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LEASE AGREEMENT THIS LEASE AGREEMENT dated as of November 1, 2003 (the or this "Lease Agreement"), between the CITY OF UNIVERSITY CITY, MISSOURI, a charter city under the laws of the State of Missouri, as lessor, and WINCO REDEVELOPMENT CORPORATION, INC., a corporation organized and existing under the laws of the State of Missouri and duly authorized to do business under the laws of the State of Missouri, as lessee; 1. Pursuant to Sections 100.010 through 100.200, Missouri Revised Statutes, as amended (the "Act"), and at the request of the Company, the Issuer will issue $5,800,000 principal amount of Industrial Development Revenue Bonds (Winco Redevelopment Corporation, Inc. Project) Series 2003 (the "Series 2003 Bonds") and [$Series 2003B Principal Amount] principal amount of Taxable Industrial Development Revenue Bonds (Winco Redevelopment Corporation, Inc. Project) Series 2003B (the "Series 2003B Bonds" and, collectively with the Series 2003 Bonds, the "Bonds"), under a Trust Indenture of even date herewith (the "Indenture") between the Issuer and' Commerce Bank, National Association, as Trustee (the "Trustee"), for the purpose of providing funds to pay the costs of (a) acquiring, constructing, furnishing and equipping an approximately 79,500 square foot manufacturing facility and a 5,930 square foot building attached to the new manufacturing building, and the purchase and installation of manufacturing equipment in such new buildings and some of which will be installed in the Company's existing buildings located either on the Project Site (as defined below) or within facilities owned by the Company on the Adjacent Company Property (as defined below) in the City of University City, Missouri (collectively and including the Project Equipment, as defined herein, the "Project") for WINCO REDEVELOPMENT CORPORATION, INC., a Missouri corporation (the "Company"), and (b) pay costs related to the issuance of the Bonds. 2. Commerce Bank, National Association (the "Bank") will issue and deliver to the Trustee its irrevocable direct-pay letter of credit (the "Letter of Credit") providing for payment when due of the principal of and interest on the Bonds, and payment of the purchase price of Bonds tendered for purchase, under a Letter of Credit Application and Reimbursement Agreement of even date herewith (the "Reimbursement Agreement") between the Bank and the Company. 3. The Issuer and the Company are entering into this Lease Agreement to lease the Project from the Issuer to the Company in consideration for certain payments to be made by the Company. NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements set forth in this Lease Agreement, the Issuer and the Company covenant and agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1. Definitions of Words and Terms. For all purposes of this Lease Agreement, except as otherwise provided or unless the context otherwise requires, words and terms used in this Lease Agreement (including in the Recitals above) have the same meanings as set forth in Section 101 of the Indenture. In addition to the words and terms defined in the Indenture and elsewhere defined herein, the