alternate Letter
of Credit and promptly surrender the previously held Letter of Credit to the
issuer thereof for cancellation, in accordance with the terms of such Letter of
Credit. If at any time there shall cease to be any Bonds Outstanding under the
Indenture, or upon a Second Conversion Date if the Bonds will not thereafter be
secured by a Letter of Credit, the Trustee shall promptly surrender the Letter
of Credit to the issuer thereof, in accordance with the terms of such Letter of
Credit, for cancellation. The Trustee shall comply with the procedures set forth
in the Letter of Credit relating to the termination thereof.

         Section 5.04 Rights of Bank. The provisions in this Lease relating to
the Bank shall apply for so long as Bonds are Outstanding and a Letter of Credit
remains in effect with respect to some or all of

                                       14

them, and the Bank is not insolvent and is not in default of its payment
obligations under the Letter of Credit, unless any such provision is waived by
the Bank or modified by agreement between the Bank and the Tenant. Anything
contained in this Lease, the Indenture or the Bonds to the contrary
notwithstanding, the existence of all rights given to the Bank under this Lease
and the Indenture with respect to the giving of consents or approvals or the
direction of proceedings are expressly conditioned upon its timely and full
performance of a Letter of Credit. Any such rights shall not apply at any time
that the Bank wrongfully fails to make any payment under the Letter of Credit
which failure has not been cured; provided, that this Lease shall not in any way
limit or affect the rights of the Bank as a owner of Bonds, as subrogee of an
owner of Bonds or as assignee of an owner of Bonds or to otherwise be reimbursed
and indemnified for its costs and expenses and other payment on or in connection
with the Bonds or the Letter of Credit either by operation of law or at equity
or by contract. The rights, if any, given to the Bank hereunder shall be further
subject to the provisions of Article VI of the Indenture, and shall not apply to
any provisions of this Lease affecting only Bonds not secured by a Letter of
Credit.

         Section 5.05 Limitation on Rights of the Bank. Notwithstanding any
provision of this Lease to the contrary, no consent of or notice to the Bank
shall be required under any provision of this Lease nor shall the Bank have any
right to consent to, direct or control any actions, restrictions, rights,
remedies, waivers or acceleration pursuant to any provision of this Lease during
any time which:

                  (a) the Bank has wrongfully failed to honor a properly
         presented draw made under and in strict compliance with the terms of
         the Letter of Credit which failure has not been cured; or

                  (b) a Letter of Credit is not in effect and no amounts are due
         and payable by the Tenant to the Bank under the Reimbursement
         Agreement.

         Section 5.06 Payments by Bank. The Bank shall, to the extent of any
payments made by it pursuant to the Letter of Credit, be subrogated to all
rights of the Issuer or its assigns (including, without limitation, the Trustee)
as to all obligations of the Tenant with respect to which such payments shall be
made by the Bank, but, so long as any of the Bonds remain Outstanding under the
terms of the Indenture, such right of subrogation on the part of the Bank shall
be in all respects subordinate to all rights and claims of the Issuer for all
payments which are then due and payable under the Indenture or otherwise arising
under this Lease, the Indenture or the Bonds. The Trustee will, upon request,
execute and deliver any instrument reasonably requested by the Bank to evidence
such subrogation and the Trustee shall assign to the Bank its rights in any
obligations of the Tenant with respect to which payment of the entire principal
balance and accrued interest thereon shall be made by the Bank.

         Section 5.07 Tenant Purchase of Bonds. So long as the Letter of Credit
or any Alternate Letter of Credit is in effect, the Trustee will not purchase
Bonds with any moneys provided by the Tenant, except as required by Section
4.04(c) hereof.


                                   ARTICLE VI

                        GENERAL COVENANTS AND PROVISIONS

         Section 6.01 Maintenance of Existence. Except as otherwise
expressly provided in this Lease, the Tenant shall (1) preserve and keep in full
force and effect its separate legal existence, and (2) remain qualified to do
business and conduct its affairs in each jurisdiction where ownership of its
property or the conduct of its business or affairs requires such qualification,
except where failure to qualify would not be reasonably expected to have a
material adverse effect on the Tenant.

                                       15

         Section 6.02 Possession, Maintenance and Use of Project.

                  (a) The Issuer covenants and agrees that, as long as no event
         of default under this Lease shall have occurred, the Tenant shall have
         sole and exclusive possession of the Project (subject to the Issuer's,
         the Bank's and the Trustee's right of access pursuant to Section 6.17
         hereof) and shall and may peaceably and quietly have, hold, and enjoy
         the Project during the Lease Term. The Issuer covenants and agrees that
         it will not take any action, other than pursuant to Article VII of this
         Lease, to prevent the Tenant from having quiet and peaceable possession
         and enjoyment of the Project during the Lease Term and will, at the
         request and expense of the Tenant, defend the Tenant's enjoyment and
         possession thereof against all parties.

                  (b) The Tenant shall cause the Project to be maintained,
         preserved and kept in good repair and working order and condition and
         in as safe condition as its operations will reasonably permit and shall
         make all repairs, renewals, replacements and improvements thereof
         reasonably necessary for the efficient conduct of its business and
         operations. Nothing in this Section shall obligate the Tenant to
         preserve, repair, renew or replace any part of the Project no longer
         used or no longer useful in the conduct of its business, or prevent the
         Tenant from discontinuing the operation of any of its property or from
         removing any equipment or demolishing any building or buildings, if in
         its judgment (evidenced, in the case of such a cessation other than in
         the ordinary course of business, by a determination by its governing
         board) such discontinuance is desirable in the conduct of its business.
         The Tenant may make additions, alterations and changes to the Project
         so long as such additions, alterations and changes are made in
         compliance with the provisions of this Lease and will not result in a
         violation of the provisions of this Lease, and the Tenant may dispose
         of any part of the Project as permitted by this Lease. The Tenant may
         remove any part of the Project from the Project site(s) for the purpose
         of making repairs. The Tenant may remove, sell or otherwise dispose of
         any equipment constituting a part of the Project as long as it replaces
         such removed equipment with equipment performing the same or a similar
         function (unless such equipment is removed or disposed of as otherwise
         permitted in this section). In the case of a substitution, the Tenant
         will notify the Trustee and the Bank, if applicable, of the description
         of the equipment so substituted or disposed of. Subject to the
         provisions of this Article, the Tenant shall have the right to use the
         Project for any purpose allowed or not prohibited by law and
         contemplated by the Act. Except as provided in this Lease, the Issuer
         reserves no power or authority with respect to the operation of the
         Project by the Tenant and activities incident thereto, it being the
         intention of the parties to this Lease that so long as the Tenant shall
         duly and faithfully observe and perform all of the terms, covenants,
         provisions and agreements of this Lease, the Tenant shall manage,
         administer and govern the Project in its activities and affairs on a
         continuing day-to-day basis.

         Section 6.03 Compliance With Laws and Regulations. The Tenant shall
conduct its affairs and carry on its business and operations relating to the
Project in such manner as to comply in all material respects with any and all
applicable laws of the United States of America and the several states thereof
and to observe and conform to all valid orders, regulations or requirements of
any governmental authority applicable to the conduct of its business and
operations and the ownership of its property, including without limitation
environmental laws, orders, rules or regulations; provided, however, that
nothing contained in this Lease shall require the Tenant to comply with, observe
and conform to any such law, order, regulation or requirement of any
governmental authority so long as the validity thereof shall be contested by the
Tenant in good faith by appropriate proceedings or where a failure to comply
will not have a material adverse effect on the Tenant.

         Section 6.04 Payment of Taxes and Other Charges. Except as to any
property for which a property tax exemption has been approved, the Tenant shall
pay or cause to be paid before they become

                                       16

delinquent all taxes, assessments and other governmental charges lawfully levied
or assessed or imposed upon the Tenant or its property or any part thereof or
upon any income therefrom; provided, however, that the Tenant shall not be
required to pay and discharge or cause to be paid and discharged any such tax,
assessment or governmental charge to the extent that the amount, applicability
or validity thereof shall currently be contested in good faith by appropriate
proceedings and, if required by generally accepted accounting principles, the
Tenant shall have established and shall maintain adequate reserves on its books
for the payment of the same.

         Section 6.05 Licenses and Permits. The Tenant shall not do or permit
others under its control to do any work in or in connection with the Project or
related to any repair, rebuilding, restoration, replacement, alteration of or
addition to the Project, 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 in all material respects 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;
provided, however, that nothing contained in this Lease shall require the Tenant
to comply with, observe and conform to any such law, ordinance, regulation or
requirement of any governmental authority so long as the validity thereof shall
be contested by the Tenant in good faith by appropriate proceedings or where a
failure to comply will not have a material adverse effect on the Tenant.

         The Tenant shall procure and maintain all licenses, permits and
approvals necessary in the operation of the Project which the governing board of
the Tenant determines are appropriate; provided, however, that the Tenant shall
not be required to procure or maintain in effect any permit or license that the
governing board of the Tenant determines in good faith, is not in the best
interests of the Tenant and is no longer necessary in the conduct of its
business.

         Section 6.06 Mechanic's Liens; Contest of Liens. The Tenant shall not
do or suffer anything to be done whereby the Project, or any part thereof, may
be encumbered by any mechanic's or other similar lien and if, whenever and so
often as any mechanic's or other similar lien is filed against the Project, or
any part thereof, the Tenant shall discharge the same of record within 30 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's or similar liens for any such labor, services or
materials shall attach to or affect the estate of the Issuer in and to the
Project, or any part thereof. The Tenant, notwithstanding the above, shall have
the right to contest any such mechanic's or other similar lien if within said
30-day period stated above it (i) notifies Issuer and Trustee in writing of its
intention so to do, and if requested by the Issuer, 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 reasonably
connected with said asserted lien and the contest thereof, and (ii) diligently
prosecutes such contest, at all times effectively staying or preventing any
official or judicial sale of the Project or any part thereof or interest
therein, under execution or otherwise, and (iii) promptly pays or otherwise
satisfies any final judgment adjudging or enforcing such contested lien claim
and thereafter promptly procures record release or satisfaction thereof.

         Section 6.07 General Indemnity. The Tenant shall pay and indemnify and
save the Issuer and the Trustee and their respective members, directors,
officers, employees and agents harmless from and against all loss, liability,
damage or expense arising out of the issuance of the Bonds and the execution of
this Lease and the other Financing Documents, including, but not limited to,
claims for loss or damage to any property or injury to or death of any person,
asserted by or on behalf of any person,

                                       17

firm, corporation or governmental authority arising out of or reasonably
connected with the Project, or the conditions, occupancy, use, possession,
conduct or management of, or any work done in or about, the Project. The Tenant
shall also pay and indemnify and save the Issuer and the Trustee and their
respective members, directors, officers, employees and agents harmless of, from
and against, all costs, reasonable counsel fees (to the extent permitted by
law), expenses and liabilities incurred by them in any action or proceeding
brought by reason of any claim, demand, expense, penalty, fine or judgment. If
any action or proceeding is brought against the Issuer or the Trustee or their
respective members, directors, officers, employees or agents by reason of any
such claim or demand, the Tenant, upon notice from the Issuer or the Trustee,
covenants to defend such action or proceeding on demand of the Issuer or the
Trustee or their respective members, directors, officers, employees or agents.
The Tenant shall also pay and indemnify the Issuer and the Trustee from and
against, all costs, expenses and charges, including reasonable counsel fees (to
the extent permitted by law), incurred after default of the Tenant in enforcing
any covenant or agreement of the Tenant contained in this Lease, the Indenture
or any other Financing Documents.

         Notwithstanding the foregoing, the Tenant shall have no obligation or
liability to indemnify the Issuer or the Trustee or their respective members,
directors, officers, employees and agents against claims or liability for
damages caused by or resulting from the negligence, willful misconduct or breach
of contract of such indemnitee or any member, director, officer, employee or
agent thereof.

         Section 6.08 Environmental Provisions.

                  (a) The Tenant hereby covenants that it will not cause or
         permit any Hazardous Materials (as defined herein) to be placed, held,
         located or disposed of, on, under or at the Land or the Project, other
         than in the ordinary course of business and in compliance with all
         applicable Environmental Laws.

                  (b) In furtherance and not in limitation of any indemnity
         elsewhere provided to the Issuer hereunder and in the Indenture, the
         Tenant hereby agrees to indemnify and hold harmless the Issuer, the
         Trustee and the holders of the Bonds from time to time from and against
         any and all losses, liabilities, including strict liability, damages,
         injuries, expenses, including reasonable attorneys' fees, costs of any
         settlement or judgment, costs of investigation, consultants, testing,
         sampling, cleanup, or defense, and claims of any and every kind paid,
         incurred or suffered, with respect to, or as a direct or indirect
         result of, the actual or alleged presence on or under, or the escape,
         seepage, leakage, spillage, discharge, emission, discharging or release
         from the Land or the Project of any Hazardous Substance (including,
         without limitation, any losses, liabilities, reasonable attorneys'
         fees, costs of any settlement or judgment or claims asserted or arising
         under any federal, state or local Environmental Law or so-called
         "Superfund" or "Super lien" law, or any other applicable Environmental
         Law, rule, regulation, order or decree regulating, relating to or
         imposing liability, including strict liability, or standard of conduct
         concerning, any Hazardous Substance) regardless of whether or not
         caused by or within the control of the Tenant.

                  (c) If the Tenant receives any notice of (1) the happening of
         any event involving the use, other than in the ordinary course of
         business and in compliance with all applicable Environmental Laws,
         spill, release, leak, seepage, discharge or cleanup of any Hazardous
         Substance on the Land or the Project or in connection with the Tenant's
         operations thereon or (2) any complaint, order, citation or notice with
         regard to air emissions, water discharges or any other environmental,
         health or safety matter affecting the Tenant (an "Environmental
         Complaint") from any person (including, without limitation, the United
         States Environmental Protection Agency (the "EPA"), and the Kansas
         Department of Health and Environment ("KDHE") then the Tenant shall
         immediately notify the Issuer and the Trustee in writing. With respect
         to any such notice that relates to a condition or conditions on the
         Project site, the Tenant shall promptly initiate action to

                                       18

         remediate the conditions cited in the notice, and shall diligently
         pursue such remediation at its expense to the satisfaction of the city
         authority.

                 (d) If the Tenant fails to initiate action to remediate as
         required in subsection (c) of this Section, or otherwise fails to
         discharge its obligations under this Section 6.08, the Issuer shall
         have the right, but not the obligation, and without limitation of the
         Issuer's other rights under this Lease, to enter the Project or to take
         such actions as it may deem necessary or advisable to inspect, clean
         up, remove, resolve or minimize the impact of, or to otherwise deal
         with, any Hazardous Substance or Environmental Complaint following
         receipt of any notice asserting the existence on the Project of any
         Hazardous Substance or an Environmental Complaint pertaining to the
         Project or any part thereof which, if true, could result in an order,
         suit or other action against the Tenant and/or which, in the reasonable
         judgment of the Issuer, could jeopardize its interests under this
         Lease. All reasonable costs and expenses incurred by the Issuer in the
         exercise of any such rights shall be payable by the Tenant as
         Additional Rent on demand, and if not so paid, shall bear interest
         until paid at the average rate of interest on the Bonds plus 200 basis
         points.

                  (e) The Tenant shall not install nor permit to be installed in
         the Project friable asbestos or any substance containing asbestos and
         deemed hazardous by Environmental Law applicable to the Project and
         respecting such material, and with respect to any such material
         currently present in the Project, shall promptly either (1) remove any
         material which such applicable regulations deem hazardous and require
         to be removed or (2) otherwise comply with such applicable
         Environmental Law, at the Tenant's expense. If the Tenant shall fail to
         so remove or otherwise comply, the Issuer may declare an Event of
         Default and/or do whatever is necessary to eliminate said substances
         from the Project or otherwise comply with the applicable Environmental
         Law or order, and the costs thereof shall be payable by the Tenant on
         demand, and if not so paid, shall bear interest until paid at the
         average rate of interest on the Bonds plus 200 basis points. The Tenant
         shall defend, indemnify, and save the Issuer, the Trustee and the
         holders of the Bonds harmless from all costs and expenses (including
         consequential damages) asserted or proven against the Tenant, or
         incurred to comply with such regulations.

                  (f) The provisions of this Section 6.08 shall survive the
         termination of this Lease or exercise of the Tenant's option to
         purchase the Project, except with respect to obligations which arise
         solely and exclusively as a result of the use, spill, release, leak,
         seepage or discharge of Hazardous Materials on the Land or the Project
         after the Project is no longer occupied by the Tenant.

         Section 6.09 Insurance. The Tenant shall maintain insurance coverage,
through responsible and reputable insurance carriers or self-insurance or other
alternative risk management programs, with respect to the Project and the
Tenant's operations with respect to the Project, covering such risks that are of
an insurable nature and of a character customarily insured against by business
operating similar properties and engaged in similar operations (including but
not limited to property and casualty, general liability, business interruption,
worker's compensation and employee dishonesty) and in such amounts as, in its
judgment, are adequate to protect the Project, the Tenant and its operations
with respect to the Project. To the extent the Tenant is required to carry
insurance by the Reimbursement Agreement, the provisions of the Reimbursement
Agreement shall govern as to risks insured, amounts of coverage and payment of
losses.

         Section 6.10 Financial and Other Information. So long as any of the
Bonds are Outstanding, and are owned by any Registered Owner other than the
Tenant, the Tenant shall furnish or cause to be furnished to the Trustee the
following information:

                                       19

                  (a) No later than January 30 of each year, a certificate of
         the Authorized Tenant Representative stating that no event which
         constitutes an Event of Default hereunder or which with the giving of
         notice or the passage of time or both would constitute an Event of
         Default has occurred and is continuing as of the end of the Tenant's
         most recently completed fiscal year, or specifying the nature of such
         event and the actions taken and proposed to be taken by the Tenant to
         cure such default.

                  (b) Upon an event of default under Section 9.01 of the
         Indenture and continuing until such event of default has been cured,
         copies of its complete financial statements for the previous five years
         (including balance sheets, statements of revenues and expenses,
         statements of cash flow or such other schedules as are required by
         generally accepted accounting principles), copies of all financial
         statements issued by the Tenant and other financial information
         reasonably requested by the Trustee and all relevant regular or
         periodic reports which the Tenant may be required to file with any
         federal or state department, bureau, commission or agency and which are
         otherwise available for public inspection at such department, bureau,
         commission or agency. The requirements of this subsection (b) shall be
         deemed complied with as to any Bonds payable from a Letter of Credit
         upon compliance by the Tenant with the financial information reporting
         requirements of the Reimbursement Agreement.

         Section 6.11 Consolidation, Merger, Conveyance or Transfer of Property.
Except during any period during which all the Bonds are owned by the Tenant, the
Tenant shall not consolidate with or merge into any other Person or convey or
transfer its property substantially as an entirety to any Person, and unless the
following conditions are met:

                  (a) such merger, consolidation, conveyance or transfer is on
         such terms as shall fully preserve the lien and security of the
         Indenture and the rights and powers of the Trustee and the owners of
         the Bonds under the Indenture and this Lease;

                  (b) the Person formed by such consolidation or into which the
         Tenant is merged or the Person which acquires by conveyance or transfer
         the Tenant's property substantially as an entirety is a corporation or
         other legal entity organized and existing under the laws of the United
         States of America or any state thereof, is authorized to conduct
         business in the State, and shall execute and deliver to the Trustee a
         written instrument in form reasonably satisfactory to the Trustee,
         containing an assumption by such successor of the due and punctual
         payment of all payment obligations under this Lease and the performance
         and observance of every covenant and condition of this Lease to be
         performed or observed by the Tenant;

                  (c) the Trustee receives a certificate of the Authorized
         Tenant Representative stating that, immediately after giving effect to
         such transaction, (1) no event of default hereunder shall have occurred
         and be continuing (unless an event of default has occurred in which
         case the event of default shall be described and be accompanied by a
         written waiver of such event of default by the Bank); and (2) the
         successor or transferee shall possess such permits, licenses and
         approvals to operate such property as may be required if it is to
         operate such property; and

                  (d) the Trustee and the Issuer receive an opinion of counsel
         to the effect that (1) such consolidation, merger, conveyance or
         transfer complies with this Section and all conditions precedent herein
         provided for relating to such transaction have been complied with; and
         (2) the successor or transferee which is the surviving entity is liable
         for all Lease Payments and Additional Payments, as if the Lease were
         originally made with such Person.

                                       20

         Upon any consolidation or merger or any conveyance or transfer of the
Tenant's property substantially as an entirety in accordance with this Section,
the successor corporation or other entity formed by such consolidation or into
which the Tenant is merged or to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Tenant under this Lease with the same effect as if such successor
corporation or other entity had been named as the Tenant herein.

         Section 6.12 Continuing Disclosure. As initially issued, the Bonds are
exempt from the disclosure requirements of Rule 15c2-12 (the "Rule") promulgated
by the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended, and neither the Tenant nor the Issuer is under any
obligation under the Rule to provide or cause to be provided any annual
financial information, operating data or notices of certain material events with
respect to the Bonds. In the event such exemption from the Rule no longer
applies, the Tenant will provide or cause to be provided, in accordance with the
requirements of the Rule (i) certain annual financial information and operating
data, if customarily prepared and publicly available, and (ii) timely notice of
the occurrence of certain material events with respect to the Bonds, and will
take all other actions as are necessary and appropriate to comply with and carry
out the continuing disclosure requirements of the Rule.

         Section 6.13 Assignment by the Tenant. Except for assignments which
constitute a Permitted Encumbrance and except for further assignments by the
Tenant in favor of CoBank, ACB, its successors and assigns, the Tenant shall not
assign this Lease, as a whole or in part, without the prior written consent of
the Bank and the Issuer, and, unless such assignment is pursuant to a merger,
consolidation or transfer of the Tenant's property substantially as an entirety
permitted under (or not prohibited by) this Lease, the following conditions are
met:

                  (a) Such assignment of this Lease shall not relieve the Tenant
         from primary liability for any of its obligations under this Lease, and
         in the event of any such assignment, the Tenant shall continue to
         remain primarily liable for payment of the amounts specified in this
         Lease and the performance and observance of the other agreements to be
         performed and observed by the Tenant under this Lease to the same
         extent as though no assignment had been made.

                  (b) The assignee shall assume the obligations of the Tenant
         under this Lease to the extent of the interest assigned.

                  (c) The Tenant shall give prior written notice of such
         assignment to the Issuer, the Trustee and, if the Letter of Credit is
         in effect, the Bank, and within 30 days after the delivery thereof,
         shall furnish or cause to be furnished to the Issuer, the Trustee and,
         if the Letter of Credit is in effect, the Bank a true and complete copy
         of each assignment and assumption of obligations.

         Section 6.14 Covenants under Financing Documents. The Tenant shall
perform or cause to be performed all covenants and agreements required on the
part of the Tenant under the Financing Documents, and shall deliver to the
Trustee all reports, opinions and other documents required by the Financing
Documents to be submitted by the Tenant to the Trustee at the times required by
all Financing Documents.

         Section 6.15 Depreciation and Investment Tax Credit. The Issuer agrees
that any depreciation or investment tax credit with respect to the Project or
any part thereof shall be made available to the Tenant, and the Issuer will
fully cooperate with the Tenant in any effort by the Tenant to avail itself of
any such depreciation or investment tax credit.

                                       21

         Section 6.16 Ad Valorem Taxes. 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) could receive exemption from ad valorem 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 will, at the Tenant's request, with information furnished by
Tenant and Trustee, make all necessary filings regarding the application for
such ad valorem tax exemption promptly after January 1 in the year immediately
after the year in which such Bonds were issued, but in any event on or before
March 1 in such year, and will renew said application from time to time and take
any other action as may be necessary to maintain such ad valorem tax exemption
in full force and effect for the maximum period of 10 years, in accordance with
K.S.A. 79-201a, 79-210 et seq. and the requirements of the State Board of Tax
Appeals. If it becomes necessary to litigate the issue of availability or
applicability of the ad valorem tax exemption, 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 Payments.

         Section 6.17 Access to the Project and Inspection; Operation of the
Project. The Issuer and the Trustee shall have the right, at all reasonable
times upon the furnishing of reasonable notice under the circumstances, to enter
upon the Project and to examine and inspect the Project. The Tenant will
execute, acknowledge and deliver all such further documents and do all such
other acts and things as may be necessary to grant to the Issuer and the Trustee
such right of entry. The Issuer and the Trustee shall also be permitted, at all
reasonable times upon reasonable notice under the circumstances, to examine the
books and records of the Tenant with respect to the Project and the obligations
of the Tenant hereunder.

         Section 6.18 Agreement of Issuer Not to Assign or Pledge the Project;
Certain Modifications and Amendments to the Indenture.

                  (a) Except for the assignment and pledge of the Trust Estate
         in the Indenture, and the Assignment of the Issuer's rights to the
         Trustee, the Issuer agrees, unless required by the terms of any of the
         Permitted Encumbrances, that it will not attempt to further assign,
         pledge, transfer or convey its interest in or create any assignment,
         pledge, lien, charge or encumbrance of any form or nature with respect
         to any of the property, moneys, securities and rights granted by the
         Issuer to the Trustee under the Granting Clauses of the Indenture, and

                  (b) The Issuer agrees, unless required by the terms of any of
         the Permitted Encumbrances, that it will not consent to modifications
         or amendments to the Indenture without the prior written consent of the
         Tenant if the effect of such modification or amendment could adversely
         impact the Tenant.

         Section 6.19 Alteration of Project. The Tenant shall have and is hereby
given the right, at its sole cost and expense, to make such changes and
alterations in and to any part of the Project as the Tenant from time to time
may deem necessary or advisable without consent of the Issuer or the Trustee.
All changes and alterations made by the Tenant pursuant to the authority of this
Article shall (a) be made in a workmanlike manner and in material compliance
with all laws and ordinances applicable thereto, (b) when commenced, be
prosecuted to completion with due diligence, and (c) when completed, shall be
deemed a part of the Project; provided, however, that additions of machinery,
equipment and/or personal property of the Tenant, not purchased or acquired from
proceeds of the Bonds and not constituting a part of the Project shall remain
the separate property of the Tenant and may be removed by the Tenant at any
time; provided further, however, that all such additional machinery, equipment
and/or personal property which remains in the Project 90 days after the
termination of this Lease for any cause other than the purchase of the Project
pursuant to Article X hereof shall thereupon become the separate and absolute
property of Issuer.

                                       22

         Section 6.20 Additions to Project. The Tenant shall have and is hereby
given the right, at its sole cost and expense, to construct on the Project
site(s) or within areas occupied by the Project, or in airspace above the
Project, 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) to make any repairs and restorations required to
repair any damage to the Project because of the construction of, addition to,
alteration or removal of, said additional buildings or improvements, (b) to keep
and maintain said additional buildings and improvements in good condition and
repair, ordinary wear and tear excepted, and (c) to promptly and with due
diligence either raze and remove from the Project site(s), 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 90 days after the
termination of this Lease for any cause other than the purchase of the Project
pursuant to Article X hereof shall thereupon become the separate and absolute
property of Issuer; provided, however, the Tenant shall have the right, prior to
or within 90 days after the termination of this Lease, to remove from or about
the Project 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 Project.

         Section 6.21 Utilities. All utilities and utility services used by the
Tenant in, on or about the Project shall be contracted for by the Tenant in the
Tenant'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. Any refunds of charges for utility services will be prorated based on
possession.


                                  ARTICLE VII

                              DEFAULT AND REMEDIES

         Section 7.01 Events of Default. The term "event of default,"
wherever used in this Lease, means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                  (a) default in the payment of any Lease Payment required by
         Section 4.03 hereof when the same becomes due and payable (whether at
         maturity, upon proceedings for redemption, by acceleration or
         otherwise); or

                  (b) default in the payment of the purchase price of tendered
         Bonds required by Section 4.04(c) hereof; or

                  (c) default in the performance, or breach, of any covenant or
         agreement of the Tenant in this Lease (other than a covenant or
         agreement a default in the performance or breach of which is
         specifically dealt with elsewhere in this Section), and continuance of
         such default or breach for a period of 90 days after there has been
         given to the Tenant by the Issuer or the Trustee or to the Tenant and
         the Trustee by the owners of at least 25% in principal amount of the
         Bonds Outstanding, a written notice specifying such default or breach
         and requiring it to be remedied; provided, that if such default cannot
         be fully remedied within such 90-day period, but can reasonably be
         expected to be fully remedied, such default shall not constitute an
         event of default


                                       23

         if the Tenant shall promptly upon receipt of such notice commence the
         curing of such default and shall thereafter prosecute and complete the
         same with due diligence and dispatch; or

                 (d) any representation or warranty made by the Tenant in this
         Lease or in any written statement or certificate furnished to the
         Issuer or the Trustee or the purchaser of any Bond in connection with
         the sale of any Bond or furnished by the Tenant pursuant to this Lease
         proves untrue in any material respect as of the date of the issuance or
         making thereof and shall not be corrected or brought into compliance
         within 90 days after there has been given to the Tenant by the Issuer
         or the Trustee or to the Tenant and the Trustee by the owners of at
         least 25% in principal amount of the Bonds Outstanding, a written
         notice specifying such default or breach and requiring it to be
         remedied; provided, that if such default cannot be fully remedied
         within such 90-day period, but can reasonably be expected to be fully
         remedied, such default shall not constitute an event of default if the
         Tenant shall promptly upon receipt of such notice commence the curing
         of such default and shall thereafter prosecute and complete the same
         with due diligence and dispatch; or

                  (e) the entry of a decree or order by a court having
         jurisdiction in the premises for relief in respect of the Tenant, or
         adjudging the Tenant a bankrupt or insolvent, or approving as properly
         filed a petition seeking reorganization, adjustment or composition of
         or in respect of the Tenant under the United States Bankruptcy Code or
         any other applicable federal or state law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator (or other similar
         official) of or for the Tenant or any substantial part of its property,
         or ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order remains unstayed and in effect
         for a period of 90 consecutive days; or

                  (f) the commencement by the Tenant of a voluntary case, or the
         institution by the Tenant of proceedings to be adjudicated a bankrupt
         or insolvent, or the consent by it to the Tenant of bankruptcy or
         insolvency proceedings against it, or the filing by it of a petition or
         answer or consent seeking reorganization, arrangement or relief under
         the United States Bankruptcy Code or any other applicable federal or
         state law, or the consent or acquiescence by it to the filing of any
         such petition or the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator (or
         other similar official) of the Tenant or any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability or its
         failure to pay its debts generally as they become due, or the taking of
         corporate action by the Tenant in furtherance of any such action.

         Promptly after the chief executive officer or chief financial officer
of the Tenant may reasonably be deemed to have knowledge of a default hereunder,
the Tenant will deliver to the Trustee a written notice specifying the nature
and period of existence thereof and the action the Tenant is taking and proposes
to take with respect thereto.

         Section 7.02 Acceleration of Maturity; Rescission and Annulment.
Subject to the rights of the Bank under Section 5.04 and Section 7.03 hereof, if
an Event of Default under this Lease occurs and is continuing, the Trustee, as
assignee of the Issuer, may, and if requested by the owners of not less than 25%
in principal amount of the Bonds Outstanding shall, by written notice to the
Tenant and the Issuer, declare all Lease Payments for the remainder of the Lease
Term to be due and payable, together with interest on overdue payments of
principal and redemption premium, if any, and, to the extent permitted by law,
interest, at the rate or rates of interest specified in the Bonds, without
presentment, demand or protest, all of which are expressly waived, and upon any
such declaration, such amounts shall become immediately due and payable.


                                       24

         At any time after such a declaration of acceleration has been made, but
before any judgment or decree for payment of money due under this Lease has been
obtained by the Trustee as hereinafter in this Article provided, the Trustee
may, by written notice to the Tenant, rescind and annul such declaration and its
consequences if

                  (a) the Tenant has deposited with the Trustee a sum sufficient to pay

                           (1) all Lease Payments which have become due
                  otherwise than by such declaration of acceleration and
                  interest thereon at the rate or rates prescribed therefor in
                  the Bonds, and

                           (2) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (b) all Events of Default, other than the non-payment of Lease
         Payments which have become due solely by such declaration of
         acceleration, have been cured or have been waived as provided in
         Section 7.07 of this Lease.

         No such rescission and annulment shall affect any subsequent default or
impair any right consequent thereon.

         Section 7.03 Exercise of Remedies by the Trustee. Subject to the rights
of the Bank under Section 5.04 and Section 7.03(d) hereof, upon the occurrence
and continuance of any event of default under this Lease, unless the same is
waived as provided in this Lease, the Trustee, as assignee of the Issuer,
subject to any restrictions thereon contained in any of the Permitted
Encumbrances, shall have the following rights and remedies, in addition to any
other rights and remedies provided under this Lease or by law:

                  (a) Right to Bring Suit, Etc. The Trustee may pursue any
         available remedy at law or in equity by suit, action, mandamus or other
         proceeding to enforce the payment of Lease Payments, including interest
         on overdue principal (and premium, if any) and on overdue installments
         of interest, and any other sums due under this Lease, to enforce and
         compel the performance of the duties and obligations of the Tenant as
         set forth in this Lease and to enforce or preserve any other rights or
         interests of the Trustee under this Lease existing at law or in equity.

                  (b) Relet the Project. Without terminating this Lease, the
         Trustee may reenter the Project, or take possession thereof pursuant to
         legal proceedings or pursuant to any notice provided for by law, and
         having elected to reenter or take possession of the Project without
         terminating this Lease, the Trustee shall use reasonable diligence to
         relet the Project, or parts thereof, for such term or terms and at such
         rental and upon such other terms and conditions as the Issuer or the
         Trustee may deem advisable, with the right to make alterations and
         repairs to the Project, and no such reentry or taking of possession of
         the Project by the Trustee shall be construed as an election on the
         Issuer's part to terminate this Lease, and no such reentry or taking of
         possession by the Trustee shall relieve the Tenant of its obligation to
         pay Lease Payments (at the time or times provided herein), or of any of
         its other obligations under this Lease, all of which shall survive such
         reentry or taking of possession, and the Tenant shall continue to be
         absolutely liable for all Lease Payments provided for in this Lease
         until the end of the Lease Term, whether or not the Project shall have
         been relet, less the net proceeds, if any, of any reletting of the
         Project after deducting all of the Trustee's reasonable expenses in or
         in connection with such reletting, including without limitation all
         repossession costs, brokerage commissions, legal expenses,

                                       25

         expenses of employees, alteration costs and expenses of preparation
         for reletting. Said net proceeds of any reletting shall be deposited
         in the Bond Fund.

                  Having elected to reenter or take possession of the Project
         without terminating this Lease, the Issuer or the Trustee may, by
         notice to the Tenant and the Bank (if a Letter of Credit is in effect)
         given at any time thereafter while the Tenant is in default in the
         payment of Lease Payments or in the performance of any other obligation
         under this Lease, elect to terminate this Lease on a date to be
         specified in such notice, which date shall be not earlier than 30 days
         after reentry, and if all defaults shall not have then been cured, on
         the date so specified, this Lease shall thereupon be terminated and no
         such termination shall relieve the Tenant of its obligations under this
         Lease. If in accordance with any of the foregoing provisions of this
         Article the Issuer shall have the right to elect to reenter and take
         possession of the Project, the Trustee may enter and expel the Tenant
         and those claiming by, through or under the Tenant and remove the
         property and effects of both or either (forcibly if necessary) without
         being guilty of any manner of trespass and without prejudice to any
         remedies for arrears of rent or preceding breach of covenant. The
         Trustee may take whatever action at law or in equity which may appear
         necessary or desirable to collect Lease Payments then due and
         thereafter to become due, or to enforce performance and observance of
         any obligation, agreement or covenant of the Tenant under this Lease.

                  (c) Exercise of Remedies at Direction of Owners of Bonds. If
         requested in writing to do so by the owners of not less than 25% in
         principal amount of Bonds Outstanding and if indemnified as provided in
         the Indenture, the Trustee shall be obligated to exercise such one or
         more of the rights and remedies conferred by this Article as the
         Trustee shall deem most expedient in the interests of the owners of
         Bonds.

                  (d) Restoration of Positions. If the Trustee has instituted
         any proceeding to enforce any right or remedy under this Lease by suit,
         foreclosure, the appointment of a receiver, or otherwise, and such
         proceeding has been discontinued or abandoned for any reason, or has
         been determined adversely to the Trustee, then and in every case the
         Issuer, the Tenant, the Trustee, the Bank and the owners of Bonds
         shall, subject to any determination in such proceeding, be restored to
         their former positions and rights hereunder, and thereafter all rights
         and remedies of the Trustee shall continue as though no such proceeding
         had been instituted.

                  Any provision herein to the contrary notwithstanding, unless
         an event of default described in Section 9.01 of the Indenture shall
         have occurred and be continuing, the Trustee, as assignee of the
         Issuer, shall exercise the remedies provided for hereunder only if and
         as directed in writing by the Bank (if a Letter of Credit is in effect)
         and shall not waive any event of default without the prior written
         consent of the Bank (if a Letter of Credit is in effect); provided that
         such direction shall not be otherwise than in accordance with the
         provisions of law and of this Lease and the Indenture.

         Section 7.04 Application of Moneys Collected. Any moneys collected by
the Trustee pursuant to this Article (after the deductions for payment of costs
and expenses of proceedings resulting in the collection of such moneys) together
with any other sums then held by the Trustee as part of the Trust Estate, shall
be applied as provided in the Indenture and, in case of the distribution of such
money on account of principal (or premium, if any) or interest on the Bonds,
shall be credited against amounts due under this Lease.

         Section 7.05 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and

                                       26

remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 7.06 Delay or Omission Not Waiver. No delay or omission of the
Trustee to exercise any right or remedy accruing upon an event of default shall
impair any such right or remedy or constitute a waiver of any such event of
default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the owner of Bonds may be exercised from time to
time and as often as may be deemed expedient by the Trustee.

         Section 7.07 Waiver of Past Defaults. Subject to the provisions of
Section 5.04 and Section 7.03 hereof, before any judgment or decree for payment
of money due has been obtained by the Trustee as provided in this Article, the
owners of a majority in principal amount of the Bonds Outstanding may, by
written notice delivered to the Trustee and the Tenant, on behalf of the owners
of all the Bonds waive any past default hereunder and its consequences, except a
default

                  (a) in the payment of the principal of (or premium, if any) or
         interest on any Bond, or

                  (b) in respect of a covenant or provision hereof which under
         Article VII cannot be modified or amended without the consent of the
         owner of each Outstanding Bond affected.

         With respect to the defaults specified in (a) and (b), the owners of
all of the principal amount of the Bonds Outstanding, may, by written notice
delivered to the Trustee and the Tenant, waive any past default hereunder and
its consequences.

         Upon any such waiver, such default shall cease to exist, and any event
of default arising therefrom shall be deemed to have been cured, for every
purpose of this Lease; but no such waiver shall extend to or affect any
subsequent or other default or impair any right or remedy consequent thereon.

         Section 7.08 Advances by Trustee. If the Tenant fails to make any
payment or perform any of its covenants in this Lease, the Trustee may, at any
time and from time to time, use and apply any moneys held by it under the
Indenture, or make advances, to effect payment or performance of any such
covenant on behalf of the Tenant; provided that moneys drawn under the Letter of
Credit and held by the Trustee may only be used to pay principal and interest on
the Bonds. All moneys so used or advanced by the Trustee, together with interest
at the Trustee's announced prime rate per annum, shall be repaid by the Tenant
upon demand and such advances shall be secured under the Indenture prior to the
Bonds. For the repayment of all such advances the Trustee shall have the right
to use and apply any moneys at any time held by it under the Indenture but no
such use of moneys or advance shall relieve the Tenant from any default
hereunder.


                                  ARTICLE VIII

                               SUPPLEMENTAL LEASES

         Section 8.01 Supplemental Leases without Consent of Owners of Bonds.
Without the consent of the owners of any Bonds, but with the written consent of
the Bank (if a Letter of Credit is in effect) and the Trustee, the Issuer and
the Tenant may from time to time enter into one or more supplemental leases, for
any of the following purposes:


                                       27

                  (a) to more precisely identify the Project financed or
         refinanced out of the proceeds of the Bonds or the Project site(s), or
         to substitute or add additional property thereto; or

                  (b) to provide for additional Lease Payments to pay bonds
         authorized under the Indenture, but not theretofore issued; or

                  (c) to add to the conditions, limitations and restrictions on
         the authorized amount, terms or purposes of the use of proceeds of the
         Bonds, as herein set forth, additional conditions, limitations and
         restrictions thereafter to be observed; or

                  (d) to evidence the succession of another corporation to the
         Tenant and the assumption by any such successor of the covenants of the
         Tenant herein contained; or

                  (e) to add to the covenants of the Tenant or to the rights,
         powers and remedies of the Trustee for the benefit of the owners of all
         Bonds or to surrender any right or power herein conferred upon the
         Tenant; or

                  (f) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein or to make any other changes, with respect to matters or
         questions arising under this Lease, provided such action shall not, in
         the reasonable judgment of the Trustee, materially adversely affect the
         interests of the owners of the Bonds.

         Section 8.02 Supplemental Leases with Consent of Owners of Bonds. With
the written consent of the Bank (if a Letter of Credit is in effect) and the
owners of not less than a majority in principal amount of the Bonds then
Outstanding, the Issuer and the Tenant may enter into Supplemental Leases for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Lease or of modifying in any manner the rights of
the Trustee and the owners of the Bonds under this Lease; provided, however,
that no such Supplemental Lease shall, without the written consent of the Bank
(if a Letter of Credit is in effect) and the owner of each Outstanding Bond
affected thereby,

                  (a) change the dates that Lease Payments are due, or reduce
         the amounts of Lease Payments, or the coin or currency in which, Lease
         Payments are payable, or impair the right to institute suit for the
         enforcement of any such payments on or after the due date thereof (or,
         in the case of redemption, on or after the redemption date); or

                  (b) reduce the percentage in principal amount of the
         Outstanding Bonds, the consent of whose owners is required for any such
         Supplemental Lease, or the consent of whose owners is required for any
         waiver provided for in this Lease of compliance with certain provisions
         of this Lease or certain defaults hereunder and their consequences; or

                  (c) modify any of the provisions of this Section, except to
         increase any percentage provided thereby or to provide that certain
         other provisions of this Lease cannot be modified or waived without the
         consent of the owner of each Bond affected thereby.

         It shall not be necessary for the required percentage of owners of
Bonds under this Section to approve the particular form of any proposed
Supplemental Lease, but it shall be sufficient if such act shall approve the
substance thereof.

         Section 8.03 Execution of Supplemental Leases. In executing or
consenting to any Supplemental Lease permitted by this Article, the Issuer and
the Trustee shall receive, and shall be fully

                                       28

protected in relying upon, an opinion of Bond Counsel addressed to the Trustee
and the Issuer stating that the execution of such Supplemental Lease is
authorized and permitted by this Lease and the Act. The Trustee may, but shall
not be obligated to, consent to any such Supplemental Lease which affects the
Trustee's own rights, duties or immunities under this Lease or otherwise.

         Section 8.04 Effect of Supplemental Leases. Upon the execution of any
Supplemental Lease under this Article, this Lease shall be modified in
accordance therewith and such Supplemental Lease shall form a part of this Lease
for all purposes; and the Tenant, the Issuer, the Trustee, the Bank (if a Letter
of Credit is in effect), and every owner of Bonds theretofore or thereafter
authenticated and delivered under the Indenture shall be bound thereby.

         Section 8.05 Reference in Bonds to Supplemental Leases. Bonds
authenticated and delivered after the execution of any Supplemental Lease
pursuant to this Article may, and if required by the Issuer shall, bear a
notation in form approved by the Trustee as to any matter provided for in such
Supplemental Lease. If the Issuer shall so determine, new Bonds so modified as
to conform, in the opinion of the Issuer, to any such Supplemental Lease may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Bonds.


                                   ARTICLE IX

                  PREPAYMENT AND ACCELERATION OF LEASE PAYMENTS

         Section 9.01 Prepayment at the Option of the Tenant. Upon the
exercise by the Tenant of its option to cause the Bonds or any portion thereof
to be redeemed pursuant to Section 3.08(A), (B) or (C) of the Indenture, the
Tenant shall prepay Lease Payments in whole or in part at the times and at the
prepayment prices sufficient to redeem all or a corresponding portion of the
Bonds then Outstanding in accordance with said paragraph. At the written
direction of the Tenant, such prepayments shall be applied to the redemption of
the Bonds in whole or in part in accordance with said paragraph.

         Section 9.02 Optional Prepayment Upon Certain Events. Upon the
occurrence of any of the conditions or events set forth in Section 3.08(D) of
the Indenture, the Tenant shall have the option, with the prior written consent
of the Bank if such consent is required by the terms of the Indenture, to prepay
Lease Payments, in whole or in part at any time, at the time and at the
prepayment price sufficient to redeem all or a corresponding portion of the
Bonds then Outstanding in accordance with said paragraph.

         Section 9.03 Mandatory Prepayment Upon Certain Events. In the event the
Bonds are subject to mandatory redemption for any reason described in Section
3.07 of the Indenture, the Tenant shall (except to the extent Bonds are
purchased in lieu of redemption as provided in Section 3.04 of the Indenture)
prepay Lease Payments in whole at the time and at the prepayment price
sufficient to redeem all of the Bonds then Outstanding in accordance with
Section 3.07 of the Indenture. The Tenant will promptly notify the Issuer, the
Bank (if a Letter of Credit is in effect) and the Trustee in writing of the
occurrence and existence of any event or condition which could result in
mandatory prepayment under this Section.

         Section 9.04 Right to Prepay at Any Time. The Tenant shall have the
option at any time to prepay all of the Lease Payments, Additional Payments and
other amounts it is required to pay under this Lease by paying to the Trustee
all such sums as are sufficient to satisfy and discharge the Indenture and
paying or making provision for the payment of all other sums payable hereunder.

         Section 9.05 Notice of Prepayment. To exercise an option granted by
Section 9.01, Section 9.02 or Section 9.04 hereof, the Tenant shall give written
notice to the Issuer and the Trustee which shall

                                       29

specify therein the date upon which a prepayment of Lease Payments will be made,
which date shall be not less than 45 days from the date the notice is received
by the Trustee, and which shall contain the written consent of the Bank if such
prepayment is being paid in whole or in part from a draw on the Letter of
Credit, and if such consent is otherwise required by the terms of the Indenture.
In the Indenture, the Issuer has directed the Trustee to forthwith take all
steps (other than the payment of the money required to redeem the Bonds)
necessary under the applicable provisions of the Indenture to effect any
redemption of the then Outstanding Bonds, in whole or in part.

         Section 9.06 Precedence of this Article. The rights, options and
obligations of the Tenant set forth in this Article may be exercised or shall be
fulfilled, as the case may be, whether or not an event of default exists
hereunder, provided that such event of default will not result in nonfulfillment
of any condition to the exercise of any such right or option and provided
further that no amounts payable pursuant to this Lease shall be prepaid in part
during the continuance of an event of default described in Section 7.01(a) or
(b) hereof.


                                   ARTICLE X

                         OPTION TO PURCHASE THE PROJECT

         Section 10.01 Option to Purchase the Project. The Tenant shall
have, and is hereby granted, the option to purchase the Project at any time
prior to the expiration of the Lease Term upon payment in full of all Bonds then
Outstanding or provision for their payment having been made pursuant to the
Indenture. To exercise such option the Tenant (or the Bank, if acting on behalf
of the Tenant after an event of default under the Reimbursement Agreement) shall
give written notice to the Issuer and to the Trustee, if any of the Bonds shall
then be unpaid or provision for their payment shall not have been made in
accordance with the provisions of the Indenture, and shall specify therein the
date of closing such purchase, which date shall be not less than 45 nor more
than 90 days from the date such notice is mailed. The purchase price payable by
the Tenant in the event of its exercise of the option granted in this Section
shall be the sum of the following:

                  (a) the full amount which is required to provide the Issuer
         and the Trustee with funds sufficient, in accordance with the terms of
         the Indenture, to pay at maturity or to redeem and pay in full (i) the
         principal of all of the Outstanding Bonds, (ii) all interest due
         thereon to the date of maturity or redemption, which ever first occurs,
         and (iii) all costs, expenses and premiums incident to the redemption
         and payment of the Bonds in full;

                  (b) an amount of money equal to the Issuer's, Trustee's, and
         other reasonable professional fees and expenses under the Indenture and
         this Lease accrued and to accrue until such redemption of the Bonds;

                  (c) an amount of money equal to the Bank's reasonable fees and
         expenses under the Financing Documents; and

                  (d) the sum of $1,000.

         Section 10.02 Conveyance of the Project. At the closing of the purchase
of the Project pursuant to this Article, the Issuer will deliver to the Tenant
upon receipt of the purchase price the following:

                                       30

                  (a) If the Indenture shall not at the time have been satisfied
         in full, a release from the Trustee of the Project.

                  (b) A bill of sale and assignment assigning and transferring
         to the Tenant title to the Project, as it then exists, and warranting
         title to be free of all liens and encumbrances, subject to the
         following: (i) those liens and encumbrances, if any, to which title to
         the Project was subject when conveyed to the Issuer; (ii) those liens
         and encumbrances created by the Tenant or to the creation or suffering
         of which the Tenant has consented to in writing (other than the Lease
         and Indenture); (iii) those liens and encumbrances resulting from the
         failure of the Tenant to perform or observe any of the agreements on
         their part contained in this Lease; (iv) taxes and assessments, if any,
         and (v) if the Project is being condemned, the rights and title of any
         condemning authority.

         Section 10.03 Relative Position of Option and Indenture. The option
granted to the Tenant in this Article shall be and remain prior and superior to
the Indenture and may be exercised whether or not the Tenant is in default under
this Lease, provided that such default will not result in nonfulfillment of any
condition to the exercise of any such option and further provided that all
options herein granted shall terminate upon the termination of this Lease.

         Section 10.04. Option to Purchase Unimproved Portions of Land. The
Tenant shall have the option to purchase at any time and from time to time
during the Term any vacant part or vacant parts of the unimproved Land
constituting a part of the Project; provided, however, the Tenant shall furnish
the Issuer and the Trustee with a certificate of an Authorized Tenant
Representative, dated not more than thirty (30) days prior to the date of the
purchase and stating that, in the opinion of the Authorized Tenant
Representative, (a) the portion of said Land with respect to which the option is
exercised is not needed for the operation of the Project for the purposes herein
stated, (b) the purchase will not impair the usefulness or operating efficiency
or materially impair the value of the Project and will not destroy or materially
impair the means of ingress thereto and egress therefrom, and (c) the purchase
will not materially adversely affect compliance of the remaining Land and any
Improvements with applicable zoning laws or regulations. The Tenant shall
exercise this option by giving the Issuer and the Trustee written notice of the
Tenant's election to exercise its option and specifying (i) the legal
description, (ii) the date, time and place of closing, which date shall neither
be earlier than 45 days nor later than 60 days after the notice is given, and
(iii) a certificate signed by the chief executive or chief financial officer of
the Tenant stating that no event has occurred and is continuing which, with
notice or lapse of time or both, would constitute an Event of Default; provided,
however, that the Tenant may not exercise this option if there has occurred and
is continuing any event which, with notice or lapse of time or both, would
constitute an Event of Default at the time said notice is given and may not
purchase said real property on the specified closing date if any such event has
occurred and is continuing on said date unless all defaults are cured. The
option hereby given shall include the right to purchase a perpetual easement for
right-of-way to and from the public roadway and the right to purchase such land
as is necessary to assure that there will always be access between the real
property purchased pursuant to these Sections 10.04 through 10.08 and the public
roadway.

         Section 10.05. Quality of Title - Purchase Price. If said notice of
election to purchase is given as provided in Section 10.04 the Issuer shall
convey the real property described in the Tenant's notice to the Tenant on the
specified date free and clear of all liens and encumbrances except (a) Permitted
Encumbrances, (b) those to which the title was subject on the date of conveyance
to the Issuer of the Land, or to which title became subject with the Tenant's
written consent, or which resulted from any failure of the Tenant to perform any
of its covenants or obligations under this Lease, (c) taxes and assessments,
general and special, if any, and (d) the interests 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 real property described in the Tenant's notice. The
purchase price shall be $1.00 per acre.

                                       31

         Section 10.06. Closing of Purchase. If the Issuer has title to such
vacant real property free and clear of all liens and encumbrances except as
stated above or has such other title to the such real property as may be
acceptable to the Tenant, then on the specified date, the Issuer shall deliver
to the Tenant its special warranty deed, properly executed and conveying such
real property to the Tenant free and clear of all liens and encumbrances except
as stated above, and the Tenant shall pay the purchase price for such real
property, said purchase price to be paid to the Trustee for the account of the
Issuer and deposited by the Trustee in the Bond Fund and shall be used to redeem
Bonds on any date the Bonds are subject to optional redemption as provided in
the Indenture. Nothing herein shall require the Issuer to deliver its special
warranty deed 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.

         Section 10.07. Effect of Purchase on Lease. The exercise by the Tenant
of the option granted under these Sections 10.04 to 10.08 and the purchase and
sale and conveyance of a portion or portions of the Land constituting a part of
the Project pursuant hereto shall in no way whatsoever affect this Lease, and
all the terms and provisions hereof shall remain in full force and effect the
same as though no notice of election to purchase had been given, and
specifically, but not in limitation of the generality of the foregoing, exercise
of such option shall not affect, alter, diminish, reduce or abate the Tenant's
obligations to pay all Lease Payments required hereunder.

         Section 10.08. Effect of Failure to Complete Purchase. If, for any
reason whatsoever, the purchase by the Tenant of the real property described in
said notice is not effected on the specified 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.


                                   ARTICLE XI

                          TERM AND TERMINATION OF LEASE

         Section 11.01 Term of Lease. This Lease shall be effective concurrently
with the initial issuance and delivery of the Bonds and shall continue in force
and effect until the principal of, redemption premium, if any, and interest on
all of the Bonds have been fully paid (or provision for their payment shall have
been made in accordance with the Indenture), together with all sums to which the
Issuer, the Bank (if a Letter of Credit is in effect), and the Trustee are
entitled from the Tenant; provided, however, the provisions of Section 4.04 and
Section 6.07 related to payment of fees and indemnification of the Issuer and
the Trustee shall remain in full force and effect.

         Section 11.02 Termination and Discharge of Lease. If the Tenant shall
pay and discharge or provide for the payment or redemption and discharge of the
whole amount of the principal of, redemption premium, if any, and interest on
the Bonds at the time Outstanding as provided in the Indenture, or shall make
arrangements satisfactory to the Issuer and the Trustee for such payment or
redemption and discharge, and shall pay or cause to be paid all other sums
payable under this Lease (including provision for indemnities to the Issuer, the
Trustee and the owners of Bonds), then all right, title and interest of the
Issuer and the Trustee under this Lease shall thereupon cease, terminate and
become void (except as provided in Section 11.01 of this Lease), the Bonds shall
cease to be entitled to any benefit under this Lease and all covenants,
agreements and obligations of the Tenant to the Trustee and the owners of the
Bonds shall thereupon cease, terminate and become void; provided that the owners
of the Bonds shall be entitled to payment thereof at the times and in the manner
stipulated therein and in the Indenture from the sources provided for such
payment.

                                       32

         Section 11.03 Amounts Remaining in Funds. It is agreed by the parties
hereto that any amounts remaining in the Bond Fund (other than proceeds of a
draw on the Letter of Credit deposited in the Bond Fund) created under the
Indenture upon expiration or earlier termination of this Lease, after payment in
full of the Bonds (or provision for payment thereof having been made in
accordance with the provisions of the Indenture), the fees and expenses of the
Trustee in accordance with the Indenture and the fees and expenses of the Issuer
in accordance with this Lease, shall be paid to the Bank (to the extent the Bank
certifies to the Trustee that the Tenant is indebted to it on account of a draw
on the Letter of Credit or otherwise under the Reimbursement Agreement) and
otherwise shall belong to and be paid to the Tenant by the Trustee; provided,
however, moneys drawn on the Letter of Credit and deposited in the Bond Fund
shall be paid to the Bank or as otherwise provided in the Indenture, and not to
the Tenant.

         Section 11.04 Option to Extend Basic Term. 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 Issuer written notice of
its intention to exercise the option at least 30 days prior to the expiration of
the Basic Term and (b) there has not occurred a bankruptcy or payment Event of
Default which is continuing at the time the Tenant gives 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 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.

         Section 11.05 Issuer's Option to Convey Project to the Tenant. If all
Bonds Outstanding have been paid or payment has been provided for according to
the terms of the Indenture, and the Tenant has satisfied its obligations under
this Lease as contemplated by Section 11.02 of this Lease, and if the Tenant has
not exercised its option to purchase the Project as provided in this Lease or
the Tenant has not exercised the option to extend the Basic Term under Section
11.04 of this Lease, then the Issuer shall have the option, to be exercised by
its Governing Body, to convey title to the Project to the Tenant. Conveyance of
title may be made by any instrument of conveyance or assignment legally
effective to transfer title to the Project, or any part thereof, from the Issuer
to the Tenant. Such instrument or instruments of conveyance shall be delivered
on whatever conditions, if any, are imposed upon such transfer by the Issuer's
Governing Body, and such conveyance shall be deemed effective upon the delivery
to the Tenant of such instruments of conveyance and/or the recording of any such
instruments of conveyance affecting title to real estate with the Ford County
Register of Deeds, whichever comes first. If the Issuer exercises its option to
convey as set forth in this Section, then the Tenant is obligated to accept
title to the Project in whatever condition it may be at the time of the actual
conveyance, and upon the delivery and/or recording of the instruments of
conveyance as set forth in this Section, the Issuer shall have no further
interest in, or responsibility for, the Project, or any part thereof.


                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         Section 12.01 Notices. It shall be sufficient service of any notice,
request, complaint, demand or other paper required by this Lease to be given to
or filed with the Issuer, the Trustee, the Tenant or the owners of the Bonds if
the same is given or filed in the manner and at the addresses specified in the
Indenture.

         A duplicate copy of each notice, certificate or other communication
given hereunder by the Issuer, the Trustee, the Bank or the Tenant shall also be
given to each of the others. The Issuer, the

                                       33

Tenant, the Trustee, and the Bank may, by written notice given hereunder,
designate any further or different addresses to which subsequent notices,
certificates or other communications shall be sent.

         Section 12.02 Further Assurances. The Tenant will do, execute,
acknowledge and deliver such further acts, instruments, financing statements and
assurances as the Trustee may reasonably require for accomplishing the purposes
of the Indenture and this Lease.

         Section 12.03 Payments Due on Saturdays, Sundays and Holidays. If the
day for any payment due or the taking of any actions under this Lease is not a
Business Day, then such payment may be made or action taken on the next
succeeding Business Day without additional interest and with the same force and
effect as if made on the specified date for payment or the taking of such
action.

         Section 12.04 Limitation of Issuer's Liability. No agreements or
provisions contained herein nor any agreement, covenant or undertaking of the
Issuer contained in any Financing Document executed by the Issuer in connection
with the issuance, sale and delivery of the Bonds shall give rise to any
pecuniary liability of the Issuer or a general obligation of or a charge against
its general credit or shall obligate the Issuer financially in any way, except
with respect to the funds available hereunder or under the Indenture and pledged
to the payment of the Bonds, and their application as provided under the
Indenture. No failure of the Issuer to comply with any term, covenant or
agreement herein or in any Financing Document executed by the Issuer in
connection with the Bonds shall subject the Issuer to any pecuniary charge or
liability except to the extent that the same can be paid or recovered from the
funds available hereunder or under the Indenture and pledged to the payment of
the Bonds. Nothing herein shall preclude a proper party in interest from seeking
and obtaining, to the extent permitted by law, specific performance against the
Issuer for any failure to comply with any term, condition, covenant or agreement
herein or in the Indenture; provided, that no costs, expenses or other monetary
relief shall be recoverable from the Issuer except as may be payable from the
funds available hereunder or under the Indenture and pledged to the payment of
the Bonds.

         Section 12.05 Immunity of Officers, Employees and Directors of the
Issuer and the Tenant. No recourse shall be had for the payment of Lease
Payments or other amounts payable under this Lease or for any claim based
thereon or upon any representation, obligation, covenant or agreement in this
Lease contained against any past, present or future officer, stockholder,
trustee, director, employee or agent of the Issuer or the Tenant, or,
respectively, of any successor public or private corporation thereto, either
directly or through the Issuer, the Tenant, or respectively, any successor
public or private corporation thereto, under any rule of law or equity, statute
or constitution or by the enforcement of any assessment or penalty or otherwise,
and all such liability of any such officers, stockholders, trustees, directors,
employees or agents as such is hereby expressly waived and released as a
condition of and consideration for the execution of this Lease; it being
expressly agreed and understood that the Bonds, the Indenture and this Lease are
solely corporate obligations, and that no personal liability whatsoever shall
attach to, or be incurred by, any director, trustee, stockholder, officer,
employee or agent, as such, past, present or future, of the Issuer or the Tenant
or of any successor entity, either directly or through the Issuer or the Tenant,
or any successor entity, under or by reason of any of the obligations, promises
or agreements entered into between the Issuer and the Tenant whether contained
in this Lease or to be implied therefrom as being supplemental hereto or
thereto, and that all personal liability of that character against every such
director, trustee, stockholder, officer, employee or agent is, by the execution
of this Lease and the Indenture, and as a condition of, and as part of the
consideration for, the execution of this Lease and the Indenture, expressly
waived and released.

         Section 12.06 Net Lease. The parties hereto agree (a) that this Lease
shall be deemed and construed to be a "net lease", (b) that the payments of
Lease Payments are designed to provide the Issuer and the Trustee with moneys
adequate in amount to pay all principal of, redemption premium, if any, and


                                       34

interest accruing on the Bonds as the same become due and payable, (c) that to
the extent that the payments of Lease Payments are not sufficient 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 Payments, such further moneys, in cash, as
may from time to time be required for such purposes, and (d) that if after the
principal of, redemption premium, if any, and interest on the Bonds and all
costs incident to the payment of the Bonds have been paid in full the Trustee or
the Issuer holds unexpended funds received in accordance with the terms hereof,
such unexpended funds shall, after payment therefrom of all sums then due and
owing by the Tenant under the terms of this Lease, be distributed in accordance
with the Indenture.

         Section 12.07 Benefit of Lease. This Lease shall inure to the benefit
of and shall be binding upon the Issuer, the Tenant, the Trustee, the owners of
the Bonds and, if the Letter of Credit is in effect, the Bank and their
respective successors and assigns. Nothing in this Lease or in the Indenture or
the Bonds, express or implied, shall give to any Person, other than such
parties, any benefit or any legal or equitable right, remedy or claim under this
Lease.

         Section 12.08 Severability. If any provision in this Lease, the
Indenture or the Bonds shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         Section 12.09 Amendments, Changes and Modifications. Except as
otherwise provided herein or in the Indenture, subsequent to the date of
issuance and delivery of the Bonds and prior to their payment in full, this
Lease may not be effectively amended or terminated without the written consent
of the Tenant and the Bank. This Lease may be modified, altered, amended or
supplemented in accordance with the Indenture in order to obtain a rating of the
Bonds by a Rating Agency.

         Section 12.10  Captions. The captions and headings herein are for
convenience only and in no way define, limit or describe the scope or intent of
any provisions hereof.

         Section 12.11 Counterparts. This Lease may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

         Section 12.12 Governing Law. This Lease shall be governed by and
construed in accordance with the laws of the State.

                                       35

         IN WITNESS WHEREOF, the Issuer and Tenant have caused this Lease to be
executed by their duly authorized officers, as of the day and year first above
written.


[SEAL]                                   CITY OF DODGE CITY, KANSAS



                                         By:  /s/ Mark Pingsterhaus
                                            ------------------------------------
                                            Mark Pingsterhaus  (Name)
                                                  Mayor
ATTEST:


By:  /s/ Nannette Pogue
   ---------------------------------
   Nannette Pogue         (Name)
         City Clerk



                                 ACKNOWLEDGMENT

STATE OF KANSAS            )
                           )  SS:
COUNTY OF FORD             )


         This instrument was acknowledged before me on December 23rd, 2004 by
Mark Pingsterhaus, Mayor of the City of Dodge City, Kansas, a duly organized
municipal corporation of the State of Kansas.

[SEAL]
                                           /s/ Jennifer L. Gutierres
                                           ------------------------------------
                                                      Notary Public

                                               Jennifer L. Gutierres
My Appointment Expires:                    ------------------------------------
       04/18/08                            Typed or Printed Name of Notary Public
- ----------------------

                                      S-1

                                           NATIONAL BEEF PACKING COMPANY, LLC


                                           By: /s/ Jay Nielsen
                                              ---------------------------------
                                                         Jay Nielsen
                                                   Chief Financial Officer



                                 ACKNOWLEDGMENT

STATE OF MISSOURI          )
                           )  SS:
COUNTY OF JACKSON          )


         This instrument was acknowledged before me on December 29, 2004 by
Jay Nielsen, Chief Financial Officer of National Beef Packing
Company, LLC

[SEAL]
                                           /s/ Scott A. Morris
                                           ------------------------------------
                                                      Notary Public

My Appointment Expires:                    Scott A. Morris
                                           -------------------------------------
 May 27, 2007                              Typed or Printed Name of Notary Public
- ----------------------


                                      S-2

EX-10

                           CITY OF DODGE CITY, KANSAS

                                    as Issuer


                                       and


                              COMMERCE BANK, N.A.,

                                   as Trustee






                                 TRUST INDENTURE




                                    SECURING:


                                  $120,000,000
                           City of Dodge City, Kansas

                    Taxable/Convertible Variable Rate Demand
                Industrial Development Revenue Bonds, Series 2004



                  (National Beef Packing Company, LLC Project)



                          Dated as of December 1, 2004

                                 TRUST INDENTURE

                                TABLE OF CONTENTS

           (This table of contents is not part of the Trust Indenture
                   and is only for convenience of reference.)

                                                                            Page
                                                                            ----

RECITALS.......................................................................1

GRANTING CLAUSES...............................................................1


                                    ARTICLE I
                                   DEFINITIONS

Section 1.01      Definitions..................................................3
Section 1.02      Interpretations.............................................12
Section 1.03      Captions and Headings.......................................12


                                   ARTICLE II
                                    THE BONDS

Section 2.01.     Authority for and Issuance of Bonds.........................12
Section 2.02.     Interest on Bonds...........................................14
Section 2.03.     Execution...................................................14
Section 2.04.     Authentication..............................................15
Section 2.05.     Form of Bonds...............................................15
Section 2.06.     Delivery of Bonds...........................................15
Section 2.07.     Mutilated, Lost, Stolen or Destroyed Bonds..................16
Section 2.08.     Registration and Exchange of Bonds; Persons Treated as
                  Owners......................................................16
Section 2.09.     Cancellation of Bonds.......................................17
Section 2.10.     Book Entry System...........................................17
Section 2.11      Issuance of Additional Bonds................................18
Section 2.12      Delivery of Additional Bonds................................19
Section 2.13.     Temporary Bonds.............................................19


                                   ARTICLE III
                     PURCHASE OF BONDS; REDEMPTION OF BONDS

Section 3.01.     Purchase of Bonds...........................................19
Section 3.02.     Optional Tender of Bonds for Purchase.......................20
Section 3.03.     Mandatory Tender of Bonds for Purchase; Untendered Bonds....21
Section 3.04.     Purchase of Tendered Bonds..................................22
Section 3.05.     Disposition of Tendered Bonds...............................23
Section 3.06.     No Purchases or Sales After Certain Defaults................24
Section 3.07.     Mandatory Redemption of Bonds...............................24
Section 3.08.     Optional Redemption.........................................25


                                       i

                                                                            Page
                                                                            ----

Section 3.09.     Purchase of Bonds Upon Conversion to Fixed Interest Rate
                  or Upon Release of the Letter of Credit.....................26
Section 3.10.     Selection of Bonds To Be Redeemed...........................27
Section 3.11.     Notice of Redemption........................................28
Section 3.12.     No Partial Redemption After Default.........................29
Section 3.13.     Payment of Redemption Price.................................29
Section 3.14.     Partial Redemption of Bonds.................................29
Section 3.15.     Notice by Tender Agent......................................29


                                   ARTICLE IV
                          CONVERSION OF INTEREST MODES

Section 4.01.     Initial Interest Rate; Authority for and Conditions
                  to Conversion of Rate Mode..................................29
Section 4.02.     Determination of Fixed Interest Rate........................30
Section 4.03.     Replacement Bonds...........................................30
Section 4.04.     Certain Provisions No Longer Applicable.....................30
Section 4.05.     Interest on Bonds After Conversion to Fixed Interest Rate...31
Section 4.06      Conversion to Variable Rate.................................31
Section 4.07      Interest on Bonds After Conversion to Variable Rate.........32
Section 4.08.     Tax-Exempt Conversion.......................................32
Section 4.09.     Delivery of Segregated Series Bonds.........................33


                                    ARTICLE V
                                GENERAL COVENANTS

Section 5.01.     Payment of Principal, Premium, if any, and Interest.........34
Section 5.02.     Performance by Issuer of Covenants..........................34
Section 5.03.     Right to Payments Under Lease; Instruments of
                  Further Assurance...........................................34
Section 5.04.     Recordation and Other Instruments...........................35
Section 5.05.     Inspection of Project Books.................................35
Section 5.06.     List of Bondholders.........................................35
Section 5.07      Rights Under Lease..........................................35
Section 5.08.     Prohibited Activities.......................................35


                                   ARTICLE VI
                  DEPOSIT OF BOND PROCEEDS; FUNDS AND ACCOUNTS;
                           REVENUES; LETTER OF CREDIT

Section 6.01.     Source of Payment of Bonds..................................36
Section 6.02.     Bond Fund...................................................36
Section 6.03.     Payments into Bond Fund.....................................36
Section 6.04.     Use of Moneys in the Bond Fund..............................36
Section 6.05.     Custody of Bond Fund........................................36
Section 6.06.     Project Fund................................................37
Section 6.07.     Payments into Project Fund; Disbursements...................37
Section 6.08.     Letter of Credit; Alternate Letter of Credit................37


                                       ii

                                                                            Page
                                                                            ----

Section 6.09.     Completion of Project.......................................39
Section 6.10.     Non-presentment of Bonds....................................39
Section 6.11.     Moneys to be Held in Trust..................................39
Section 6.12.     Repayment to the Tenant from the Bond Fund..................39
Section 6.13.     Additional Payments Under the Lease.........................39
Section 6.14.     Arbitrage Requirements......................................39
Section 6.15.     Rebate Fund.................................................40


                                   ARTICLE VII

INVESTMENT OF MONEYS..........................................................40


                                  ARTICLE VIII

DISCHARGE OF LIEN.............................................................41


                                   ARTICLE IX
                              DEFAULTS AND REMEDIES

Section 9.01.     Events of Default...........................................42
Section 9.02.     Acceleration; Other Remedies................................43
Section 9.03.     Restoration to Former Position..............................45
Section 9.04.     Owners' or Bank's Right To Direct Proceedings...............45
Section 9.05.     Limitation on Bondholders' Right To Institute Proceedings...45
Section 9.06.     No Impairment of Right To Enforce Payment...................45
Section 9.07.     Proceedings by Trustee Without Possession of Bonds..........45
Section 9.08.     No Remedy Exclusive.........................................46
Section 9.09.     No Waiver of Remedies.......................................46
Section 9.10.     Application of Moneys.......................................46
Section 9.11.     Severability of Remedies....................................47
Section 9.12.     Trustee May File Proofs of Claim............................47


                                    ARTICLE X
                   TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS;
                          REGISTRAR; REMARKETING AGENT

Section 10.01     Acceptance of Trusts........................................48
Section 10.02     Fees, Charges and Expenses of the Trustee...................50
Section 10.03     Trustee as Paying Agent and Registrar.......................50
Section 10.04     Intervention by the Trustee.................................51
Section 10.05     Successor Trustee...........................................51
Section 10.06     Resignation by the Trustee..................................51
Section 10.07     Removal of Trustee..........................................51
Section 10.08     Appointment of Successor Trustee by Bondholders or Issuer...51
Section 10.09     Concerning Any Successor Trustee............................52


                                      iii

                                                                            Page
                                                                            ----

Section 10.10     Appointment of Co-Trustee...................................52
Section 10.11     Remarketing Agent...........................................52
Section 10.12     Qualifications of Remarketing Agent.........................53
Section 10.13     Tender Agent................................................53
Section 10.14     Qualifications of Tender Agent..............................54
Section 10.15     Several Capacities..........................................54


                                   ARTICLE XI
                               REFERENCES TO BANK;
                   EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND
                           PROOF OF OWNERSHIP OF BONDS

Section 11.01     References to Bank..........................................54
Section 11.02     Execution of Instruments; Proof of Ownership................55


                                   ARTICLE XII
                             SUPPLEMENTAL INDENTURES

Section 12.01     Supplemental Indentures Not Requiring Consent of
                  Bondholders.................................................55
Section 12.02     Supplemental Indentures Requiring Consent of Bondholders....56
Section 12.03     Consent of the Tenant and the Bank..........................57
Section 12.04     Opinion of Bond Counsel.....................................57


                                  ARTICLE XIII
                             AMENDMENT OF AGREEMENT

Section 13.01     Amendments, etc., to Lease Not Requiring Consent of
                  Bondholders.................................................57
Section 13.02     Amendments, etc., to Lease Requiring Consent of Bondholders.57
Section 13.03     Consent of the Bank.........................................58
Section 13.04     Opinion of Bond Counsel.....................................58


                                   ARTICLE XIV
                                  MISCELLANEOUS

Section 14.01     Consents, etc., of Bondholders..............................58
Section 14.02     Limitation of Rights........................................59
Section 14.03     Severability................................................59
Section 14.04     Notices.....................................................59
Section 14.05     Payments Due on Non-Business Days...........................60
Section 14.06     Action by Tenant and Issuer.................................60
Section 14.07     Limited Liability of Officers...............................60
Section 14.08     Counterparts................................................60
Section 14.09     Applicable Provisions of Law................................60
Section 14.10     Enforcement of the Indenture................................60


                                       iv

                                                                            Page
                                                                            ----

SIGNATURES AND SEALS..........................................................61

Exhibit A-1, Form of Initial Interest Rate Bond............................A-1-1

Exhibit A-2, Form of Variable Rate Bond....................................A-2-1

Exhibit A-3, Form of Fixed Interest Rate Bond..............................A-3-1

Exhibit B, Form of Disbursement Request......................................B-1

Exhibit C, Certificate of Completion.........................................C-1

Exhibit D, Certificate of Issuance...........................................D-1

Schedule I, Description of Project...........................................S-1


                                       v

                                 TRUST INDENTURE

     THIS TRUST  INDENTURE  is made and  entered  into as of  December  1, 2004,
between City of Dodge City,  Kansas (the "Issuer"),  a duly organized  municipal
corporation of the State of Kansas,  and Commerce Bank, N.A., a national banking
association with its principal office in Kansas City,  Missouri (the "Trustee"),
as Trustee.  (All capitalized terms used herein shall have the meanings provided
in Section 1.01 hereof).

                              W I T N E S S E T H:

     WHEREAS,  the  Issuer is  authorized  by the  Kansas  Economic  Development
Revenue Bond Act, as amended and codified in K.S.A. 12-1740 et seq. (the "Act"),
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

     WHEREAS,  pursuant to such  authorization,  the Issuer's governing body has
adopted  a  resolution  or  ordinance   authorizing  the  Issuer  to  issue  its
Taxable/Convertible  Variable Rate Demand Industrial  Development Revenue Bonds,
Series 2004  (National  Beef Packing  Company,  LLC  Project),  in the principal
amount  of   $120,000,000   (the   "Bonds"),   for  the  purpose  of  acquiring,
constructing,  improving  and equipping  certain  facilities  (the  "Project" as
hereinafter  more  fully  described),  and  authorizing  the Issuer to lease the
Project to National  Beef Packing  Company,  LLC, a Delaware  limited  liability
company (the "Tenant"); and

     WHEREAS, pursuant to such resolution or ordinance, the Issuer is authorized
(i) to execute  and  deliver  this  Indenture  for the  purpose  of issuing  and
securing the Bonds, as hereinafter  provided,  and (ii) to enter into a Lease of
even date herewith (the "Lease"), between the Issuer and the Tenant, under which
the Project shall be acquired, constructed,  improved and installed and pursuant
to which  Issuer  shall  lease the Project 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 Bonds as the same become due;
and

     WHEREAS, in furtherance of the Act the Issuer has determined that the Bonds
should be issued, sold and delivered pursuant to the Act to provide proceeds for
the financing of the Project; and

     WHEREAS,  the Issuer has  contracted for the sale and delivery of the Bonds
as herein provided; and

     WHEREAS,  all things necessary to make the 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 Bonds,  subject
to the terms hereof, have in all respects been duly authorized;

                                GRANTING CLAUSES

                NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH;

     That the Issuer in  consideration of the premises and the acceptance by the
Trustee of the trusts hereby  created,  the purchase and acceptance of the Bonds
by the owners thereof, and of other good and valuable consideration, the receipt
of which is hereby acknowledged, 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  expressed or implied  herein and in the
Bonds, does hereby grant, bargain, sell, convey, assign and pledge to, and grant
a security  interest in, Commerce Bank, N.A., as Trustee,  and its successors in
trust and assigns,  to the extent provided in this  Indenture,  and grant to the
Trustee  and its  successors  and assigns a security  interest  in the  property
described in the Granting  Clauses set forth below (said  property  being herein
referred to as the "Trust Estate"), to wit:

                              GRANTING CLAUSE FIRST

     All of the  right,  title and  interest  of the Issuer in, to and under the
Lease and all rents,  revenues  and  receipts  derived  by the  Issuer  from the
Project  including,  without  limitation,  all Basic Rent  derived by the Issuer
under and pursuant to and subject to the provisions of the Lease, except for the
Unassigned  Issuer's  Rights  and any  payments  made by the  Tenant to meet the
rebate requirements of Section 148(f) of the Code (as defined herein);  provided
that the pledge and  assignment  hereby  made shall not impair or  diminish  the
obligations of the Issuer under the provisions of the Lease.

                             GRANTING CLAUSE SECOND

     All moneys and securities (except arbitrage rebate,  whether or not held in
the Rebate  Fund) from time to time 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
conveyed,  mortgaged,  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.

     TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or
hereafter acquired, unto the Trustee and its respective successors in said trust
and assigns;

     IN TRUST  NEVERTHELESS,  upon the terms and trusts herein set forth for the
equal and  proportionate  benefit,  security and  protection  of all present and
future  owners  of the Bonds  Outstanding  from  time to time  issued  under and
secured by this Indenture without preference,  priority or distinction as to the
lien or  otherwise  of any of the Bonds over any of the other  Bonds,  except as
expressly provided in or permitted by this Indenture;

     PROVIDED,  HOWEVER,  that if the Issuer,  its successors or assigns,  shall
pay, or cause to be paid,  the principal  of, and premium,  if any, and interest
on, the Bonds due or to become due, at the times and in the manner  mentioned in
the Bonds according to the true intent and meaning thereof,  and shall cause the
payments to be made on the Bonds as required  under Article VI hereof,  or shall
provide,  as permitted  hereby,  for the payment  thereof by depositing with the
Trustee  the  entire  amount  due or to  become  due  thereon  (or  Governmental
Obligations sufficient for that purpose as provided in Article VIII hereof), and
shall pay or cause to be paid to the  Trustee all sums of money due or to become
due to it in  accordance  with the terms and  provisions  hereof,  then upon the
final payment thereof or provision therefor this Indenture and the rights hereby
granted shall cease,  determine and be void;  otherwise this Indenture  shall be
deemed to be and remain in full force and effect.

     THIS TRUST  INDENTURE  FURTHER  WITNESSETH,  and it is 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


                                       2

and  subject  to the terms,  conditions,  stipulations,  covenants,  agreements,
trusts, uses and purposes as hereinafter  expressed,  and the Issuer does hereby
agreed and covenant with the Trustee and with the respective owners of the Bonds
as follows (subject, however, to the provisions of Section 2.03 hereof):

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01.  Definitions.  The terms defined in this Article I shall have
meanings provided herein for all purposes of this Indenture,  unless the context
clearly requires otherwise.

     "Accrual Period" means during the Variable Rate Period, prior to the Second
Conversion Date, the one-week period  commencing on a Thursday and ending on the
Wednesday immediately succeeding such Thursday.

     "Act" means the Kansas  Economic  Development  Revenue Bond Act, as amended
and codified in K.S.A. 12-1740 et seq.

     "Additional  Bonds"  means Bonds  issued  pursuant to Section  2.11 of this
Indenture.

     "Alternate Confirming Letter of Credit" means a confirming letter of credit
delivered  to the  Trustee  pursuant  to Article V of the Lease to  replace  the
Confirming Letter of Credit then in effect.

         "Alternate Letter of Credit" means a Letter of Credit delivered to the
Trustee pursuant to Article V of the Lease to replace the Letter of Credit then
in effect.

     "Authenticating Agent" means the Trustee.

     "Authorized Tenant  Representative"  means any person reasonably acceptable
to the Trustee and the Bank and from time to time designated to act on behalf of
the Tenant by written  certificate  furnished  to the  Issuer,  the Bank and the
Trustee,  containing the specimen  signature of such person and signed on behalf
of the Tenant by an officer of the Tenant.  Such  certificate  may  designate an
alternate or alternates who shall have the same authority,  duties and powers as
such Authorized Tenant Representative.

     "Authorized  Denominations"  means, as initially issued and while the Bonds
bear interest at the Variable Rate, $100,000 and any integral multiple of $5,000
in excess thereof, and, while the Bonds bear interest at the Fixed Interest Rate
after a Second Conversion Date, $5,000 and any integral multiple thereof.

     "Authorized  Issuer  Representative"  means  the  person  from time to time
designated  to act on behalf of the Issuer by written  certificate  furnished to
the Tenant, the Bank and the Trustee,  containing the specimen signature of such
person  and  signed  on behalf of the  Issuer by its Mayor or Vice  Mayor.  Such
certificate  may  designate an alternate or  alternates  who shall have the same
authority, duties and powers as the Authorized Issuer Representative.

     "Available  Moneys" means (i) proceeds  from the resale by the  Remarketing
Agent of Bonds  delivered  for purchase  pursuant to Section 3.02 or 3.03 hereof
and not remarketed to the Tenant or the Issuer,  in each case that have not been
commingled  with  other  funds  that do not  constitute  Available  Moneys,  and
proceeds from the investment thereof, (ii) moneys that have been on deposit with
the Trustee and with respect to which at the time of deposit therewith and for a
period of at least 124 days


                                       3

thereafter  no  petition  by or  against  the  Tenant  or the  Issuer  under any
bankruptcy  act or under any similar act which may be  hereafter  enacted  shall
have been  filed,  unless  such  petition  shall  have been  dismissed  and such
dismissal  shall be final  and not  subject  to  appeal,  and that have not been
commingled  with  other  funds  that do not  constitute  Available  Moneys,  and
proceeds  from the  investment  thereof,  provided,  however,  before using such
moneys, the Trustee shall require and shall have received a certificate from the
Authorized Tenant Representative that no Event of Bankruptcy shall have occurred
as of the date of such  certificate  and for a period of at least 124 days prior
to the date of such certificate, (iii) moneys that have been paid to the Trustee
pursuant to the Letter of Credit and that have been held in the Letter of Credit
Account and not  commingled  with other funds that do not  constitute  Available
Moneys,  and proceeds from the  investment  thereof,  (iv) moneys that have been
paid to the Trustee  pursuant to any  Confirming  Letter of Credit and that have
been held in the Letter of Credit  Account and not  commingled  with other funds
that do not  constitute  Available  Moneys,  and  proceeds  from the  investment
thereof,  and (v) moneys made  available  to the  Trustee  pursuant to a line of
credit or other credit  facility in the event the Tenant delivers to the Trustee
an opinion of  nationally  recognized  bankruptcy  counsel,  to the effect  that
payments in respect of the Bonds under such credit  facility will not constitute
a voidable preference in the event of an Event of Bankruptcy with respect to the
Issuer  or the  Tenant  and  provided  that in the  event the Bonds are rated by
Moody's or S&P,  such  agency  shall have  confirmed  that the use of such funds
shall not adversely affect any rating then in effect on the Bonds.

     "Bank" means (i) before the Variable Rate  Conversion  Date, any collateral
assignee of the Bondholder (the initial such  collateral  assignee being CoBank,
ACB, as Agent) and (ii) after the Variable Rate Conversion  Date, the commercial
bank issuing the Letter of Credit,  or, in the event of issuance of an Alternate
Letter of Credit,  the  commercial  bank which issues such  Alternate  Letter of
Credit.  "Principal  Office of the Bank" means the office  designated as such by
the Bank in  writing  to the  Trustee,  the  Paying  Agent,  the  Tenant and the
Remarketing Agent.

     "Bankruptcy Code" means the United States Bankruptcy Reform Act of 1978, as
amended from time to time, or any substitute or replacement legislation.

     "Bond  Counsel"   means  any  firm  of  bond  counsel   familiar  with  the
transactions  contemplated  under this  Indenture and acceptable to the Trustee,
the Bank and the Tenant.

     "Bond Fund"  means the Bond Fund  established  pursuant to Section  6.02 of
this Indenture.

     "Bond  Ordinance"  means (a) when used with  reference  to the Series  2004
Bonds, the ordinance  providing for their issuance and approving the Lease, this
Indenture  and  related  matters;  (b) when used with  reference  to an issue of
Additional Bonds, the ordinance  providing for the issuance of the Bonds, to the
extent  applicable,  and  the  ordinance  providing  for  the  issuance  of  the
Additional  Bonds and  approving any  amendment to the Lease,  any  Supplemental
Indenture and related  matters;  and (c) when used with  reference to Bonds when
Additional  Bonds are outstanding,  the ordinance  providing for the issuance of
the  Bonds,  to the  extent  applicable,  and the  ordinance  providing  for the
issuance of the then outstanding and the then to be issued  Additional Bonds; in
each case as amended or supplemented from time to time.

     "Bond Payment  Date" means any Interest  Payment Date and any other date on
which the principal of, premium, if any, and interest on the Bonds is to be paid
to the Owners thereof, whether upon redemption, at maturity or upon acceleration
of maturity of the Bonds.

     "Bond Purchase  Agreement"  means the Bond Purchase  Agreement by and among
the  Issuer,  and the Tenant in  connection  with the Bonds,  as the same may be
amended,  supplemented  or otherwise  modified from time to time with the Bank's
advance written consent.


                                       4

     "Bondholder"  or  "holder"  or  "Holder"  or "owner"  or "Owner"  means the
Registered Owner of any Bond.

     "Bonds" means the Series 2004 Bonds and any Additional Bonds.

     "Business  Day" means any day,  other than a Saturday  or Sunday,  on which
banks in the City of Kansas  City,  Missouri,  or such  other  city in which the
Designated Corporate Trust Office or the Principal Corporate Trust Office of the
Trustee is located and the City in which the principal  place of business of the
Bank is located, are not required or authorized to close.

     "City Clerk" means the City Clerk of the Issuer.

     "Collateral  Assignment of Lease" means any collateral  assignment of lease
granted by Tenant to the Bank which covers property included in the Project,  as
the same may be duly  amended,  modified,  restated or  supplemented,  including
without  limitation any Existing  Collateral  Assignment of Lease (as defined in
the Lease).

     "Completion Date" means the same as that term is defined in the Lease.

     "Confirming  Bank" means the commercial bank issuing the Confirming  Letter
of  Credit  (if  necessary),  or,  in the  event  of  issuance  of an  Alternate
Confirming  Letter of Credit,  the  commercial  bank which issues such Alternate
Confirming Letter of Credit. "Principal Office of the Confirming Bank" means the
office  designated as such by the  Confirming  Bank in writing to the Bank,  the
Trustee, the Paying Agent, the Tenant and the Remarketing Agent.

     "Confirming  Letter of Credit" means an irrevocable letter of credit issued
by the Confirming  Bank under the terms of which the Trustee will be entitled to
draw,  upon the dishonor or  repudiation  by the Bank of any request for payment
under the  Letter of Credit or  rescission,  withdrawal  or  repudiation  of the
Letter of Credit,  an amount  sufficient  to pay (a) principal of the Bonds when
due and (b)  interest  on the Bonds in an  aggregate  amount  not to exceed  one
hundred  nine (109)  days'  accrued  interest  on the  outstanding  Bonds at the
Maximum  Rate.  In the event of delivery of an  Alternate  Confirming  Letter of
Credit in substitution for Confirming  Letter of Credit pursuant to Article V of
the  Lease,  "Confirming  Letter of  Credit"  shall  include  reference  to such
Alternate Confirming Letter of Credit.

     "Conversion Date" means any Second Conversion Date,  Tax-Exempt  Conversion
Date or Variable Rate Conversion Date, as the context may require.

     "Department" means the Kansas Department of Commerce (formerly known as the
Kansas  Department of Commerce & Housing) and any successor to its functions and
duties.

     "Designated  Corporate  Trust  Office" of the Trustee  means the  corporate
trust  office of the Trustee  designated  in writing by notice to the Issuer and
the Tenant given as provided in Section 14.04 hereof, and initially shall be the
address provided in Section 14.04 hereof.

     "Event of Bankruptcy"  means the filing of a petition in bankruptcy (or the
other  commencement  of a bankruptcy  or similar  proceeding)  by or against the
Tenant,  the  Issuer  or any  Insider  of the  Tenant  or the  Issuer  under any
applicable  bankruptcy,  insolvency,  reorganization  or  similar  law,  now  or
hereinafter  in effect,  unless such petition shall have been dismissed and such
dismissal shall be final and not subject to appeal.


                                       5

     "Event of Default" means any  occurrence or event  specified in and defined
by Section 9.01 hereof.

     "Event of Taxability"  shall mean,  with respect to the  Segregated  Series
Bonds,  the  occurrence  of  circumstances  which  shall  give  rise  to  such a
proceeding  as is  described  in Section  3.07.A.(2)  of this  Indenture  by the
Internal  Revenue Service or a court of competent  jurisdiction,  and, as to any
Additional  Bonds,  any  Event of  Taxability  defined  in the  applicable  Bond
Ordinance or Supplemental Indenture.

     "Fixed  Interest Rate" means a fixed per annum interest rate to be borne by
the Bonds pursuant to Sections 4.01 and 4.02 hereof.

     "Fixture  Filing"  means any fixture  filing  granted by Tenant to the Bank
which covers property included in the Project,  as the same may be duly amended,
modified, restated or supplemented,  including, without limitation, any Existing
Fixture Filing (as defined in the Lease).

     "Governmental Obligations" means noncallable direct general obligations of,
or  obligations  the full and timely  payment of the  principal  and interest of
which are unconditionally guaranteed by, the United States of America.

     "Immediate  Notice" means notice by telephone,  telex or telecopier to such
address as the addressee  shall have directed in writing,  promptly  followed by
written notice by first class mail postage prepaid.

     "Indenture"  means the Trust  Indenture  between the Issuer and the Trustee
relating to the  issuance of the Bonds,  dated  December 1, 2004,  as amended or
supplemented from time to time, in accordance with its terms.

     "Initial Interest Rate" means 8.00% per annum, computed on the basis of 360
days per year consisting of twelve 30-day months, which is the initial per annum
interest rate to be borne by the Bonds.

     "Insider" means an "insider" as defined in the Bankruptcy Code.

     "Interest  Payment Date" means any date on which any interest is payable on
any Bond. From the date of issuance of the Bonds until  conversion to a Variable
Rate,  it means June 1 in each year,  commencing  as of June 1, 2005.  As to any
Bonds  converted  to a Variable  Rate,  it means (i) the first  Thursday of each
third month  thereafter;  and (ii) any Second  Conversion Date. After any Second
Conversion  Date and  conversion to a Fixed  Interest Rate, it means each June 1
and  December 1. Under all  circumstances,  the  Maturity  Date (as  hereinafter
defined) is also an Interest  Payment Date. As to Additional  Bonds, the date or
dates  identified  as such in the Bond  Ordinance  authorizing  such  Additional
Bonds.

     "Interest Period" means, initially,  the period from and including the date
of initial  delivery of all or part of the Bonds to and  including  May 31, 2005
and  thereafter,  the period from and including an Interest  Payment Date to and
including the day next preceding the next succeeding Interest Payment Date.

     "Issue  Date"  means  the  date  on  which  the  initial  Bond  certificate
representing  the Bonds is  authenticated  by the  Registrar  and  delivered  in
exchange for payment of all or part of their Purchase Price.

     "Lease"  means the Lease  between  the Issuer and the  Tenant,  dated as of
December 1, 2004, and any amendments and  supplements  thereto entered into with
the Bank's advance written consent.


                                       6

     "Lease  Payments"  means the payments made by the Tenant under the Lease to
provide for payment of principal  of, and interest on, the Bonds  referred to in
Section 4.03 of the Lease.

     "Letter  of Credit"  means an  irrevocable  letter of credit  issued by the
Bank,  or,  upon the  wrongful  dishonor  by the Bank of any request for payment
under the Letter of Credit or upon the repudiation of the Letter of Credit,  any
Confirming  Letter of  Credit,  under the  terms of which  the  Trustee  will be
entitled to draw an amount sufficient to pay (a) principal of the Bonds when due
or the portion of the purchase  price of Bonds  corresponding  to the  principal
amount  thereof,  and (b)  interest on the Bonds or the portion of the  purchase
price of Bonds  corresponding  to  accrued  interest  thereon.  In the  event of
delivery of an  Alternate  Letter of Credit  pursuant to Article V of the Lease,
"Letter of Credit" shall include  reference to such Alternate  Letter of Credit.
In the event the Tenant  requests  the release of the Letter of Credit,  so that
the Confirming  Letter of Credit remains the sole letter of credit in place with
respect to the Bonds, then the Confirming Bank will be deemed to be the Bank and
the  Confirming  Letter of Credit  will be deemed to be the Letter of Credit for
all purposes and definitions hereunder.

     "Letter  of  Credit  Termination  Date" or  "Expiration  of the term of the
Letter of Credit" means the expiration of the Letter of Credit or any Confirming
Letter of Credit in effect with  respect to the Bonds  without  provision  being
made  in  accordance  with  Article  V of the  Lease  and  Section  6.08 of this
Indenture  for the  delivery of an  Alternate  Letter of Credit or an  Alternate
Confirming Letter of Credit, as the case may be.

     "Mail" means mail by first-class postage to owners of the Bonds.

     "Mandatory  Tender  Date" means (i) in any Variable  Rate Period,  the last
Interest  Payment  Date  prior to the date on which the  Letter of Credit or any
Confirming  Letter  of  Credit  is  to  be  released  (in  connection  with  the
substitution of the Letter of Credit or any Confirming  Letter of Credit, as the
case may be, then in effect),  and (ii) as to any Bonds converted,  a Conversion
Date.

     "Maturity  Date" means  December  1, 2019,  or such  shorter  term might be
deemed  necessary for Segregated  Series Bonds in order to meet the requirements
of  Section  147(b)  of the  Internal  Revenue  Code of  1986,  as  amended,  in
connection with a Tax Exempt Conversion.

     "Maximum Rate" means the lesser of the maximum rate required by the Bank or
the maximum rate permitted by law.

     "Mayor" means the Mayor of the Issuer.

     "Moody's" means Moody's Investors  Service,  Inc., a corporation  organized
and existing  under the laws of the State of Delaware,  its successors and their
assigns,  and, if such  corporation  shall for any reason no longer  perform the
functions of a securities  rating agency,  "Moody's" shall be deemed to refer to
any other nationally-recognized  rating agency designated by the Issuer with the
approval of the Tenant and the Bank.

     "Mortgage"  means  any  mortgage  granted  by the  Tenant  to the Bank with
respect to the Project, as the same may be duly amended,  modified,  restated or
supplemented  in accordance  with the  provisions  thereof,  including,  without
limitation, the Existing Mortgage (as defined in the Lease).

     "Original  Purchaser"  means, as to the initial  issuance of the Bonds, the
Tenant. As to any Bonds converted to bear interest at a Variable Rate, or in the
event of a Tax-Exempt  Conversion,  with respect to any Segregated Series Bonds,
it means the Underwriter, and, as to any Additional Bonds, the


                                       7

person or persons  identified  as such in the Bond  Ordinance  providing for the
issuance of such Additional Bonds.

     "Outstanding Bonds" or "Bonds outstanding" or "Outstanding" means all Bonds
which have been  authenticated and delivered by the Trustee under this Indenture
(including Bonds owned by the Tenant), except:

          (a) Bonds  cancelled  after  purchase  or  because  of  payment  at or
     redemption prior to maturity;

          (b) Bonds or portions  thereof (in Authorized  Denominations)  for the
     payment or redemption of which cash funds or Governmental Obligations shall
     have been theretofore deposited with the Trustee in accordance with Article
     VIII hereof  (whether upon or prior to the maturity or  redemption  date of
     any such  Bonds or  portions  thereof);  provided  that,  if such  Bonds or
     portions thereof are to be redeemed prior to the maturity  thereof,  notice
     of such redemption  shall have been given or  arrangements  satisfactory to
     the  Trustee  shall  have been  made  therefor,  or  waiver of such  notice
     satisfactory in form to the Trustee shall have been filed with the Trustee;
     and

          (c)  Bonds in lieu of  which  others  have  been  authenticated  under
     Section 2.07 of this Indenture.

     If this Indenture shall have been discharged  pursuant to the provisions of
     Article VIII hereof, no Bonds shall be deemed to be outstanding  within the
     meaning of this provision.

     "Paying Agent" means the Trustee.

     "Permitted Investments" means:

          (a) Bonds or other obligations of the United States of America;

          (b) Bonds or other  obligations,  the  payment  of the  principal  and
     interest of which is  unconditionally  guaranteed  by the United  States of
     America;

          (c)  Obligations  issued or guaranteed as to principal and interest by
     any  agency  or  person  controlled  or  supervised  by  and  acting  as an
     instrumentality  of the United  States of  America  pursuant  to  authority
     granted by the Congress of the United States of America;

          (d)  Securities  or  receipts   evidencing   ownership   interests  in
     obligations  or  specified  portions  (such as  principal  or  interest) of
     obligations described in (a), (b) or (c) above;

          (e)  Commercial or finance  company paper which is rated either P-1 or
     A-1 or an equivalent by Moody's or S&P  (including  investments in pools or
     such  commercial  or  finance  company  paper  owned by the  Trustee or any
     affiliate of the Trustee);

          (f)  Obligations  issued by or on  behalf  of any state of the  United
     States of America,  or any political  subdivision of any such state,  which
     are  rated  at  least  A2  or A (or  an  equivalent)  by  Moody's  or  S&P,
     respectively;


                                       8

          (g)  Funds  comprised  of  obligations  described  in (f) above to the
     extent described in Treasury  Regulation  1.1488(e)(3)(iii),  including any
     such fund managed by the Trustee or any affiliate of the Trustee;

          (h) bank deposit  products  approved by the Bank,  provided,  however,
     that this  subsection (h) applies only so long as the Bonds are held by the
     Tenant,  and further  provided  that after the Bonds are  converted  in any
     manner,  this subsection (h) is further  restricted by any  requirements of
     Moody's or S&P;

          (i)  Money  market  funds  which  are  rated  prime-1  or AAAm  (or an
     equivalent) by Moody's or S&P, including any such money market fund managed
     by the Trustee or any affiliate of the Trustee; or

          (j)  Any  other  investment  not  prohibited  by  applicable  law  (as
     evidenced  by an opinion of counsel  reasonably  acceptable  to the Trustee
     furnished to the Trustee).

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  a trust,  an  unincorporated  organization,  a  joint-stock
company, an association and a government or any department or agency thereof.

     "Principal Corporate Trust Office" of the Trustee means the corporate trust
office of the Trustee located in Kansas City, Missouri.

     "Principal Office of the Remarketing  Agent" means the office designated in
writing by the Remarketing Agent to the Trustee, the Paying Agent, the Bank, the
Issuer and the Tenant.

     "Project"  means the beef  processing  facility  in the City of Dodge City,
Kansas  located  on the  Land  (as  defined  in the  Lease),  all as more  fully
described on the attached Schedule 1, to the extent acquired wholly or partially
with the proceeds of the Bonds or any Additional Bonds.

     "Project  Costs"  means  those  costs  paid by the  Tenant,  not  exceeding
$120,000,000, for the acquisition, construction and equipping of the Project and
for the costs of issuance of the Bonds.

     "Purchase  Date," when used with  respect to any Bond,  means the date upon
which the Paying Agent is obligated  to purchase  such Bond  pursuant to Section
3.01 of this Indenture.

     "Purchase  Price" of any Bond  required to be purchased by the Paying Agent
pursuant  to  Section  3.01 of this  Indenture  means  an  amount  equal  to the
principal  amount of such  Bond plus  interest  accrued,  if any,  from the most
recent Interest Payment Date to the Purchase Date.

     "Rebate  Fund" means the Rebate Fund  established  in Section  6.16 of this
Indenture.

     "Record  Date"  means while the Bonds bear  interest at the Fixed  Interest
Rate, the fifteenth (15th) day of the month preceding any Interest Payment Date,
and while the Bonds bear  interest at the Variable  Rate,  one (1) day preceding
any Interest Payment Date.

     "Redemption  Year" means each twelve month period  following  December 1 of
any year.

     "Registered  Owner" shall mean the person or persons in whose name or names
a Bond shall be  registered  on books of the Issuer kept by the Trustee for that
purpose in accordance with the terms of this Indenture.


                                       9

     "Registrar" means the Trustee.

     "Reimbursement  Account" means the Reimbursement Account or Accounts in the
Bond Fund created pursuant to Section 6.02 of this Indenture.

     "Reimbursement  Agreement" means with respect to any Letter of Credit,  the
agreement  pursuant to which the Bank agrees to issue such Letter of Credit,  as
the same may be amended, supplemented or otherwise modified from time to time.

     "Remarketing  Agent" means the  remarketing  agent  appointed in accordance
with Section 10.11 of this Indenture, initially W.R. Taylor & Company, LLC.

     "Remarketing  Agreement" means the Remarketing Agreement between the Tenant
and the Remarketing Agent, to be entered into, if at all, between the Tenant and
the Remarketing Agent pursuant to their Agreement dated December 1, 2004.

     "Representation   Letter"  means  any  agreement  (as  from  time  to  time
supplemented  or amended) among the Issuer and/or the Trustee and any securities
depository  under  which the Bonds may be held in a  book-entry  only  system as
described in Section 2.10 of this Indenture.

     "Revenues"  means  (a)  the  Lease  Payments,  including  the  payments  of
principal of and interest and any premium on the Bonds,  (b) except as otherwise
provided in this  Indenture  with respect to the Trustee  holding moneys for the
benefit of the holders of  particular  Bonds,  all other moneys  received by the
Issuer or the  Trustee for the  account of the  Issuer,  including  condemnation
awards,  insurance  proceeds,  and other  payments  pursuant to this Lease or in
respect to the Lease,  (c) the proceeds of the Bonds and any moneys deposited in
the Bond Fund from  whatever  source  including  any draws  under the  Letter of
Credit and Confirming  Letter of Credit,  and (d) the income and profit from the
investment  of the Lease  Payments  and such moneys  deposited in the Bond Fund.
Moneys in the Rebate Fund (as defined in the Tax Agreement) shall not constitute
Revenues.

     "Security  Agreement" means any security agreement granted by Tenant to the
Bank which  covers  property  included in the  Project,  as the same may be duly
amended,  modified,  restated, or supplemented in accordance with the provisions
thereof,  including,  without  limitation,  any Existing Security  Agreement (as
defined in the Lease).

     "Second  Conversion  Date" means the date on which the  interest on some or
all of the Bonds converts to a Fixed Interest Rate,  after having been converted
to a Variable Rate.

     "S&P" means Standard & Poor's Ratings Group, a division of The  McGraw-Hill
Companies,  Inc., its  successors and their assigns,  and, if such company shall
for any reason no longer  perform the functions of a securities  rating  agency,
"S&P"  shall be deemed to refer to any other  nationally  recognized  securities
rating  agency  designated by the Issuer with the approval of the Tenant and the
Bank.

     "Segregated  Series  Bonds"  means  those  Bonds  which  have  undergone  a
Tax-Exempt Conversion.

     "Series   2004   Bonds"   means   the   City   of   Dodge   City,    Kansas
Taxable/Convertible  Variable Rate Demand Industrial  Development Revenue Bonds,
Series 2004 (National Beef Packing Company, LLC Project).


                                       10

     "Special  Record  Date"  means a day  that is the  tenth  (10th)  day  next
preceding  the date of mailing of notice of  redemption of Bonds or, if such day
is not a Business Day, the next preceding Business Day.

     "State" means the State of Kansas.

     "Tax Agreement" means the Tax Compliance Agreement, dated as of the date of
authentication  and delivery of the Segregated  Series Bonds,  among the Issuer,
the Trustee and the Tenant.

     "Tax-Exempt  Conversion" means a conversion pursuant to Section 4.08 hereof
of Bonds,  the interest on which is  includable  in gross income for purposes of
federal income tax, to Bonds that are Tax-Exempt Obligations.

     "Tax-Exempt  Conversion  Date" means the next  succeeding  Thursday (or the
immediately  preceding  Business  Day in the event that such  Thursday  is not a
Business  Day) which is at least thirty (30) days from the date that the Trustee
is in receipt of all items  required  pursuant to Section 4.08 of the  Indenture
for a Tax-Exempt Conversion.

     "Tax-Exempt  Obligations"  means Bonds the interest on which is not subject
to Federal income tax.

     "Tenant"  means  National  Beef Packing  Company,  LLC, a Delaware  limited
liability company, and its successors and assigns.

     "Tender Agent" means the Trustee.

     "Termination Date" means December 1, 2019,  subject to earlier  termination
as provided in the Lease.

     "Trust Estate" means the property  conveyed to the Trustee  pursuant to the
Granting Clauses of this Indenture.

     "Trustee" means Commerce Bank,  N.A., a national banking  association,  and
its successors and any corporation resulting from or surviving any consolidation
or merger to which it or its successors may be a party and any successor trustee
and/or co-trustee at the time serving as such under this Indenture.

     "Unassigned  Issuer's Rights" means the same as that term is defined in the
Lease.

     "Underwriter"  means any  underwriter  designated by the Tenant relating to
the issuance of the Bonds when,  as and if interest on any Bonds is converted to
a  Variable  Rate,  or  Segregated  Series  Bonds  are  issued,  and,  as to any
Additional Bonds, the person or persons identified as much in the Bond Ordinance
or related documents providing for the issuance of such Additional Bonds.

     "Variable  Rate"  means a per annum  rate of  interest  established  by the
Remarketing Agent from time to time pursuant to Section 4.07 hereof.

     "Variable Rate Conversion"  means a conversion in which the interest on any
Bonds converts to a Variable Rate.

     "Variable Rate Conversion Date" means the date on which the interest on any
Bonds converts to a Variable Rate.


                                       11

     "Variable Rate Period" means, as to any Bonds converted to bear interest at
a Variable Rate, the period  beginning on the Variable Rate  Conversion Date and
ending at the earlier of the Second Conversion Date or the Maturity Date.

     Section 1.02. Interpretation. Any reference herein to the Issuer, or to any
member or officer of either includes  entities or officials  succeeding to their
respective functions,  duties or responsibilities pursuant to or by operation of
law or who are lawfully performing their functions.

     Any reference to a section or provision of the Constitution of the State or
the Act,  or to any  statute  of the United  States of  America,  includes  that
section,  provision or chapter as amended,  modified,  revised,  supplemented or
superseded  from  time  to  time;  provided,  that no  amendment,  modification,
revision,  supplement  or  superseding  section,  provision or chapter  shall be
applicable  solely by reason of this paragraph,  if it constitutes in any way an
impairment of the rights or obligations of the Issuer, the Holders, the Trustee,
the Registrar,  the Paying Agent,  the Tender Agent,  the Bank, the  Remarketing
Agent or the  Tenant  under  this  Indenture,  the  Lease  or the  Reimbursement
Agreement,  or under any other instrument or document entered into in connection
with any of the foregoing,  including without limitation,  any alteration of the
obligation to pay  principal of, and premium,  if any, and interest on the Bonds
in the amount and manner,  at the times,  and from the  sources  provided in the
Bond Ordinance and this Indenture, except as permitted herein.

     Unless the context indicates otherwise, words importing the singular number
include  the  plural  number,  and vice  versa.  The terms  "hereof",  "hereby",
"herein", "hereto",  "hereunder",  "hereinafter" and similar terms refer to this
Indenture; and the term "hereafter" means after, and the term "heretofore" means
before, the date of this Indenture.  Words of any gender include the correlative
words of the other genders, unless the sense indicates otherwise.

     Section  1.03.  Captions  and  Headings.  The captions and headings in this
Indenture are solely for convenience of reference and in no way define, limit or
describe the scope or intent of any Articles, Sections, subsections, paragraphs,
subparagraphs or clauses hereof.


                                   ARTICLE II

                                    THE BONDS

     Section  2.01.  Authority  for and  Issuance  of  Bonds.  There  is  hereby
authorized under this Indenture an issue of bonds, series of issues of bonds, or
series and sub-series of issues of bonds limited in aggregate  principal  amount
to $120,000,000 and designated "City of Dodge City,  Kansas  Taxable/Convertible
Variable Rate Demand Industrial Development Revenue Bonds, Series 2004 (National
Beef  Packing  Company,  LLC  Project)".   For  all  Bonds  issued,  the  series
designation  shall contain the calendar year in which said Bonds are issued with
such  additional  designations as are necessary to  differentiate  more than one
series in any  given  year if more than one  series  is  issued  within  any one
calendar  year. No Bonds may be issued under the  provisions  of this  Indenture
except in accordance with this Article. The total principal amount of Bonds that
may  be  issued  and  Outstanding  hereunder  is  hereby  expressly  limited  to
$120,000,000.  Temporary Bonds may be issued hereunder  pursuant to Section 2.13
of this  Indenture.  No  Segregated  Series  Bonds  will be issued or  delivered
without,  among other  requirements,  prior issuance of a Certificate of Private
Activity Bond Allocation by the Department.


                                       12

     The Bonds  shall  initially  be issued in the form set forth in Exhibit A-1
hereto in the original  principal amount of the amount advanced by the Tenant to
pay the Project Costs on the Issue Date, and each amount  subsequently  advanced
by the  Tenant to pay the  Project  Costs.  Amounts  advanced  by the  Tenant in
payment of the Project  Costs shall be  evidenced  by a completed  Statement  of
Project Costs Paid in the form attached as Exhibit B to this Indenture signed by
the Authorized Tenant  Representative,  but not exceeding an aggregate principal
amount of $120,000,000.  Pending advancement of the entire authorized  principal
amount of Bonds regarding any one series or sub-series of Bonds, or receipt from
the Tenant of a Certificate of Completion,  whichever comes first, the Registrar
shall retain custody of all Bond  certificates.  The Registrar shall endorse the
Schedule of Principal Amount Advanced  attached to the Bond certificate for each
such series or  sub-series  or Bonds to reflect an increase in principal  amount
Outstanding each time the Tenant submits a Statement of Project Costs Paid. Each
such  endorsement  reflecting an increase in Outstanding  principal amount shall
constitute the Registrar's  authentication of the issuance of Bonds reflected by
such endorsement.  The Issuer hereby irrevocably  authorizes the Registrar to so
endorse each Bond certificate;  however,  failure by the Registrar to effect any
such endorsement or any error in such  endorsement  shall not limit the Issuer's
obligations  under the Bond certificate with respect to principal  amounts which
are in fact  Outstanding.  The  Registrar  shall,  upon  request,  send  written
confirmation  to the Tenant of the amount of Bonds  Outstanding on any date. The
Registrar  agrees that  immediately  upon the making of any  endorsement  on the
Schedule of Principal  Amounts Advanced  attached to the Bond  certificate,  the
Registrar  will (i)  immediately  certify  such  endorsement  by  execution of a
Certificate of Issuance in substantially the form set forth as Exhibit D hereto,
and forward the Certificate of Issuance to Kasson & Wagner LLC, 441 Vine Street,
Suite  3110,  Cincinnati,  Ohio,  45202,  and  (ii)  promptly  deliver  the Bond
certificate  to or at  the  direction  of the  Bondholder.  Each  such  advance,
endorsement and  certification  as described  above shall  constitute a separate
issuance of Bonds under this Indenture.  The Bonds shall be payable as set forth
in Exhibits A-1, A-2 and A-3 and shall be dated,  bear interest,  and be subject
to  redemption  and  transfer as set forth in such  forms.  All of the terms and
provisions  of the  Bonds  as set  forth  in  Exhibits  A-1,  A-2  and  A-3  are
incorporated  into this  Indenture by reference.  The Bonds and the interest and
redemption  premium,  if any,  thereon will not be a general  obligation  of the
Issuer,  but shall be payable  solely out of the revenues  derived by the Issuer
pursuant to the Lease  (except to the extent  payable  from  proceeds of sale or
re-letting of the Project).  Payment of principal,  redemption  premium, if any,
and  interest  on the Bonds is secured by a pledge of the net  rentals  from the
Project pursuant to the Bond Ordinance.

     The  principal  of the Bonds shall be payable in lawful money of the United
States of America at the  principal  office of the Paying Agent or its successor
upon  presentation of the Bonds.  Payment of interest on the Bonds shall be made
in lawful money of the United States of America to the Owner thereof by check or
draft  mailed to the Owner by the Paying  Agent at his  address as it appears on
the  registration  books  maintained by or on behalf of the Issuer on the Record
Date, or at such other address as is furnished to the Paying Agent in writing by
such Owner.  Payment of interest on the Bonds may, at the option of any Owner of
Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by
wire  transfer  to such  Owner  to the  bank  account  number  on file  with the
Registrar as of the Record Date or, when applicable, the Special Record Date.

     Until a  Variable  Rate  Conversion  Date,  no  Letter  of  Credit  need be
furnished by the Tenant. Until a Variable Rate Conversion Date, Bonds shall bear
interest  payable  annually on each Interest  Payment  Date,  with such interest
being  initially paid on June 1, 2005.  After a Second  Conversion  Date,  Bonds
which  bear  interest  at a Fixed  Interest  Rate shall  bear  interest  payable
semi-annually  on each  Interest  Payment Date  beginning on the first June 1 or
December 1 after conversion to a Fixed Interest Rate, computed on the basis of a
360-day year of twelve 30-day months.

     Each Bond  bearing  interest  at a Variable  Rate is  subject to  mandatory
tender to the Tender Agent as specified in Section 3.01B, 3.03 and the Notice of
Demand Privilege  appearing in Exhibit A-2 attached hereto in the City of Kansas
City,  Missouri,  for purchase at a price equal to the principal  amount thereof


                                       13

plus  interest  accrued  thereon  from the most  recent  Interest  Payment  Date
therefor to the date of purchase  specified  below,  unless sooner  purchased on
such terms pursuant to remarketing in accordance with the Remarketing Agreement,
(1) on the Conversion Date when converted to a different Interest rate mode, and
(2) on the last Interest  Payment Date prior to the release of either the Letter
of Credit or any Confirming  Letter of Credit (in connection with a substitution
of the Letter of Credit or any Confirming  Letter of Credit, as the case may be,
then in effect).

     Section  2.02.  Interest  on Bonds.  The Bonds  shall bear  interest at the
Initial  Interest  Rate from and including the date thereof until (1) a Variable
Rate Conversion Date or (2) payment of the principal or redemption price thereof
shall have been made or provided for in accordance  with the provisions  hereof,
whether at maturity, upon redemption or otherwise. Interest accrued on the Bonds
during each  Interest  Period  shall be paid on each  Interest  Payment Date and
computed on a basis of a 360 day year consisting of twelve 30 day months.  As to
any Bonds bearing  interest at the Variable Rate,  interest accrued on the Bonds
during each  Interest  Period  shall be paid on each  Interest  Payment Date and
computed  on the basis of a year of 365 or 366  days,  as  appropriate,  for the
actual  number of days  elapsed.  In no event shall the Variable Rate exceed the
Maximum Interest Rate.

     During a Variable Rate Period, the Tenant may provide for the conversion of
the interest on any Bonds to a Fixed  Interest Rate as provided in Sections 4.01
and 4.02 hereof.

     Section  2.03.  Execution.  The Bonds  shall be  executed  on behalf of the
Issuer by the manual or facsimile signature of the Mayor, attested by the manual
or facsimile signature of the City Clerk or Deputy City Clerk of the Issuer, and
the  Issuer's  seal  may  be  affixed,  imprinted  or  reproduced  thereon.  All
authorized  facsimile  signatures  shall  have the same  force and  effect as if
manually  signed.  In case any official whose  signature or a facsimile of whose
signature  shall appear on the Bonds shall cease to be such official  before the
delivery of such Bonds,  such signature or such facsimile shall  nevertheless be
valid and sufficient for all purposes, the same as if such official had remained
in office until delivery.

     No covenant, provision or agreement of the Issuer herein or in the Bonds or
in any other  document  executed by the Issuer in connection  with the issuance,
sale and delivery of the Bonds, or any obligation herein or therein imposed upon
the Issuer or breach  thereof,  shall give rise to a pecuniary  liability of the
Issuer,  its  members,  officers,  employees  or agents or a charge  against the
Issuer's  general  credit or general  fund or shall  obligate  the  Issuer,  its
members,  officers,  employees  or agents  financially  in any way  except  with
respect to the Trust Estate and the  application  of revenues  therefrom and the
proceeds  of the  Bonds.  No  failure  of the  Issuer to  comply  with any term,
condition,  covenant or agreement therein shall subject the Issuer, its members,
officers,  employees or agents to liability for any claim for damages,  costs or
other  financial or pecuniary  charges except to the extent that the same can be
paid or recovered from the Trust Estate or revenues therefrom or proceeds of the
Bonds. No execution on any claim,  demand,  cause of action or judgment shall be
levied upon or collected  from the general credit or general fund of the Issuer.
In making the agreements,  provisions and covenants set forth herein, the Issuer
has not  obligated  itself  except  with  respect  to the Trust  Estate  and the
application of revenues hereunder as hereinabove provided.  The Bonds constitute
special  limited  obligations  of the Issuer,  payable  solely from the revenues
pledged to the payment thereof  pursuant to this Indenture and the Lease, and do
not now and shall never  constitute an  indebtedness  or a loan of the credit of
the Issuer, the State of Kansas or any political subdivision thereof or a charge
against  general  taxing  powers  within the  meaning of any  constitutional  or
statutory  provision  whatsoever.  It is  further  understood  and agreed by the
Tenant and the  Holders,  that the Issuer,  its members,  officers  employees or
agents shall incur no pecuniary  liability hereunder and shall not be liable for
any  expenses  related  hereto,  all of which  the  Tenant  agrees  to pay.  If,
notwithstanding  the  provisions  of this  Section,  the  Issuer,  its  members,
officers, employees or agents incur any expense, or suffer any losses, claims or
damages or incurs any  liabilities,  the Tenant will indemnify and hold harmless
the Issuer,  its members,  officers,  employees or agents from the same and


                                       14

will  reimburse  the  Issuer,  its  members,  officers,  employees  or agents in
relation  thereto,  and this covenant to indemnify,  hold harmless and reimburse
the Issuer, its members,  officers,  employees or agents survive delivery of and
payment for the Bonds.

     Section 2.04. Authentication.  No Bond shall be valid or obligatory for any
purpose or entitled to any security or benefit under this  Indenture  unless and
until the certificate of authentication on such Bonds  substantially in the form
set forth on Exhibits  A-1, A-2 and A-3 hereto shall have been duly  executed by
the Trustee,  and such executed  certificate of the Trustee by a duly authorized
signatory  upon any such Bond shall be  conclusive  evidence  that such Bond has
been authenticated and delivered under this Indenture. The Trustee's certificate
of  authentication  on any Bond shall be deemed to have been  executed  by it if
manually  signed by an  authorized  officer or signatory  of the Trustee  (which
shall permit the Trustee to appoint one or more authenticating  agents from time
to time),  but it shall not be necessary that the same officer or signatory sign
the certificate of authentication on all of the Bonds issued hereunder

     Section 2.05. Form of Bonds. The Bonds issued under this Indenture shall be
substantially in the form set forth on Exhibits A-1, A-2 and A-3 hereto with, in
the case of Additional Bonds,  such omissions,  insertions and variations as may
be  authorized  or permitted  by the Bond  Ordinance  authorizing,  supplemental
indenture entered into in connection with, such Additional Bonds, all consistent
with this Indenture.

     Section  2.06.  Delivery of Bonds.  Upon the execution and delivery of this
Indenture,  the Issuer shall  execute and deliver to the Trustee and the Trustee
shall  authenticate  the Bonds and deliver them to the Tenant as directed by the
Issuer as hereinafter in this Section provided.

     Prior to the  delivery  by the  Trustee of any of the Bonds  there shall be
filed with the Trustee:

     1. A copy,  duly  certified  by the City Clerk or Deputy  City Clerk of the
Issuer, of the proceedings of the Issuer  authorizing the execution and delivery
of the Lease, this Indenture,  the Bond Purchase Agreement and the Bond, and the
issuance of the Bonds.

     2. Original executed counterparts of this Indenture and the Lease.

     3. The original executed Bond in the form set forth in Exhibit A-1 hereto.

     4. The original,  executed Donation Agreement by and between Unified School
District 443, Ford County, Kansas and the Tenant;

     5. The  original,  executed  Water  Services  Agreement  by and between the
Issuer and the Tenant;

     6. The  original,  executed  Agreement for Payment in Lieu of Taxes between
the Issuer and the Tenant;

     7. An opinion of Bond  Counsel  substantially  to the effect that the Bonds
constitute  legal,  valid  and  binding  limited   obligations  of  the  Issuer,
enforceable in accordance with their terms,  subject to bankruptcy,  insolvency,
moratorium,  reorganization  and other  similar  laws  affecting  the  rights of
creditors and to the exercise of judicial  discretion in accordance with general
principles of equity; and

     8. An opinion of  counsel  to the Tenant in form and  substance  reasonably
satisfactory to the Trustee and Bond Counsel.


                                       15

     Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds.

     A. In the event any Bond is mutilated,  lost,  stolen,  or  destroyed,  the
Issuer  may  execute  and  the  Trustee  may  authenticate  a new  Bond  of like
denomination as that mutilated, lost, stolen or destroyed; provided that, in the
case of any mutilated  Bond,  such  mutilated Bond shall first be surrendered to
the Issuer and in the case of any lost, stolen or destroyed Bond, there shall be
first  furnished  to the Issuer and the Trustee and the Tenant  evidence of such
loss,  theft or  destruction  satisfactory  to the  Issuer,  the Trustee and the
Tenant,  together with any indemnity satisfactory to them. In the event any such
Bond shall have matured, instead of issuing a duplicate Bond, the Issuer may pay
the same without  surrender  thereof.  The Issuer and the Trustee may charge the
owner of such Bond with their reasonable fees and expenses in this connection.

     B. In the event that any Bond to be  purchased  pursuant  to  Section  3.09
hereof  is not  delivered  by the Owner  thereof  on the date such Bond is to be
purchased,   the  Issuer  shall  execute  and  the  Authenticating  Agent  shall
authenticate  and deliver a new Bond of like date,  maturity and denomination as
the Bond to be purchased, and the Registrar shall register such Bond in the name
of the new Owner.

     Section  2.08.  Registration  and  Exchange  of Bonds;  Persons  Treated as
Owners.  The Issuer shall cause books for the  registration and for the transfer
of the Bonds as provided in this  Indenture  to be kept by the Trustee  which is
hereby constituted and appointed the Registrar for the Issuer.

     Upon  surrender for transfer of any Bond at the Principal  Corporate  Trust
Office  of  the  Trustee,  duly  endorsed  for  transfer  or  accompanied  by an
assignment duly executed by the Registered Owner or his attorney duly authorized
in  writing,  the  Trustee  shall  authenticate  and  deliver in the name of the
transferee or  transferees a new Bond or Bonds duly executed by the Issuer of an
Authorized  Denomination  or  Authorized  Denominations  for  a  like  aggregate
principal amount.

     Any Bond or Bonds may be exchanged at the Principal Corporate Trust
Office of the Trustee for a new Bond or Bonds of like principal amount of
another Authorized Denomination or other Authorized Denominations. Upon
surrender of any Bond or Bonds for exchange, the Trustee shall authenticate and
deliver a new Bond or Bonds duly executed by the Issuer which the Bondholder
making the exchange is entitled to receive.

     The Trustee  shall not be required to transfer or exchange  any Bond during
the period of fifteen (15) days next preceding any Interest  Payment Date nor to
transfer or exchange  any Bond after the mailing of notice  calling such Bond or
portion thereof for redemption has been given as herein provided, nor during the
period of  fifteen  (15)  days  next  preceding  the  giving  of such  notice of
redemption.

     The person in whose name any Bond shall be  registered  shall be deemed and
regarded as the absolute  owner thereof for all  purposes,  and payment of or on
account of the  principal  of or  premium,  if any, or interest on any such Bond
shall be made only to or upon the written order of the Registered  Owner thereof
or his legal representative, but such registration may be changed as hereinabove
provided;  provided  however,  that the Trustee  shall accept,  acknowledge  and
implement  notices of collateral  assignment of the Bonds and related  direction
letters  from  Owners and from the Bank.  All such  payments  shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of
the sum or sums so paid.

     In each case the  Trustee  shall  require  the  payment  by the  Bondholder
requesting exchange or transfer of any tax or other governmental charge required
to be paid with respect to such  exchange or transfer,  but  otherwise no charge
shall be made to the Bondholder for such exchange or transfer.


                                       16

     Notwithstanding  the foregoing,  Bonds may be transferred or exchanged only
if no additional  resolutions or ordinances need be adopted by the Issuer or any
other body or person so as to accomplish  the foregoing  conversion and exchange
or  replacement  of any Bond or  portion  thereof,  and the Paying  Agent  shall
provide for the completion, authentication, and delivery of the substitute Bonds
in the  manner  prescribed  herein.  The  duty of  conversion  and  exchange  or
replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent,  and,
upon the execution of said certificate,  the converted and exchanged or replaced
Bond shall be valid, incontestable,  and enforceable in the same manner and with
the same effect as the Bonds which initially were issued and delivered  pursuant
to this Indenture.

     Section 2.09. Cancellation of Bonds. Whenever any outstanding Bond shall be
delivered  to the Trustee for  cancellation  pursuant  to this  Indenture,  upon
payment of the principal amount represented thereby, or for replacement pursuant
to Section  2.07, or for transfer  pursuant to Section 2.08,  such Bond shall be
promptly canceled and destroyed by the Trustee.

     Section 2.10. Book Entry System. The Bonds shall initially not be issued in
book-entry  only form.  The  remaining  provisions of this Section 2.10 shall be
applicable  only  after the  Variable  Rate  Conversion  Date or the  Tax-Exempt
Conversion Date.

     During a Variable Rate Period or after a Second  Conversion Date, Bonds may
be  issued  in the name of "Cede & Co.," as  nominee  for The  Depository  Trust
Company  ("DTC"),  as Registered  Owner of the Bonds, and held in the custody of
DTC. A single Bond  certificate  will be issued and delivered to DTC. The actual
purchasers  of the Bonds (the  "Beneficial  Owners")  will not receive  physical
delivery  of Bond  certificates  except as provided  herein.  For so long as DTC
shall  continue  to serve as  securities  depository  for the Bonds as  provided
herein,  all  transfers  of  beneficial  ownership  interests  will  be  made by
book-entry only, and no investor or other party purchasing, selling or otherwise
transferring  beneficial  ownership of Bonds is to receive,  hold or deliver any
Bond certificate.

     For every  transfer  and  exchange of Bonds,  the  Beneficial  Owner may be
charged a sum sufficient to cover such Beneficial Owner's allocable share of any
tax, fee or other governmental charge that may be imposed in relation thereto.

     Bond  certificates  are required to be delivered to and  registered  in the
name of the Beneficial Owner under the following circumstances:

     (a) DTC determines to discontinue providing its service with respect to the
Bonds. Such a determination may be made at any time by giving 30 days' notice to
the Issuer, the Tenant and the Trustee and discharging its responsibilities with
respect thereto under any applicable law; or

     (b) the Tenant determines to discontinue the system of book-entry transfers
through DTC (or a successor securities depository).

     The Issuer, the Tenant and the Trustee will recognize DTC or its nominee as
the Bondowner for all purposes, including notices and voting.

     The Issuer,  the Trustee and the Underwriter may conclusively rely on (A) a
certificate  of DTC as to the  identity of the  participants  in the  book-entry
system,  and (B) a certificate of such  participants  as to the identity of, and
the respective  principal amounts of Bonds beneficially owned by, the Beneficial
Owners.

     Whenever,  during the term of the Bonds,  beneficial  ownership  thereof is
determined  by a book  entry  at DTC,  the  requirements  in this  Indenture  of
holding,  delivering or  transferring  Bonds shall be


                                       17

deemed  modified to require the appropriate  person to meet the  requirements of
DTC as to registering or transferring the book entry to produce the same effect.

     The Trustee and the Issuer,  at the direction and expense of the Tenant and
with the written  consent of the  Underwriter,  may from time to time  appoint a
successor securities  depository and enter into an agreement with such successor
securities  depository,  to establish  procedures  with respect to the Bonds not
inconsistent  with the provisions of this  Indenture.  Any successor  securities
depository  shall be a "clearing  agency"  registered  under  Section 17A of the
Securities Exchange Act of 1934, as amended.

     Neither the Issuer, the Tenant, the Trustee nor the Underwriter (except and
only to the extent it is also a participant in the book-entry  system) will have
any  responsibility  or obligation  to DTC, any  participant  in the  book-entry
system or the Beneficial  Owners with respect to (i) the accuracy of any records
maintained by DTC or any participant, (ii) the payment by DTC or any participant
of any  amount due to any  Beneficial  Owner with  respect to the  principal  or
purchase  price or, the premium or interest on, any Bond,  (iii) the delivery of
any  notice by DTC or any  participant,  (iv) the  selection  of the  Beneficial
Owners to receive  payment in the event of any partial  redemption of the Bonds,
or (v) any other action taken by DTC or any participant.

     Notwithstanding  anything in this Indenture to the contrary, the Issuer and
the Trustee  hereby agree as follows  with  respect to the Bonds,  if and to the
extent any Bond is registered in the name of "Cede & Co." as nominee of DTC: (i)
the Trustee shall give DTC all special  notices  required by the  Representation
Letter  at  the  times,   in  the  forms  and  by  the  means  required  by  the
Representation Letter; (ii) the Trustee shall make payments to Cede & Co. at the
times and by the means  specified in the  Representations  Letter;  (iii) Cede &
Co., shall not be required to surrender  Bonds which have been partially paid or
prepaid to the  extent  permitted  by the  Representation  Letter;  and (iv) the
Trustee shall set a special record date (and shall notify the Registered  Owners
of the Bonds thereof in writing) prior to soliciting  any Bondholder  consent or
vote,  such  notice  to be given not less than 15  calendar  days  prior to such
record  date (any Bond  transferred  by a  Registered  Owner  subsequent  to the
establishment  of the special record date and prior to obtaining such consent or
vote  shall  have  attached  to it a copy of the  notice to  Bondholders  by the
Trustee).

     If at any time DTC ceases to hold the Bonds,  all references  herein to DTC
shall be of no further force and effect.

     Section 2.11  Issuance of Additional  Bonds.  At the request of the Tenant,
the  Issuer  may  issue  Additional  Bonds  from  time to time  for any  purpose
permitted by the Act.

     Those  Additional Bonds shall be on a parity with the Series 2004 Bonds and
any Additional Bonds  theretofore or thereafter issued and outstanding as to the
assignment  to the  Trustee of the  Issuer's  right,  title and  interest in the
Lease, the Project Fund and the Bond Fund and the moneys and investments therein
to provide for payment of principal of, and premium, if any, and interest on the
Series 2004 Bonds;  provided,  that  nothing  herein  shall  prevent  payment of
principal  of, and premium,  if any,  and  interest on any series of  Additional
Bonds from (i) being otherwise secured and protected from sources or by property
or  instruments  not  applicable  to the  Series  2004 Bonds and any one or more
series of Additional  Bonds, or (ii) not being secured or protected from sources
or by property or instruments applicable to the Series 2004 Bonds or one or more
series of Additional  Bonds.  Each series of  Additional  Bonds shall be given a
separate  designation  to  distinguish  it from any other series of Bonds issued
hereunder,  and any  Supplemental  Indenture  entered into in connection  with a
series of Additional Bonds shall establish a separate Reimbursement Account with
respect to that series, in which shall be deposited the proceeds of the drawings
on the  additional  letter of credit  securing  such  series,  if any, and which


                                       18

Reimbursement Account shall not be pledged to or constitute part of the security
for the payment of principal of, and premium,  if any, and interest on any other
series of Bonds.

     Section 2.12  Delivery of Additional  Bonds.  Before any  Additional  Bonds
shall be authenticated  and delivered by the Trustee,  there shall be filed with
the Trustee the following items:

     1. A copy,  duly  certified  by the City Clerk or Deputy  City Clerk of the
Issuer, of the proceedings of the Issuer  authorizing the execution and delivery
of any amendments to the Lease, this Indenture,  the Bond Purchase Agreement and
the Tax Agreement, if any, and the issuance of the Additional Bonds.

     2. An original, executed letter of credit, if any.

     3. Original, executed counterparts of any amendments to this Indenture, the
Lease and the Tax Agreement, if any.

     4. The original,  executed  Additional  Bonds in the form set forth in this
Indenture.

     5. A request  and  authorization  to the Trustee on behalf of the Issuer to
authenticate and deliver the Additional Bonds to or as directed by the purchaser
thereof upon payment to the Trustee, but for the account of the Issuer, of a sum
specified in such request and authorization.

     6.  An  opinion  of Bond  Counsel  substantially  to the  effect  that  the
Additional Bonds constitute legal, valid and binding limited  obligations of the
Issuer,  enforceable  in  accordance  with their terms,  subject to  bankruptcy,
insolvency,  moratorium,  reorganization  and other  similar laws  affecting the
rights of creditors  and to the exercise of judicial  discretion  in  accordance
with general principles of equity; and

     7. An opinion of  counsel  to the Tenant in form and  substance  reasonably
satisfactory to the Trustee, Bond Counsel and the Underwriter, if any.

     Section 2.13. Temporary Bonds. Pending preparation of definitive Bonds, the
Issuer may issue, in lieu of definitive  Bonds, one or more temporary printed or
typewritten  Bonds in  authorized  denominations,  of  substantially  the  tenor
recited above. At the request of the Issuer, the Paying Agent shall authenticate
definitive Bonds in exchange for and upon surrender of an equal principal amount
of temporary  Bonds.  Until so  exchanged,  temporary  Bonds shall have the same
rights,  remedies and security  hereunder as definitive  Bonds.  Temporary Bonds
shall be numbered consecutively upward from TR-1.

                                   ARTICLE III

                     PURCHASE OF BONDS; REDEMPTION OF BONDS

     Section 3.01  Purchase of Bonds.  The purchaser of the initial Bonds issued
hereunder shall be the Tenant. The Bonds will be purchased pursuant to the terms
of the Bond Purchase Agreement.  Thereafter,  following any Conversion Date, the
Bonds shall be subject to purchase as provided in the  remaining  provisions  of
this Section 3.01 and in Sections 3.02 and 3.03 hereof.

     The Tender  Agent shall  effect the purchase of any such Bonds (or portions
thereof in  principal  amounts  equal to  $100,000 or any  integral  multiple of
$5,000 in excess thereof,  and provided that the remaining portion to be held by
the Owner is $100,000 or more) eligible for tender at its  designated  office in
Kansas City, Missouri,  from any Owner of such Bonds (other than the Bank or the
Issuer),  at the


                                       19

Purchase  Price,  but solely  from and to the extent of the funds  described  in
Section 3.04 and for the account of the Persons described in Section 3.05:

     A. upon tender for purchase of Bonds bearing interest at a Variable Rate at
the option of the Owner  thereof  (other than the Tenant or the Issuer),  if the
Letter of Credit is in effect  hereunder and if notice of such tender shall have
been provided to the Tender Agent in strict  compliance  with the  provisions of
Section 3.02,  upon delivery of the Bond to be purchased to the Tender Agent, as
agent for the Person that purchases the same pursuant to Sections 3.04 and 3.05,
by 9:00 a.m.,  Kansas City,  Missouri  time, on the Purchase  Date,  endorsed in
blank.

     B. upon tender for purchase,  or constructive tender for purchase,  of such
Bonds as required by Section 3.03B on

     (1) the last  Interest  Payment  Date prior to the release of the Letter of
     Credit  or  any  Confirming   Letter  of  Credit  (in  connection   with  a
     substitution of the Letter of Credit or any Confirming Letter of Credit, as
     the  case  may be,  then in  effect)  which is the  subject  of the  notice
     provided for in Section 3.03B(1),

     (2) the Second  Conversion Date, as described in the notice provided for in
     Section 3.03B(2),  upon delivery, of the Bond to be purchased to the Tender
     Agent, as agent for the Person that purchases the same pursuant to Sections
     3.04 and 3.05, by 9:00 a.m.,  Kansas City,  Missouri  time, on the Purchase
     Date, endorsed in blank, and

     (3)  with  respect  to the  Registered  Owner of each  Bond not  previously
     subject to a Tax-Exempt Conversion, the Tax-Exempt Conversion Date.

     The Tender Agent shall apply the proceeds of  remarketing  of such tendered
Bonds by the  Remarketing  Agent and shall  apply the  proceeds of a draw by the
Trustee  under the Letter of Credit to pay the  Purchase  Price of the  tendered
Bonds at or before 2:00 p.m. Kansas City, Missouri time on the Purchase Date and
shall each dispose of Bonds so tendered, or deemed to be so tendered,  for sale,
as provided in this Article.  The Trustee and the Remarketing Agent, as the case
may be,  shall  take all  actions  reasonably  required  in  order to make  such
proceeds available to the Tender Agent by no later than 12:00 noon, Kansas City,
Missouri time on the Purchase Date.

     Section 3.02 Optional Tender of Bonds for Purchase.  Bonds bearing interest
at a Variable  Rate shall be subject to purchase at the option of the Owner upon
delivery by the Owner to the Trustee (or Tender Agent) of a notice (which notice
shall be  irrevocable)  of the  tender of any Bond (or  portion  thereof).  Such
notice shall be delivered, telexed, or telecopied no later than 3:00 p.m. Kansas
City,  Missouri  time on the date of notice to the Tender  Agent in writing duly
executed by the Owner of such Bond or by his attorney duly authorized in writing
and shall specify:

     A. the principal  amount and Bond number of such Bond (or portion  thereof)
so to be tendered, and

     B. the  Purchase  Date on which  such Bond (or  portion  thereof)  shall be
purchased, which Purchase Date shall be a Business Day which is not prior to the
7th day next  succeeding  the day of receipt of such notice by the Tender  Agent
and which occurs while the Letter of Credit is in effect hereunder.

     If any Bond for which notice of tender is given as provided in this Section
3.02 is not tendered for purchase to the Tender Agent by 9:00 a.m.  Kansas City,
Missouri  time on the Purchase  Date,  duly  endorsed in blank (such Bond herein
referred to as "Untendered  Bond"),  such Untendered Bond shall,


                                       20

subject to the conditions set forth in Section 3.03C hereof,  be deemed tendered
and sold to the Person  specified  in Section  3.05,  and the Owner of such Bond
shall be  liable  for all  damages,  if any,  of the  Issuer,  the  Tenant,  the
Remarketing Agent, the Tender Agent, the Paying Agent and the Bank caused by the
failure to so tender such Bond.

     As soon as practicable  upon receipt of such notice,  but in no event later
than 5:00 p.m.  Kansas City,  Missouri time on the same Business Day, the Tender
Agent shall give notice by telephone,  telecopy, or telex, promptly confirmed in
writing, to the Paying Agent, the Trustee, the Remarketing Agent, the Tenant and
the Bank,  specifying the principal amount of the Bonds so tendered for purchase
and the Purchase Date for such Bonds.

     Section 3.03 Mandatory Tender of Bonds for Purchase; Untendered Bonds.

     A. Each Owner of Bonds (other than the Tenant or the  Issuer),  upon notice
given by the Paying  Agent  pursuant to Section  3.03B,  shall tender on the day
stated in such notice,  and in any event shall be deemed to have tendered,  such
Bonds to the Tender  Agent,  as agent for the  Person  that  purchases  the same
pursuant to Sections 3.04 and 3.05, for purchase pursuant to Section 3.01B.

     B. The Paying Agent shall give notice of a mandatory tender to the Trustee,
the Tenant,  the Bank, the Confirming  Bank, the Tender Agent,  the  Remarketing
Agent,  and each  Owner of Bonds  and,  if the  Bonds  are then  rated by either
Moody's or S&P,  to such  rating  agency,  by Mail no later  than the  thirtieth
(30th) day  preceding  (and with each Bond bearing  interest at a Variable  Rate
which is authenticated and delivered after such thirtieth (30th) day, preceding)
each of the following days, each of which shall be a "Mandatory Tender Date":

          (1) the last  Interest  Payment  Date  prior to the date on which  the
     Letter of Credit or any  Confirming  Letter of Credit  expires  or is to be
     released (in connection  with (a) the  substitution of the Letter of Credit
     or any Confirming  Letter of Credit,  as the case may be, then in effect or
     (b) the release of either the Letter of Credit or the Confirming  Letter of
     Credit,  but not both)  pursuant  hereto,  stating (a) the day on which the
     then effective Letter of Credit or any Confirming Letter of Credit is to be
     released,  (b) that each Bond bearing  interest at a Variable  Rate of such
     Owner (i) not tendered for purchase pursuant to Section 3.01B by 9:00 a.m.,
     Kansas City, Missouri time, on such Interest Payment Date and (ii) shall be
     deemed to have been tendered for purchase on such Interest  Payment Date at
     the  Purchase  Price,  and that such  Owner  shall not be  entitled  to any
     payment (including any interest accrued subsequent to such Interest Payment
     Date) in respect of such Bond other than the Purchase  Price for such Bond,
     (c) the name of the  obligor  on any  Alternate  Letter  of  Credit  or any
     Alternate  Confirming Letter of Credit which is the basis for such release,
     (d) that  upon  such  release  of such  existing  Letter  of  Credit or any
     Confirming  Letter of Credit  (in  connection  with a  substitution  of the
     Letter of Credit or any  Confirming  Letter of Credit  then in effect)  any
     rating then assigned to the Bonds may be reduced or withdrawn,  and (e) the
     then current  names and  addresses of the Paying Agent and the  Remarketing
     Agent;

          (2) the  Second  Conversion  Date,  stating  (a) that from the  Second
     Conversion  Date the Bonds  will again bear  interest  at a Fixed  Interest
     Rate,  (b) such Fixed  Interest  Rate,  (c) that each Bond not tendered for
     purchase  pursuant to Section  3.01B by 9:00 a.m.,  Kansas  City,  Missouri
     time,  on such date shall be deemed to have been  tendered  for purchase on
     the Conversion Date at the Purchase Price, and that such Owner shall not be
     entitled to any payment  (including any interest accrued subsequent to such
     Business  Day) in respect of such Bond  other than the  Purchase  Price for
     such Bond,  (d) that upon such  conversion of interest to a Fixed  Interest
     Rate any  rating  then  assigned  to the Bonds,  if any,  may be reduced or
     withdrawn, and (e) the then current names and addresses of the Paying Agent
     and the Remarketing Agent; and


                                       21

          (3) the  Tax-Exempt  Conversion  Date,  stating (a) that each Bond not
     tendered for purchase  pursuant to Section 3.01B by 9:00 a.m., Kansas City,
     Missouri  time,  on such date  shall be deemed  to have been  tendered  for
     purchase on the Tax-Exempt  Conversion Date at the Purchase Price, and that
     such Owner shall not be entitled to any  payment  (including  any  interest
     accrued subsequent to such Business Day) in respect of such Bond other than
     the Purchase Price for such Bond, (b) that upon such Tax-Exempt  Conversion
     the rating then assigned to the Bonds, if any, may be reduced or withdrawn,
     and (c) the then  current  names and  addresses of the Paying Agent and the
     Remarketing Agent.

          (4) the Variable Rate Conversion Date,  stating (a) that each Bond not
     tendered for purchase  pursuant to Section 3.01B by 9:00 a.m., Kansas City,
     Missouri  time,  on such date  shall be deemed  to have been  tendered  for
     purchase on the Variable Rate Conversion  Date at the Purchase  Price,  and
     that such  Owner  shall  not be  entitled  to any  payment  (including  any
     interest  accrued  subsequent to such Business Day) in respect of such Bond
     other than the Purchase  Price for such Bond,  (b) that upon such  Variable
     Rate  Conversion  any rating  then  assigned to the Bonds may be reduced or
     withdrawn, and (c) the then current names and addresses of the Paying Agent
     and the Remarketing Agent.

     C. Any Bond (or portion  thereof)  which is required to be but which is not
tendered  for  purchase by 9:00 a.m.,  Kansas City,  Missouri  time,  on the day
specified  in Section  3.01B for  mandatory  tender shall be deemed to have been
tendered and sold to the Person  specified in Section 3.05, and, upon deposit in
the Bond Fund of an amount sufficient to pay the Purchase Price of such Bonds on
the mandatory  tender date, (1) the Owner of each  Untendered  Bond shall not be
entitled to any payment  (including  any  interest  accrued  subsequent  to such
Purchase  Date or  mandatory  tender  date) in  respect  thereof  other than the
Purchase Price for such Bond, and such  Untendered  Bond (except any Bond issued
in lieu  thereof  pursuant to Section  3.05B) shall no longer be entitled to the
benefit of this  Indenture,  except for the  purpose of payment of the  Purchase
Price  therefor,  and (2) the  Issuer  shall  execute,  and the  Trustee  or the
Authenticating  Agent shall authenticate and deliver,  in the name of the Person
specified in Section 3.05 one or more new Bonds  bearing  interest at a Variable
Rate or a Fixed Interest Rate, as appropriate, of any authorized denomination of
a like aggregate principal amount.

     Section  3.04  Purchase  of  Tendered  Bonds.  Funds for the payment of the
Purchase Price of Bonds tendered  pursuant to Section 3.01 or Section 3.03 shall
be disbursed by the Tender Agent first from proceeds of the  remarketing of such
Bonds (other than Bonds remarketed to the Issuer or the Tenant), and second from
the Bond Fund only from the  following  sources  and in the  following  order of
priority:

     A. first,  from amounts drawn under or derived from any Letter of Credit or
any Confirming Letter of Credit pursuant hereto, and

     B. second, from Available Moneys.

     Upon tender for purchase of any Bond on the Purchase Date or any Untendered
Bond on or after the Purchase  Date in  accordance  with Section 3.01 or Section
3.03,  the Paying  Agent  shall pay to the Owner of such Bond or deposit for the
benefit of the Owner of such Untendered Bond at or before 2:00 p.m. Kansas City,
Missouri time on the Purchase Date the Purchase  Price therefor on behalf of the
purchaser  thereof  specified  in  Section  3.05 from funds  available  for such
purchase held in the Bond Fund.

     The  Trustee,  the Tender  Agent and the  Remarketing  Agent shall hold all
money  delivered to the  Trustee,  the Tender  Agent or the  Remarketing  Agent,
respectively,  hereunder  for the  purchase  of Bonds in  trust  solely  for the
benefit of the respective  Persons that shall have so delivered such money until
the


                                       22

Bonds  purchased  with such money are  delivered  pursuant to Section  3.05 and,
thereafter,  in the  order  specified  above,  for  the  benefit  of the  Owners
tendering such Bonds.

     Section 3.05 Disposition of Tendered Bonds.

     A. Bonds  tendered or deemed  tendered  pursuant to Section 3.02 or Section
3.03, the Purchase Price for which has been paid pursuant to Section 3.04, shall
be deemed to have been purchased:

          (1) by the  Persons to whom Bonds have been  remarketed  to the extent
     the Purchase  Price  therefor is paid from  proceeds  from the  remarketing
     thereof pursuant to Section 3.04.

          (2) by the  Tenant  as  pledgor  for the  benefit  of the  Bank or the
     Confirming Bank, respectively,  as pledgee to the extent the Purchase Price
     therefor is paid from  amounts  drawn  under or derived  from the Letter of
     Credit or any  Confirming  Letter of Credit  pursuant  to Section  3.04A or
     Section 3.04B, and

     (3) otherwise by the Tenant.

     All Bonds  purchased  with  proceeds made  available  through the Letter of
Credit or any  Confirming  Letter  of  Credit  pursuant  to this  Section  shall
constitute "Pledged Bonds," and shall be delivered to and held by the Trustee as
agent for the Bank or any Confirming  Bank, as applicable (and shall be shown as
Pledged Bonds on the bond register), in accordance with the terms and provisions
of this Indenture and the Reimbursement  Agreement. All payments on such Pledged
Bonds  shall  be paid  to the  Bank  or  Confirming  Bank,  as  applicable.  The
Remarketing  Agent  shall  at the  request  of the Bank or any  Confirming  Bank
continue to use its best efforts to arrange for the sale of any Pledged Bonds at
the purchase price,  subject to full reinstatement of the amount available to be
drawn under the Letter of Credit with  respect to such Bonds to an amount  equal
to the principal  amount of such Bonds plus the amount  required for premium and
interest thereon.

     If the Remarketing Agent remarkets any Pledged Bonds, the Remarketing Agent
shall direct the  purchaser  of such  Pledged  Bond to transfer,  by 12:00 noon,
Kansas City,  Missouri  time, on the purchase  date,  the purchase price of such
remarketed  Pledged Bond in immediately  available funds to the Tender Agent, to
be  disbursed  from such  account  solely  for the  purposes  described  in this
paragraph.  The Tender  Agent shall  immediately  notify  either the Bank or the
Confirming  Bank, as applicable  (depending  upon whether the purchase  proceeds
were  made  available  through a draw on the  Letter  of Credit or a  Confirming
Letter of Credit),  the Remarketing  Agent and the Trustee of the receipt of the
purchase price for such Pledged Bond, and upon receipt of the purchase price and
written  notice from the Bank or any  Confirming  Bank,  as  applicable,  to the
Trustee of full  reinstatement  of the amount  available  to be drawn  under the
Letter of Credit or Confirming Letter of Credit, as applicable,  with respect to
such remarketed  Pledged Bonds (as  contemplated  by the proceeding  paragraph),
such  Pledged Bond shall be released  from the pledge of the Bank or  Confirming
Bank, as the case may be. The Trustee shall  transfer such purchase price to the
Bank or  Confirming  Bank,  as the  case may be,  upon  receipt  thereof  and of
evidence  satisfactory  to the  Trustee  of  full  reinstatement  of the  amount
available to be drawn under the Letter of Credit or Confirming  Letter of Credit
with respect to such remarketed  Pledged Bonds (as contemplated by the preceding
paragraph)  to the extent that  amounts  remain due and owing to either the Bank
under the Letter of Credit or the Confirming Bank under the Confirming Letter of
Credit,  and give all  required  notices,  in  accordance  with the terms of the
Letter of  Credit or the  Confirming  Letter of  Credit,  as the case may be. If
money remains on deposit with the Tender Agent after payment is made to the Bank
or Confirming Bank, as described in the preceding sentence, such moneys shall be
paid to, or upon the order of, the Tenant.


                                       23

     Notwithstanding anything to the contrary in this subsection,  if and for so
long as the Bonds are held in book entry  form,  the  registration  requirements
under  this  subsection  shall be  deemed  satisfied  if  Pledged  Bonds are (A)
registered in the name of the securities depository or its nominee, (B) credited
on the books of the securities  depository to the account of the Trustee (or its
nominee) and (C) further  credited on the books of the Trustee (or such nominee)
to the account of the Bank (or its designee).

     B. Whenever any Bond tendered or deemed  tendered  pursuant to Section 3.01
or Section 3.03 is  purchased  pursuant to Sections  3.04 and 3.05A,  the Issuer
shall execute,  and the Authenticating  Agent shall authenticate and deliver, in
the name of the Person that  purchased or that is deemed to have  purchased  the
same or its designee,  one or more new Bonds bearing interest at a Variable Rate
or a Fixed Interest Rate, as appropriate,  of any authorized denomination and of
a like aggregate principal amount pursuant hereto.

     C. The Tender Agent shall hold all Bonds delivered to such Person hereunder
solely for the benefit of the  respective  Owners which have so  delivered  such
Bonds until money  representing the Purchase Price of such Bonds shall have been
delivered  to or for the  account of or to the order of such  Owners and, in the
case of Bonds pledged to or held in the name of the Bank or Confirming  Bank, as
applicable, for the benefit of the Bank or Confirming Bank, as applicable, until
disposed  of pursuant  to  instructions  from the Bank or  Confirming  Bank,  as
applicable.

     D. In carrying out their  respective  responsibilities  under this Article,
the  Remarketing  Agent,  the Tender  Agent and the Paying Agent shall be acting
solely as the agent of the  Owners  from time to time of the Bonds  tendered  or
deemed tendered and of the Persons purchasing the same pursuant to Sections 3.04
and 3.05A,  respectively.  No  delivery  of Bonds to the Tender  Agent  pursuant
hereto shall  constitute a redemption  of Bonds or other  extinguishment  of the
debt evidenced thereby.

     Section  3.06. No Purchases or Sales After  Certain  Defaults.  Anything in
this Indenture to the contrary  notwithstanding,  there shall be no purchases of
Bonds with moneys in the Bond Fund or sales of Bonds  pursuant to Sections 3.01,
3.02,  3.03 or 3.04 if there shall have  occurred and be  continuing an Event of
Default hereunder in paragraph (d) of Section 9.01 hereof.

     Section 3.07. Mandatory Redemption of Bonds.

     A. The Bonds shall be subject to mandatory  redemption in whole (or, in the
case of the  event  stated  in (2) of this  paragraph,  in  whole  or in part as
provided  below),  at a redemption  price equal to 100% of the principal  amount
thereof,  plus accrued interest, if any, to the redemption date, on any Business
Day within 180 days after the occurrence of either of the following events:

          (1) As a result of any changes in the Constitution of the State or the
     Constitution  of  the  United  States  of  America  or  of  legislative  or
     administrative  action  (whether  state or  federal)  or by  final  decree,
     judgment or order of any court or  administrative  body  (whether  state or
     federal) entered after the contest thereof by the Tenant in good faith, the
     Bonds shall have become void or  unenforceable or impossible of performance
     in  accordance  with the intent and purposes of the parties as expressed in
     the Lease; or

          (2)  With  respect  to  each   Segregated   Series   Bonds,   a  final
     determination  by the  Internal  Revenue  Service  or a court of  competent
     jurisdiction  as a result of a proceeding in which the Tenant  participates
     to the degree it deems sufficient,  which  determination the Tenant, in its
     discretion,  does not  contest by an  appropriate  proceeding,  that,  as a
     result of a failure by the Tenant to observe  any  covenant,  agreement  or
     representation  by the Tenant in the  Lease,  the  interest  payable on any
     Bonds is includable  for federal income tax purposes in the gross income


                                       24


     of any owner or  beneficial  owner of a Bond  (other than an owner who is a
     "substantial  user" of the Project or a "related person" within the meaning
     of Section 147(a) of the Code and the applicable Regulations).

Upon the  occurrence  of the event  stated in  Section  3.07(A)(2)  hereof,  the
Segregated  Series Bonds will be redeemed in whole unless the Tenant delivers to
the Trustee,  at the Tenant's expense, an opinion of Bond Counsel upon which the
Trustee  may rely to the  effect  that  redemption  of a  portion  of the  Bonds
outstanding would have the result that interest payable on the Segregated Series
Bonds remaining  outstanding  after such redemption  would not be includable for
federal income tax purposes in the gross income of any owner or beneficial owner
of such Segregated Series Bond (other than an owner who is a "substantial  user"
of the Project or a "related person" within the meaning of Section 147(a) of the
Code and the  applicable  Regulations),  and in such event the Bonds or portions
thereof  (in  Authorized  Denominations)  shall be redeemed at such times and in
such amounts as Bond Counsel shall so direct in such opinion.

     B. The Bonds are subject to mandatory  redemption  in whole on any Interest
Payment Date which next precedes either a Letter of Credit  Termination  Date or
the expiration date of the Confirming  Letter of Credit, or a subsequent date to
which the  Letter  of  Credit  Termination  Date or the  expiration  date of the
Confirming Letter of Credit,  respectively,  shall have been extended (or if the
Letter of  Credit  Termination  Date or the  expiration  date of the  Confirming
Letter  of  Credit  is on an  Interest  Payment  Date,  then  such  date),  at a
redemption  price of 100% of the principal  amount thereof plus accrued interest
to the redemption date unless,  at least  forty-five (45) days prior to any such
Interest  Payment Date (a) the Bank and/or  Confirming Bank, as the case may be,
shall have extended or further extended the Letter of Credit Termination Date or
the expiration date of the Confirming Letter of Credit, as the case may be, to a
date not earlier than one (1) year from the Letter of Credit Termination Date or
Confirming  Letter of Credit  expiration  date being  extended or (b) the Tenant
shall have obtained an Alternate Letter of Credit or Alternate Confirming Letter
of Credit with a termination  date not earlier than one (1) year from the Letter
of Credit  Termination Date or Confirming  Letter of Credit  expiration date for
the  Letter of Credit or  Confirming  Letter of  Credit,  as the case may be, it
replaces.  Provided,  however,  the Bonds  shall  not be  subject  to  mandatory
redemption  as provided  above in the event the Tenant  requests  the Trustee in
writing to  release  either  the  Letter of Credit or the  Confirming  Letter of
Credit in accordance  with the terms of Article V of the Lease. If the Bonds are
then rated by either  Moody's or S&P,  the Trustee  shall  promptly  notify such
rating agency in writing of any such extension of a Letter of Credit Termination
Date, the expiration date of any Confirming  Letter of Credit, or the release of
either the Letter of Credit or the Confirming Letter of Credit.

     Section 3.08. Optional Redemption.

     A. The Bonds that have not been  subjected  to a Variable  Rate  Conversion
shall be subject  to  optional  redemption  by the Issuer in whole or in part in
integral multiples of $5,000,  (provided that the unredeemed portion of any Bond
redeemed in part shall be $100,000 or more), at the direction of the Tenant,  at
any time, at the principal amount thereof without premium or penalty.

     B. If bearing  interest at a Variable  Rate,  the Bonds shall be subject to
optional  redemption by the Issuer in whole or in part in integral  multiples of
$5,000 (provided that the unredeemed  portion of any Bond redeemed in part shall
be $100,000 or more),  at the direction of the Tenant,  on any Interest  Payment
Date or such other  date as  provided  in the  Reimbursement  Agreement,  at the
principal  amount  thereof  without  premium  or  penalty.  Notwithstanding  the
provisions of Section 6.04 hereof,  while the Letter of Credit is in effect with
respect to the Bonds, the redemption price to be paid pursuant to this paragraph
shall be derived solely from Available Moneys or, with the prior written consent
of the Bank, moneys received from a drawing under the Letter of Credit.


                                       25

     C. From and after a Second Conversion Date, the Bonds which were subject to
a Variable Rate Conversion and a Second  Conversion Date are subject to optional
redemption  by the  Issuer  in whole or in part in the  amount  of $5,000 or any
integral  multiples  thereof,  at the  direction  of the Tenant on any  Interest
Payment  Date  during  the  periods  set  forth in the  table  below  and at the
respective  redemption  prices set forth below  expressed as  percentages of the
principal  amounts of the Bonds called for redemption,  such  redemption  prices
declining  as set forth below  until such  redemption  price  equals 100% of the
principal amount of the Bonds, plus accrued interest,  if any, to the redemption
date:

- ---------------------------------------- -------------------------------------------- --------------------------------
            Term of Period                  Redemption Prices as a Percentage of            Earliest Call Date
       Between Second Conversion                      Principal Amounts
        Date and Maturity Date
- ---------------------------------------- -------------------------------------------- --------------------------------
Greater than 15 years                    103% after 10 years declining 1% per 12                 10 years
                                         months to 100%
- ---------------------------------------- -------------------------------------------- --------------------------------
Greater than 10 and less than or equal   102% after 7 years declining 1% per 12                   7 years
to 15                                    months to 100%
- ---------------------------------------- -------------------------------------------- --------------------------------
Less than or equal to 10 and greater     102% after 4 years declining 1/2% per 12                 4 years
than 7                                   months to 100%
- ---------------------------------------- -------------------------------------------- --------------------------------
Less than or equal to 7 and greater      102% after 3 years declining 1% per 12                   3 years
than 5                                   months to 100%
- ---------------------------------------- -------------------------------------------- --------------------------------
Less than or equal to 5 and greater      101% after 1 year declining 1/2% per 6                   2 years
than 2                                   months to 100%
- ---------------------------------------- -------------------------------------------- --------------------------------
Less than or equal to 2 and greater      100-1/2% after 1 year declining 1/2% per 6               1 year
than 1                                   months to 100%
- ---------------------------------------- -------------------------------------------- --------------------------------
Equal to 1 year                          100% after 6 months                                     6 months
- ---------------------------------------- -------------------------------------------- --------------------------------

     D. The  Bonds  shall be  subject  to  optional  redemption  in whole by the
Issuer,  but not in part,  on any Business  Day, at a redemption  price equal to
100% of the  principal  amount  thereof  plus accrued  interest,  if any, to the
redemption  date,  upon the  exercise  by the  Tenant,  of its  option to prepay
payments  under Section 4.05 of the Lease,  if any of the  following  shall have
occurred:

          (1) All or  substantially  all of the  Project  shall  be  damaged  or
     destroyed  and the Tenant shall  determine  that it is not  practicable  or
     desirable to rebuild, repair or restore the Project;

          (2) All or substantially all of the Project shall be condemned or such
     use  or  control   thereof   shall  be  taken  as  to  render  the  Project
     unsatisfactory to the Tenant for continued operation; or

          (3)  Unreasonable  burdens or excessive  liabilities  shall be imposed
     upon the Issuer or the Tenant with respect to the Project or the  operation
     thereof.

While the Letter of Credit or an  Alternate  Letter of Credit is in effect  with
respect to the Bonds, the redemption price to be paid pursuant to this paragraph
shall be derived solely from Available Moneys or, with the prior written consent
of the Bank,  moneys  received from a drawing under the Letter of Credit or from
moneys paid under the Alternate Letter of Credit.

     Section 3.09.  Purchase of Bonds Upon  Conversion to Fixed Interest Rate or
Upon Release of the Letter of Credit.


                                       26

     A. In the event that Bonds are subject to mandatory  tender for purchase in
accordance with Section 3.03B(1) or Section 3.03B(2), the Tenant shall, with the
prior  written  consent  of the Bank,  have the right to direct  the  Trustee to
purchase,  or cause to be  purchased  for  cancellation,  Bonds in an  aggregate
principal amount specified in a written direction delivered to the Trustee on or
before  the  Interest  Payment  Date on which  such  Bonds  are to be  purchased
pursuant to Section 3.03B hereof,  such Bonds to be purchased at a price of 100%
of the  principal  amount  thereof  plus  accrued  interest  to the date of such
purchase.  Moneys for the payment of such purchase price shall be derived solely
from Available  Moneys provided by the Tenant and on deposit with the Trustee in
a special  trust  account of the Bond Fund on the date of such  purchase or from
moneys drawn under the Letter of Credit or an Alternate Letter of Credit.

     B. Bonds to be  purchased  as provided  in  paragraph A above which are not
delivered by the Owners thereof to the Tender Agent on the Interest Payment Date
on which such Bonds are to be tendered  pursuant to Section 3.03B(1) or 3.03B(2)
hereof shall  nonetheless  be deemed to have been delivered by the Owner thereof
for  purchase  and to have been  purchased  from funds  described in paragraph A
above.  Thereafter,  the Trustee or the Authenticating  Agent shall authenticate
(and the Issuer  execute,  if necessary) a new Bond as provided in Section 2.07B
hereof.  Accrued  interest payable to the date of purchase of Bonds purchased as
provided in this  Section  3.09 shall be paid to the Owner as of the Record Date
next  preceding  the date of purchase of such Bond in the same manner as if such
Bonds were not purchased  pursuant to paragraph A above.  The Paying Agent shall
promptly  give  notice by Mail to each Owner whose Bonds are deemed to have been
purchased  pursuant to this Section 3.09, which notice shall state that interest
on such  Bonds  ceased  to  accrue  on the  date of  purchase  and  that  moneys
representing  the purchase  price of such Bonds are available  against  delivery
thereof at the principal office of the Paying Agent. The Paying Agent shall hold
moneys  deposited  by the  Tenant or drawn by the  Trustee  under the  Letter of
Credit or  Alternate  Letter of Credit for the  purchase of Bonds as provided in
this Section 3.09,  without liability for interest  thereon,  for the benefit of
the former Owner of the Bond on such Interest Payment Date, who shall thereafter
be restricted  exclusively to such moneys,  for any claim of whatever  nature on
his part under this  Indenture or on, or with respect to, such Bond.  Any moneys
so deposited  with and held by the Paying Agent not so applied to the payment of
Bonds, if any, within two (2) years after such Interest  Payment Date,  shall be
paid by the  Paying  Agent  to the  Tenant  upon  the  written  direction  of an
Authorized  Tenant  Representative  (or,  if the Bank shall  have given  written
notice  to the  Paying  Agent  of the  existence  of a  breach  of the  Tenant's
obligations under the Reimbursement Agreement, to the Bank to the extent of such
amount) and  thereafter  the former Owners 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 interest thereon and shall not be regarded as
a trustee of such money.

     Section  3.10.  Selection of Bonds to be Redeemed.  If less than all of the
Bonds are called for redemption,  the Trustee shall select the Bonds or portions
thereof  in the amount of $5,000 or any  integral  multiple  thereof  (provided,
however,  during the Variable Rate Period,  that the  unredeemed  portion of any
Bond  redeemed in part shall be $100,000 or more) to be redeemed  from the Bonds
outstanding  not previously  called for redemption in such manner as the Trustee
in its  discretion may deem proper.  If it is determined  that a portion but not
all of the principal  amount of any Bond is to be called for  redemption,  then,
upon notice of  intention to redeem such  portion,  the owner of such Bond shall
surrender  such  Bond to the  Trustee  for (a)  payment  to  such  owner  of the
redemption price of the portion of principal  amount called for redemption,  and
(b)  delivery  to such owner of a new Bond or Bonds in the  aggregate  principal
amount of the unredeemed portion of the principal amount of such Bond. New Bonds
representing  the unredeemed  portion of the principal amount of such Bond shall
be issued to the owner thereof without charge therefor. If the owner of any such
Bond 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 date
fixed for redemption to the extent of the portion of principal amount called for
redemption  (and to that extent only)


                                       27

and interest  with respect to such  portion will cease to accrue  provided  that
funds for the redemption thereof are on deposit with the Trustee at that time.

     Anything herein to the contrary notwithstanding,  Pledged Bonds, as defined
in the Reimbursement Agreement, shall so long as the Bank is not in default with
respect to its obligations  under the Letter of Credit, be redeemed prior to any
other Outstanding Bonds.

     Section 3.11. Notice of Redemption.

     A. In the event any of the Bonds are called  for  redemption,  the  Trustee
shall give notice,  in the name of the Issuer,  of the redemption of such Bonds,
which notice shall (i) specify the Bonds to be redeemed,  the  redemption  date,
the  redemption  price  and the  place or  places  where  amounts  due upon such
redemption  will be payable  (which shall be the principal  office of the Paying
Agent) and, if less than all of the Bonds are to be redeemed, the numbers of the
Bonds, and the portions of Bonds, so to be redeemed, (ii) state any condition to
such  redemption  and  (iii)  state  that on the  redemption  date  and upon the
satisfaction of any such condition, the Bonds to be redeemed shall cease to bear
interest.  Such notice may set forth any additional information relating to such
redemption.  Such notice  shall be given by Mail at least thirty (30) days prior
to the date fixed for  redemption  to the Owners of Bonds to be redeemed and, if
all the Bonds are to be redeemed and the Bonds are then rated by Moody's or S&P,
to Moody's or S&P, to such agency,  and,  during the Variable  Rate Period,  the
Remarketing  Agent;  provided,  however,  that if a Bond  delivered  pursuant to
Section  3.05  hereof on or after the  Special  Record  Date  established  for a
proposed  redemption  of  Bonds  shall  be  deemed  to have  been  selected  for
redemption  pursuant  to Section  3.10  hereof,  such  notice  shall be given by
telephone  or  telecopy,  confirmed  in writing,  as  promptly  as  practicable.
Provided, however, that failure to duly give such notice, or any defect therein,
shall not affect the validity of any  proceedings  for the  redemption  of Bonds
with  respect to which no such  failure or defect  occurred.  In  addition,  the
Trustee may give such other notice or notices as may be recommended in releases,
letters,  pronouncements  or  other  writings  of the  Securities  and  Exchange
Commission and the Municipal Securities  Rulemaking Board. No defect in or delay
or failure in giving any recommended  notice described in the preceding sentence
of this  Section  3.11  shall in any  manner  affect  the  notice of  redemption
described  in the first  sentence of this  Section  3.11.  Any notice  mailed as
provided in this Section shall be conclusively presumed to have been duly given,
whether or not the owner receives the notice. If a notice of redemption shall be
unconditional,  or if the conditions of a conditional notice of redemption shall
have been satisfied, then upon presentation and surrender of Bonds so called for
redemption at the place or places of payment, such Bonds shall be redeemed.

     B. With respect to any notice of  redemption  of Bonds in  accordance  with
Section 3.08 hereof, unless, upon the giving of such notice, such Bonds shall be
deemed to have been paid within the meaning of Article VIII hereof,  such notice
shall state that such  redemption  shall be conditional  upon the receipt by the
Trustee on or prior to the date fixed for such  redemption of moneys  sufficient
to pay the  principal of and interest on such Bonds to be redeemed,  and that if
such moneys shall not have been so received said notice shall be of no force and
effect and the Issuer  shall not be required to redeem such Bonds.  In the event
that such notice of redemption contains such a condition and such moneys are not
so received,  the  redemption  shall not be made and the Trustee  shall within a
reasonable  time  thereafter  give notice,  in the manner in which the notice of
redemption was given, that such moneys were not so received;  provided, however,
that the Trustee  shall not give the notice  provided for in this Section  3.11B
unless the Trustee has sufficient  Available  Moneys in its possession to effect
the redemption or has otherwise  obtained the prior written  consent of the Bank
to the giving of such notice.

     C. Any Bonds which have been duly  selected  for  redemption  and which are
deemed to be paid in  accordance  with  Article  VIII hereof shall cease to bear
interest on the specified redemption date.


                                       28

     Section  3.12.  No  Partial  Redemption  After  Default.  Anything  in this
Indenture to the contrary  notwithstanding,  if there shall have occurred and be
continuing  an Event of Default  (other  than an Event of Default  described  in
clause (f) of Section 9.01  hereof),  there shall be no  redemption of less than
all of the Bonds at the time Outstanding.

     Section 3.13. Payment of Redemption Price. For the redemption of any of the
Bonds after the  Conversion  Date, the Issuer shall cause to be deposited in the
Bond Fund, solely out of Available Moneys or drawings under the Letter of Credit
or Alternate  Letter of Credit,  an amount  sufficient  to pay the principal of,
premium,  if any,  and  interest  to  become  due on the  date  fixed  for  such
redemption.  The  obligation  of the Issuer to cause any such deposit to be made
hereunder shall be reduced by the amount of Available Moneys or moneys resulting
from a drawing  under the  Letter of Credit in the Bond Fund  available  for and
used on such redemption  date for payment of the principal of, premium,  if any,
and accrued  interest on the Bonds to be redeemed  within the meaning of Article
VIII hereof.

     Section  3.14.  Partial  Redemption  of  Bonds.  In  case  a  Bond  is of a
denomination larger than the minimum Authorized  Denomination,  all or a portion
of such Bond may be redeemed in an Authorized  Denomination.  Upon  surrender of
any Bond for redemption in part only, the Trustee shall authenticate and deliver
to the  owner  thereof,  without  cost to the  owner,  a new Bond or Bonds  duly
executed by the Issuer in Authorized Denominations in aggregate principal amount
equal to the unredeemed portion of the Bond surrendered.

     Section 3.15. Notice by Tender Agent. The Tender Agent shall give Immediate
Notice to the Remarketing  Agent of (i) its receipt of any tendered  Bonds,  and
(ii) the receipt of any Notice described in Section 3.03 hereof.


                                   ARTICLE IV

                        CONVERSION OF INTEREST RATE MODES

     Section  4.01.  Initial  Interest  Rate;  Authority  for and  Conditions to
Conversion  of Rate Mode.  The  interest  rate  borne by the Bonds as  initially
issued  shall be the Initial  Interest  Rate,  which rate of interest  per annum
shall be set forth on the  initial  Bond  certificate(s)  in the form of Exhibit
A-1.  The  interest  rate borne by the Bonds may be  converted,  as to any Bonds
selected by the Tenant,  with the Bank's advance written  consent,  in principal
amounts of  $100,000  and  integral  multiples  thereof,  to a Variable  Rate as
provided in Section 4.06. Any Bonds  converted to a Variable Rate may thereafter
be converted to a Fixed Interest Rate as follows:

     With the prior written  consent of the Bank,  upon receipt of an opinion of
Bond Counsel that such conversion will not adversely affect the excludability of
interest on any Segregated Series Bonds from gross income for Federal income tax
purposes,  and upon  receipt  by the  Trustee of an  amendment  to the Letter of
Credit  increasing  the amount  available to be drawn for the payment of accrued
interest on the Bonds to two hundred (200) days of accrued  interest on the then
existing  principal  balance of Bonds  selected  to bear  interest  at the Fixed
Interest  Rate, on any Interest  Payment Date (if such date is designated by the
Tenant as the Second  Conversion Date), the Tenant may elect to convert the rate
on any Bonds to a Fixed  Interest Rate through the Maturity Date. The Tenant may
exercise its conversion  option by giving the Trustee,  the Bank, the Confirming
Bank,  the Paying  Agent,  the Tender Agent and the  Remarketing  Agent  written
notice of its  intention  to convert  the rate from a  Variable  Rate to a Fixed
Interest Rate, at least fifty (50) days prior to the proposed Second  Conversion
Date.


                                       29

     If the Tenant elects to convert the interest rate from a Variable Rate to a
Fixed Interest Rate, the Paying Agent shall notify each Bondholder in writing by
Mail at least thirty (30) days prior to the Conversion Date of the fact that the
rate will be  converted,  and that the  Bondholder  shall  tender  the Bonds for
purchase by the  Remarketing  Agent prior to the Interest  Payment Date which is
the Second Conversion Date in accordance with the terms of the Bonds.

     Section 4.02.  Determination  of Fixed  Interest  Rate. On a day which is a
Business  Day at least seven (7) days prior to the Second  Conversion  Date (the
"Rate  Determination  Date"),  the  Remarketing  Agent shall determine the Fixed
Interest Rate.

     The  Remarketing  Agent shall determine the Fixed Interest Rate on the Rate
Determination  Date to be that  rate  per  annum  which,  if borne by all of the
outstanding  Bonds to be converted  through the  Maturity  Date,  would,  in the
judgment  of  the   Remarketing   Agent  (taking  into   consideration   current
transactions  and  comparable  securities  in  which  the  Remarketing  Agent is
involved or of which it is aware and prevailing financial market conditions), be
the  interest  rate  necessary  (but which  would not exceed the  interest  rate
necessary) to produce as nearly as practical a par bid for each such outstanding
Bond on the Rate Determination Date.

     On the Rate  Determination  Date,  the  Remarketing  Agent shall advise the
Tenant,  the Trustee and the Bank by  telephone  (to be confirmed in writing) of
the Fixed Interest Rate.

     Section 4.03.  Replacement Bonds. The Paying Agent, at the direction of the
Tenant,  shall deliver  replacement Bonds in the form of Exhibit A-3 bearing the
Fixed Interest Rate with deletion of such terms as are no longer applicable. Any
such  replacement  Bonds  shall be  executed  and  authenticated  as provided in
Sections 2.03 and 2.04 herein.  Notwithstanding anything herein to the contrary,
any  replacement  Bonds  delivered  under this  Section  4.03 shall be in $5,000
denominations or integral multiples thereof.

     Section 4.04. Certain Provisions No Longer Applicable.

     A. The day after the effective  date of the Fixed  Interest Rate  following
the Second  Conversion  Date, any Bonds  converted shall no longer be subject to
the  following  provisions  of this  Indenture,  and in the event of delivery of
replacement  Bonds  pursuant  to  Section  4.03  hereof,  any  recital  of  such
provisions shall be deleted from such replacement Bonds:

          (i) The  provisions  of Section 2.01  relating to  computation  of the
     Variable Rate;

          (ii) The provisions of Sections 3.01,  3.02, 3.03, 3.04, 3.05 and 3.06
     relating to the purchase, remarketing and delivery of Bonds;

          (iii)  Article IV relating to  conversion  to a Fixed  Interest  Rate,
     except this Section 4.04 and Section 4.05;

          (iv) The  provisions  of Section  4.07  relating  to interest on Bonds
     after a Variable Rate Conversion.

          (v) Sections 10.11, 10.12, 10.13 and 10.14 relating to the Remarketing
     Agent and the Tender Agent.


                                       30

     Additionally,  following  conversion of all outstanding  Bonds to the Fixed
Interest  Rate,  all  references  herein  and in the  Lease  and the Bond to the
Remarketing  Agent shall be of no further  effect,  except  with  respect to any
unpaid  fees or  expenses  of the  Remarketing  Agent  and  the  indemnification
provided in the Lease.

     Section 4.05.  Interest on Bonds After  Conversion to Fixed  Interest Rate.
Following  conversion  to a Fixed  Interest  Rate,  Bonds  converted  shall bear
interest  at the  Fixed  Interest  Rate,  payable  each June 1 and  December  1,
commencing on the first June 1 or December 1 following such conversion, computed
on the basis of a year of 360 days and twelve 30-day months.

     Section  4.06.  Conversion  to Variable  Rate.  The Bonds are subject to an
automatic  conversion to bear interest at a Variable Rate on the next succeeding
Thursday  (or the  immediately  preceding  Business  Day in the event  that such
Thursday is not a Business Day) (the "Variable Rate  Conversion  Date") which is
at least  thirty  (30) days from the date that the  Trustee is in receipt of the
following:

     (1) A notice,  duly executed by the Issuer and the Tenant,  to the Trustee,
the Bank and the  Remarketing  Agent and, if the Bonds are then  rated,  to each
Rating Agency with a Rating  Category then assigned to the Bonds,  (a) directing
the Trustee to mail the Variable Rate  Conversion  Notice (as defined  below) to
the Holders  thereof;  and (b) specifying that the Bonds,  either in whole or in
part (and if in part, then specifying the principal  amount  thereof),  shall on
and after the Variable Rate Conversion Date bear interest at the Variable Rate;

     (2) a written  direction  from the Issuer and the Tenant to the  Trustee to
authenticate and deliver  replacement Bonds on the Variable Rate Conversion Date
in exchange  for all Bonds which have been  tendered  for  purchase  pursuant to
Section 3.03 hereof and further specifying:

          (a) that all Bonds  subject  to a  Variable  Rate  conversion  on such
     Variable Rate  Conversion  Date shall be exchanged for Bonds in the form of
     Exhibit A-2 (modified,  as necessary,  if such Bonds will not be Segregated
     Series Bonds) bearing an appropriate  designation to distinguish such Bonds
     from all other  Bonds which  either (i) are not subject to a Variable  Rate
     Conversion or (ii) were the subject of a prior  Variable  Rate  Conversion;
     and

          (b) that such Bonds shall be dated as of the Variable Rate  Conversion
     Date;

     (3) a receipt duly  executed by an  authorized  officer of the Trustee that
upon the Variable Rate  Conversion  Date, a Letter of Credit has been  delivered
with respect to the converted Bonds;

     (4) unless the Remarketing  Agreement is then in effect, a certificate duly
executed by the  Remarketing  Agent  certifying that it will commence its duties
with  respect to all Bonds  converted,  whether or not  Segregated  Series Bonds
subject to a Tax-Exempt  Conversion,  in accordance  with the provisions of this
Indenture and the Remarketing Agreement;

     (5) the  written  opinion  of Bond  Counsel  to the  effect  that  (i) when
executed for and in the name and on behalf of the Issuer and when  authenticated
and delivered by the Trustee, those Bonds described in paragraph (2) hereof will
be legal and valid special,  limited  obligations  of the Issuer  enforceable in
accordance with their terms and will be secured  hereunder equally and on parity
with all other  Bonds  outstanding  (except as to payment  from the  proceeds of
drawings on the Letter of Credit),  (ii) such Variable Rate  Conversion will not
cause interest on Outstanding  Segregated Series Bonds to be includable in gross
income for federal income tax purposes,  and (iii) all  conditions  precedent to
the  exchange of Bonds  described  in  paragraph  (2) of this  section have been
fulfilled; and


                                       31

     (6) such other  certificates or opinions as may be reasonably  requested by
the Trustee or directed by Bond Counsel.

     When (i) the documents listed above have been received by the Trustee,  and
(ii) the Bonds described in paragraph (2) of this section have been executed and
authenticated,  the Trustee  shall  deliver such Bonds to or on the order of the
Underwriter.

     If less than all Bonds are  subject  to a  Variable  Rate  Conversion,  the
Trustee  shall select the Bonds to be subject to a Variable  Rate  Conversion in
the same manner as provided  in Section 3.2 hereof for a partial  redemption  of
Bonds.

     Section  4.07.  Interest  on  Bonds  After  Conversion  to  Variable  Rate.
Following  conversion to Variable Rate,  Bonds  converted shall bear interest at
the Variable Rate,  payable on each Interest  Payment Date as applicable  during
the  Variable  Rate  Period.  The  Variable  Rate shall be the lesser of (i) the
Maximum  Interest  Rate or (ii) a  fluctuating  per annum  rate equal to the per
annum rate for the one-week  period  commencing  on a Thursday and ending on the
Wednesday  succeeding  such Thursday (the  "Accrual  Period")  determined by the
Remarketing Agent (herein defined) by 12:00 noon, Kansas City, Missouri time, on
the  Wednesday  preceding the day on which the Accrual  Period  commences or, if
such  day of  determination  is not a  Business  Day  (herein  defined)  for the
Remarketing  Agent,  on the first  succeeding  day which is a Business  Day (the
"Determination  Date"),  to be equal to (but not more than) the rate required to
be borne by the Bonds for such Accrual  Period to produce a bid for the purchase
of all the Bonds on such  Determination  Date at a price equal to the  principal
amount  thereof  plus  accrued  interest,  if any,  thereon from the most recent
Interest  Payment Date. If for any reason the Variable Rate is not determined as
set forth above on any  Determination  Date,  the interest rate announced on the
preceding  Determination  Date shall  continue in effect.  If for any reason the
Variable Rate is not so determined for a second  succeeding  week or thereafter,
the Variable  Rate shall  thereafter be determined by the Trustee and shall be a
percentage  per  annum  (not to  exceed  the  Maximum  Interest  Rate)  equal to
twenty-five  basis points in excess of the then current  municipal swap index as
quoted by the Bond Market Association.

     Section 4.08.  Tax-Exempt  Conversion.  The Bonds which do not constitute a
Segregated Series Bonds are subject to an automatic Tax-Exempt Conversion on the
next succeeding Thursday (or the immediately preceding Business Day in the event
that such Thursday is not a Business  Day) (the  "Tax-Exempt  Conversion  Date")
which is at least  thirty (30) days from the date that the Trustee is in receipt
of the following:

     (1) A notice,  duly executed by the Issuer and the Tenant,  to the Trustee,
the Bank and the  Remarketing  Agent and, if the Bonds are then  rated,  to each
Rating Agency with a Rating  Category then assigned to the Bonds,  (a) directing
the Trustee to mail the Tax-Exempt  Conversion  Notice (as defined below) to the
Holders thereof;  and (b) specifying that the Bonds,  either in whole or in part
(and if in part, then  specifying the principal  amount  thereof),  shall on and
after the Tax-Exempt Conversion Date be treated for purposes of the Indenture as
a Segregated Series Bonds and, as such, shall be Tax-Exempt Obligations;

     (2) a written  direction  from the Issuer and the Tenant to the  Trustee to
authenticate and deliver  replacement  Segregated Series Bonds on the Tax-Exempt
Conversion  Date in exchange for all Bonds which have been tendered for purchase
pursuant to Section 3.03 hereof and further specifying:

          (a)  that  all  Bonds  subject  to a  Tax-Exempt  Conversion  on  such
     Tax-Exempt  Conversion Date shall be exchanged for Segregated  Series Bonds
     bearing an appropriate  designation to distinguish  such Segregated  Series
     Bonds from all other Bonds which either (i) are


                                       32

     not subject to a Tax-Exempt  Conversion or (ii) were the subject of a prior
     Tax-Exempt Conversion; and

          (b)  that  the  Segregated  Series  Bonds  shall  be  dated  as of the
     Tax-Exempt Conversion Date;

     (3) unless the Remarketing  Agreement is then in effect, a certificate duly
executed by the  Remarketing  Agent  certifying  that it will perform its duties
with respect to all Bonds subject to a Tax-Exempt Conversion, in accordance with
the provisions of this Indenture and the Remarketing Agreement;

     (4)  evidence  that the Issuer has  received an  allocation  of the State's
private activity volume cap pursuant to Section 146 of the Code, for the year in
which a Tax-Exempt  Conversion  is to occur,  in an amount at least equal to the
principal  amount of Bonds subject to a Tax-Exempt  Conversion on the Tax-Exempt
Conversion Date;

     (5) such other  certificates or opinions as may be reasonably  requested by
the Trustee or directed by Bond Counsel.

     When (i) the documents listed above and in Sections 4.06 and 4.09 have been
received by the  Trustee,  and (ii) the  Segregated  Series  Bonds  described in
paragraph (1) of this section have been executed and authenticated,  the Trustee
shall deliver the Segregated Series Bonds to or on the order of the Underwriter.

     If less than all Bonds are subject to a Tax-Exempt Conversion,  the Trustee
shall  select  the Bonds to be subject to a  Tax-Exempt  Conversion  in the same
manner as provided in Section 3.02 hereof for a partial redemption of Bonds.

     Section 4.09.  Delivery of Segregated  Series Bonds.  Before any Segregated
Series Bonds shall be authenticated and delivered by the Trustee, there shall be
filed with the  Trustee the items  required  by  Sections  4.06 and 4.08 and the
following additional items:

     1. A copy,  duly  certified  by the City Clerk or Deputy  City Clerk of the
Issuer, of the proceedings of the Issuer  authorizing the execution and delivery
of any  amendments to the Lease,  the Bond,  this  Indenture,  the Bond Purchase
Agreement  and the Tax  Agreement,  and the  issuance of the  Segregated  Series
Bonds.

     2. An  original  executed  letter of credit  and the  confirming  letter of
credit, if applicable.

     3. Original  executed  counterparts of the Tax Agreement and any amendments
to the Lease, the Bond, this Indenture, the Bond Purchase Agreement.

     4. The original  executed  Segregated  Series Bonds with such variations in
principal  amounts,  interest  rates,  interest  payment and maturity  dates and
prepayment  provisions as may be appropriate to correspond to such provisions of
the Segregated Series Bonds.

     5. A request  and  authorization  to the Trustee on behalf of the Issuer to
authenticate  and deliver the  Segregated  Series Bonds to or as directed by the
Underwriter upon payment to the Trustee, but for the account of the Issuer, of a
sum specified in such request and authorization. .

     6. An  opinion of Bond  Counsel  substantially  to the effect  that (A) the
Segregated Series Bonds constitute legal, valid and binding limited  obligations
of  the  Issuer,   enforceable  in  accordance  with  their


                                       33

terms, subject to bankruptcy, insolvency,  moratorium,  reorganization and other
similar laws  affecting  the rights of creditors and to the exercise of judicial
discretion in accordance with general  principles of equity, (B) the interest on
the Segregated  Series Bonds is excluded from gross income for (to the extent as
may be described in such opinion)  State and federal  income tax purposes  under
existing statues, regulations,  published rulings and judicial decisions, except
for  interest on any Bond for any period  during  which such  Segregated  Series
Bonds  is held by a  "substantial  user"  of any  facilities  financed  with the
proceeds  of the Bonds or a "related  person," as such terms are used in Section
147(a) of the Code, (C) when  authenticated and delivered by the Trustee,  those
Bonds described in Section 4.08(1) hereof will be secured  hereunder equally and
on parity with all other Bonds outstanding,  (D) such Tax-Exempt Conversion will
not result in the  interest on a prior  conversion  of  Segregated  Series Bonds
becoming includable in gross income for federal income tax purposes, and (E) all
conditions  precedent to the  exchange of Bonds as  described in Sections  4.06,
4.08 and 4.09 hereof have been fulfilled; and

     7. An opinion of  counsel  to the Tenant in form and  substance  reasonably
satisfactory to the Trustee, Bond Counsel and the Underwriter.


                                    ARTICLE V

                                GENERAL COVENANTS

     Section 5.01.  Payment of  Principal,  Premium,  if any, and Interest.  The
Issuer  covenants  that it will promptly pay the  principal of, and premium,  if
any, and interest  on, every Bond issued under this  Indenture at the place,  on
the dates and in the manner  provided  herein and in said Bonds according to the
true intent and meaning thereof. The principal and interest and premium, if any,
are payable by the Issuer solely from the Revenues,  and nothing in the Bonds or
this Indenture  should be considered as assigning or pledging any other funds or
assets of the Issuer other than such Revenues and the right,  title and interest
of the Issuer in the Lease and the Bond in the  manner and to the extent  herein
specified.

     Section 5.02. Performance by Issuer of Covenants. The Issuer covenants that
it will, at the expense of the Tenant,  faithfully  perform at all times any and
all of its covenants,  undertakings,  stipulations  and provisions  contained in
this  Indenture,  in any and every Bond  executed,  authenticated  and delivered
hereunder and in all of its proceedings pertaining thereto;  provided,  however,
that except for the matters  set forth in Section  5.01 the Issuer  shall not be
obligated to take any action or execute any instrument pursuant to any provision
hereof  until it shall  have  been  requested  to do so by the  Tenant or by the
Trustee,  or shall have  received  the  instrument  to be  executed,  and at the
Issuer's  option  shall  have  received  from the  Tenant  assurance  reasonably
satisfactory  to the  Issuer  that  the  Issuer  shall  be  reimbursed  for  its
reasonable  expenses  incurred or to be incurred in connection  with taking such
action or  executing  such  instrument.  The  Issuer  covenants  that it is duly
authorized under the Constitution and laws of the State,  including particularly
the Act, to issue the Bonds authorized hereby and to execute this Indenture,  to
grant the security  interest herein  provided,  to assign the Lease and the Bond
and to assign and pledge the amounts  hereby  assigned and pledged in the manner
and to the extent herein set forth; that all action on its part for the issuance
of the Bonds and the execution and delivery of this  Indenture has been duly and
effectively taken, and that the Bonds in the hands of the owners thereof are and
will be valid and enforceable  obligations of the Issuer  according to the terms
thereof and hereof.

     Section  5.03.  Right to  Payments  under  Lease;  Instruments  of  Further
Assurance.  The Issuer  covenants  that it will,  at the  expense of the Tenant,
defend its right to the payment of amounts  due from the Tenant  under the Lease
and Bonds to the Trustee for the benefit of the owners of the Bonds  against the
claims and demands of all persons whomsoever. The Issuer covenants that it will,
at the  expense  of the  Tenant,  do,  execute,  acknowledge  and  deliver  such
indentures  supplemental hereto and


                                       34

such further  acts,  instruments  and  transfers  as the Trustee may  reasonably
request in writing for the better assuring,  transferring,  conveying, pledging,
assigning and confirming  unto the Trustee all and singular the rights  assigned
hereby  and the  amounts  pledged  and  assigned  hereby to the  payment  of the
principal  of, and  premium,  if any,  and  interest  on, the Bonds.  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
Revenues or its rights under the Lease or the Bond.

     Section 5.04. Recordation and Other Instruments. The Issuer and the Trustee
covenant  that they will  cooperate  with the  Tenant in causing  such  security
agreements,   financing   statements  and  all  supplements  thereto  and  other
instruments as may be required hereunder or under the Lease from time to time to
be kept, 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 Trustee on
behalf of the owners of the Bonds and the rights of  Trustee  hereunder,  and to
perfect the security  interest of the Trustee.  Notwithstanding  anything to the
contrary contained in this Section,  the Trustee,  in the absence of such action
by the  Tenant,  shall take such action at the  Tenant's  expense as the Trustee
deems  reasonably  necessary  to  cause  such  security  agreements,   financing
statements and all supplements  thereto and other instruments as may be required
hereunder or under the Lease from time to time to be kept, 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 Trustee on behalf of the owners of the
Bonds and the  rights of the  Trustee  hereunder,  and to perfect  the  security
interest of the Trustee.

     Section  5.05.  Inspection  of Project  Books.  The Issuer and the  Trustee
covenant and agree that all books and documents in their possession  relating to
the Project and the Revenues shall at all reasonable times be open to inspection
by such  accountants  or other agencies as the other party may from time to time
designate.

     Section 5.06. List of Bondholders.  The Trustee will keep on file a list of
the names and addresses of all  Registered  Owners of Bonds on the  registration
books of the Issuer  maintained by the Trustee as  Registrar,  together with the
principal  amount  and  numbers of such  Bonds.  At  reasonable  times and under
reasonable  regulations  established by the Trustee,  said list may be inspected
and copied by the Tenant or by owners (or a designated  representative  thereof)
of 15% or more in principal amount of Bonds then outstanding, such ownership and
the  authority  of  such  designated  representative  to  be  evidenced  to  the
satisfaction of the Trustee.

     Section 5.07. Rights Under Lease. The Lease, a duly executed counterpart of
which has been filed with the Trustee,  sets forth the covenants and obligations
of the  Issuer and the  Tenant,  including  provisions  that  subsequent  to the
issuance of Bonds and prior to their  payment in full or  provision  for payment
thereof  in  accordance  with  the  provisions  hereof  the  Lease  may  not  be
effectively  amended,  changed,  modified,  altered or  terminated  without  the
written  consent of the Trustee,  and reference is hereby made to the same for a
detailed  statement of said covenants and obligations of the Tenant  thereunder,
and the Issuer  agrees that the Trustee in its name or in the name of the Issuer
may enforce all rights of the Issuer and all obligations of the Tenant under and
pursuant to the Lease for and on behalf of the  Bondholders,  whether or not the
Issuer is in default hereunder.

     Section 5.08. Prohibited  Activities.  The Issuer covenants and agrees that
it will not take any action which might result in any interest on the Segregated
Series Bonds becoming includable in the gross income of the owners thereof under
federal income tax laws.


                                   ARTICLE VI


                                       35

                            DEPOSIT OF BOND PROCEEDS;
                          FUNDS AND ACCOUNTS; REVENUES;
                                LETTER OF CREDIT

     Section 6.01.  Source of Payment of Bonds. The Bonds herein  authorized and
all payments to be made by the Issuer  hereunder are not general  obligations of
the Issuer but are limited obligations payable solely from the Revenues,  and as
authorized  by the Act and  provided  in the  Lease and in this  Indenture.  The
Revenues  are to be  remitted  directly  to the  Trustee  for the account of the
Issuer and deposited in the Bond Fund (hereinafter  created).  The entire amount
of the Revenues is hereby  pledged and assigned to the payment of the  principal
of, and interest and premium, if any, on, the Bonds.

     Section 6.02.  Bond Fund.  There is hereby  established  with the Trustee a
trust fund to be designated "City of Dodge City,  Kansas,  National Beef Packing
Company, LLC Bond Fund," which is pledged and shall be used to pay the principal
of, and  premium,  if any,  and  interest  on, the Bonds.  Upon a Variable  Rate
Conversion  Date,  the Trustee will further  establish a separate  Reimbursement
Account  ("Reimbursement  Account")  within  the Bond Fund  which  Reimbursement
Account shall be used by the Trustee to reimburse  the Bank, as provided  herein
or in the  Reimbursement  Agreement.  However,  Tenant  may  reimburse  the Bank
directly so long as such  reimbursement  is in accordance with the Lease and the
Reimbursement Agreement.

     Section 6.03.  Payments into Bond Fund.  There shall be deposited  into the
Bond Fund, as and when received, (a) accrued interest, if any, received upon the
delivery of the Bonds to the Tenant; (b) moneys drawn under the Letter of Credit
or any  Confirming  Letter of Credit for payment of the principal of and premium
and interest on the Bonds,  (c) all Revenues;  and (d) all other moneys received
by the Trustee  under and pursuant to any of the  provisions  of the Lease which
are required or which are  accompanied by directions  that such moneys are to be
paid into the Bond Fund. The Issuer hereby  covenants and agrees that so long as
any of the Bonds issued  hereunder are outstanding it will deposit,  or cause to
be paid to the Trustee for deposit in the Bond Fund for its account,  sufficient
sums from revenues and receipts  derived from the Lease and the Bond promptly to
meet and pay the principal  of, and premium,  if any, and interest on, the Bonds
as the same become due and payable.

     Section  6.04.  Use of Moneys in Bond Fund.  Except as provided in Sections
6.12,  6.14 and 10.02  hereof,  moneys in the Bond Fund shall be used solely for
the payment of the  principal  of, and  premium,  if any,  and  interest on, the
Bonds. The Trustee shall at all times maintain accurate records of deposits into
the Bond Fund,  and the  sources  and timing of such  deposits,  and shall apply
moneys  from such  sources  on any Bond  Payment  Date in the order of  priority
indicated:

     (i) Moneys  drawn  under the Letter of Credit or any  Confirming  Letter of
Credit;

     (ii)  Proceeds of the sale of refunding  obligations  and proceeds from the
investment thereof;

     (iii) Moneys constituting payments made by the Tenant pursuant to the Lease
and the Bond, which moneys are Available Moneys; and

     (iv) Any other moneys paid by the Tenant pursuant to the Lease.

     Section 6.05.  Custody of Bond Fund.  The Bond Fund shall be in the custody
of the Trustee but in the name of the Issuer,  and the Issuer hereby  authorizes
and directs the Trustee to withdraw  sufficient  funds from the Bond Fund to pay
the  principal  of, and premium,  if any, and interest on, the Bonds as the same
become due and payable,  which  authorization  and direction the Trustee  hereby
accepts.


                                       36

     Section 6.06.  Project Fund. There is hereby established with the Trustee a
trust  fund in the name of the  Issuer  to be  designated  "City of Dodge  City,
National  Beef Packing  Company,  LLC Series 2004 Project  Fund," which shall be
expended in accordance with the provisions of the Lease.

     Section 6.07.  Payments into Project Fund;  Disbursements.  The proceeds of
the issuance  and delivery of the Bonds  (excluding  accrued  interest,  if any)
shall be  deposited  in the Project  Fund.  Moneys in the Project  Fund shall be
expended  pursuant  to  Statement  of  Project  Costs,  in the form of Exhibit B
attached hereto,  signed by an Authorized Borrower  Representative and consented
to by an officer of the Bank and  delivered to the Trustee  stating with respect
to each payment to be made:

     (a) The requisition number;

     (b) The name and address of the person, firm or corporation to whom payment
is due or has been made, which may include the Borrower;

     (c) The amount to be or which has been paid;

     (d) That each obligation mentioned therein has been properly incurred, is a
proper charge against the Project Fund in accordance  with the provisions of the
Lease  and the  Tax  Agreement  and  has not  been  the  basis  of any  previous
requisition  from the Project  Fund or from the proceeds  (including  investment
income)  of any  other  obligations  issued  by or on  behalf  of any  state  or
political  subdivision,  including authorities,  agencies,  departments or other
similar issuers;

     (e)  Regarding  any  Segregated  Series of Bonds,  that all the funds being
requisitioned  are being used in compliance with the Tax Agreement and the Code,
and the regulations promulgated thereunder;

     (f) That no Event of Default  exists and is  continuing  under the Lease or
under Section 9.01 of this  Indenture,  nor any  condition,  event or act which,
with notice or lapse of time or both would  constitute such an Event of Default;
and

     (g) That such  requisition  is  accompanied  by copies of invoices or other
appropriate  documentation  supporting the payments or reimbursements  requested
pursuant to this Section 6.07.

     The Trustee is hereby  authorized  and  directed  to make the  disbursement
pursuant to each such requisition.  Nothing contained in this Section 6.07 shall
impose on the Trustee any  obligation  to see to the proper  application  of the
Project Fund. In making any such disbursement,  the Trustee may rely on any such
requisition and shall be relieved by any liability with respect to disbursements
made in  accordance  with this  Section.  The  Trustee  shall keep and  maintain
adequate records pertaining to the Project Fund and all disbursements  therefrom
and shall provide monthly statements of transactions and investments  pertaining
to the Project Fund to the Borrower so long as any Bonds remain outstanding.

     Section 6.08. Letter of Credit; Alternate Letter of Credit.

     A. The Trustee shall, at or before 9:00 a.m. Kansas City,  Missouri time on
the third Business Day prior to any Bond Payment Date occurring after a Variable
Rate  Conversion  Date, as to any Bonds bearing  interest at a Variable Rate, or
Bonds secured by a Letter of Credit after a Second  Conversion  Date,  draw upon
the Letter of Credit in accordance with its terms to the extent necessary to pay
principal  of,  premium,  if any,  and  interest  on such  Bonds,  whether  upon
redemption, at maturity or upon acceleration of maturity or otherwise; provided,
however, notwithstanding the preceding, in the event of


                                       37

acceleration of maturity of any such Bonds due to an Event of Default  described
in Sections  9.01(d),  9.01(e) or 9.01(i) hereof,  the Trustee shall draw on the
Letter of Credit or Confirming  Letter of Credit in accordance with its terms to
the fullest extent,  and on such date and at such time,  necessary to enable the
Trustee to receive such draw proceeds and pay the principal of, premium, if any,
and interest on any such Bonds on the Bond Payment Date. The Trustee shall, upon
the receipt of a direction by the Remarketing Agent pursuant hereto, draw moneys
under the Letter of Credit in accordance with its terms to the extent  necessary
to pay the  Purchase  Price or  portion  of  Purchase  Price  of any such  Bonds
delivered to the  Remarketing  Agent in accordance  with Section 3.01 hereof and
not remarketed by the Remarketing Agent.

     In the  event  of a  wrongful  dishonor  by the  Bank  of a  request  for a
conforming  draw under the Letter of Credit or the  repudiation of the Letter of
Credit, the Trustee shall,  before 10:00 a.m. Kansas City,  Missouri time on the
second  Business Day prior to the Bond Payment  Date,  draw upon the  Confirming
Letter of Credit in  accordance  with its terms to the extent  necessary  to pay
principal of, premium, if any, and interest on all the Bonds bearing interest at
a Variable Rate then Outstanding,  whether upon redemption,  at maturity or upon
acceleration of maturity or as hereinafter provided.

     The Remarketing Agent will notify the Tenant, the Paying Agent, the Trustee
and the Bank no later than 9:00 a.m.  Kansas  City,  Missouri  time on the third
Business Day  preceding  the Purchase Date with respect to such Bonds of (i) the
principal  amount of all such Bonds with respect to which there may be a failure
of  remarketing,  and (ii) the amount of remarketing  proceeds,  if any, then on
hand. On or before 9:00 a.m.  Kansas City,  Missouri time on the second Business
Day prior to the Purchase Date for such  unremarketed  Bonds,  the Trustee shall
draw on the  Letter  of  Credit  in the  amount  of  such  Purchase  Price  less
remarketing  proceeds then on hand in accordance with the terms of the Letter of
Credit.

     In the  event  that  there  is a  dishonor  by the  Bank of a draw  request
pursuant to either of the two (2) prior  paragraphs,  or in the event that there
has been a repudiation of the Letter of Credit,  then,  before 10:00 a.m. Kansas
City,  Missouri  time on the Business Day prior to such Bond Payment Date or the
Purchase  Date,  as the case may be, the  Trustee  shall draw on the  Confirming
Letter of Credit to the extent  necessary to pay principal of, premium,  if any,
and interest on, all the Bonds then outstanding.

     B. If at any time there  shall have been  delivered  to the  Trustee (i) an
Alternate  Letter  of  Credit  or  Alternate  Confirming  Letter  of  Credit  in
substitution for the Letter of Credit or any Confirming Letter of Credit then in
effect,  and (ii) an opinion of Bond  Counsel  stating that the delivery of such
Alternate  Letter  of  Credit or  Alternate  Confirming  Letter of Credit to the
Trustee is authorized  under and complies  with the terms of this  Indenture and
the Lease and will not  adversely  affect the  exclusions  from gross income for
Federal income tax purposes of interest on any Segregated Series Bonds, then the
Trustee  shall accept such  Alternate  Letter of Credit or Alternate  Confirming
Letter of Credit and promptly  surrender the Letter of Credit or any  Confirming
Letter of Credit then in effect to the Bank or any Confirming  Bank, as the case
may be,  which issued such Letter of Credit or any  Confirming  Letter of Credit
for  cancellation in accordance with its terms. If at any time there shall cease
to be any Bonds  Outstanding  hereunder,  or as to any Bonds subject to a Second
Conversion  Date, the Trustee shall promptly  surrender the Letter of Credit and
any  Confirming  Letter of Credit  then in effect to the Bank or any  Confirming
Bank,  as the case may be,  which  issued  such  Letter of Credit or  Confirming
Letter of Credit for  cancellation in accordance  with the terms thereof.  If at
any time the Tenant  requests in writing  that the Letter of Credit be released,
and that only the Confirming  Letter of Credit  remaining  place with respect to
the  Bonds,  the  Trustee  will  return  the  Letter of Credit to the Bank,  and
thereafter  the  Trustee  will  treat  the  Confirming  Bank as the Bank and the
Confirming  Letter of  Credit as the  Letter  of  Credit  for all  purposes  and
definitions hereunder.


                                       38

     C. The Trustee shall not sell,  assign or otherwise  transfer the Letter of
Credit or any interest in the Revenues except to a successor  Trustee  hereunder
except that the Trustee  may and hereby does  appoint the Paying  Agent as agent
for the Trustee with respect to the Letter of Credit and any  Confirming  Letter
of Credit and only in accordance  with the terms of the Letter of Credit and any
Confirming Letter of Credit or the Lease, as the case may be.

     Section  6.09.  Completion  of Project.  The  completion of the Project and
payment  or  provision  made for  payment  of the full  Project  Costs  shall be
evidenced by the filing with the Trustee of a certificate  in the form set forth
in Exhibit C to this Indenture,  signed by the Authorized Tenant  Representative
as required by the provisions of Section 3.02 of the Lease.

     Section 6.10.  Non-presentment of Bonds. In the event any Bond shall not be
presented for payment when the principal thereof becomes due, either at maturity
or otherwise,  or at the date fixed for redemption  thereof, or in the event any
check for the payment of interest shall not be cashed,  then if funds sufficient
to pay such Bond or interest shall have been made available to the Trustee,  all
liability of the Issuer for the payment of such Bond or interest shall forthwith
cease,  terminate  and be completely  discharged,  and thereupon it shall be the
duty of the Paying  Agent to hold such funds,  without  liability  for  interest
thereon,  for the  benefit of the owner of such Bond,  who shall  thereafter  be
restricted  exclusively to such funds,  for any claim of whatever  nature on his
part under this Indenture or on, or with respect to, said Bond or interest.  Any
moneys so  deposited  with and held by the Paying  Agent for the benefit of such
persons,  if any,  for two years  after the date upon which such  moneys were so
deposited,  shall  be paid to the  Tenant,  upon  the  written  direction  of an
Authorized  Tenant  Representative  (or,  if the Bank shall  have given  written
notice  to the  Paying  Agent  of the  existence  of a  breach  of the  Tenant's
obligations under the Reimbursement Agreement, to the Bank to the extent of such
amount),  as provided in Sections  3.09 and 6.12  hereof,  and  thereafter  such
persons  shall  look only to the Tenant  for the  purpose  of payment  from such
moneys and the Paying Agent shall have no further liability with respect to such
moneys.  The  provisions of this Section 6.10 shall be subject to all applicable
escheat laws.

     Section  6.11.  Moneys  to be Held in  Trust.  All  moneys  required  to be
deposited with or paid to the Trustee for the account of the Bond Fund under any
provision of this  Indenture  shall be held by the Trustee in trust,  and except
for moneys  deposited  with or paid to the Trustee for the  redemption of Bonds,
notice of the redemption of which has been duly given, and moneys referred to in
Section  6.11  hereof  held by the  Paying  Agent  for the  payment  of Bonds or
interest, shall, while held by the Trustee,  constitute part of the Trust Estate
and be subject to the lien or security interest created hereby.

     Section 6.12. Repayment to the Tenant from Bond Fund. Any amounts remaining
in any Bond Fund  after  payment  in full of the Bonds  (or  provision  therefor
having  been made in  accordance  herewith),  the  fees,  charges  and  expenses
(including  reasonable  attorneys'  fees and  expenses)  of the  Issuer  and the
Trustee,  and all other amounts required to be paid hereunder or under the Lease
or Reimbursement Agreement shall be paid to the Tenant.

     Section 6.13. Additional Payments Under the Lease. Pursuant to Section 4.04
of the Lease, the Tenant has agreed to pay as provided therein fees and expenses
(including  reasonable  attorneys'  fees  and  expenses)  of the  Trustee.  Such
additional payments received by the Trustee shall not be paid into the Bond Fund
but shall be for the account of the Trustee.

     Section  6.14.  Arbitrage  Requirements.  Anything  in the  Lease  or  this
Indenture to the contrary  notwithstanding,  the Trustee is hereby authorized to
deposit  moneys in the Bond Fund and to withdraw  moneys from the Bond Fund upon
the written  direction of the Tenant in order to comply with the  provisions  of
the Tax Agreement.


                                       39

     Section 6.15. Rebate Fund. In the event of a Tax-Exempt  Conversion,  there
shall be  deposited  by the Trustee in the Rebate Fund at the  direction  of the
Tenant such amounts as are required to be deposited  therein pursuant to the Tax
Agreement.  All  amounts on deposit at any time in the Rebate Fund shall be held
by the Trustee in trust to the extent required to pay rebatable arbitrage to the
United  States of America,  and neither the Tenant,  the Issuer nor the Owner of
any Bonds shall have any rights in or claim to such money.  All amounts  held in
the Rebate Fund shall be governed by this Section and by the Tax Agreement.

     Pursuant to the Tax Agreement,  the Trustee shall remit all required rebate
installments  and a final rebate payment to the United States as directed by the
Tenant in writing.  Neither the Trustee nor the Issuer shall have any obligation
to pay any amounts  required to be rebated  pursuant to this Section and the Tax
Agreement,  other than from moneys held in the Rebate  Fund  created  under this
Indenture as provided in this  Indenture of from other moneys  provided to it by
the Tenant. Any moneys remaining in the Rebate Fund after redemption and payment
of all of the Bonds and  payment and  satisfaction  of any  rebatable  arbitrage
shall be withdrawn and paid to the Tenant.

     The Trustee shall have no responsibility  or liability,  independent of the
specific  duties set forth in this Section 6.15,  resulting  from its failure to
enforce the Tenant's compliance with any rebate requirements.

     The obligations to pay arbitrage  rebate to the United States and to comply
with all other  requirements of this Section and the Tax Agreement shall survive
the  defeasance  or payment in full of the Bonds until all  rebatable  arbitrage
shall have been paid.


                                   ARTICLE VII

                              INVESTMENT OF MONEYS

     The  Trustee  may  make  any  and  all  such  investments  through  its own
investment  department.  Any such  investments  shall  be held by or  under  the
control of the  Trustee  and shall be deemed at all times a part of the fund for
which they were made. The interest accruing thereon and any profit realized from
such investments shall be credited to such fund, and any net loss resulting from
such  investments  shall be  charged  to such  fund.  All funds  held under this
Indenture shall be secured to the fullest extent required by Kansas Law.

     All investment  instructions  hereunder shall be provided to the Trustee no
later  than one  Business  Day prior to the  making of the  investment  directed
therein.  The  Trustee  shall  be  entitled  to rely on all  written  investment
instructions provided by the Tenant hereunder, and shall have no duty to monitor
the compliance  thereof with the  restrictions set forth in this Article VII and
in the Lease and the Tax  Agreement.  The Trustee  shall not be  responsible  or
liable for the  performance  of any such  investments  or for keeping the moneys
held by it hereunder fully invested at all times. Absent investment instructions
hereunder,  the Trustee  shall invest the moneys held  pursuant  hereto in money
market funds which are rated  prime-1 or AAAm (or an  equivalent)  by Moody's or
S&P,  including  any such  money  market  fund  managed  by the  Trustee  or any
affiliate of the Trustee;  provided,  however, that the Trustee shall notify the
Tenant in the event of any moneys  being  invested  in such money  market  funds
pursuant hereto.

     Notwithstanding anything in this Indenture to the contrary, moneys held, if
any, by the Trustee,  the Tender Agent or the Remarketing  Agent which represent
either proceeds from the resale by the Remarketing  Agent of Bonds delivered for
purchase pursuant to Section 3.02 or 3.03 hereof, or amounts drawn on the Letter
of Credit or any Confirming Letter of Credit shall be invested,  if at all, only
in


                                       40

subsections  (a),  (b) and (c)  only of  Permitted  Investments  that (i) have a
rating, if the Bonds are then rated by Moody's, equal to or higher than the then
current rating on the Bonds by Moody's, and, if the Bonds are then rated by S&P,
equal to or higher than the then  current  rating on the Bonds by S&P,  and (ii)
that mature as needed to allow for timely payments to the Bondholders.


                                  ARTICLE VIII

                                DISCHARGE OF LIEN

     If the Issuer  shall pay or cause to be paid,  or there shall be  otherwise
paid or  provision  for payment  made to or for the owners of the Bonds,  of the
principal,  premium,  if any,  and interest due or to become due on the Bonds at
the times and in the  manner  stipulated  therein,  and shall pay or cause to be
paid to the  Trustee  all sums of money due or to become  due  according  to the
provisions  hereof,  and if all other  liabilities of the Tenant under the Lease
and the  Reimbursement  Agreement  shall have been paid or the  payment  thereof
provided for, then these presents and the estate and rights hereby granted shall
cease,  determine and be void,  whereupon the Trustee shall cancel and discharge
the  lien  of  this  Indenture  and  execute  and  deliver  to the  Issuer  such
instruments  in writing as shall be requisite to cancel and  discharge  the lien
hereof,  and reconvey,  release,  assign and deliver unto the Issuer any and all
the estate,  right,  title and interest in and to any and all property conveyed,
assigned  or pledged to the  Trustee  or  otherwise  subject to the lien of this
Indenture, except (i) amounts in the Bond Fund required to be paid to the Tenant
under Section 6.12 hereof and (ii) moneys or securities  held by the Trustee for
the payment of the  principal  of, and  premium,  if any,  and  interest on, the
Bonds.

     Any Bond shall be deemed to be paid within the meaning of this Article when
payment of the  principal of and premium,  if any, on such Bond,  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)
shall  have been  made or  caused to be made or deemed to be made in  accordance
with the  terms  thereof,  or (ii)  shall  have  been  provided  by  irrevocably
depositing with the Trustee,  in trust and irrevocably set aside exclusively for
such payment, (1) Available Moneys certified by an independent  certified public
accountant to be sufficient to make such payment or (2) Governmental Obligations
purchased  with  Available  Moneys  (provided  that the Tenant  delivers  to the
Trustee,  at the  Tenant's  expense,  an opinion of Bond  Counsel upon which the
Trustee may rely to the effect that all conditions  with respect to such deposit
specified in this Article VIII have been  satisfied or provision  therefor  made
and that such deposit will not cause  interest on any of the  Segregated  Series
Bonds to be  includable  for federal  income tax purposes in the gross income of
any  owner  thereof  (other  than an owner  who is a  "substantial  user" of the
Project or a "related  person"  within the meaning of Section 147(a) of the Code
and the applicable  Regulations) or cause any of the Segregated  Series Bonds to
be classified as arbitrage  bonds (within the meaning of Section 148 of the Code
and the applicable  Regulations))  maturing as to principal and interest in such
amounts and at such times as will without reinvestment provide sufficient moneys
to make such payment as certified by an independent  certified public accountant
to be sufficient to make such payment,  and all reasonably  necessary and proper
fees,  compensation  and  expenses  (including  reasonable  attorneys'  fees and
expenses)  of the  Trustee  pertaining  to the Bonds with  respect to which such
deposit is made shall have been paid or provided for to the  satisfaction of the
Trustee.  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 transfer and exchange and of payment from
such moneys or  Governmental  Obligations on the date or dates  specified at the
time of such deposit.

     Notwithstanding  the  foregoing,  in the case of Bonds which by their terms
may be redeemed prior to the stated maturities  thereof, no deposit under clause
(ii) of the  immediately  preceding  paragraph shall be deemed a payment of such
Bonds as aforesaid  until the deposit shall have been made under the terms


                                       41

of an escrow deposit arrangement in form and substance  reasonably  satisfactory
to the Trustee and  consistent  herewith and until the Tenant,  on behalf of the
Issuer,  shall have given the  Trustee,  in form  satisfactory  to the  Trustee,
irrevocable instructions in writing:

          (a) stating the date when principal (and premium, if any) of each such
     Bond is to be paid whether at maturity or on a  redemption  date (which may
     be any redemption date permitted by this Indenture);

          (b) to call for redemption  pursuant to this Indenture any Bonds to be
     redeemed prior to maturity pursuant to (a) hereof; and

          (c) to mail,  as soon as  practicable,  in the  manner  prescribed  by
     Article III  hereof,  a notice to the owners of such Bonds that the deposit
     required  by (ii) above has been made with the  Trustee and that said Bonds
     are deemed to have been paid in  accordance  with this  Article and stating
     the maturity or  redemption  date upon which moneys are to be available for
     the payment of the  principal  or  redemption  price,  if  applicable,  and
     interest on said Bonds as specified in (a) hereof.

     Anything in Article XII hereof to the contrary  notwithstanding,  if moneys
or  Governmental  Obligations  have been deposited or set aside with the Trustee
pursuant to this  Article for the payment of Bonds and the interest and premium,
if any,  thereon and such Bonds and the interest and  premium,  if any,  thereon
shall  not  have  in fact  been  actually  paid in  full,  no  amendment  to the
provisions  of this  Article  shall be made  without the consent of the owner of
each of the Bonds affected thereby.

     Notwithstanding  the  foregoing,  while  the  Bonds  bear  interest  at the
Variable  Rate and in the event the Bonds are then rated by Moody's or S&P,  the
lien of this Indenture shall not be cancelled and discharged except upon written
confirmation  from each such  rating  agency  then  rating  the Bonds  that such
cancellation  and discharge shall not adversely affect any rating then in effect
on the Bonds.


                                   ARTICLE IX

                              DEFAULTS AND REMEDIES

     Section  9.01.  Events  of  Default.  Each of the  following  events  shall
constitute and is referred to in this Indenture as an "Event of Default":

          (a) a failure to pay the  principal  of or premium,  if any, on any of
     the Bonds when the same shall  become due and  payable at  maturity or upon
     redemption;

          (b) a failure to pay an  installment  of  interest on any of the Bonds
     when such interest has become due and payable;

          (c) a failure to pay an amount due in respect of the purchase price of
     Bonds  delivered to the Paying Agent or the  Remarketing  Agent pursuant to
     Section 3.01 hereof when such payment has become due and payable;

          (d) the  Trustee's  receipt of notice from the Bank or any  Confirming
     Bank within the five (5) Business Days following a drawing under the Letter
     of Credit or any Confirming Letter of Credit, as the case may be, that such
     Letter of Credit or Confirming Letter of Credit will not be reinstated with
     respect to interest,  or in the case of the Confirming  Letter of Credit, a
     drawing for


                                       42

     interest or purchase price, (or the portion of purchase price corresponding
     to accrued  interest)  to an amount  equal to one hundred  nine (109) days'
     interest on the Bonds in the event the Bonds are then  bearing  interest at
     the Variable Rate or two hundred  (200) days'  interest on the Bonds in the
     event the Bonds are then bearing interest at the Fixed Interest Rate;

          (e) the Trustee's receipt of notice from the Bank of the occurrence of
     an event of default under the Reimbursement Agreement;

          (f) a failure by the  Issuer to  observe  and  perform  any  covenant,
     condition,  agreement or provision (other than as specified in clauses (a),
     (b)  and  (c) of this  Section  9.01)  contained  in the  Bonds  or in this
     Indenture  on the part of the Issuer to be  observed  or  performed,  which
     failure  shall  continue  for a period of ninety  (90) days  after  written
     notice,  specifying such failure and requesting that it be remedied,  shall
     have been  given to the  Issuer,  the Bank and the  Tenant by the  Trustee,
     which may give such notice in its  discretion and shall give such notice at
     the written request of Owners of not less than twenty-five percent (25%) in
     principal amount of the Bonds then Outstanding,  unless the Trustee, or the
     Trustee  and  Owners  of a  principal  amount  of Bonds  not less  than the
     principal amount of Bonds the Owners of which requested such notice, as the
     case may be, shall agree in writing to an extension of such period prior to
     its expiration; provided, however, that the Trustee, or the Trustee and the
     Owners of such  principal  amount of  Bonds,  as the case may be,  shall be
     deemed to have agreed to an extension of such period if  corrective  action
     is  initiated  by the Issuer or the  Tenant on behalf of the Issuer  within
     such period and is being diligently pursued;

          (g) the occurrence of an event of default under the Lease; or

          (h) the dishonor or repudiation  of any draw under or the  rescission,
     withdrawal or repudiation of the Letter of Credit by the Bank.

          If on the date  payment of  principal  of or  interest on the Bonds is
     due, or if on the date on which  payment of the purchase  price of Bonds is
     to be made by the Remarketing Agent or the Paying Agent,  sufficient moneys
     are not available to make such payment,  the Trustee shall give  telephonic
     notice or notice by telecopy (in either case to be immediately confirmed in
     writing by Mail) of such insufficiency to the Tenant and the Bank.

          Section 9.02. Acceleration; Other Remedies.

     A. Upon the occurrence and continuance of an Event of Default (i) described
in paragraph (a), (b), (c), (d) or (i) of Section 9.01,  the Trustee  shall,  or
(ii)  described in paragraph  (e), (f), (g) or (h) of Section 9.01,  the Trustee
shall at the written  request of the Bank, by written notice to the Issuer,  the
Tenant,  the Remarketing Agent and the Bank, declare the Bonds to be immediately
due and payable,  whereupon they shall,  without further  action,  become and be
immediately  due and  payable,  and  interest  thereon  shall  cease  to  accrue
immediately upon such declaration of acceleration  anything in this Indenture or
in the Bonds to the contrary notwithstanding,  and the Trustee shall give notice
thereof to the Issuer,  the Tenant,  the Remarketing  Agent and the Bank and, by
Mail, to all Owners of Outstanding Bonds.

     B.  Subsequent to a Variable Rate  Conversion,  following the expiration of
the term of the Letter of Credit the  provisions of the preceding  paragraph are
subject to the  condition  that if, after the  principal of the Bonds shall have
been so declared to be due and  payable,  and before any  judgment or decree for
the payment of the moneys due shall have been obtained or entered as hereinafter
provided,  the  Issuer  shall  cause  to be  deposited  with the  Trustee  a sum
sufficient  to pay all matured  installments  of interest upon all Bonds and the
principal  of any and all Bonds which shall have  become due  otherwise


                                       43

than by reason of such  declaration  (with  interest upon such principal and, to
the extent permissible by law, on overdue installments of interest,  at the rate
per annum  specified  in the Bonds) and such  amount as shall be  sufficient  to
cover  reasonable  compensation  and  reimbursement  of expenses  payable to the
Trustee,  and all  Events of Default  hereunder  other  than  nonpayment  of the
principal  of Bonds which shall have become due by said  declaration  shall have
been remedied,  then, in every such case,  such Event of Default shall be deemed
waived and such declaration and its consequences rescinded and annulled, and the
Trustee  shall  promptly  give  written  notice of such  waiver,  rescission  or
annulment to the Issuer, the Tenant, the Remarketing Agent and the Paying Agent,
and shall give notice thereof by Mail to all Owners of Outstanding Bonds; but no
such waiver,  rescission and annulment  shall extend to or affect any subsequent
Event of Default or impair any right or remedy consequent thereon.

     The provisions of paragraph A are further subject to the condition that any
waiver of any event of default  under the  Reimbursement  Agreement or the Lease
and a rescission and annulment of its consequences  shall constitute a waiver of
the  corresponding  Event of Default under  paragraph (e) or (g) of Section 9.01
hereof and a rescission and annulment of the consequences  thereof. If notice of
such event of default under the Reimbursement Agreement shall have been given by
the Bank or any  Confirming  Bank as provided  herein and if the  Trustee  shall
thereafter  have  received  notice from such Bank or  Confirming  Bank that such
event of default shall have been waived, the Trustee shall promptly give written
notice of such waiver,  rescission or annulment to the Issuer,  the Tenant,  the
Paying Agent and, prior to conversion to a Fixed Interest Rate, the  Remarketing
Agent and such  Bank or  Confirming  Bank,  as the case may be,  and shall  give
notice thereof by Mail to all Owners of Outstanding  Bonds;  but no such waiver,
rescission  and  annulment  shall  extend to or affect any  subsequent  Event of
Default  or impair  any  right or remedy  consequent  thereon.  Anything  to the
contrary  expressed or implied in this  Indenture  notwithstanding,  the Trustee
shall not waive Event of Default 9.01(i) under any  circumstances  nor any Event
of Default  unless and until it has  received  written  notice from such Bank or
Confirming Bank that gave notice of non-reinstatement  that the Letter of Credit
or Confirming  Letter of Credit, as the case may be, has been reinstated in full
(if a Letter of Credit and such Confirming  Letter of Credit are then in effect)
and in the  case  of  Event  of  Default  9.01(e),  notice  from  the  Bank of a
rescission of notice of an Event of Default under the Reimbursement Agreement.

     C. Subject to the  provisions  of Section  9.04,  upon the  occurrence  and
continuance of any Event of Default,  then and in every such case the Trustee in
its discretion may, and upon the written direction of the Bank, or Owners of not
less than  twenty-five  percent  (25%) in  principal  amount  of the Bonds  then
Outstanding and receipt of indemnity to its satisfaction, shall, in its own name
and as the Trustee of an express trust:

          (i) by  mandamus,  or other suit,  action or  proceeding  at law or in
     equity, enforce all rights of the Bondholders,  and require the Issuer, the
     Bank or the Tenant to carry out any  agreements  with or for the benefit of
     the Owners of Bonds and to perform its or their  duties  under the Act, the
     Lease, the Bond, the Letter of Credit and this Indenture, provided that any
     such remedy may be taken only to the extent  permitted under the applicable
     provisions  of the Lease,  the Letter of Credit or this  Indenture,  as the
     case may be;

          (ii) bring suit upon the Bonds; or

          (iii) by action or suit in equity  enjoin any acts or things which may
     be unlawful or in violation of the rights of the Owners of Bonds.

     D. In the event that the Confirming Bank honors a draw by the Trustee under
the terms of the Confirming Letter of Credit, all powers and remedies granted to
and available to the Bank in this


                                       44

Indenture and any related  documents shall be deemed granted to and available to
the  Confirming  Bank with the same full force and  effect as if the  Confirming
Bank were the Bank.

     Section  9.03.  Restoration  to  Former  Position.  In the  event  that any
proceeding  taken by the Trustee to enforce any right under this Indenture shall
have  been  discontinued  or  abandoned  for any  reason,  or  shall  have  been
determined adversely to the Trustee, then the Issuer, the Trustee, the Bank, the
Tenant and the Owners of Bonds shall be restored to their former  positions  and
rights  hereunder,  respectively,  and all  rights,  remedies  and powers of the
Trustee shall continue as though no such proceeding had been taken.

     Section 9.04.  Owners' or Bank's Right To Direct  Proceedings.  Anything in
this Indenture to the contrary notwithstanding, the Bank or Owners of a majority
in  principal  amount of the Bonds  then  Outstanding  hereunder  shall have the
right,  by an  instrument in writing  executed and delivered to the Trustee,  to
direct  the  time,  method  and place of  conducting  all  remedial  proceedings
available to the Trustee under this  Indenture or exercising  any trust or power
conferred on the Trustee by this  Indenture;  provided,  however,  that the Bank
shall have no such rights in respect of  remedies  against it. In the event of a
conflict  between the  directions  of the Bank and those of the Owners of Bonds,
the directions of the Bank shall prevail,  unless a default  hereunder  shall be
due to the  Bank's  failure  to honor a drawing  made by the  Trustee  under the
Letter of Credit in accordance with the terms of the Letter of Credit.

     Section 9.05. Limitation on Bondholders' Right To Institute Proceedings. No
Bondholder  shall have any right to institute any suit,  action or proceeding in
equity or at law for the execution of any trust or power hereunder, or any other
remedy hereunder or on said Bonds, unless such Bondholder  previously shall have
given to the  Trustee  written  notice  of an Event of  Default  as  hereinabove
provided and unless also Bondholders of not less than twenty-five  percent (25%)
in  principal  amount of the Bonds  then  Outstanding  shall  have made  written
request of the Trustee so to do, after the right to institute said suit,  action
or  proceeding  under  Section  9.02 hereof shall have  accrued,  and shall have
afforded the Trustee a reasonable  opportunity  to proceed to institute the same
in either its or their name,  and unless  there also shall have been  offered to
the  Trustee  security  and  indemnity  satisfactory  to it  against  the costs,
expenses  and  liabilities  to be incurred  therein or thereby,  and the Trustee
shall not have complied  with such request  within a reasonable  time;  and such
notification,  request and offer of indemnity are hereby  declared in every such
case,  at  the  option  of  the  Trustee,  to be  conditions  precedent  to  the
institution of said suit, action or proceeding; it being understood and intended
that no one or more of the  Bondholders  shall  have  any  right  in any  manner
whatever by his or their action to affect,  disturb or prejudice the security of
this Indenture,  or to enforce any right hereunder or under the Bonds, except in
the manner herein provided,  and that all suits,  actions and proceedings at law
or in equity  shall be  instituted,  had and  maintained  in the  manner  herein
provided and for the equal benefit of all Bondholders.

     Section 9.06. No  Impairment of Right To Enforce  Payment.  Notwithstanding
any other  provision in this  Indenture,  the right of any Bondholder to receive
payment  of the  principal  of and  interest  on  such  Bond,  on or  after  the
respective due dates expressed therein, or to institute suit for the enforcement
of any such payment on or after such respective  date,  shall not be impaired or
affected without the consent of such Bondholder.

     Section 9.07.  Proceedings  by Trustee  Without  Possession  of Bonds.  All
rights of action under this  Indenture or under any of the Bonds secured  hereby
which  are  enforceable  by  the  Trustee  may be  enforced  by it  without  the
possession of any of the Bonds, or the production  thereof at the trial or other
proceedings relative thereto, and any such suit, action or proceeding instituted
by the Trustee shall be brought in its name for the equal and ratable benefit of
the Bondholders, subject to the provisions of this Indenture.


                                       45

     Section  9.08. No Remedy  Exclusive.  No remedy  herein  conferred  upon or
reserved to the Trustee or to  Bondholders  is intended to be  exclusive  of any
other  remedy or remedies,  and each and every such remedy shall be  cumulative,
and shall be in addition  to every other  remedy  given  hereunder  or under the
Lease, or now or hereafter existing at law or in equity or by statute; provided,
however,  that any  conditions  set forth  herein to the taking of any remedy to
enforce the provisions of this  Indenture,  the Bonds or the Lease also shall be
conditions to seeking any remedies  under any of the foregoing  pursuant to this
Section 9.08.

     Section 9.09.  No Waiver of Remedies.  No delay or omission of the Trustee,
of the Bank or of any  Bondholder  to exercise any right or power  accruing upon
any default  shall  impair any such right or power or shall be construed to be a
waiver of any such  default,  or an  acquiescence  therein;  and every power and
remedy  given  by  this  Article  IX to  the  Trustee,  to the  Bank  and to the
Bondholders,  respectively,  may be exercised  from time to time and as often as
may be deemed expedient.

     Section 9.10. Application of Moneys. Any moneys received by the Trustee, by
any  receiver or by any  Bondholder  pursuant to any right given or action taken
under the provisions of this Article IX, after payment of the  reasonable  costs
and expenses of the  proceedings  resulting in the collection of such moneys and
of the reasonable  expenses,  liabilities  and advances  incurred or made by the
Trustee  including its counsel fees and expenses  (provided that moneys received
under the Letter of Credit, or other moneys held for the benefit of Bondholders,
shall not be used for  purposes  other  than  payment  of the  Bonds),  shall be
deposited  in the Bond Fund and all moneys so  deposited in the Bond Fund during
the  continuance  of an Event of Default  (other  than moneys for the payment of
Bonds  which had  matured or  otherwise  become  payable  prior to such Event of
Default or for the payment of interest due prior to such Event of Default) shall
be applied as follows:

          (a) Unless the principal of all the Bonds shall have been declared due
     and payable,  all such moneys shall be applied (i) first, to the payment to
     the persons  entitled  thereto of all  installments of interest then due on
     the Bonds,  with interest on overdue  installments,  if lawful, at the rate
     per annum borne by the Bonds, in the order of maturity of the  installments
     of such  interest and, if the amount  available  shall not be sufficient to
     pay in full any  particular  installment  of interest,  then to the payment
     ratably, according to the amounts due on such installment, and (ii) second,
     to the payment to the persons  entitled  thereto of the unpaid principal of
     any of the Bonds which  shall have become due (other than Bonds  called for
     redemption  for  the  payment  of  which  money  is  held  pursuant  to the
     provisions  of this  Indenture)  with  interest on such Bonds at their rate
     from the  respective  dates upon which they  became due and,  if the amount
     available  shall  not  be  sufficient  to  pay  in  full  Bonds  due on any
     particular date, together with such interest,  then to the payment ratably,
     according to the amount of principal and interest due on such date, in each
     case  to the  persons  entitled  thereto,  without  any  discrimination  or
     privilege.

          (b) If the principal of all the Bonds shall have been declared due and
     payable,  all such moneys shall be applied to the payment of the  principal
     and interest  then due and unpaid upon the Bonds,  with interest on overdue
     interest and  principal,  as aforesaid,  without  preference or priority of
     principal over interest or interest over  principal,  or of any installment
     of interest over any other installment of interest, or of any Bond over any
     other  Bond,  ratably,  according  to  the  amounts  due  respectively  for
     principal  and  interest,  to the  persons  entitled  thereto  without  any
     discrimination or privilege.

          (c) If the principal of all the Bonds shall have been declared due and
     payable,  and if such declaration  shall thereafter have been rescinded and
     annulled  under the  provisions  of this Article IX,  then,  subject to the
     provisions  of clause (b) of this Section 9.10 which shall be


                                       46

     applicable  in the event that the  principal  of all the Bonds  shall later
     become due and payable,  the moneys shall be applied in accordance with the
     provisions of clause (a) of this Section 9.10.

          (d)  To the  Bank  to  the  extent  of any  amounts  owing  under  the
     Reimbursement Agreement.

     Whenever  moneys  are to be  applied  pursuant  to the  provisions  of this
Section 9.10, such moneys shall be applied at such times, and from time to time,
as the Trustee shall  determine,  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.  Whenever the Trustee shall apply
such  funds,  it shall fix the date  (unless  such date has  already  been fixed
pursuant to Section  9.02)  (which  shall be an Interest  Payment Date unless it
shall deem another date more suitable) upon which such application is to be made
and upon such date  interest on the amounts of principal and interest to be paid
on such date shall cease to accrue. The Trustee shall give notice of the deposit
with it of any such  moneys  and of the  fixing  of any such date by Mail to all
Owners of  Outstanding  Bonds and shall not be required  to make  payment to any
Bondholder  until such Bond shall be  presented  to the Trustee for  appropriate
endorsement or for cancellation if fully paid;  provided,  however,  that in the
event of acceleration  pursuant to Section 9.02 hereof,  the date so fixed shall
be no later than three (3) days from the date of such notice.

     Section 9.11.  Severability of Remedies. It is the purpose and intention of
this  Article  IX to  provide  rights  and  remedies  to  the  Trustee  and  the
Bondholders  which may be lawfully  granted under the provisions of the Act, but
should any right or remedy  herein  granted be held to be unlawful,  the Trustee
and the Bondholders shall be entitled,  as above set forth, to every other right
and remedy provided in this Indenture and by law.

     Section 9.12.  Trustee May File Proofs of Claim. In case of the pendency of
any   receivership,   insolvency,   liquidation,   bankruptcy,   reorganization,
arrangement,  adjustment,  composition or other judicial  proceeding relative to
the Tenant or the  property  of the Tenant  known to the  Trustee,  the  Trustee
(irrespective  of  whether  the  principal  of the Bonds  shall  then be due and
payable as therein  expressed or by declaration or otherwise and irrespective of
whether the Trustee  shall have made any demand on the Tenant for the payment of
overdue principal or interest) shall be entitled and empowered,  by intervention
in such proceeding or otherwise:

          (a) to file and prove a claim for the whole amount of  principal  (and
     premium,  if any) and interest owing and unpaid in respect to the Bonds and
     to file such other  papers or documents as may be necessary or advisable in
     order to have the  claims  of the  Trustee  (including  any  claim  for the
     reasonable  compensation,  expenses,  disbursements  and  advances  of  the
     Trustee, its agents and counsel) and of the Owners allowed in such judicial
     proceeding; and

          (b) to collect  and receive  any moneys or other  property  payable or
     deliverable  on any such claims and to  distribute  the same subject to the
     provisions of Section 9.10;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
similar  official in any such judicial  proceeding is hereby  authorized by each
Owner to make such  payments to the  Trustee  and, in the event that the Trustee
shall consent to the making of such payments  directly to the Owner,  to pay the
Trustee  any  amount  due  it  for  the   reasonable   compensation,   expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 10.02.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize or consent to or accept or adopt on behalf of any Owner any  proposal,
plan of reorganization,  arrangement, adjustment or


                                       47

composition  or other similar  arrangement  affecting the Bonds or the rights of
any Owner  thereof,  or to authorize the Trustee to vote in respect of the claim
or any Owner in any such proceeding.


                                    ARTICLE X

                   TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS;
                          REGISTRAR; REMARKETING AGENT

     Section 10.01.  Acceptance of Trusts. The Trustee hereby accepts the trusts
imposed upon it by this Indenture,  and agrees to perform said trusts,  but only
upon and subject to the following express terms and conditions:

          (a) The Trustee,  prior to the  occurrence  of an Event of Default and
     after  the  curing  of all  events  of  default  which  may have  occurred,
     undertakes to perform such duties and only such duties as are  specifically
     set  forth in this  Indenture.  In case an Event of  Default  has  occurred
     (which has not been cured or waived) the Trustee shall exercise such of the
     rights and powers vested in it by this  Indenture,  and use the same degree
     of care and skill in their exercise,  as a prudent person would exercise or
     use under the circumstances in the conduct of his or her own affairs.

          (b) The Trustee  may  execute  any of the trusts or powers  hereof and
     perform any of its duties by or through  attorneys,  accountants  and other
     experts,  agents,  receivers or employees but shall be  answerable  for the
     conduct of the same in accordance with the standard  specified  above,  and
     shall be entitled to advice of counsel concerning its duties hereunder, and
     may in all cases pay such  reasonable  compensation  to all such attorneys,
     accountants  and other  experts,  agents and receivers as may reasonably be
     employed in connection with the trusts hereof.

          (c) The Trustee shall not be responsible for any recital herein, or in
     the Bonds,  or for the  recording or filing of any  instrument  required to
     secure the Bonds,  or for the  validity of the  execution  by the Issuer of
     this  Indenture,  or of any  instruments of further  assurance,  or for the
     sufficiency  of the security for the Bonds issued  hereunder or intended to
     be secured  hereby;  but the Trustee shall be entitled to receive an annual
     opinion of counsel for the Tenant with respect to any  necessary  filing of
     any  continuation  statements which may from time to time be required to be
     filed under the Uniform  Commercial  Code of the State in order to continue
     the  perfection of the lien of this  Indenture  and the Lease.  The Trustee
     shall not be  responsible  for  insuring  the  Project  or  collecting  any
     insurance  moneys,  or for the  validity of the  execution by the Issuer of
     this  Indenture or of any  supplements  thereto or  instruments  of further
     assurance, or for the sufficiency of documents relating to the security for
     the Bonds  issued  hereunder  or  intended  to be secured  hereby,  and the
     Trustee shall not be bound to ascertain or inquire as to the  observance or
     performance of any  covenants,  conditions or agreements on the part of the
     Issuer or on the part of the  Tenant  under the Lease  except as herein set
     forth.

          (d) The  Trustee  shall  not be  accountable  for the use of any Bonds
     authenticated or delivered  hereunder.  The Trustee may become the owner of
     Bonds  secured  hereby with the same rights  which it would have if not the
     Trustee.

          (e) The Trustee shall be protected in acting upon any opinion, notice,
     request, consent, certificate,  order, affidavit, letter, telegram or other
     paper or  document  believed  to be genuine  and  correct  and to have been
     signed 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


                                       48

     the time of making such request or giving such  authority or consent is the
     owner of any Bond,  shall be conclusive  and binding upon all future owners
     of the same Bond and upon Bonds  issued in  exchange  therefor  or in place
     thereof.

          (f) As to the  existence  or  non-existence  of any  fact or as to the
     sufficiency or validity of any instrument, paper or proceeding, the Trustee
     shall be  entitled  to rely upon a  certificate  signed  by the  Authorized
     Issuer  Representative  or an Authorized  Tenant  Representative  under the
     Lease as sufficient  evidence of the facts  therein  contained and prior to
     the  occurrence  of a default of which the  Trustee  has been  notified  as
     provided in Section 10.01(h) hereof,  or of which by Section 10.01(h) it is
     deemed  to have  notice,  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 by it to be necessary or advisable, but shall in no
     case be bound to secure the same.  The Trustee may accept a certificate  of
     the  authorized  officer or  officers  of the Issuer  under the seal of the
     Issuer to the effect that an  authorization  in the form  therein set forth
     has  been  adopted  by  the  Issuer  as   conclusive   evidence  that  such
     authorization has been duly adopted and is in full force and effect.

          (g) The  permissive  right of the Trustee to do things  enumerated  in
     this  Indenture  shall  not be  construed  as a duty  and it  shall  not be
     answerable for other than its gross negligence or willful default.

          (h) The  Trustee  shall not be required to take notice or be deemed to
     have notice of any default  hereunder or under the Agreement except failure
     by the  Issuer  to  cause  to be made any of the  payments  to the  Trustee
     required  to be made by  Article  V hereof,  unless  the  Trustee  shall be
     specifically  notified  in writing  of such  default by the Issuer or by an
     owner of Bonds,  and all  notices  or other  instruments  required  by this
     Indenture to be delivered to the Trustee,  must,  in order to be effective,
     be delivered at the Designated  Corporate Trust Office of the Trustee,  and
     in the absence of such  notice so  delivered  the Trustee may  conclusively
     assume there is no default except as aforesaid.

          (i) At any  and  all  reasonable  times  the  Trustee,  and  its  duly
     authorized  agents,   attorneys,   experts,   engineers,   accountants  and
     representatives,  shall have the right  fully to inspect any and all of the
     property herein  conveyed,  including all books,  papers and records of the
     Issuer  pertaining to the Project and the Bonds, and to take such memoranda
     from and with regard  thereto as may be desired,  but shall have no express
     or implied duty to do so.

          (j) The  Trustee  shall not be  required to give any bond or surety in
     respect of the  execution  of the said  trusts and powers or  otherwise  in
     respect of the premises.

          (k) Notwithstanding  anything elsewhere in this Indenture with respect
     to the authentication of any Bonds, the withdrawal of any cash, the release
     of any  property,  or any  action  whatsoever  within  the  purview of this
     Indenture,  the Trustee shall have the right, but shall not be required, to
     demand  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  to  the
     authentication  of any Bonds,  the withdrawal of any cash, or the taking of
     any other action by the Trustee.

          (l) Before  taking any action  referred to in Section  9.02C,  9.04 or
     10.04  hereof  the  Trustee  may  require  that a  reasonably  satisfactory
     indemnity bond be furnished for the  reimbursement of all expenses to which
     it may be put and to protect it against  all  liability,  except


                                       49

     liability  which is adjudicated to have resulted from its failure to comply
     with the standard of care  prescribed by Section  10.01(a) hereof by reason
     of  any  action  so  taken.   Provided,   however,  that  nothing  in  this
     subparagraph  (l) shall  authorize the Trustee to delay in making a draw on
     the Letter of Credit or any Confirming  Letter of Credit in the event of an
     acceleration of the maturity of the Bonds.

          (m) All moneys received by the Trustee shall, until used or applied or
     invested as herein  provided,  be held in trust for the  purposes for which
     they were  received but need not be  segregated  from other funds except to
     the extent required by law.

          (n) The Trustee may rely upon advice of counsel  chosen by the Trustee
     with due care and the opinions delivered in connection with the issuance of
     the Bonds, and, absent gross negligence or willful misconduct, shall not be
     responsible for any loss or damage  resulting from any action or non-action
     by it taken or omitted to be taken in reliance  upon advice of such counsel
     or  such  opinions.  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 the exercise of any discretion or power
     under this  Indenture or for anything  whatsoever  in  connection  with the
     trusts created hereby,  except only for its own gross negligence or willful
     misconduct, including that of its directors, officer, employees or agents.

          (o) None of the provisions  contained in this Indenture  shall require
     the Trustee or the Issuer to expend or risk their own funds or otherwise to
     incur financial  liability in the performance of any of their duties or the
     exercise of any of their  rights or powers  hereunder,  except as expressly
     provided  herein.  Neither the Trustee nor the Issuer  shall be required to
     give any bond or surety in respect  to the  execution  of their  rights and
     obligations hereunder.

          (p) Except as required to effect an assignment to a successor  trustee
     or the Bank, or in the Event of Default  under the Lease or this  Indenture
     the Trustee  shall not sell,  assign,  pledge or transfer the Bond or Bonds
     held by it, and the Trustee is authorized  to enter into an agreement  with
     the Tenant to such effect.

     Section 10.02. Fees, Charges and Expenses of the Trustee. The Trustee shall
be entitled to payment and  reimbursement  for reasonable  fees for its services
rendered hereunder and all advances,  counsel fees and other expenses reasonably
made or  incurred  by the  Trustee  in  connection  with  such  services  and in
connection with entering into this Indenture. Upon an Event of Default, but only
upon an Event of  Default,  the  Trustee  shall  have a first lien with right of
payment  prior to payment  on account of  principal  of,  premium,  if any,  and
interest on any Bond upon the Trust Estate for the foregoing  fees,  charges and
expenses incurred by it.

     Pursuant to the Lease,  the Tenant shall  indemnify  and hold  harmless the
Trustee and the Issuer against any  liabilities  which the Trustee or the Issuer
may incur in the exercise and  performance of their powers and duties  hereunder
which are not due to the Trustee's or the Issuer's  gross  negligence or willful
misconduct,  and for any  reasonable  fees and  expenses  of the  Trustee to the
extent funds are not available under this  Indenture.  The rights of the Trustee
and the Issuer under this Section shall survive the payment in full of the Bonds
and the discharge of this Indenture.

     Section  10.03.  Trustee as Paying Agent and  Registrar.  The Trustee shall
also  serve  as the  Paying  Agent  and the  Registrar  for the  Bonds,  and all
references  to fees,  charges and  expenses  of the  Trustee in this  Indenture,
including without  limitation such references in Section 10.02 hereof,  shall be
deemed also to refer to the reasonable fees,  charges and expenses of the Paying
Agent and the Registrar.


                                       50

     Section 10.04.  Intervention by the Trustee.  In any judicial proceeding to
which  the  Issuer is a party  which,  in the  opinion  of the  Trustee  and its
counsel,  has a substantial bearing on the interests of owners of the Bonds, the
Trustee may intervene on behalf of  Bondholders  and shall do so if requested in
writing by the owners of at least a majority of the aggregate  principal  amount
of Bonds then  outstanding,  provided  that the  Trustee  shall  first have been
offered  indemnification in accordance with Section 10.01(1) hereof against such
liability  as it may incur in or by reason of such  proceeding.  The  rights and
obligations  of the Trustee  under this Section are subject to the approval of a
court of competent jurisdiction.

     Section 10.05. Successor Trustee. Any corporation or association into which
the Trustee may be converted or merged, or with which it may be consolidated, or
to which it may sell or  transfer  its trust  business  and assets as a whole or
substantially  as a whole, or any corporation or association  resulting from any
such  conversion,  sale,  merger,  consolidation  or transfer,  to which it is a
party,  shall be and become successor  Trustee  hereunder and vested with all of
the  title  to the  Trust  Estate  and  all  the  trusts,  powers,  discretions,
immunities, privileges and all other matters as was its predecessor, without the
execution or filing of any  instrument or any further act, deed or conveyance on
the  part  of  any  of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.  Any such  successor  Trustee shall give notice  thereof to the
Issuer and the Tenant.

     Section 10.06.  Resignation  by the Trustee.  The Trustee and any successor
Trustee  may at any time  resign  from  the  trusts  hereby  created  by  giving
forty-five  (45) days' written  notice by registered or certified  mail,  return
receipt  requested,  to the Issuer,  the Tenant and the owner of each Bond,  and
such  resignation  shall take effect at the end of such forty-five (45) days (or
upon the earlier appointment of a successor Trustee by the Bondholders or by the
Issuer) provided that a successor Trustee has been appointed pursuant to Section
10.05  hereof.  If no successor  Trustee  shall have been so appointed and shall
have accepted appointment within forty-five (45) days of the giving of notice by
the resigning Trustee, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     Section  10.07.  Removal of the Trustee.  The Trustee may be removed at any
time, by an instrument or  concurrent  instruments  in writing  delivered to the
Trustee, to the Issuer and to the Tenant, and signed by the owners of a majority
in aggregate principal amount of Bonds then outstanding, or (so long as no Event
of  Default is then  existing  under  this  Indenture)  signed by the Tenant and
delivered to the Trustee and the Issuer, and such removal shall take effect upon
the  appointment  of a successor  Trustee  pursuant to the provisions of Section
10.08 hereof and the acceptance by the successor Trustee of such appointment.

     Section 10.08.  Appointment of Successor  Trustee by Bondholders or Issuer.
In case the Trustee  hereunder shall resign or be removed,  or be dissolved,  or
shall be in the  course of  dissolution  or  liquidation,  or  otherwise  become
incapable of acting hereunder, or in case it shall be taken under the control of
any  public  officer  or  officers,  or of a receiver  appointed  by a court,  a
successor may be appointed by the Issuer (at the direction of the Tenant, unless
the Tenant shall then be in default,  under this Indenture),  or if no successor
Trustee is so  appointed  by the  Issuer,  then by the  owners of a majority  in
aggregate  principal  amount of Bonds  then  outstanding,  by an  instrument  or
concurrent  instruments  in  writing  signed by such  owners,  or by their  duly
authorized  attorneys in fact, a copy of which shall be delivered  personally or
sent by registered mail, return receipt requested, to the Issuer and the Tenant.
Every such Trustee appointed pursuant to the provisions of this Section shall be
a trust company or bank in good standing  having a reported  capital and surplus
of not less than $50,000,000, if there be such an institution willing, qualified
and able to accept the trust upon customary  terms, and (unless the Tenant shall
then be in default under this Indenture) shall be satisfactory to the Tenant.


                                       51

     Section 10.09.  Concerning Any Successor  Trustee.  Every successor Trustee
appointed  hereunder  shall  execute,  acknowledge  and  deliver  to  its or his
predecessor  and also to the  Issuer  and the  Tenant an  instrument  in writing
accepting such appointment  hereunder and thereupon such successor,  without any
further act, deed or conveyance, shall become fully vested with all the estates,
properties,  rights,  powers, trust, duties and obligations of its predecessors;
but such predecessor shall, nevertheless,  on the written request of the Issuer,
or of its  successor,  execute and deliver an  instrument  transferring  to such
successor  all the  estates,  properties,  rights,  powers  and  trusts  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 estate, rights, power
and duties  hereby vested or intended to be vested in the  predecessor,  any and
all such instruments in writing shall, on request, be executed, acknowledged and
delivered by the Issuer.  The  resignation  of any Trustee and the instrument or
instruments removing any Trustee and appointing a successor hereunder,  together
with all  other  instruments  provided  for in this  Article,  shall be filed or
recorded by the successor  Trustee in each recording  office, if any, where this
Indenture shall have been filed or recorded.

     Section  10.10.  Appointment  of  Co-Trustee.  It is the  purpose  of  this
Indenture  that  there  shall  be no  violation  of any law of any  jurisdiction
(including  particularly  the law of 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 hold title to the  properties,  in trust,  as herein
granted,  or take any  other  action  which may be  desirable  or  necessary  in
connection therewith, it may be necessary that the Trustee appoint an individual
or  an  additional  institution  as a  separate  or  co-trustee.  The  following
provisions of this Section 10.10 are adapted to these ends.

     In the event that the  Trustee  appoints  an  individual  or an  additional
institution as a separate or co-trustee,  each and every remedy,  power,  right,
obligation,  claim, demand, cause of action,  immunity,  estate, title, interest
and lien expressed or intended by this  Indenture to be imposed upon,  exercised
by or vested in or conveyed to the Trustee with respect thereto shall be imposed
upon,  exercisable  by and vest in such separate or  co-trustee  but only to the
extent  necessary to enable such separate or co-trustee to exercise such powers,
rights and remedies and every covenant and obligation  necessary to the exercise
thereof by such separate or co-trustee shall run to and be enforceable by either
of them.  Such  separate or  co-trustee  shall  deliver an instrument in writing
acknowledging and accepting its appointment hereunder to the Issuer, the Trustee
and the Tenant.

     Should  any  instrument  in  writing  from the  Issuer be  required  by the
separate  trustee or  co-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 under this Indenture,  any and all such
instruments  in  writing  shall,  on  request,  be  executed,  acknowledged  and
delivered  by the  Issuer.  In case any  separate  trustee or  co-trustee,  or a
successor  to  either,  shall die,  become  incapable  of  acting,  resign or be
removed,  all the  estates,  properties,  rights,  powers,  trusts,  duties  and
obligations of such separate trustee or co-trustee,  so far as permitted by law,
shall vest in and be exercised  by the Trustee  until the  appointment  of a new
trustee or successor to such separate trustee or co-trustee.

     The  appointment of a co-trustee  hereunder shall not in any way change the
Trustee's fiduciary duties and obligations hereunder.

     Section 10.11.  Remarketing  Agent. For any Variable Rate Period, or in the
event of a Tax-Exempt Conversion, the Tenant shall appoint the Remarketing Agent
for the converted Bonds or the


                                       52

Segregated  Series Bonds, as applicable,  subject to the conditions set forth in
Section 10.12 hereof. The Remarketing Agent shall designate its principal office
to the Paying Agent,  the Trustee and the Bank and signify its acceptance of the
duties and  obligations  imposed  upon it  hereunder  and under the  Remarketing
Agreement by a written  instrument  of acceptance  delivered to the Issuer,  the
Bank, the Tenant and the Trustee.

     Section 10.12.  Qualifications of Remarketing  Agent. The Remarketing Agent
shall  be an  entity  which  is a  member  in  good  standing  of  the  National
Association  of  Securities  Dealers,  Inc.  and shall be  authorized  by law to
perform all the duties  imposed upon it by this  Indenture  and the  Remarketing
Agreement. The Remarketing Agent may at any time resign and be discharged of the
duties and obligations  created by this Indenture and the Remarketing  Agreement
by giving at least thirty (30) days' notice to the Issuer, the Bank, the Tenant,
and the  Trustee.  The  Remarketing  Agent may be removed  upon sixty (60) days'
notice,  at the direction of the Tenant,  with the prior written  consent of the
Bank, by an instrument,  signed by the Issuer, filed with the Remarketing Agent,
the Bank, the Tenant and the Trustee.

     In the event that the Issuer  shall  fail to  appoint a  Remarketing  Agent
hereunder,  or in the  event  that the  Remarketing  Agent  shall  resign  or be
removed, or be dissolved, or if the property or affairs of the Remarketing Agent
shall be taken under the control of any state or Federal court or administrative
body because of  bankruptcy  or  insolvency,  or for any other  reason,  and the
Issuer shall not have appointed its successor as Remarketing  Agent, the Tenant,
with the  consent of the Bank shall  appoint a successor  Remarketing  Agent and
until a successor  Remarketing  Agent is appointed the Trustee but only upon its
receipt of actual notice of such resignation,  removal or dissolution shall ipso
facto be deemed to be the Remarketing  Agent for all purposes of this Indenture;
however,  if no successor  Remarketing  Agent has been appointed for a period of
thirty (30) days,  the Trustee shall apply to a court of competent  jurisdiction
for the appointment of a successor Remarketing Agent.

     Section 10.13.  Tender Agent. For any Variable Rate Period, or in the event
of a  Tax-Exempt  Conversion,  the Issuer shall with the approval of the Tenant,
appoint the Tender Agent for the converted Bonds or the Segregated Series Bonds,
as  applicable,  subject to the condition of Section  10.15  hereof.  The Tender
Agent shall designate its principal office to the Paying Agent, the Trustee, the
Remarketing  Agent and the Bank and  signify  its  acceptance  of the duties and
obligations  imposed  upon it hereunder by a written  instrument  of  acceptance
delivered to the Issuer,  the Bank, the  Remarketing  Agent,  the Tenant and the
Trustee under which the Tender Agent will agree, particularly:

          (a) to hold all  Bonds  delivered  to it  hereunder  in trust  for the
     benefit of the  respective  Bondholders  which shall have so delivered such
     Bonds until moneys representing the purchase price of such Bonds shall have
     been  delivered  to or  for  the  account  of  or  to  the  order  of  such
     Bondholders;

          (b) to hold all moneys  delivered to it hereunder  for the purchase of
     Bonds in trust for the benefit of the person or entity  which shall have so
     delivered such moneys until the Bonds purchased with such moneys shall have
     been delivered to or for the account of such person or entity;

          (c) to keep such books and records as shall be consistent with prudent
     industry  practice  and to  make  such  books  and  records  available  for
     inspection  by the Issuer,  the  Trustee,  the Bank,  and the Tenant at all
     reasonable times.

     The Issuer shall cooperate with the Trustee,  the Registrar,  the Bank, and
the Tenant to cause the necessary  arrangements  to be made and to be thereafter
continued  whereby funds from the sources


                                       53

specified  herein and in the Lease will be made  available  for the  purchase of
Bonds  presented  at the  principal  office of the  Tender  Agent (or such other
office as may be designated by the Tender Agent) and whereby Bonds,  executed by
the Issuer and authenticated by the Trustee or its  Authenticating  Agent, shall
be made available to the Remarketing  Agent to the extent necessary for delivery
pursuant to Section 3.05 hereof.

     Section 10.14. Qualifications of Tender Agent. The Tender Agent shall be an
entity which is authorized  by law to perform all the duties  imposed upon it by
this Indenture. The Tender Agent may at any time resign and be discharged of the
duties and  obligations  created by this Indenture by giving at least sixty (60)
days' notice to the Issuer,  the Bank, the Tenant,  and the Trustee.  The Tender
Agent may be removed at any time, at the direction of the Tenant, with the prior
written consent of the Bank, by an instrument,  signed by the Issuer, filed with
the Tender Agent, the Bank, the Remarketing Agent and the Trustee.

     In the event of the resignation or removal of the Tender Agent,  the Tender
Agent shall pay over, assign and deliver any moneys and Bonds held by it in such
capacity to its successor or, if there be no successor, to the Trustee.

     In the  event  that  the  Issuer  shall  fail to  appoint  a  Tender  Agent
hereunder,  or in the event that the Tender Agent shall resign or be removed, or
be  dissolved,  or if the property or affairs of the Tender Agent shall be taken
under the control of any state or Federal court or  administrative  body because
of bankruptcy or insolvency,  or for any other reason,  and the Issuer shall not
have  appointed its successor as Tender Agent,  the Tenant,  with the consent of
the Bank shall  appoint a successor  Tender  Agent and until a successor  Tender
Agent is  appointed  the Trustee  but only upon its receipt of actual  notice of
such  resignation,  removal or dissolution  shall ipso facto be deemed to be the
Tender Agent for all purposes of this Indenture.

     Section  10.15.  Several  Capacities.  Anything  in this  Indenture  to the
contrary  notwithstanding,  the same entity may serve  hereunder as the Trustee,
the Paying Agent, the Registrar,  the Remarketing Agent and the Tender Agent and
in any other combination of such capacities, to the extent permitted by law.

                                   ARTICLE XI

                               REFERENCES TO BANK;
                   EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND
                           PROOF OF OWNERSHIP OF BONDS

     Section 11.01.  References to Bank.  Upon the expiration of the term of the
Letter of Credit,  references  to the Bank  shall be  ineffective,  except  with
respect to amounts payable to the Bank which have not been paid;  provided that,
if an  Alternate  Letter of Credit has been  delivered  in  accordance  with the
Lease,  references to the Bank herein shall, unless the context clearly requires
otherwise,  refer to the  issuer of such  Alternate  Letter of  Credit.  Until a
Conversion  Date,  references to the Bank shall be  ineffective  as to any Bonds
owned by the  Tenant  as  initially  issued,  and any  such  Bonds  that  remain
unconverted  after a Conversion  Date to bear  interest at a Variable  Rate,  or
unconverted to a Segregated Series Bonds.

     If an Event of Default shall have occurred  hereunder due to failure by the
Bank to honor a proper  drawing by the Trustee  under the Letter of Credit,  the
rights of such  Bank  under  Article  IX and  Article  XII  hereof  shall not be
effective during the continuance of such failure.


                                       54

     All references to the "Bank" in this Indenture  shall mean the  "Confirming
Bank" in the event that a draw is made under the terms of the Confirming  Letter
of Credit and for so long as the Confirming Bank has not been reimbursed in full
for the  amount of such  drawing.  Notwithstanding  anything  elsewhere  in this
Indenture regarding a loss of rights by the Bank upon any failure by the Bank to
honor a proper  drawing by the  Trustee  under the Letter of Credit,  all rights
available  to the Bank  under  Article  IX and XII  hereof  shall  continue,  be
effective and be exercisable by the Confirming  Bank if the Confirming  Bank has
honored a drawing by the Trustee on the Confirming Letter of Credit.

     Section 11.02. Execution of Instruments;  Proof of Ownership.  Any request,
direction,  consent or other instrument in writing required or permitted by this
Indenture  to be signed or  executed  by  Bondholders  or on their  behalf by an
attorney-in-fact may be in any number of concurrent instruments of similar tenor
and may be  signed  or  executed  by  Bondholders  in  person  or by an agent or
attorney-in-fact  appointed  by an  instrument  in writing or as provided in the
Bonds.  Proof of the  execution of any such  instrument  and of the ownership of
Bonds  shall be  sufficient  for any  purpose  of this  Indenture  and  shall be
conclusive  in favor of the Trustee  with regard to any action taken by it under
such instrument if made in the following manner:

          (a) 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 the laws thereof,  has power to take  acknowledgments
     within  such  jurisdiction,  to the  effect  that the person  signing  such
     instrument  acknowledged  before  him  the  execution  thereof,  or  by  an
     affidavit of a witness to such execution.

          (b) The ownership of Bonds shall be proved by the  registration  books
     kept under the provisions of Section 2.08 hereof.

     Nothing  contained  in this  Article XI shall be  construed as limiting the
Trustee to such proof,  it being  intended that the Trustee may accept any other
evidence of matters herein stated which it may deem sufficient.  Any request of,
consent of or assignment by any Bondholder  shall bind every future Owner of the
same Bond or any Bond or Bonds  issued in lieu  thereof in  respect of  anything
done  by the  Trustee  or the  Issuer  pursuant  to  such  request,  consent  or
assignment.


                                   ARTICLE XII
                             SUPPLEMENTAL INDENTURES

     Section   12.01.   Supplemental   Indentures   Not  Requiring   Consent  of
Bondholders.  The Issuer and the Trustee, with the consent of the Tenant so long
as the Tenant is the sole  Bondholder of all  Outstanding  Bonds,  may,  without
consent  of, or notice to, any of the  Bondholders  enter into an  indenture  or
indentures  supplemental  to this Indenture for any one or more of the following
purposes:

          (a) To cure  any  ambiguity  or  formal  defect  or  omission  in this
     Indenture;

          (b) To grant to or confer  upon the  Trustee  for the  benefit  of the
     Bondholders any additional rights,  remedies,  powers or authority that may
     lawfully be granted to or conferred upon the Bondholders or the Trustee;

          (c) To evidence the appointment of a separate  trustee or a co-trustee
     or the succession of a new Trustee hereunder;

          (d) To provide for an uncertificated book-entry system of registration
     for the Bonds;


                                       55

          (e) To preserve the exclusion of the interest on the Segregated Series
     Bonds from gross income for purposes of federal income taxation;

          (f) To implement the Variable  Rate,  the Fixed  Interest Rate after a
     Second  Conversion  Date or to evidence or give effect to the delivery of a
     Letter of Credit or an Alternate Letter of Credit;

          (g) To obtain or  maintain  an  appropriate  rating or  ratings on the
     Bonds;

          (h) To effect a Variable Rate Conversion or a Tax-Exempt Conversion;

          (i) To provide for the issuance of Additional Bonds; and

          (j) To make any other  change  which in the judgment of the Issuer and
     the  Trustee,  in reliance  upon an opinion of counsel,  is not  materially
     prejudicial to the Bondholders.

     Section 12.02.  Supplemental  Indentures  Requiring Consent of Bondholders.
Exclusive of supplemental indentures covered by Section 12.01 hereof and subject
to the terms and provisions  contained in this Section,  and not otherwise,  the
owners of not less than a majority 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  indenture  or  indentures
supplemental hereto as shall be deemed necessary and desirable by the Issuer for
the purpose of modifying,  altering,  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 nothing in this Section or in
Section  12.01 hereof  contained  shall permit,  or be construed as  permitting,
without the consent of the owners of 100% in aggregate  principal  amount of the
Bonds  then  outstanding,  (a)  an  extension  of  the  maturity  (or  mandatory
redemption  date) of the  principal  of, or the  interest  on,  any Bond  issued
hereunder,  or (b) a reduction in the principal amount of, or redemption premium
or rate of  interest  on,  any Bond  issued  hereunder,  or (c) a  privilege  or
priority  of any Bond or Bonds over any other Bond or Bonds,  or (d) a reduction
in the aggregate  principal amount of the Bonds the owners of which are required
to consent  to such  supplemental  indenture,  or (e) the  creation  of any lien
ranking  prior to or on a parity  with the lien of this  Indenture  on the Trust
Estate or any part  thereof,  or (f)  deprivation  of the owner of any Bond then
outstanding of the lien hereby created on the Trust Estate.

     If at any time the Issuer shall  request the Trustee to enter into any such
supplemental  indenture  for any of the  purposes of this  Section,  the Trustee
shall,  upon being  satisfactorily  indemnified with respect to expenses,  cause
notice of the proposed  execution of such  supplemental  indenture to be sent by
Mail to all  Bondholders.  Such notice shall briefly set forth the nature of the
proposed supplemental  indenture and shall state that copies thereof are on file
at the  Designated  Corporate  Trust Office of the Trustee for inspection by all
Bondholders.  If,  within  sixty  (60)  days or such  longer  period as shall be
prescribed by the Issuer following the mailing of such notice, the owners of not
less than a majority or 100%, as the case may be, in aggregate  principal amount
of the Bonds then outstanding shall have consented to and approved the execution
thereof as herein provided,  no owner of any Bond shall have any right to object
to any of the terms and provisions  contained therein, or the operation thereof,
or in any manner to question  the  propriety  of the  execution  thereof,  or to
enjoin or restrain  the Trustee or the Issuer  from  executing  the same or from
taking any action pursuant to the provisions thereof.  Upon the execution of any
such  supplemental  indenture as in this Section  permitted and  provided,  this
Indenture  shall be and be deemed  to be  modified  and  amended  in  accordance
therewith.


                                       56

     Section  12.03.  Consent  of Tenant  and the Bank.  Anything  herein to the
contrary notwithstanding,  a supplemental indenture under this Article shall not
become effective unless and until the Tenant and the Bank (if applicable)  shall
have consented to the execution and delivery of such supplemental  indenture. In
this regard,  the Trustee  shall cause  notice of the proposed  execution of any
such supplemental  indenture  together with a copy of the proposed  supplemental
indenture  to  be  mailed  by  certified  or  registered  mail,  return  receipt
requested, to the Tenant and the Bank and, if the Bonds are then rated by either
Moody's or S&P,  such rating  agency,  at least  fifteen  (15) days prior to the
proposed date of execution and delivery of any such supplemental indenture.  The
Tenant  and the Bank  shall be deemed to have  consented  to the  execution  and
delivery of any such  supplemental  indenture  if the Trustee does not receive a
letter of protest or objection  thereto signed by or on behalf of the Tenant and
the Bank on or before 4:30 o'clock P.M. local time at the  Designated  Corporate
Trust  Office of the  Trustee,  on the  fifteenth  day after the mailing of said
notice.

     Section  12.04.  Opinion of Bond Counsel.  The Trustee may require that the
Tenant deliver to the Trustee at the Tenant's expense an opinion of Bond Counsel
upon which the Trustee may rely to the effect that a  supplemental  indenture is
permitted by applicable law and will not adversely affect the tax-exempt  status
of the  interest  on the  Segregated  Series  Bonds and that  such  supplemental
indenture complies with the terms and provisions of this Indenture.


                                  ARTICLE XIII

                             AMENDMENT OF AGREEMENT

     Section  13.01.  Amendments,  etc.,  to  Lease  Not  Requiring  Consent  of
Bondholders.  The Trustee and the Issuer shall  without the consent of or notice
to the Bondholders consent to any amendment, change or modification of the Lease
which does not adversely  affect the  Bondholders  (i) as may be required by the
provisions  of the Lease or this  Indenture,  (ii) for the purpose of curing any
ambiguity  or formal  defect or  omission,  (iii) to  describe  more fully or to
amplify or correct the  description of any property  financed under the Lease or
intended  so to be; (iv) to  preserve  the tax exempt  status of interest on the
Segregated  Series  Bonds,  (v) to obtain or maintain an  appropriate  rating or
ratings on the Bonds, (vi) in connection with any other change therein which, in
the  judgment  of the Issuer and the  Trustee,  in  reliance  upon an opinion of
counsel, is not materially prejudicial to the Bondholders,  or (vii) to effect a
Variable Rate or Tax-Exempt Conversion;  provided, that if any Segregated Series
Bonds are outstanding at the time of such proposed  amendment,  the Tenant shall
provide the Trustee  with an opinion of Bond Counsel to the effect that any such
amendment is permitted by applicable  law and will not have an adverse effect on
the  exclusion  of the  interest on any  Segregated  Series Bonds from the gross
income of the owners thereof for federal income tax purposes.

     Section 13.02. Amendments,  etc. to Lease Requiring Consent of Bondholders.
Except for the amendments, changes or modifications as provided in Section 13.01
hereof,  the  Trustee and the Issuer  shall not consent to any other  amendment,
change or modification of the Lease without the giving of notice and the written
approval  or  consent of the  owners of not less than a  majority  in  aggregate
principal amount of the Bonds at the time  outstanding  given as in this Section
provided;  provided,  however,  that nothing in this Section or in Section 13.01
herein contained shall permit or be construed as permitting, without the consent
of  the  owners  of  100%  in  aggregate  principal  amount  of the  Bonds  then
outstanding, (a) an extension of time for the payment of an amount due under the
Bond,  or (b) a  reduction  in the total  amount due under the  Bonds,  or (c) a
reduction in the aggregate principal amount of the Bonds the owners of which are
required to consent to such  amendment,  change or modification of the Lease. If
at any time the Issuer and the Tenant  shall  request the consent of the Trustee
to any such proposed amendment, change or modification of the Lease, the Trustee
shall,  upon being  satisfactorily  indemnified


                                       57

with respect to expenses,  cause notice of such  proposed  amendment,  change or
modification  to be given in the same manner as provided by Section 12.02 hereof
with respect to supplemental indentures. Such notice shall briefly set forth the
nature of such proposed  amendment,  change or modification and shall state that
copies  of the  instrument  embodying  the  same  are on file at the  Designated
Corporate Trust Office of the Trustee for inspection by all Bondholders.

     Section  13.03.  Consent  of the  Bank.  Anything  herein  to the  contrary
notwithstanding,  as long as any Bonds bear  interest at a Variable  Rate or any
Segregated Series Bonds are Outstanding, amendments, changes or modifications of
the Lease  materially  affecting such Bonds or the rights of the Holders thereof
shall not become effective unless and until the Bank shall have consented to the
execution  and  delivery of such  amendments,  changes or  modifications  of the
Lease. In this regard,  the Trustee shall cause notice of the proposed execution
of any such  amendments,  changes or  modifications of the Lease together with a
copy of the proposed  amendments,  changes or  modifications  of the Lease to be
mailed by certified or registered mail,  return receipt  requested,  to the Bank
and, if the Bonds are then rated by either  Moody's or S&P, such rating  agency,
at least  fifteen days prior to the proposed  date of execution  and delivery of
any such  amendments,  changes or  modifications of the Lease. The Bank shall be
deemed to have  consented to the execution and delivery of any such  amendments,
changes or  modifications  of the Lease if the Trustee does not receive a letter
of protest or objection  thereto signed by or on behalf of the Bank on or before
4:30 p.m. local time at the Designated Corporate Trust Office of the Trustee, on
the fifteenth day after the mailing of said notice.

     Section  13.04.  Opinion of Bond Counsel.  The Trustee may require that the
Tenant deliver to the Trustee at the Tenant's expense an opinion of Bond Counsel
upon which the  Trustee  may rely to the effect  that any  amendment,  change or
modification  of the Lease is permitted by applicable law and will not adversely
affect the tax-exempt status of interest on the Segregated Series Bonds and that
such amendment, change or modification complies with the terms and provisions of
the Lease and this Indenture.

                                   ARTICLE XIV

                                  MISCELLANEOUS

     Section  14.01.  Consents,  etc.,  of  Bondholders.  Any consent,  request,
direction,  approval,  notice,  objection or other  instrument  required by this
Indenture to be signed and executed by the  Bondholders  may be in any number of
concurrent  documents  and may be executed by such  Bondholders  in person or by
agent appointed in writing. Proof of the execution of any such consent, request,
direction,  approval,  notice,  objection or other  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
by it under such request or other instrument, namely:

          (a) The fact  and  date of the  execution  by any  person  of any such
     writing 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  writing  acknowledged  before him the  execution
     thereof, or by an affidavit of any witness to such execution.

          (b) The fact of ownership of Bonds and the amount or amounts,  numbers
     and other  identification  of such  Bonds,  and the date of owning the same
     shall be proved by the registration  books of the Issuer  maintained by the
     Trustee pursuant to Section 2.08 hereof.


                                       58

     For  all  purposes  of  this  Indenture  and of  the  proceedings  for  the
enforcement  hereof,  such person shall be deemed to continue to be the owner of
such Bond  until the  Trustee  shall  have  received  notice in  writing  to the
contrary.

     In  determining  whether the owners of 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 (a) an "affiliate" 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 (b) "control",  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's right so to act with respect to such Bonds and that the pledgee is not
the Tenant or any affiliate of the Tenant.

     Notwithstanding the foregoing  paragraph,  Bonds owned by the Tenant or any
affiliate of the Tenant shall be deemed to be  Outstanding  under this Indenture
if all the Bonds Outstanding at the time are owned by the Tenant or an affiliate
of the  Tenant;  provided,  however,  that  in such  event  the  Tenant  or such
affiliate  may not  consent  to any  supplement  to this  Indenture  that  would
adversely  affect  the  validity  of the Bonds or the  tax-exempt  status of the
interest  on the  Segregated  Series  Bonds;  and  provided  further  that  if a
supplement  to this  Indenture  is  executed  at a time  when the  Tenant or any
affiliate is the owner of all the Outstanding  Bonds,  Bond Counsel shall render
an opinion  that the  execution of the  supplement  to this  Indenture  does not
adversely  affect  the  validity  of the Bonds or the tax  exempt  status of the
interest on the Segregated Series Bonds.

     Section  14.02.  Limitation of Rights.  With the exception of rights herein
expressly  conferred,  nothing  expressed  or mentioned in or to be implied from
this  Indenture  or the Bonds is intended or shall be  construed  to give to any
person or company other than the parties  hereto and the Tenant,  and the owners
of the  Bonds,  any legal or  equitable  right,  remedy  or claim  under or with
respect to this  Indenture or any covenants,  conditions  and provisions  herein
contained;  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 and the Tenant and the owners of the Bonds as herein provided.

     Section 14.03.  Severability.  If any provisions of this Indenture shall be
held  or  deemed  to  be  or  shall,   in  fact,  be  illegal,   inoperative  or
unenforceable,  the same  shall not  affect any other  provision  or  provisions
herein  contained or render the same invalid,  inoperative,  or unenforceable to
any extent  whatever;  provided that no holding or invalidity  shall require the
Issuer to make any payments from revenues  other than Revenues  derived from the
Lease or the Bond.

     Section 14.04. Notices. Unless otherwise specifically provided, any notice,
request, complaint,  demand,  communication or other paper shall be sufficiently
given and shall be deemed given on the fourth day following the day on which the
same has been mailed by first class mail, postage prepaid, addressed as follows:
if to the Issuer,  at City of Dodge City,  Kansas,  806 2nd Avenue,  Dodge City,
Kansas 67801;  if to the Tenant,  National Beef Packing  Company,  LLC, 12200 N.
Ambassador Drive,  Kansas City,  Kansas 64163,  Attn: Chief Financial Officer or
Telecopy  No.  (816)  713-8856;  if to the  Trustee,  at  Commerce  Bank,  N.A.,
Corporate Trust Department, 922 Walnut Street, 6th Floor, Kansas City, Missouri,
64106, or Telecopy No. (816) 234-2562,  Attention:  Brent Varzaly; and if to the
Remarketing Agent at W.R. Taylor & Company, LLC, 1420 I-85 Parkway,  Montgomery,
Alabama 36106


                                       59

or Telecopy No. (334) 395-6200,  Attention: Mr. Robbins Taylor. A duplicate copy
of each  notice  required  to be given  hereunder  by the  Trustee to either the
Issuer or the Tenant  shall also be given to the other.  The Issuer,  the Tenant
and the  Trustee  may  designate  any further or  different  addresses  to which
subsequent notices, certificates or other communications shall be sent.

     Written  notice  shall be  provided  by the  Trustee to any  rating  agency
currently  rating the Bonds of (1) the  appointment of any successor  trustee or
remarketing agent, (2) any supplemental indenture or any amendment of any letter
of credit,  (3) the  expiration,  termination,  substitution or extension of any
letter of credit,  (4) the payment of all  principal,  interest and premium,  if
any, on all of the Bonds,  (5) the conversion of the Bonds to the Fixed Interest
Rate and (6) any acceleration of the Bonds.

     Section  14.05.  Payments Due on  Non-Business  Days. In any case where the
date of maturity of interest on or  principal of the Bonds or the date fixed for
redemption  of any Bonds is not 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  Interest  Payment  Date,  the  date  of  maturity  or the  date  fixed  for
redemption.

     Section 14.06. Action by Tenant and Issuer.  Wherever it is herein provided
or permitted for any action to be taken by the Tenant,  such action may be taken
by the Authorized  Tenant  Representative  hereunder  unless the context clearly
indicates otherwise.  Whenever it is herein provided or permitted for any action
to be taken by the  Issuer,  such action may be taken by the  Authorized  Issuer
Representative hereunder unless the context clearly indicates otherwise.

     Section 14.07. Limited Liability of Officers.  No recourse shall be had for
the payment of the  principal  of,  premium,  if any, and interest on any of the
Bonds or for any  claim  based  thereon  or upon  any  obligation,  covenant  or
agreement  contained in this Indenture,  the Lease or the Tax Agreement  against
any past,  present  or future  member,  official,  officer,  agent,  manager  or
employee of the Issuer,  or any member,  official,  officer,  agent,  manager or
employee  of any  successor  thereto,  as such,  either  directly or through the
Issuer or any  successor  thereto,  under any rule of law or equity,  statute or
constitution  or by the  enforcement  of any assessment or penalty or otherwise,
and all such liability of any such member, official,  officer, agent, manager or
employee as such is hereby  expressly  waived and released as a condition of and
consideration for the execution of this Indenture,  the Lease, the Tax Agreement
and the issuance of the Bonds by the Issuer.

     Section 14.08. Counterparts.  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.

     Section  14.09.  Applicable  Provisions  of Law.  This  Indenture  shall be
governed by and construed in accordance with the laws of the State.

     Section 14.10 Enforcement of the Indenture. This Indenture shall be for the
benefit of the Issuer.  In the event of default in the payment of the  principal
of or the interest or premium on such Bonds or the  performance of any agreement
contained in the Indenture or any proceedings,  mortgage,  or instrument related
thereto,  such  payment  and  performance  may be enforced by mandamus or by the
appointment  of a receiver  in equity  with power to charge and  collect  rents,
purchase price  payments,  and Lease payments and to apply the revenues from the
Project in accordance with such resolution, ordinance, mortgage, or instrument.


                                       60

     IN WITNESS  WHEREOF,  the Issuer and the  Trustee  have  caused  this Trust
Indenture to be executed in their respective corporate names as of the day first
above written.

                                       CITY OF DODGE CITY, KANSAS


                                       By:    /s/ Mark Pingsterhaus
                                          --------------------------------------
                                       Name:  Mark Pingsterhaus
                                       Title:  Mayor



ATTEST:

       /s/ Nannette Pogue
- --------------------------------------
Name:  Nannette Pogue
Title:  City Clerk


                                       61

                                       COMMERCE BANK, N.A.
                                       as Trustee



                                       By:    /s/ Merry Evans
                                          --------------------------------------
                                       Name:  Merry Evans
                                       Title:  Vice President


                                       62

                              APPROVAL OF INDENTURE

     The Tenant, acting by and through the undersigned officer,  hereby approves
this Indenture. This approval is given pursuant to the Lease and constitutes the
acknowledgment  and  agreement of the Tenant that the Bonds  issued  pursuant to
this  Indenture  are  issued  in  accordance  and  compliance  with  the  Lease,
notwithstanding  any other provision of the Lease or any other agreement between
the Issuer and the Tenant,  and any owner of the Bonds  issued  pursuant to this
Indenture is entitled to rely fully and  unconditionally on this approval.  This
written approval of the Indenture shall upon delivery of the Bonds authorized by
the Indenture,  be absolute,  unconditional,  valid, and binding with respect to
covenants and obligations in this Indenture  affecting the Tenant so long as the
Bonds are outstanding and unpaid,  and particularly the obligation of the Tenant
to pay Lease Payments  specified in the Indenture,  and said  obligations may be
enforced  as  provided  in the Lease or any other  agreement  or contract to the
contrary.

     This  written  approval  constitutes  a valid and  binding  approval by the
Tenant of this Indenture,  and the provisions of such  instrument  affecting the
Tenant shall constitute the unconditional obligations of and be binding upon the
Tenant with the effect described above.

     EXECUTED this 30th day of December, 2004.


                                       NATIONAL BEEF PACKING COMPANY, LLC,
                                       a Delaware limited liability company


                                       By:   /s/ Jay Nielsen
                                          --------------------------------------
                                       Name:  Jay Nielsen
                                       Title:  Chief Financial Officer


                                       63

                                   EXHIBIT A-1
                          (Initial Interest Rate Bond)

No. R-__                                                           $___________


                            UNITED STATES OF AMERICA
                                 STATE OF KANSAS

                           CITY OF DODGE CITY, KANSAS

                    TAXABLE/CONVERTIBLE VARIABLE RATE DEMAND
                INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 2004
                  (NATIONAL BEEF PACKING COMPANY, LLC PROJECT)

     City of Dodge City,  Kansas (the "Issuer"),  hereby promises to pay, solely
out of the  sources  hereinafter  specified,  ____________________________,  the
registered owner hereof, or registered  assigns (an "Owner"),  the principal sum
of

                ________________________________________ DOLLARS

or such lesser principal sum as is actually advanced  hereunder  pursuant to the
Lease to pay Project Costs (both hereinafter defined) on or before the Principal
Determination Date (herein defined),  plus interest on the unpaid balance hereof
accruing  from the date of advance  until  paid,  in lawful  money of the United
States of America, at the rates and payable as follows:

     a.   From  the  Issue  Date  of  this  Bond to the  Maturity  Date  (herein
          defined),  interest shall be paid at the Initial Interest Rate (herein
          defined) on the then unpaid principal amount of this Bond on an annual
          basis on June 1, commencing on June 1, 2005.

     b.   One final payment in the amount of the entire unpaid principal balance
          hereunder  (including all accrued and unpaid interest) on the Maturity
          Date.

     Each  separate  issuance  of Bonds  over  time  pursuant  to this  Bond and
memorialized  (i) on this  Bond  certificate  and  (ii)  with a  Certificate  of
Issuance,  as set  forth on  Exhibit  D to the  Indenture,  shall  constitute  a
separate issuance of Bonds under the Indenture and this Bond certificate.

     "Business  Day" shall mean a day on which the Trustee is open for  business
at its principal office in Kansas City, Missouri.

     "Initial  Interest Rate" shall mean 8.00% per annum,  computed on the basis
of 360 days per year consisting of twelve 30-day months.

     "Issue  Date"  shall mean the date  endorsed by the bond  registrar  on the
Certificate of Authentication on this Bond.

     "Maturity  Date" shall be December 1, 2019 or any prior  redemption date or
any Conversion Date (as defined in the Indenture).


                                     A-1-1

     "Payment  Date" shall mean any date on which a payment of  interest  and/or
principal is due and payable herein.

     "Principal Determination Date" shall mean the date on which the Certificate
of Completion  (Exhibit C) is delivered in  accordance  with Section 3.02 of the
Lease.

     Payments of principal of and  redemption  premium,  if any, and interest on
this Bond shall be made in immediately available funds no later than 11:00 A.M.,
Central time, on the Payment Date, at the Trustee's  designated office in Kansas
City,  Missouri  or such  other  place  as the  Trustee  may  from  time to time
designate in writing,  in lawful money of the United  States of America.  If the
principal  of or  interest on this Bond falls due on a day other than a Business
Day, then such due date shall be extended to the next  succeeding  full Business
Day. If payment is made by check,  the check must be delivered to the Trustee at
least 3 Business Days prior to the Payment Date.

     If there is a default in the payment of any item or  installment  when due,
the item or installment so in default shall continue as an obligation  hereunder
until  the same  shall be fully  paid,  and such  item or  installment  shall be
payable upon demand with interest thereon.

     This Bond is issued  pursuant to an Ordinance of the governing  body of the
Issuer  and a Trust  Indenture  dated as of the Issue  Date  (the  "Indenture"),
between the Issuer and the Trustee,  for the purpose of providing  funds for the
acquisition and  construction of a beef processing  facility  located in City of
Dodge City, Kansas, including buildings,  fixtures,  improvements,  furnishings,
machinery,  equipment and related support facilities (the "Project"), to be made
pursuant  to a Lease,  dated as of the Issue  Date (the  "Lease"),  between  the
Issuer and National Beef Packing Company,  LLC (the "Tenant"),  by the authority
of and in conformity with the  constitution and statutes of the state of Kansas,
including particularly K.S.A. 12-1740 et seq., as amended, and all other laws of
said state applicable thereto.  Pursuant to the Indenture,  Additional Bonds may
be issued on parity with the Bonds.

     This Bond and the  interest  and  redemption  premium,  if any,  hereon are
payable  solely out of the  revenues  derived by the Issuer from the Project and
pursuant to the Lease.  This Bond and the interest and  redemption  premium,  if
any,  hereon do not constitute a debt of the Issuer,  or of the State of Kansas,
and  neither the Issuer nor said state  shall be liable  thereon,  and this Bond
shall not constitute an indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction. To secure the payment of the principal
of and  redemption  premium,  if any, and interest on this Bond,  the Issuer has
assigned to the Trustee substantially all its rights under the Lease pursuant to
an Assignment of Lease and Security  Agreement,  dated as of the Issue Date (the
"Assignment").  Reference  is hereby  made to the  Indenture,  the Lease and the
Assignment  for a further  description  of the Project,  the rights,  duties and
obligations of the Issuer,  the Tenant,  the Trustee and any other owners of the
Bonds, the security for this Bond and such obligations hereunder.

     The Bonds shall be subject to optional  redemption  in whole by the Issuer,
but not in part, on any Business Day, at a redemption price equal to 100% of the
principal amount thereof plus accrued interest,  if any, to the redemption date,
upon the exercise by the Tenant of its option to prepay  payments  under Section
4.05 of the Lease, if any of the following shall have occurred:

          (1) All or  substantially  all of the  Project  shall  be  damaged  or
     destroyed  and the Tenant shall  determine  that it is not  practicable  or
     desirable to rebuild, repair or restore the Project;

          (2) All or substantially all of the Project shall be condemned or such
     use  or  control   thereof   shall  be  taken  as  to  render  the  Project
     unsatisfactory to the Tenant for continued operation; or


                                     A-1-2

          (3)  Unreasonable  burdens or excessive  liabilities  shall be imposed
     upon the Issuer or the Tenant with respect to the Project or the  operation
     thereof.

     This Bond is also subject to optional  redemption by the Issuer in whole or
in part in integral multiples of $5,000 (provided that the unredeemed portion of
any Bond  redeemed in part shall be $100,000 or more),  at the  direction of the
Tenant, at any time, at the principal amount thereof without premium or penalty,
plus interest accrued to the date of redemption.

     This Bond shall be redeemed in part,  in order to exhaust any Net  Proceeds
(as defined in the Lease) of insurance or condemnation awards paid into the Bond
Fund as soon as  practicable  after  receipt at a price  equal to the  principal
amount  of this  Bond to be  redeemed,  plus  accrued  interest  thereon  to the
redemption date, without premium.

     Notice of any call for  redemption  at the  option of the  Tenant  shall be
given by the  Trustee  on behalf of the Issuer to each owner of the Bonds at its
address as it  appears on the bond  register  of the  Issuer  maintained  by the
Registrar by first class mail, postage prepaid, mailed not less than thirty (30)
days prior to the redemption date.

     All  portions  of this Bond so called  for  redemption  will  cease to bear
interest on the specified redemption date, provided funds or securities in which
such funds are  invested  for their  redemption  are on deposit  with the paying
agent  prior to the  redemption  date,  and shall no longer be  entitled  to the
benefits  and  protection  of  the  Indenture  and  shall  not be  deemed  to be
outstanding.

     The Bonds are also  subject to  mandatory  tender and  conversion  prior to
maturity by the Issuer as a whole or in part, at the conversion price of 100% of
the principal  amount thereof plus accrued  interest,  if any, to the date fixed
for conversion, upon the occurrence and to the extent of a Tax-Exempt Conversion
(as defined in the  Indenture),  a conversion  of the interest  rate made on the
Bonds to a Variable Rate (as defined in the  Indenture),  or a conversion of the
interest rate to a Fixed Interest Rate on any Second Conversion Date (as defined
in the Indenture.).

     In the event any of the Bonds or portions thereof (which will result in the
remaining  portion of any such Bond  being in an  authorized  denomination)  are
called for mandatory tender and conversion  prior to maturity as aforesaid,  the
Registrar shall give notice, at the written direction and expense of the Tenant,
in the manner provided in the Indenture.

     This  Bond is  issuable  in the  form of a fully  registered  Bond  without
coupons.  This Bond  shall be  transferable  by the owner of the Bonds  upon the
surrender of the certificate or certificates representing this Bond for transfer
or  exchange  at the  offices of the  Registrar,  accompanied,  in the case of a
transfer,  by a written  instrument  of  transfer  in form  satisfactory  to the
Registrar  duly  executed by the owner of the Bonds or its attorney in fact duly
authorized  in  writing  and  upon  payment  of any  charges  prescribed  in the
Indenture.  Upon such  surrender,  the bond registrar  shall cause the Issuer to
execute  and  deliver  in the  name  of the  transferee  a new  registered  Bond
certificate or certificates in an aggregate principal amount equal to the unpaid
principal  amount  hereof.  The Issuer,  the Trustee and the Tenant may deem and
treat the  person  in whose  name this Bond  certificate  is  registered  as the
absolute  owner  of the  principal  amount  of the  Bonds  represented  by  this
certificate  for the  purpose of  receiving  payment  of, or on account  of, the
principal  or interest due hereon and for all other  purposes.  Transfer of this
Bond  certificate is subject to certain further  conditions and  restrictions as
further endorsed hereon.

     In certain events, on the conditions, in the manner and with the effect set
forth in the  Indenture,  the  principal  of this Bond may be  declared  due and
payable  before the stated  maturity  hereof,  together  with


                                     A-1-3

interest  accrued hereon.  Modifications or alterations of this Bond may be made
only to the extent and in the circumstances permitted by the Indenture.


                                     A-1-4

     IN WITNESS  WHEREOF,  the Issuer has caused this Bond to be executed in its
name by the manual  signature of the Mayor and attested by the manual  signature
of the City  Clerk and its  official  seal to be  affixed  hereto  or  imprinted
hereon, and has caused this Bond to be dated as of the Issue Date.


                                       CITY OF DODGE CITY, KANSAS


                                       By:
                                          --------------------------------------
                                                                          (Name)
                                                  Mayor

[SEAL]


ATTEST:


- --------------------------------------
                                (Name)
        City Clerk


                                     A-1-5

                          CERTIFICATE OF AUTHENTICATION

     This Bond  certificate  evidences  ownership of City of Dodge City,  Kansas
Taxable/Convertible  Variable Rate Demand Industrial  Development Revenue Bonds,
Series 2004 (National Beef Packing  Company,  LLC Project),  as described herein
and in the Indenture  described herein.  The Issue Date of this Bond is December
_____, 2004.

                                       COMMERCE BANK, N.A.
                                       as bond registrar



                                       By:
                                          --------------------------------------
                                               Brent Varzaly
                                               Assistant Vice President


                                     A-1-6

                     SCHEDULE OF PRINCIPAL AMOUNTS ADVANCED


             DATE OF ADVANCE                    AMOUNT OF ADVANCE
             ---------------                    -----------------


                                     A-1-7

                                   ASSIGNMENT

     For value  received,  the undersigned  hereby sells,  assigns and transfers
     unto

     ----------------------------------------------------------
     Print or Type Name and Address of Transferee

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 Trustee for
the registration and transfer of Bonds.

Dated: _________________
                                        ----------------------------------------
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within Bond
                                        in every particular.

                                        Signature Guaranteed By:

[Seal of owner of the Bonds]            _____________________________________
                                        (Name of Eligible Guarantor Institution)

                                        By: __________________________________
                                        Title: ________________________________

Signature must be guaranteed by an eligible guarantor  institution as defined by
S.E.C. Rule 17 Ad-15 (17 C.F.R. 240. 17-Ad-15).

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.


                                     A-1-8

                      ACKNOWLEDGMENT OF PARTIAL REDEMPTION
                               RECORD OF PAYMENTS


     Partial  prepayments  of the principal of this Bond may be made directly to
the registered owner hereof without  surrender  hereof to the Trustee,  and each
registered owner hereof may record such prepayment on the table set forth below.
Accordingly,  any purchaser or other  transferee of this Bond should verify with
the Trustee the principal hereof outstanding prior to such purchase or transfer,
and the records of the Trustee shall be conclusive for such purposes.

  Payment      Amount                  Payment      Amount
   Date         Paid     Signature      Date         Paid          Signature
- ----------   ---------   ---------   -----------   --------        ---------


                                     A-1-9

                                   EXHIBIT A-2
                                 (Variable Rate)

[The following legend shall appear so long as the Book-Entry System described in
Section 2.10 of the Indenture has not been discontinued, but shall not appear on
the Bond initially delivered under the Indenture.]

THE ISSUER HAS  ESTABLISHED A BOOK ENTRY SYSTEM OF  REGISTRATION  FOR THIS BOND.
EXCEPT AS  SPECIFICALLY  PROVIDED  OTHERWISE  IN THE  INDENTURE,  CEDE & CO., AS
NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), WILL BE
THE REGISTERED  OWNER AND WILL HOLD THIS BOND ON BEHALF OF THE BENEFICIAL  OWNER
HEREOF. BY ACCEPTANCE OF A CONFIRMATION OF PURCHASE,  DELIVERY OR TRANSFER,  THE
BENEFICIAL  OWNER  OF  THIS  BOND  SHALL  BE  DEEMED  TO  HAVE  AGREED  TO  SUCH
ARRANGEMENT. CEDE & CO., AS REGISTERED OWNER OF THIS BOND, MAY BE TREATED AS THE
OWNER OF IT FOR ALL PURPOSED.

UNLESS THIS BOND IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC TO THE
TRUSTEE FOR REGISTRATION OF TRANSFER,  EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGUL INASMUCH AS THE REGISTERED OWNER HEREOF,  CEDE & CO., HAS AN INTEREST
HEREIN.

This bond is subject to  mandatory  tender for  purchase at the times and in the
manner  hereinafter  described and must be so tendered or will be deemed to have
been so tendered under circumstances described herein.


                                   REGISTERED
No. R-_____                                                         $___________

                            United States of America
                           City of Dodge City, Kansas

                    Taxable/Convertible Variable Rate Demand
                Industrial Development Revenue Bond, Series 2004
                  (National Beef Packing Company, LLC Project)

- -------------------------------------------------------------------------------------------

                                                 Date of Original
   Interest Rate:         Maturity Date:              Issue:              CUSIP:
- -------------------------------------------------------------------------------------------

     (Variable)         December 1, 20___        _______________       ____________
- -------------------------------------------------------------------------------------------

REGISTERED OWNER:                   CEDE & CO,

PRINCIPAL AMOUNT:                   __________________________ DOLLARS


                                     A-2-1

     City  of  Dodge  City,  Kansas  (the  "Issuer"),  a  political  subdivision
organized and existing under the laws of the State of Kansas for value received,
hereby  promises  to pay (but only out of the  Revenues  of the Issuer  from the
Lease,  as  hereinafter  defined,  and other  moneys  pledged  therefor)  to the
Registered  Owner  specified  above,  or  registered  assigns,  on the aforesaid
Maturity  Date,  unless  this Bond is called for  earlier  redemption,  upon the
presentation  and surrender  hereof,  the principal  amount specified above, and
premium,  if any, and interest on said  principal  amount from and including the
date hereof until  payment of said  principal sum has been made or duly provided
for, at the rates and on the dates set forth herein.

     The  principal  of and  premium,  if any,  on this Bond is  payable  at the
Principal Corporate Trust Office of Commerce Bank, N.A., Kansas City,  Missouri,
as Paying Agent (the "Paying  Agent") under the Indenture  hereinafter  referred
to, or at the principal  office of any co-paying  agent  appointed in accordance
with the Indenture, at the option of the Registered Owner hereof.

     Payment of interest on this Bond may, at the option of any Registered Owner
of Bonds in an aggregate principal amount of at least $1,000,000, be transmitted
by wire  transfer to such  Registered  Owner to the bank account  number on file
with  the  Trustee  as  Registrar  with  any  cost  incurred  to be  paid by the
Registered Owner.  Payment of the principal of, premium, if any, and interest on
this Bond shall be in any coin or currency  of the United  States of America as,
at the  respective  times of payment,  shall be legal  tender for the payment of
public and private debts.

     This Bond is one of the duly authorized  Taxable/Convertible  Variable Rate
Demand Industrial  Development Revenue Bonds, Series 2004 (National Beef Packing
Company,  LLC  Project) of the Issuer,  aggregating  an amount not to exceed One
Hundred  Twenty Million and 00/100 Dollars  ($120,000,000)  in principal  amount
(the  "Bonds"),  issued under and pursuant to the  Constitution  and laws of the
State of Kansas,  and the Trust  Indenture,  dated as of  December  1, 2004 (the
"Indenture"),  between  the Issuer and  Commerce  Bank,  N.A.,  as Trustee  (the
"Trustee"),  for  the  purpose  of  providing  funds  for  the  acquisition  and
construction  of a beef  processing  facility  located  in City of  Dodge  City,
Kansas, including buildings,  fixtures,  improvements,  furnishings,  machinery,
equipment and related support facilities (the "Project"), to be made pursuant to
a Lease,  dated as of the Issue  Date (the  "Lease"),  between  the  Issuer  and
National Beef Packing  Company,  LLC (the "Tenant"),  by the authority of and in
conformity with the constitution and statutes of the state of Kansas,  including
particularly  K.S.A.  12-1740 et seq.,  as  amended,  and all other laws of said
state applicable thereto.

     THE BONDS SHALL BE DEEMED NOT TO  CONSTITUTE A DEBT OF THE STATE OF KANSAS,
THE ISSUER,  OR OF ANY OTHER  POLITICAL  SUBDIVISION OR AGENCY OF THE STATE OR A
PLEDGE OF THE FAITH AND CREDIT OF ANY OF THEM. NO RECOURSE  SHALL BE HAD FOR ANY
CLAIM BASED ON THE AGREEMENT,  THE  INDENTURE,  OR THE BONDS AGAINST ANY MEMBER,
OFFICER OR EMPLOYEE,  PAST PRESENT OR FUTURE, OF THE ISSUER, OR OF ANY SUCCESSOR
BODY THERETO, EITHER DIRECTLY OR THROUGH THE ISSUER, OR ANY SUCH SUCCESSOR BODY,
UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW OR BY THE ENFORCEMENT
OF ANY  ASSESSMENT  OR PENALTY OR  OTHERWISE.  NEITHER THE STATE OF KANSAS,  THE
ISSUER, NOR ANY POLITICAL  SUBDIVISION OR AGENCY OF THE STATE OF KANSAS SHALL BE
OBLIGATED  TO PAY THE BONDS NOR THE  INTEREST  THEREON AND NEITHER THE FAITH AND
CREDIT NOR THE TAXING  POWER OF THE STATE OF KANSAS,  THE  ISSUER,  OR ANY OTHER
POLITICAL CORPORATION,  SUBDIVISION,  OR AGENCY IS PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF, REDEMPTION  PREMIUM, IF ANY, OR INTEREST ON, OR PURCHASE PRICE OF,
THE BONDS.  THIS BOND IS A SPECIAL  REVENUE  OBLIGATION  OF THE  ISSUER  PAYABLE
SOLELY FROM THE SOURCES  DESCRIBED  HEREIN AND THE OWNER HEREOF


                                     A-2-2

SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT FROM THE MONEYS DERIVED BY TAXATION
OR ANY REVENUES OF THE ISSUER EXCEPT THE FUNDS PLEDGED TO THE PAYMENT HEREOF.

     It is hereby certified,  recited and declared that all acts, conditions and
things required by the Constitution and laws of the State of Kansas to exist, to
have happened and to have been performed,  precedent to and in the execution and
delivery of the Indenture and the issuance of this Bond, do exist, have happened
and have been performed in regular and due form as required by law.

     No covenant or agreement  contained in this Bond or the Indenture  shall be
deemed to be a covenant or agreement of any member, official,  officer, agent or
employee of the Issuer in his individual  capacity,  and neither the officers of
the Issuer,  nor any official executing this Bond, shall be liable personally on
this Bond or be subject to any personal liability or accountability by reason of
the issuance or sale of this Bond.

     This  Bond  shall  not be  entitled  to any  right  or  benefit  under  the
Indenture,  or be valid or become  obligatory  for any purpose,  until this Bond
shall have been  authenticated by the Trustee,  or its successor as Trustee or a
duly  authorized  authenticating  agent,  by  execution  of the  certificate  of
authentication inscribed hereon.

     The Tenant has appointed W.R. Taylor & Company,  LLC., as Remarketing Agent
(the "Remarketing Agent") under the Indenture. The Issuer may from time to time,
at the direction of the Tenant, remove or replace the Remarketing Agent.

     As provided in the Notice of Demand  Privilege  attached to the  Indenture,
the Owner of this Bond may require the Remarketing  Agent to effect the purchase
of such Bond at the price and upon the terms and  conditions  specified  in such
Notice of Demand Privilege.

     Concurrently  with the  issuance of the Bonds,  the Tenant has caused to be
delivered  to the  Trustee  an  irrevocable  letter of credit  (the  "Letter  of
Credit") of _________  (the  "Bank").  Unless  extended in  accordance  with its
terms,  the  Letter  of  Credit  will  expire  at  _:__  p.m.  Central  Time  on
____________.  The Trustee shall be entitled  under the Letter of Credit to draw
up to (a) an amount  sufficient  (i) to pay the  principal of Bonds,  or (ii) to
enable the Tender Agent to pay the  principal  portion of the purchase  price or
portion of the purchase price of Bonds delivered to it and not remarketed,  plus
(b) an amount equal to 109 days' accrued  interest on the outstanding  Bonds (i)
to pay  interest  on the  Bonds,  or (ii) to  enable  the  Paying  Agent  or the
Remarketing Agent to pay the portion of purchase price of the Bonds delivered to
it and not remarketed equal to the accrued interest,  if any, on such Bonds. The
Tenant is permitted  under the Lease and the Indenture to secure an extension of
the Letter of Credit beyond ____________, but the Bank is under no obligation to
agree to such an extension. The Tenant may, upon the conditions specified in the
Indenture,  (a)  provide  for the release of the Letter of Credit or (b) provide
for the  delivery to the Trustee of an  irrevocable  letter of credit other than
the Letter of Credit.

     [The  Tenant has also caused to be issued and  delivered  to the Trustee by
________________  (the "Confirming  Bank") an irrevocable  letter of credit (the
"Confirming  Letter of  Credit"),  pursuant  to which the Trustee is entitled to
draw,  upon the dishonor or  repudiation  by the Bank of any request for payment
under the  Letter of Credit or  rescission,  withdrawal  or  repudiation  of the
Letter of Credit,  an amount  sufficient  to pay (a) the  principal of the Bonds
when due and (b) interest on the Bonds in an aggregate  amount not to exceed one
hundred  nine (109)  days'  accrued  interest  on the  outstanding  Bonds at the
Maximum  Rate.  The  Confirming  Letter of Credit shall expire on  ____________,
unless extended, and may, upon the conditions specified in the Indenture, be (a)
released or (b) replaced by an Alternate Confirming Letter of Credit (as defined
in the Indenture).  As used herein, the term "Confirming Letter of


                                     A-2-3

Credit"  shall  refer to the  Confirming  Letter  of  Credit  and any  Alternate
Confirming Letter of Credit issued in substitution therefor.]

     The Issuer has established a book-entry only system of registration for the
Bonds. Except as specifically provided otherwise in the Indenture,  a securities
depository will be the Registered Owner and will hold this Bond on behalf of the
beneficial owners hereof. By acceptance of a confirmation of purchase,  delivery
or transfer,  the beneficial  owners of this Bond shall be deemed to have agreed
to this  arrangement.  The securities  depository,  as Registered  Owner of this
Bond,  shall be  treated  as the owner  hereof  for all  purposes.  This Bond is
transferable  by  the  Registered  Owner  in  person  or by  his  attorney  duly
authorized in writing at the  Designated  Corporate  Trust Office of the Trustee
but only in the  manner,  subject  to the  limitations  and upon  payment of the
charges  provided in the Indenture,  and upon surrender and cancellation of this
Bond.  Upon  such  transfer  a  new  registered  Bond  or  Bonds  of  Authorized
Denomination  or  Authorized  Denominations,  for the same  aggregate  principal
amount,  will be issued to the transferee in exchange  therefor.  Subject to the
limitations and upon payment of the charges provided in the Indenture,  and upon
surrender and cancellation thereof,  Bonds may be exchanged for a like aggregate
principal  amount  of Bonds  of  other  Authorized  Denomination  or  Authorized
Denominations.  The Trustee  shall not be  required to transfer or exchange  any
Bond during the period of fifteen days next preceding any Interest  Payment Date
nor to transfer or exchange  any Bond after the mailing of notice  calling  such
Bond or a portion thereof for redemption,  nor during the period of fifteen days
next  preceding  the  giving of such  notice of  redemption.  The Issuer and the
Trustee may deem and treat the  Registered  Owner hereof as the  absolute  owner
hereof for the purpose of receiving payment of or on account of principal hereof
and premium,  if any,  hereon and interest due hereon and for all other purposes
and neither  the Issuer nor the  Trustee  shall be affected by any notice to the
contrary.

     In  addition to the words and terms  defined  elsewhere  in this Bond,  the
following terms shall have the following  meanings (with  capitalized terms used
and not defined herein having the same meanings as in the Indenture):

     "Accrual Period" means during the Variable Rate Period, prior to the Second
Conversion Date, the one-week period  commencing on a Thursday and ending on the
Wednesday immediately succeeding such Thursday.

     "Bond Payment  Date" means any Interest  Payment Date and any other date on
which the principal of, premium, if any, and interest on the Bonds is to be paid
to the Owners thereof, whether upon redemption, at maturity or upon acceleration
of maturity of the Bonds.

     "Business  Day" means any day,  other than a Saturday  or Sunday,  on which
banks in the City of Kansas  City,  Missouri,  or such  other  city in which the
Designated Corporate Trust Office or the Principal Corporate Trust Office of the
Trustee is located and the City in which the principal  place of business of the
Bank is located, are not required or authorized to close.

     "Fixed  Interest Rate" means a fixed per annum interest rate to be borne by
the Bonds pursuant to Sections 4.01 and 4.02 of the Indenture.

     "Initial  Interest  Rate" means the initial per annum  interest  rate to be
borne by the Bonds pursuant to Sections 2.02 and 4.01 of the Indenture.

     "Interest Payment Date" means in the event of a Tax-Exempt Conversion, with
respect to Segregated  Series Bonds,  or as to any Bonds converted to a Variable
Rate, it means (i) the first Thursday of each third month  thereafter;  (ii) any
Second  Conversion Date; (iii) after any Second  Conversion Date


                                     A-2-4

conversion to a Fixed  Interest  Rate,  each June 1 and December 1, and (iv) the
Maturity Date (as hereinafter defined).

     "Interest Period" means, initially,  the period from and including the date
of initial delivery of the Bonds to and including ______________ and thereafter,
the period from and including an Interest  Payment Date to and including the day
next preceding the next succeeding Interest Payment Date.

     "Maximum  Interest  Rate" means the lesser of the maximum rate  required by
the Bank of the maximum rate permitted by law.

     "Purchase  Date",  when used with respect to any Bond,  means the date upon
which the Paying  Agent is  obligated  to  purchase  such Bond  pursuant  to the
Indenture.

     "Second  Conversion Date" means the date on which the interest on the Bonds
converts from the Variable Rate to the Fixed Interest Rate.

     "Segregated  Series  Bonds"  means  those  Bonds  which  have  undergone  a
Tax-Exempt Conversion.

     "Tax-Exempt  Conversion" means a conversion pursuant to Section 4.08 of the
Indenture  of Bonds,  the  interest on which is  includable  in gross income for
purposes of federal income tax, to Bonds that are Tax-Exempt Obligations.

     "Tax-Exempt  Conversion  Date" means the next  succeeding  Thursday (or the
immediately  preceding  Business  Day in the event that such  Thursday  is not a
Business  Day) which is at least thirty (30) days from the date that the Trustee
is in receipt of all items required  pursuant  hereto and to Section 4.08 of the
Indenture for a Tax-Exempt Conversion.

     "Tax-Exempt  Obligations"  means any  obligation  the  interest on which is
excludable  from gross  income for  federal  income tax  purposes,  pursuant  to
Sections 103 and 150(a)(6) of the Code.

     "Variable Rate" means Variable Rate as described herein.


PART I.  VARIABLE RATE PROVISIONS

     This Bond will bear  interest at a variable  rate per annum (the  "Variable
Rate"),  which  shall be the lesser of (i) the Maximum  Interest  Rate or (ii) a
fluctuating  per annum rate equal to the per annum.  rate for the Accrual Period
determined by the Remarketing Agent (herein defined) by 12:00 noon, Kansas City,
Missouri  time, on the Wednesday  preceding the day on which the Accrual  Period
commences  or,  if  such  day of  determination  is not a  Business  Day for the
Remarketing  Agent,  on the first  succeeding  day which is a Business  Day (the
"Determination  Date"),  to be equal to (but not more than) the rate required to
be borne by the Bonds for such Accrual  Period to produce a bid for the purchase
of all the Bonds on such  Determination  Date at a price equal to the  principal
amount  thereof  plus  accrued  interest,  if any,  thereon from the most recent
Interest  Payment  Date.  Notwithstanding  the  foregoing,  the  Accrual  Period
beginning on the date of initial  authentication and delivery of the Bonds shall
commence  on such  date  and  end on  Wednesday,  following  the  Variable  Rate
Conversion  Date. If for any reason the Variable  Rate is not  determined as set
forth above on any  Determination  Date,  the  interest  rate  announced  on the
preceding  Determination  Date shall  continue in effect.  If for any reason the
Variable Rate is not so determined for a second  succeeding  week or thereafter,
the Variable  Rate shall  thereafter be determined by the Trustee and shall be a
percentage  per  annum  (not to  exceed  the  Maximum  Interest  Rate)  equal to
twenty-five  basis points in excess of the then current  municipal swap index as
quoted by the Bond Market


                                     A-2-5

Association.  Interest at the  Variable  Rate will be computed on the basis of a
year of 365 or 366 days, as appropriate,  for the actual number of days elapsed,
and will be  payable on each  Interest  Payment  Date,  or, if such day is not a
Business Day, on the next succeeding Business Day with the same force and effect
as if made on the Interest  Payment  Date.  Interest will be payable by check or
draft mailed to the person in whose name this Bond is registered at the close of
business  on the  Business  Day  preceding  that  Interest  Payment  Date on the
registration books for this issue maintained by the Trustee, as Registrar.


PART II.  CONVERSION AND PURCHASE PROVISIONS

     a.  Conversion to a Fixed Interest Rate.  With the prior written consent of
the Bank,  and upon  receipt  by the  Trustee of an  amendment  to the Letter of
Credit and to the Confirming Letter of Credit increasing the amount available to
be drawn for the payment of accrued  interest on the Bonds to two hundred  (200)
days of accrued interest on the then existing  principal balance of the Bonds at
the  Fixed  Interest  Rate,  on any  Interest  Payment  Date  (if  such  date is
designated by the Tenant as the Second Conversion Date), the Tenant may elect to
convert  the rate on the  Bonds to the  Fixed  Interest  Rate.  The  Tenant  may
exercise its conversion  option by giving the Trustee,  the Bank, the Confirming
Bank,  the Paying  Agent,  the Tender Agent and the  Remarketing  Agent  written
notice of its intention to convert the rate to the Fixed Interest Rate, at least
50 days prior to the proposed Second Conversion Date.

     If the Tenant elects to convert the interest rate as aforesaid,  the Paying
Agent  shall  notify  each  Bondholder  in  writing  by Mail (as  defined in the
Indenture) at least thirty (30) days prior to the Second  Conversion Date of the
fact that the rate will be converted,  and that the Bondholder  shall tender the
Bonds for purchase by the Remarketing  Agent prior to the Interest  Payment Date
which is the Second Conversion Date in accordance with the terms of the Bonds.

     On a day  which is a  Business  Day at least  seven  (7) days  prior to the
Second Conversion Date (the "Rate  Determination  Date"),  the Remarketing Agent
shall determine the Fixed Interest Rate.

     The  Remarketing  Agent shall  determine the Fixed Interest Rate to be that
rate per annum  which,  if borne by all of the  outstanding  Bonds  through  the
Maturity  Date,  would,  in the judgment of the  Remarketing  Agent (taking into
consideration  current  transactions  and  comparable  securities  in which  the
Remarketing  Agent is involved or of which it is aware and prevailing  financial
market  conditions),  be the interest rate necessary (but which would not exceed
the  interest  rate  necessary)  to produce as nearly as practical a par bid for
each outstanding Bond on the Rate Determination Date.

     On the Rate  Determination  Date,  the  Remarketing  Agent shall advise the
Tenant,  the Trustee and the Bank by  telephone  (to be confirmed in writing) of
the Fixed Interest Rate.

     b. Additional Purchase Provisions.  This Bond shall be subject to mandatory
tender by the Owner at a price equal to the principal amount hereof plus accrued
interest to the  Purchase  Date on (i) the Second  Conversion  Date and (ii) the
last  Interest  Payment  Date prior to the date on which the Letter of Credit or
Confirming  Letter  of  Credit  is  to  be  released  (in  connection  with  the
substitution of the Letter of Credit or the Confirming  Letter of Credit then in
effect).  THE OWNER OF THIS BOND, BY  ACCEPTANCE  HEREOF AGREES (i) TO SELL THIS
BOND TO THE TENANT PURSUANT TO SECTION 3.09 OF THE INDENTURE,  AND (ii) UPON THE
DEPOSIT WITH THE TRUSTEE OF MONEYS FOR SUCH PURCHASE IN ACCORDANCE  WITH SECTION
3.09 OF THE INDENTURE,  TO SURRENDER THIS BOND,  PROPERLY ENDORSED FOR TRANSFER,
IN BLANK.

     BONDS TO BE PURCHASED AS REQUIRED  UNDER THE INDENTURE MUST BE DELIVERED ON
THE APPROPRIATE  PURCHASE DATE (AS DEFINED IN THE  INDENTURE),


                                     A-2-6

WITH A COMPLETED AND EXECUTED  ASSIGNMENT BUT IN BLANK AS TO TRANSFEREE,  TO THE
TENDER AGENT ON OR BEFORE 9:00 A.M. KANSAS CITY,  MISSOURI TIME.  BONDS REQUIRED
TO BE TENDERED  AND NOT SO TENDERED  SHALL BE DEEMED  PURCHASED AT SUCH DATE AND
TIME AND  INTEREST  SHALL NO LONGER  ACCRUE  THEREON IF THE  PURCHASE  PRICE (AS
DEFINED IN THE INDENTURE) HAS BEEN DEPOSITED WITH THE PAYING AGENT.  BY PURCHASE
AND  ACCEPTANCE OF THIS BOND, THE OWNER HEREOF HEREBY  IMMEDIATELY  APPOINTS THE
PAYING AGENT AS THE OWNER'S DULY AUTHORIZED ATTORNEY-IN-FACT FOR THE PURPOSES OF
ASSIGNMENT,  ENDORSEMENT,  CERTIFICATION,  EXECUTION OR ACKNOWLEDGMENT  THAT THE
OWNER IS HOLDING  THIS BOND FOR THE  BENEFIT  OF THE  PURCHASER  OR  PURCHASERS,
REGISTER OF TRANSFERS AND DELIVERY OF BONDS, WHICH APPOINTMENT SHALL TAKE EFFECT
IF THE OWNER OF THIS BOND DOES NOT  DELIVER  IT FOR  PURCHASE  ON AN  APPLICABLE
PURCHASE  DATE.  THIS BOND SHALL BE DEEMED  PURCHASED ON SUCH  PURCHASE  DATE IF
THERE HAS BEEN  IRREVOCABLY  DEPOSITED  IN TRUST WITH THE PAYING AGENT AN AMOUNT
SUFFICIENT TO PAY THE PURCHASE  PRICE OF THE BOND.  UNDELIVERED  BONDS SO DEEMED
PURCHASED SHALL NOT BE ENTITLED TO ANY PAYMENT OTHER THAN THE DEPOSITED PURCHASE
PRICE,  SHALL ACCRUE NO INTEREST  AFTER THE PURCHASE DATE AND SHALL NO LONGER BE
SECURED BY THE LIEN OF THE INDENTURE.


PART III.  REDEMPTION PROVISIONS

     The Bonds shall be subject to  optional  redemption  by the Issuer,  at the
direction  of the Tenant,  at the times,  in the manner and upon  payment of the
redemption price set forth in the Indenture.

     The Bonds are subject to mandatory  redemption  at any time in whole (or in
the case of the  event  stated in (2) of this  paragraph  in whole or in part as
provided in the Indenture), at a redemption price equal to 100% of the principal
amount thereof,  plus accrued  interest,  if any, to the redemption date, within
180 days  after  the  occurrence  of the  events  stated  in (1) and (2) of this
paragraph:

          (1) As a result of any changes in the Constitution of the State or the
     Constitution  of  the  United  States  of  America  or  of  legislative  or
     administrative  action  (whether  state or  federal)  or by  final  decree,
     judgment or order of any court or  administrative  body  (whether  state or
     federal) entered after the contest thereof by the Tenant in good faith, the
     Bond shall have become void or  unenforceable  or impossible of performance
     in  accordance  with the intent and purposes of the parties as expressed in
     the Lease; or

          (2) With respect to any Segregated Series Bonds, a final determination
     by the Internal  Revenue Service or a court of competent  jurisdiction as a
     result of a proceeding  in which the Tenant  participates  to the degree it
     deems sufficient,  which determination the Tenant, in its discretion,  does
     not contest by an appropriate proceeding, that, as a result of a failure by
     the Tenant to observe any  covenant,  agreement  or  representation  by the
     Tenant in the Lease,  the interest  payable on any Bonds is includable  for
     federal  income tax purposes in the gross income of any owner or beneficial
     owner of a Bond  (other  than an owner who is a  "substantial  user" of the
     Project or a "related  person"  within the meaning of Section 147(a) of the
     Code and the applicable Regulations).

     The Bonds shall be subject to optional  redemption  in whole by the Issuer,
but not in part, on any Business Day, at a redemption price equal to 100% of the
principal amount thereof plus accrued interest,


                                     A-2-7

if any, to the redemption date, upon the exercise by the Tenant of its option to
prepay  payments under Section 4.05 of the Lease,  if any of the following shall
have occurred:

          (1) All or  substantially  all of the  Project  shall  be  damaged  or
     destroyed  and the Tenant shall  determine  that it is not  practicable  or
     desirable to rebuild. repair or restore the Project;

          (2) All or substantially all of the Project shall be condemned or such
     use  or  control   thereof   shall  be  taken  as  to  render  the  Project
     unsatisfactory to the Tenant for continued operation; or

          (3)  Unreasonable  burdens or excessive  liabilities  shall be imposed
     upon the Issuer or the Tenant with respect to the Project or the  operation
     thereof.

PART IV.  GENERAL PROVISIONS

     The Bonds are equally and ratably  secured,  to the extent  provided in the
Indenture,  by the pledge  thereunder  of the  Revenues  of the Issuer  from the
Lease,  which  terms are used  herein as defined in the  Indenture  and which as
therein  defined  means all moneys paid or payable under the Lease to be made by
the  Tenant  thereunder  to the Issuer and for the  purchase  of Bonds,  and all
receipts  of the  Paying  Agent and the  Remarketing  Agent  credited  under the
provisions  of the  Indenture  against such  payments,  and certain other moneys
pledged  therefor.  The Issuer has also  pledged and  assigned to the Trustee as
security  for the Bonds all other  rights and  interests of the Issuer under the
Lease (other than its rights to indemnification, certain administrative expenses
and certain other rights).

     THIS  BOND AND ALL  OTHER  BONDS OF THE  ISSUE OF WHICH IT FORMS A PART ARE
ISSUED UNDER AND PURSUANT TO THE ACT, AND PURSUANT TO A RESOLUTION  OR ORDINANCE
ADOPTED  BY THE  ISSUER.  THIS  BOND AND THE  ISSUE OF WHICH IT FORMS A PART ARE
SPECIAL LIMITED OBLIGATIONS OF THE ISSUER, AND NEITHER THE ISSUER, THE STATE NOR
ANY  POLITICAL  SUBDIVISION  THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF,
PURCHASE  PRICE FOR, OR INTEREST ON THE BONDS WHICH SHALL BE PAYABLE  SOLELY OUT
OF BOND PROCEEDS,  REVENUES AND OTHER AMOUNTS  DERIVED UNDER THE AGREEMENT,  AND
THE FUNDS AND  ACCOUNTS  HELD UNDER AND  PURSUANT TO THE  INDENTURE  AND PLEDGED
THEREFOR.  THE BONDS,  THE  INTEREST  THEREON  AND ANY OTHER  PAYMENTS  OR COSTS
INCIDENT  THERETO DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER , THE STATE OR
ANY POLITICAL  SUBDIVISION  THEREOF WITHIN THE MEANING OF ANY  CONSTITUTIONAL OR
STATUTORY  PROVISIONS  OR A PLEDGE OF THE FAITH AND  CREDIT OF THE  ISSUER.  THE
BONDS AND THE INTEREST PAYABLE THEREON DO NOT GIVE RISE TO A PECUNIARY LIABILITY
OF THE ISSUER OR A CHARGE AGAINST THE ISSUER'S GENERAL CREDIT OR TAXING POWER OF
THE ISSUER,  THE STATE OF KANSAS OR ANY  POLITICAL  SUBDIVISION  THEREOF FOR THE
PAYMENT OF THE BONDS OR THE INTEREST THEREON OR OTHER PAYMENTS OR COSTS INCIDENT
THERETO.

     The transfer of this Bond shall be registered upon the  registration  books
kept at the  principal  office of the  Trustee,  as  Registrar,  at the  written
request of the  Registered  Owner  hereof or his  attorney  duly  authorized  in
writing,  upon  surrender of this Bond at said office,  together  with a written
instrument  of  transfer  satisfactory  to the  Registrar  duly  executed by the
Registered Owner or his duly authorized attorney.

     If less than all of the Bonds at the time  outstanding are to be called for
redemption,  the  particular  Bonds or portions  thereof to be redeemed shall be
selected by the Trustee in such  manner as the Trustee


                                     A-2-8

may deem proper,  in the principal  amounts required by the Indenture.  Anything
herein  to the  contrary  notwithstanding,  Pledged  Bonds,  as  defined  in the
Reimbursement  Agreement,  shall  so long as the  Bank  is not in  default  with
respect to its obligations  under the Letter of Credit, be redeemed prior to any
other Outstanding Bonds.

     In the event any of the Bonds are called for redemption,  the Trustee shall
give notice,  in the name of the Issuer,  of the redemption of such Bonds in the
manner and at the times provided in the Indenture.

     With  respect to any  notice of  optional  redemption  of Bonds to be made,
unless,  upon the giving of such notice, such Bonds shall be deemed to have been
paid  within  the  meaning  of the  Indenture,  such  notice may state that such
redemption  shall be conditional  upon the receipt by the Trustee on or prior to
the date fixed for such redemption of moneys  sufficient to pay the principal of
and  interest on such Bonds to be  redeemed,  and that if such moneys  shall not
have been so received said notice shall be of no force and effect and the Issuer
shall not be required  to redeem  such  Bonds.  In the event that such notice of
redemption  contains such a condition  and such moneys are not so received,  the
redemption  shall not be made and the Trustee  shall  within a  reasonable  time
thereafter  give  notice,  in the manner in which the notice of  redemption  was
given, that such moneys were not so received.

     If a notice of redemption shall be unconditional, or if the conditions of a
conditional   notice  of  redemption  shall  have  been  satisfied,   then  upon
presentation  and  surrender of Bonds so called for  redemption  at the place or
places of payment such Bonds shall be redeemed.

     Any  Bonds  and  portions  of Bonds  which  have  been  duly  selected  for
redemption  and which are  deemed to be paid in  accordance  with the  Indenture
shall  cease  to bear  interest  on the  specified  redemption  date  and  shall
thereafter  cease to be  entitled  to any lien,  benefit or  security  under the
Indenture.

     The Owner of this Bond shall have no 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 default  under the  Indenture,  or to  institute,
appear in or defend any suit or other proceeding with respect thereto, except as
provided in the Indenture.

     With certain  exceptions as provided  therein,  the Indenture and the Lease
may be  modified  or  amended  only  with the  consent  of the  Owners of 60% in
aggregate principal amount of all Bonds outstanding under the Indenture.

     Reference is hereby made to the  Indenture  and the Lease,  copies of which
are on file with the  Trustee,  and to the Letter of Credit  and the  Confirming
Letter  of Credit  which  are held by the  Trustee,  for the  provisions,  among
others,  with  respect  to the  nature  and  extent of the  rights,  duties  and
obligations of the Issuer,  the Tenant, the Trustee,  the Registrar,  the Paying
Agent,  the Tender Agent,  the  Remarketing  Agent,  the Bank and the Confirming
Bank. The Owner of this Bond, by the acceptance hereof, is deemed to have agreed
and  consented to the terms and  provisions  of the  Indenture,  the Lease,  the
Letter of Credit and the Confirming Letter of Credit.

     The Issuer, the Trustee,  the Paying Agent, any co-paying agent, the Tender
Agent and the Remarketing Agent may deem and treat the person in whose name this
Bond is registered as the absolute Owner hereof for all purposes, whether or not
this Bond is overdue, and neither the Issuer, the Trustee, the Paying Agent, any
co-paying agent, the Tender Agent nor the Remarketing Agent shall be affected by
any notice to the contrary.


                                     A-2-9

     IT IS  HEREBY  CERTIFIED  AND  COVENANTED  that this Bond has been duly and
validly authorized,  issued, and delivered; that all acts, conditions and things
required  to exist,  happen and be  performed  precedent  to the  execution  and
delivery of the  Indenture  and the issuance of this Bond and the issue of which
it is a part,  do exist,  have  happened  and have been  timely  performed  in a
regular  form and manner as required by law;  and that the issuance of this Bond
and the  series  of  which  it  forms a part  does not  exceed  or  violate  any
constitutional or statutory limitation.


                                     A-2-10

     IN WITNESS WHEREOF,  City of Dodge City,  Kansas has caused this Bond to be
executed with the manual signatures of the Mayor of the Issuer and attested with
the manual signature of its City Clerk.

                                       CITY OF DODGE CITY, KANSAS


                                       By:
                                          --------------------------------------
                                                                          (Name)
                                                  Mayor


[SEAL]


ATTEST:


- --------------------------------------
                                (Name)
       City Clerk


                                     A-2-11

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This  Bond  is  one  of  the  Bonds  issued  under  the  provisions  of the
within-mentioned Indenture.

                                       COMMERCE BANK, N.A.
                                       as Trustee


                                       By:
                                          --------------------------------------
                                                Authorized Signature



Registered this date:
                     --------------------------


Registrable at and Payable by:
Commerce Bank, N.A.


                                     A-2-12

                                   ASSIGNMENT

For value received, the undersigned hereby sells, assigns and transfers unto

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please insert Social Security or Taxpayer Identification number of Transferee

- --------------------------------------------------------------------------------
                  (Please print or typewrite name and address,
                        including zip code of Transferee)
- --------------------------------------------------------------------------------
the within Bond and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints

- -------------------------------------------------------------------------------,
attorney,  to register  the  transfer of the within  Bonds on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:
      -------------------------------

Signature Guaranteed:

- -----------------------------------------  -------------------------------------
NOTICE: Signature(s) must be guaranteed    NOTICE: The signature to this
by a securities transfer association       assignment must correspond with the
("STA") signature guarantee program.       name as it appears upon the face of
                                           this Bond in every particular,
                                           without alteration or enlargement or
                                           any change whatsoever.


                                     A-2-13

                           NOTICE OF DEMAND PRIVILEGE

     So long as the  Letter of Credit is in  effect  with  respect  to the Bonds
under the Indenture and so long as the Bonds bear interest at the Variable Rate,
Commerce Bank,  N.A., as Tender Agent, is required to effect the purchase of any
Bond (or portions thereof in principal amounts equal to $100,000 or any integral
multiple of $5,000 in excess thereof, and provided that the remaining portion to
be held by the Owner is $100,000  or more)  tendered  for  purchase by the Owner
thereof  (other than the Tenant or the  Issuer)  from and to the extent of funds
realized from the remarketing  thereof or drawn under or derived from the Letter
of Credit  at a  purchase  price  equal to the  principal  amount  thereof  plus
interest,  if any,  accrued at the Variable  Rate from the most recent  Interest
Payment Date  therefor to the date of  purchase,  upon (1) telex,  telecopy,  or
delivery of other written notice to the Remarketing Agent (which notice shall be
irrevocable upon receipt) no later than 3:00 p.m. Kansas City,  Missouri time on
the date of notice stating (a) the principal amount and Bond number of such Bond
(or  portion  thereof) to be  purchased  and (b) the date on which such Bond (or
portion  thereof)  is to be  purchased,  which date shall be a Business  Day not
prior to the 7th day next  succeeding  the date of receipt of such notice by the
Tender Agent, and (2) presentment by 9:00 a.m. Kansas City, Missouri time on the
date specified in such notice at the office of the Tender Agent,  in the City of
Kansas City, Missouri,  of such Bond endorsed in blank (or accompanied by a bond
power  executed  in blank) to the extent of the portion to be  purchased  as all
such terms are defined in the within Bond or the Indenture  referred to therein.
IN THE EVENT SUCH BOND IS NOT SO  PRESENTED  AND  ENDORSED BY 9:00 A.M.,  KANSAS
CITY,  MISSOURI  TIME, ON THE DATE SPECIFIED IN SUCH NOTICE AT THE OFFICE OF THE
TENDER  AGENT IN THE CITY OF KANSAS  CITY,  MISSOURI,  SUCH BOND SHALL BE DEEMED
TENDERED AND THE OWNER OF SUCH BOND SHALL BE LIABLE FOR ALL DAMAGES,  IF ANY, OF
THE ISSUER,  THE TENANT,  THE REMARKETING  AGENT,  THE TENDER AGENT,  THE PAYING
AGENT,  AND THE BANK CAUSED BY THE FAILURE TO SO PRESENT SUCH BOND.  The present
address of the Tender Agent, and the Tender Agent's present address for purposes
of such notice, is Commerce Bank, N.A.,  Corporate Trust Department,  922 Walnut
Street,  10th Floor,  Kansas City,  Missouri 64106;  telephone:  (816) 234-2525,
telecopy:  (816) 234-2562,  Attention:  Corporate Trust Dept.,  which address is
subject to replacement.


                                     A-2-14

                                   EXHIBIT A-3


                            FORM OF SERIES 2004 BOND
                       ON AND AFTER SECOND CONVERSION DATE
                              (FIXED INTEREST RATE)

NO. R-____                 CITY OF DODGE CITY, KANSAS           $_______________
..

                INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 2004
                  (NATIONAL BEEF PACKING COMPANY, LLC PROJECT)

============================ ============================== ========================= =============== ============
      Annual Interest
        Rate as of               Next Mandatory Tender        Stated Maturity As of       Original
      [Authentication                 Date After                 [Authentication           Date of        CUSIP
           Date]                 [Authentication Date]                Date]                Issue
- ---------------------------- ------------------------------ ------------------------- --------------- ------------

============================ ============================== ========================= =============== ============

REGISTERED OWNER:

PRINCIPAL SUM:                                                           DOLLARS

     City of Dodge City, Kansas, a political  subdivision organized and existing
under the laws of the State of Kansas (the "Issuer"), for value received, hereby
promises to pay to the above Registered Owner or registered assigns on the above
Stated  Maturity (or such earlier  maturity  date or  redemption  date as may be
established  pursuant to the Indenture  described  herein) upon presentation and
surrender hereof,  the above Principal Sum solely from the revenues derived from
the Lease (as such terms are defined herein),  or other amounts pledged therefor
under the Indenture;  the Issuer further promises to pay to the Registered Owner
hereof, solely from such revenues and amounts, interest on such Principal Sum as
provided  in the  Indenture  from the  above  Original  Date of Issue  until the
earlier of  maturity,  or the date the Issuer's  obligation  with respect to the
payment of such Principal Sum shall be discharged. Interest shall accrue hereon,
from the Authentication Date below, at the above interest rate until the earlier
of maturity or the Mandatory  Tender Date (as defined at the above interest rate
until the earlier of maturity or the  Mandatory  Tender Date (as defined  below)
next following such Authentication  Date, and on and after such Mandatory Tender
Date,  interest at a Fixed Interest Rate established as described herein.  Prior
to the Second  Conversion Date (as defined in the Indenture),  which occurred on
or before the below  Authentication  Date, interest accrued at a Weekly Rate (as
defined in the Indenture).

     Interest  shall be  payable on each June 1 and  December  1 (the  "Interest
Payment  Date") in each year  commencing  after the effective  date of the Fixed
Interest Rate after the Second Conversion Date.  Overdue principal or Redemption
Price of, and (to the extent  legally  enforceable)  interest on this Bond shall
bear interest at the rate borne by this Bond.

     Interest on this Bond is payable by check or draft  mailed on the  Interest
Payment Date to the person who was registered in the bond register maintained by
the  Trustee as the holder (a  "Holder")  hereof at the close of business on the
fifteenth  (15th) day of the month  immediately  preceding the Interest  Payment
Date at the address of such Holder as it appears on the Bond Register maintained
by the Trustee;


                                     A-3-1

provided  that if there is a default in the payment of interest on such Interest
Payment Date, the Trustee may select a special  Interest Payment Date and record
date. Interest shall be computed on the basis of a 360-day year with twelve (12)
months of thirty (30) days.

     This Bond, as to principal, Redemption Price and Purchase Price (as defined
in the Indenture),  shall be payable at the Principal  Corporate Trust Office of
the Paying Agent of Commerce Bank, N.A., Corporate Trust Department,  922 Walnut
Street,  10th  Floor,  Kansas  City,  Missouri  64106 or of its  successor  (the
"Trustee")  in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts.

     THE HOLDER OF THIS BOND MUST DELIVER THIS BOND TO THE TRUSTEE FOR MANDATORY
PURCHASE BY THE TENANT ON THE MANDATORY TENDER DATE STATED ABOVE, AND THEREAFTER
AS DESCRIBED HEREIN. AT A PURCHASE PRICE EQUAL TO THE PRINCIPAL AMOUNT HEREOF.

     This Bond shall not be entitled to any security, right or benefit under the
Indenture or be valid or obligatory  for any purpose  unless the  certificate of
authentication hereon has been duly executed and dated by the Trustee.

     This Bond is one of the duly authorized  Taxable/Convertible  Variable Rate
Demand Industrial  Development Revenue Bonds, Series 2004 (National Beef Packing
Company,  LLC  Project) of the Issuer,  aggregating  an amount not to exceed One
Hundred  Twenty Million and 00/100 Dollars  ($120,000,000)  in principal  amount
(the  "Bonds"),  issued under and pursuant to the  Constitution  and laws of the
State of Kansas,  and the Trust  Indenture,  dated as of  December  1, 2004 (the
"Indenture"),  between  the Issuer and  Commerce  Bank,  N.A.,  as Trustee  (the
"Trustee"),  for  the  purpose  of  providing  funds  for  the  acquisition  and
construction  of a beef  processing  facility  located  in City of  Dodge  City,
Kansas, including buildings,  fixtures,  improvements,  furnishings,  machinery,
equipment and related support facilities (the "Project"), to be made pursuant to
a Lease,  dated as of the Issue  Date (the  "Lease"),  between  the  Issuer  and
National Beef Packing  Company,  LLC (the "Tenant"),  by the authority of and in
conformity with the constitution and statutes of the state of Kansas,  including
particularly  K.S.A.  12-1740 et seq.,  as  amended,  and all other laws of said
state applicable thereto.

     THE BONDS SHALL BE DEEMED NOT TO  CONSTITUTE A DEBT OF THE STATE OF KANSAS,
THE ISSUER,  OR OF ANY OTHER  POLITICAL  SUBDIVISION OR AGENCY OF THE STATE OR A
PLEDGE OF THE FAITH AND CREDIT OF ANY OF THEM. NO RECOURSE  SHALL BE HAD FOR ANY
CLAIM BASED ON THE AGREEMENT,  THE  INDENTURE,  OR THE BONDS AGAINST ANY MEMBER,
OFFICER OR EMPLOYEE,  PAST PRESENT OR FUTURE, OF THE ISSUER, OR OF ANY SUCCESSOR
BODY THERETO, EITHER DIRECTLY OR THROUGH THE ISSUER, OR ANY SUCH SUCCESSOR BODY,
UNDER ANY CONSTITUTIONAL PROVISION, STATUTE OR RULE OF LAW OR BY THE ENFORCEMENT
OF ANY  ASSESSMENT  OR PENALTY OR  OTHERWISE.  NEITHER THE STATE OF KANSAS,  THE
ISSUER, NOR ANY POLITICAL  SUBDIVISION OR AGENCY OF THE STATE OF KANSAS SHALL BE
OBLIGATED  TO PAY THE BONDS NOR THE  INTEREST  THEREON AND NEITHER THE FAITH AND
CREDIT NOR THE TAXING  POWER OF THE STATE OF KANSAS,  THE  ISSUER,  OR ANY OTHER
POLITICAL CORPORATION,  SUBDIVISION,  OR AGENCY IS PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF, REDEMPTION  PREMIUM, IF ANY, OR INTEREST ON, OR PURCHASE PRICE OF,
THE BONDS.  THIS BOND IS A SPECIAL  REVENUE  OBLIGATION  OF THE  ISSUER  PAYABLE
SOLELY FROM THE SOURCES  DESCRIBED  HEREIN AND THE OWNER HEREOF SHALL NEVER HAVE
THE RIGHT TO DEMAND  PAYMENT FROM THE MONEYS DERIVED BY TAXATION OR ANY REVENUES
OF THE ISSUER EXCEPT THE FUNDS PLEDGED TO THE PAYMENT HEREOF.


                                     A-3-2

     It is hereby certified,  recited and declared that all acts, conditions and
things required by the Constitution and laws of the State of Kansas to exist, to
have happened and to have been performed,  precedent to and in the execution and
delivery of the Indenture and the issuance of this Bond, do exist, have happened
and have been performed in regular and due form as required by law.

     No covenant or agreement  contained in this Bond or the Indenture  shall be
deemed to be a covenant or agreement of any member, official,  officer, agent or
employee of the Issuer in his individual  capacity,  and neither the officers of
the Issuer,  nor any official executing this Bond, shall be liable personally on
this Bond or be subject to any personal liability or accountability by reason of
the issuance or sale of this Bond.

     This  Bond  shall  not be  entitled  to any  right  or  benefit  under  the
Indenture,  or be valid or become  obligatory  for any purpose,  until this Bond
shall have been  authenticated by the Trustee,  or its successor as Trustee or a
duly  authorized  authenticating  agent,  by  execution  of the  certificate  of
authentication inscribed hereon.

     The Bonds,  after the Second Conversion Date (as defined in the Indenture),
will be in the form of fully  registered  Bonds without  interest coupons in the
authorized denomination of $5,000 or any whole multiple thereof.

     All  Bonds  are  required  to be  delivered  to the  Trustee  for  purchase
("Mandatory  Purchase")  on each  Mandatory  Tender  Date for such Series by the
Tender Agent at a Purchase Price equal to the principal face amount thereof. The
Trustee is the Tender Agent.

     The next mandatory Tender Date for Bonds occurring after the Authentication
Date,  if any, is the date so  identified  on the face hereof,  and  thereafter,
subject to certain  conditions,  on any  Business  Day  designated  in a written
notice  delivered  by the  Tenant  not later  than  forty (40) days prior to the
Mandatory Tender Date next preceding such designated date.

     The Trustee is required to mail notice of each  Mandatory  Tender Date,  by
first class mail, postage prepaid,  at least thirty (30) but not more than forty
(40) days prior to each Mandatory  Tender Date. Not later than the 15th day next
preceding any Mandatory Tender Date, each Holder is required to deliver his Bond
or Bonds to the Tender  Agent with the form of  assignment  completed  in blank.
HOLDERS WHO FAIL TO DELIVER  THEIR BONDS FOR  PURCHASE ON ANY  MANDATORY  TENDER
DATE SHALL  CEASE TO BE  ENTITLED  TO HOLD SUCH BONDS OR TO ACCRUE  INTEREST  IN
RESPECT THEREOF FROM AND AFTER SUCH DATE.

     On and after each Mandatory  Tender Date for Bonds to and until the earlier
of the next Mandatory Tender Date for the Series, or earlier redemption or final
maturity,  each  outstanding  Bond shall bear interest at the lowest annual rate
which  will,  in  the  written  opinion  of the  Remarketing  Agent,  allow  all
outstanding  Bonds to be sold on such Mandatory Tender Date at par. In addition,
in accordance  with the Indenture the  Remarketing  Agent is required to use its
best  efforts  to  remarket  the  tender  bonds  at the  Purchase  Price on each
Mandatory  Tender Date.  If the  Remarketing  Agent fails to compute an interest
rate as required for the Mandatory  Tender Date then the interest rate in effect
immediately  prior to the  applicable  Mandatory  Tender  Date  shall  remain in
effect.  Each  determination  of the Remarketing  Agent as above stated shall be
conclusive for all purposes.

[INSERT PARAGRAPH [16] AND ALL OTHER SUBSEQUENT PORTIONS OF BOND FORM ON EXHIBIT
A-2]


                                     A-3-3

     IN WITNESS WHEREOF,  City of Dodge City,  Kansas has caused this Bond to be
executed  with the manual  signatures  of its Mayor and attested with the manual
signature of its City Clerk.

                                       CITY OF DODGE CITY, KANSAS


                                       By:
                                          --------------------------------------
                                                                          (Name)
                                                 Mayor

[SEAL]


ATTEST:


- --------------------------------------
                                (Name)
         City Clerk



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This  Bond  is  one  of  the  Bonds  issued  under  the  provisions  of the
within-mentioned Indenture.

                                       COMMERCE BANK, N.A.
                                       as Trustee



                                       By:
                                          --------------------------------------
                                               Authorized Signature



Registered this date:
                     -----------------------------


Registrable at and Payable by:
Commerce Bank, N.A.


                                     A-3-4