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SECOND SUPPLEMENTAL LEASE AGREEMENT THIS SECOND SUPPLEMENTAL LEASE AGREEMENT (this "Second Supplemental Lease"), dated 2011, is made by the CITY OF UNIVERSITY, MISSOURI, a charter city organized and validly existing under the laws of the State of Missouri (as further defined in the herein defined Indenture, the "Issuer" or the "City'), and WINCO REDEVELOPMENT CORPORATION, INC., a corporation organized and existing, and duly authorized to do business, under the laws of the State of Missouri (as further defined in the Indenture, the"Company'). WITNESSETH: i WHEREAS, the Issuer has previously issued its Industrial Development Revenue Bonds (Winco Redevelopment Corporation, Inc. Project) Series 2003 in the original principal amount of$5,800,000 (the # "Bonds") pursuant to a Trust Indenture between the Issuer and LIMB Bank, N.A., as successor trustee (the "Trustee"), dated as of November 1, 2003, and as supplemented and amended by that certain First Supplemental Trust Indenture dated as of June 28, 2010, and by that Second Supplemental Trust Indenture dated as of 2011 (collectively, the "Indenture") for the purpose of providing funds to finance and refinance the costs of 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, all on land located at 6200 and 6315 Maple Avenue in the City (as further described in the Indenture, the "Project") for the Company, and to pay certain costs related to the issuance of the Bonds; and WHEREAS, under the terms of the Lease Agreement dated as of November 1, 2003, as originally executed by the Issuer and the Company, as amended and supplemented by the First Supplemental Lease, dated June 28, 2010 (the "Original Lease"), the Company makes certain lease payments to the Trustee in amounts sufficient to provide for the payment of the interest on and principal of the Bonds when such payments are required to be made; and WHEREAS, concurrently with the execution and delivery of this Second Supplemental Lease, the Company purchased all of the outstanding Bonds when the Bonds became subject to a mandatory tender done in connection with the conversion of the Bonds from the Weekly Rate Period to the Fixed Rate Period; and WHEREAS, as the owner of all of the outstanding Bonds, the Company is both the payor and the payee of the principal of and interest on the Bonds, which results in offsetting payments; and WHEREAS, the Issuer and the Company desire to enter into this Second Supplemental Lease amending and supplementing by interlineation certain provisions of the Original Lease Agreement in order to modify the payment terms thereunder as further described herein. NOW THEREFORE, the Issuer and the Trustee are entering into this Second Supplemental Lease for the purposes set forth above. Section 1. Recitals. Recital No. 2 of the Original Lease is hereby deleted in its entirety and replaced with the following: "2. The Company purchased all of the outstanding Bonds in a mandatory tender of the Bonds done in connection with the conversion of the Bonds from the Weekly Rate Period to the Fixed Rate Period." f 233368521V-4 ° E i E