Iy

UNIVERSITY OF MINNESOTA

MINING LEASE AGREEMENT

BETWEEN REGENTS OF THE UNIVERSITY AND DAKOTA AGGREGATES LLC OF MINNESOTA

JUNE

2011

TABLE OF CONTENTS
Page

ARTICLE ARTICLE ARTICLE

Section Section Section Section Section Section Section Section
II

GRANT TERM
PAYMENTS TO UNIVERSITY
Royalty Imported
Products Production

.1

III

3.1

3.2

Base Royalty
Initial

33
3.4 3.5 3.6 3.7 3.8

Advanced Minimum Royalty Annual Minimum

Reimbursement

Royalty
10 10
11

Expense

Survey and Plan Costs

Precious

Metals
to

Contribution

Scholarship

Fund

11 11

Net Lease

Application

of Payments

ARTICLE
Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

IV
4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9

CONDUCT OF OPERATIONS
Use
Mining
Practices Operations Plan

12 12 13 14

Phases

Reservation

of Rights

Improvements Compliance Maintenance

Utilities

with

Laws

Satisfaction

of Mitigation

Obligations

15 15 17 17 18

Signs

Zoning
Licenses

and Permits

18

4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20

Reclamation
Inspection Production of Property

20 and Lessees Operations 20

21

Records of Materials

Weighing
Liens

Use

of Scales

Scale

Adjustments

21 21

Timber

Planting

of Trees

22 23 23 24 25 25

University Public

Improvements Improvements
Transportation

Roadway

Community Relations
Site

Security

Sustainability

ARTICLE
Section Section Section
5.1

REPRESENTATIONS
Universitys 5.2 5.3

AND WARRANTIES QUIET ENJOYMENT

and Warranties and Warranties

25 25 25 25

Representations

Lessees Representations
Quiet

Enjoyment

ARTICLE VI INDEMNIFICATION
Section Section Section Section Section
6.1

ENVIRONMENTAL LIABILITIES

26 26 26

Universitys

Indemnification

6.2 6.3 6.4 6.5

Lessees Indemnification
Disclaimer of Warranties

Environmental
respect
to

Conditions

and

Liabilities

26 28
31

Conduct
Survival

of Operations

with

Environmental

Matters

ARTICLE

VII

INSURANCE
Lessees Insurance
Contractors General

.31

Section 7.1 Section 7.2 Section

7.3

Requirements Requirements

31

and Consultants Insurance Requirements

32 33 33 34 34

Insurance

Section 7.4

Waiver

and Release

ARTICLE
Section Section

VIII 8.1 8.2

TAXES
Taxes Generally
Unrelated

Business Income

Tax

35 36 36 37

ARTICLE
Section Section Section Section Section Section Section

IX

DEFAULT REMEDIES TERMINATION

Events of Default

91
9.2 9.3 9.4 9.5 9.6 9.7

Remedies
Additional Lessee Default Provisions

38 39

Remains

Liable Transfer of Permits

Removal

of Improvements

and Improvements

40 42

Termination of Lease Use of Accrued

by Lessee upon Termination

of Possession

Credits

43 43 43 48 48 49 50 50

ARTICLE
Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

GENERAL
10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24

PROVISIONS
and Subleasing
Beneficiary

Assignment

Agency
Notice
Casualty

Third-Party Contact

People

Condemnation Lessees Certificate Non-Business

Day

Deadlines

51 51 51 51 51

Memorandum
Headings

of Lease

Exhibits

Interpretation Further Entire Instruments

Agreement Amendments

Waiver

51

Choice of

Law

Construction Signatures

52 52 52 52 52

Counterparts Electronic
Brokers

independent Covenants
Severability Relationship
Liability

of Parties

52 53 53 55

of University

Encumbrances Guaranty
Right of First

and Leasehold Mortgages

Refusal

55 56

Security

Interest to

Amendment

Change

Legal

Description

57

11

INDEX OF DEFINED TERMS

Defined

Term

Page

AAA
Accrued
Credits

C-3

Acquiring Guarantor Active Mining

Additional

45 Area
13 19

and Reclamation

Plant Improvement Years

Adjustment

C-i
53

Affiliated Sublessee

Ames
Annual Annual Annual Meeting

47
12

Minimum Royalty Minimum Royalty

True-Up Payment D-3 D53

Applicable Lease Year Asphalt Plant Sublessees Base Royalty Base Year

D-2 47
35

Cemstone Code
Collateral

56
Date

Commencement
Comparison Consent Consent
to

Year

D-2 H-i

Sublease

44 30

Consultant

Contingency

Plan

15

CPI
Disputed Base Royalty

36 C-2

Dry
EIS

Products

Effective

Date
10

Empire

Township

Property

Environmental Estimated Estimated

Laws
Plant Improvement

27 Removal
Costs 19 19

Additional
Initial

Plant Improvement

Removal

Costs

Event of Default
Fill

36

Sand

Floor

Amount

D-2
21 Impositions

GAAP
Government Road
Guarantors Guaranty Hazardous
Identified Material

23
55 55

27
Condition

Environmental

28

111

Imported

Products 14 51

Improvements
Include/Including
Initial Initial

Advanced Minimum Royalty

Plant Improvements 19

IRS

35
15

Laws
Lease Lease Term Lease Year Leasehold Mortgage Leasehold Mortgagee Lessee Lessees
Liabilities

54 54

Agents

26 26 48

LLC
Maintenance Market
Material Materials Price Default Items

15

C-4 38

Memorandum
Metro Area
Metropolitan

51

C-3 Aggregate Production D-2

Mined

Minimum Net
Mining
Permits

Worth

36

MSHA
Negotiation Operations Permits Permitted Person Period Plan

17

C-2
12 18

Asp

halt

Plants

15 51
in

rnase
Pipeline Plant Plant Area Plant Permits Plant Plant Plant

28
14 14

Removal Removal
Deadline

40 40
41
11

Removal Rent
Metals

Precious

Premises
Production Property

14

Royalty

Proposed
Real

Project

10

Estate

Tax Costs

34

iv

Reclamation Recycled

Obligations

20

Products

Reply Period Request Request Response

Restoration Restoration
for

C-3
Arbitration

C-3 C-2 C-2 40 40

for Base Royalty Negotiation Notice Obligations Plans Property

Rosemount
Selling
Site

Guarantor

45

Plan

Sublease

HH-i H-i
13

Subleased Premises
Sublessee

Sub-Phase Taken Taking Termination Fee Termination Period Timber

50 50 43

22

Ton
Transfer Transfer

43 Net Worth 48 35 56

UBIT

UCC
University University

Improvements

23
13

Universitys Use

Washed

Sand

MINING LEASE AGREEMENT

THIS
2011 the

MINING LEASE AGREEMENT

Effective

this

Lease

is

made

effective

as

of June

Date

by

and

between

REGENTS

OF

THE

UNIVERSiTY
and

OF

MINNESOTA AGGREGATES LLC

Minnesota

constitutional

corporation

University

DAKOTA

Minnesota limited

liability

company

Lessee

RECITALS
University
is

the

fee

owner

of real property

located

in

Dakota
hereto

County Minnesota
the

and more

particularly described

and depicted

on Exhibit

attached

Property

and

further depicted

on the

site

plan set forth on Exhibit

attached

hereto

the Site

Plan

The

Property

contains

sand and gravel

Lessee and grant

to

desires to lease and accept lease

from University

and University

desires to lease
to

Lessee
set

on

the

Property

for the purposes

and term and subject

the

terms

and conditions

forth

below

AGREEMENT
In

consideration

of the foregoing
the

and the mutual covenants and sufficiency

contained
are

in this

Lease

and other

good

and valuable

consideration
as

receipt

of which

hereby

acknowledged

University

and Lessee agree

follows

ARTICLE

GRANT
Subject rights-of-way grants
relating to

the

terms

and conditions
of record the

of or

this in

Lease
with

and

to

all

easements
to

encumbrances
University Section 4.2

and and

other

matters
to for

use

respect
to the

the

Property
of

leases
to

demises

Lessee
the

Property

subject

provisions

Universitys

Use

sole purposes

of quarrying

excavating and

mining
selling the

producing
Materials

manufacturing and
conducting

transporting other

processing

drying and

stockpiling
incidental in

removing
thereto

activities

necessary

including

construction

and

operation

of the Plant

and Improvements

referenced

Section

4.3

As

used

in

this

Lease
silica

the

term

Materials
crushed

means rock

all

nonmetallic

natural

mineral

aggregate including

sand

sand

gravel

limestone granite

and borrow

ARTICLE

II

TERM
This

Lease

is

granted

for

term the Date

Lease

Term
the

of

approximately

forty

40

years of

commencing

on the Commencement
first

and ending on
in

thirty-ninth

39th

anniversary

the last day of the

Lease Year as defined

Section

3.1

As
following

used dates

in

this

Lease

the

term

Commencement

Date

means

the

earliest

of

the

The
defined within
in

date

that

the

City
for

of Rosemount Lessee
to

has

issued
its

the

Permits

as

Section
part

4.9

required portion

commence
located
in

mining operations
City of Rosemount the Permits

any

of the

of the

Property

the has

the

Rosemount
for

Property
to

and the City of Rosemount wet and dry concrete

issued

necessary

Lessee

operate

processing

facilities

i.e

ready mix concrete

plant and the

bagging plant and an asphalt

or

production

plant the

Plant Permits on
The Lessee
Property the or City
to

Rosemount Property
Empire Township

date that
its

has

issued

the Permits

required

for

commence
located
in

mining operations Township

issued

within

any part of the

portion

of the

Empire
has

the

Empire Township Property

for

and

of Rosemount

the Plant Permits

the

Rosemount Property

Provided

Lessee

in

writing

consents has

to

have

the the

Plant located Permits

in

Empire
for

Lessee

Township to commence
and Empire

the date that

its

Empire mining
has

Township
operations issued the

issued the

required

within Plant

Empire
for

Township
the

Property

Township

Permits

Empire

Township

Property or

Provided Empire
required Property

Lessee
date
that

in

writing City

consents

to

have
has

the

Plant located the

in

Township
for

the
to

the
its

of Rosemount

issued the
for

Permits

Lessee

commence
Township

mining operations
issued
the

within Permits

Rosemount
the

and

Empire
or

has

Plant

Empire

Township Property
The
the Property or

date

that

Lessee begins

its

mining operations

on any portion of

The Improvements
materials

date

that

Lessee
site

begins

to

install

or

construct

the or

including

any

preparation

or

places

any

equipment

on any portion

of the Property

Notwithstanding anything
operations place begin
to install

in

this

Lease any

to

the contrary

Lessee

may
any
to

not
site

begin

its

mining
or

or

construct

Improvement
of the

including
prior

preparation

any equipment

or materials on any portion

Property

November

30 2011

This

Lease

is

binding has not

on the

parties

from and

after

the

Effective then

Date
or

However
University

if

the

Commencement
terminate
this

Date

occurred

by December 31 2012
notice
to

Lessee

may
after the as

Lease

by providing

written

the

other

party within

sixty

60

days

however that such 60-day period being the Termination Period provided commencement of the Termination Period shall be delayed until up to December 31 2014
such date
long
as

Lessee

pays University
calendar

$25000 month

per

month

beginning

day

of each

subsequent

until

and including

January 2013 December 2014

and on
If

the

same

Lessee

fails to

make

$25000

payment
issue the

when
notice
credit in

due
of

the

Termination Period

shall

commence $25000

and

Lessee
are

or not

University refundable

may
but

termination

shall as

be

against

amounts

The payments owed for the

of

per month

Production

Royalty and Annual

Minimum Royalty
If
its

stated

Section

3.3c
occurred have
but not Permits required obtained
for

the

Commencement

Date

has

Lessee both

to

commence
Rosemount
to yet

mining

operations

Mining Permits
Township
for

been
shall

on

the

Property obtain

and the Empire Mining Permit

either

Property then
of the Property

Lessee

have

until

December 31 2014
Permits

the

portion

Property

where

the Mining

have not
If

been issued
Permit has

i.e
not

the

Rosemount
for the

or the Empire Property

Township Empire

Property Township
notice
to

Mining by

been obtained
then days

Rosemount

or the

Property
to the

December 31 2014
party within
sixty

either after

Lessee such

or University

by providing
this

written

other

60

date may terminate

has not been obtained

Lease with
either shall

respect

the

portion

of the Property or the

where Township

Mining

Permit

i.e
Lease

the Rosemount

Property
for

Empire

Property where

provided

however

the

remain

in

effect

the

portions

of the Property

the Mining

Permit has been obtained

and where

the Plant Permits

have been obtained

If

the

Commencement

Date

has

occurred
until

but

Plant

Permits

have not
to obtain

been obtained

on

the
for

Rosemount Property Lessee the Rosemount Property If

by December 31 2014
party of the within Plant
is

shall

have

December 31 2014
obtained
the

the Plant Permits the

Lessee then days

has

not

Plant

Permits

for

Rosemount
notice respect defined
to to in

Property the other the area

either after

Lessee

or University

by providing
this

written with

sixty

60
on

such date
Site

may

terminate

Lease
Plan

shown
located

on the
the

existing

Plan

and

Operations

as
the

Section

4.1
in

which
for

Rosemount Property provided

Property

however
has the

Lease

shall

remain where

effect

the

portions

of the

where

the

Mining

Permit

been obtained
Site

and
the in

the

Plant Plan

Permits
shall

have

been obtained
to reflect

Operations Section

be amended Township

the

Upon new

such

termination of the

Plan

and

location

Plant

Area as defined

4.3

on the Empire

Property

ARTICLE

III

PAYMENTS TO UNIVERSITY
Section
all

3.1

Production

Royalty
used
in

For

all

Materials

removed

from the Property

and

for

Materials

from the Property and

the

Plant
as

for production products

of ready

mix

concrete

asphalt
the

and similar materials

Materials Lessee

products

such

bagged

and other products

during

utilizing

any

such
within

removed
forty-five

or used

Materials
after

being
the

Mined
day
of
for

any

calendar

month
to

shall

45
as

days

last

such

calendar

month pay

University
as

production

royalty the

Production
defined

Royalty
in

each type
then

of Material
in effect in

calculated during
the

follows

the

Base
for

Royalty

Section

3.2a

applicable
in

Lease Year

the type of Material multiplied

by

the weight

Tons

as

defined

Section

3.2a

of the Material

For purposes
physically
the

of this Lease
for

any Materials
off-site

shall

be considered

Mined when
for

the Materials production

in

leave

the Property of

an

location or
will

or are used receive

on the Property
for

Plant

regardless

whether

Lessee

has

compensation

such

Materials

Materials

that

are

stockpiled
at

on

the

Property

but are not

that

as

yet transported
as

off of the Property

or

used

in

production

the

Plant are not Materials

have

yet been Mined

No
landscaping
restoration

Production
site

Royalty

is

owed

for

any

Materials

used

on

the

Property

for

berms
turf

preparation

roads

reclamation
to

grading

stormwater

pond

construction

or other physical

Improvements

the Property

As used
during
that

in

this

Lease

the

term

Lease Year
and on
the

means

each

twelve

12-month
June and

period

the Lease
first

Term commencing
Year
the
shall

on July

ending on the succeeding

30
shall

provided

the

Lease
if

commence

Commencement
prior
to

Date

end

on
if

June 30 2013
the

Commencement Date
occurs

occurs

April but

2013
before

ii June
April but

30 2014
2014

Commencement

Date
the
If

on

or

after

April occurs

2013
on or
after after

and

iii June

30 2015

if

Commencement Date

December 31 2014
Year
shall

the

Commencement Date

occurs

2014 April December 31 2014

on or before
first

the

Lease

end on the succeeding June 30

Along
University

with written

each monthly
report

payment
the

made

pursuant

to

this

Section

Lessee

shall

provide during defined

to

showing

quantities

of each

type of

of Material

Mined as

the
in

immediately preceding
Section the

calendar

month
in

ii

the

quantities

Precious

Metals

3.6

and Timber

as

defined

Section

415
to

sold or removed
the

from the Property and other

during
royalties

immediately preceding
payable
to

calendar

month and iii

with respect
if

Production

Royalty Precious

and payments
Notwithstanding Statutes time
this the

University
to

such Materials
is

Metals and Timber under Minnesota

anything

the

contrary

tax

imposed

on any Material from time

to to

Section

298.75

as amended supplemented
otherwise
shall

or replaced with
at

time

prior

to

the
to

Production

Royalty would

accrue accrue

respect

such
is

Material

pursuant

Section

then the Production

Royalty

the time the tax

imposed

Section

3.2

Base Royalty Imported

Products

Base
type of Material
shall

Royalty

During
rates

the

first

Lease
of

Year

the

Base Royalty

for

each

mean

the following

per ton

2000 pounds

Ton
$1.50 $0.85 $0.75

Type
Gravel Gravel

of Material than
5116th 5116th

Base Royalty
of an of an

per

Ton

Greater

in

size

inch inch

up

to

and including

Washed Sand Washed Sand

Dry Products
Fill

shipped

outside

40-mile

radius

$0.40 $0.85 $0.35 $0.75 $0.25 $0.50

Sand

Blue Clay Other Clay Black Dirt

As used
has passed
Fill

in

the

table

above

Washed Sand
process

means

all

number
all

mesh

Material

that

through

the

washing

Dry

Products

means

processed

Material means
all

except

Sand

that

will not be run through

the washing

process and

Fill

Sand

number
negotiate

mesh
different

Material

which

has
for

not

gone

through

the
as

washing

process
in

The

Parties

may

Base Royalties

blended products

contemplated

Section

4.1

Lessee so
that

shall

perform
are
for in

all

Materials
final

processing

on the Premises being removed

as

defined the

in

Section

4.3

Materials

their

form before
shall

from

Premises
final

and the

Production Material processing

to result in

Royalty Without
of the Lessee

each type

of Material

be calculated
not take

based on the
in

form of the
with the

limiting the foregoing Materials

Lessee

shall

any action

connection
that
is

including

processing

Materials

off of the Property

intended

paying

lower Production

Royalty for the Materials

From and
of Material
in shall shall for

after

the

first

day of

the

sixth in

6th Lease Year

attached ever
first

the

Base Royalty for each provided

to

type
that

be adjusted
the Base such type

as

described
for

Exhibit

hereto

however
less

no event

Royalty

any type on
the

of Material

be adjusted 1st

be

than

the

Base Royalty

of Material

first

day of the

Lease Year

Imported including
aggregates the Property Sections 6.3

Products
Lessee

Subject

to

the other terms Materials collectively

and conditions
hard

of this Lease specialty onto

and

6.4

may import

granite

rock

recyclable
for

concrete

and recyclable asphalt purposes

Imported

Products

the following

Lessee aggregates onto

the

may

import
for

Materials
the

granite of

hard

rock

and and

specialty the

Property granite obtain

purposes and specialty

blending

mixing

imported Materials on the

Property the
to

hard rock desired

aggregates resale

with

the Materials of blending

specification granite
for

for

and

and mixing
with the

imported

Materials

hard

rock

and specialty
obtain

aggregates desired

Materials

on the Property
products

use

in

the Plant in order to the Plant

specification

for the

manufactured

in

ii
the

Lessee
for

may
such with

import

recyclable of

concrete such

and recyclable
recyclable

asphalt concrete

onto

Property

the

purposes crushed

crushing

and
if

recyclable not

asphalt

any

recyclable
is

concrete

and recyclable asphalt

referred the the
to as

blended

or mixed
for

any Materials
of blcnding

hereinafter

Recycled
crushed

Products
recyclable Property
the to

resale

and

mixing
with

imported
Materials

concrete obtain

and

crushed

recyclable
for

asphalt resale

on the

desired

specification concrete use

in

of blending recyclable order Plant

to

and mixing
with the

imported crushed on
the for

recyclable
for

and crushed
the Plant
in in

asphalt obtain of

Materials

Property
the

desired using the

for

specification

products recyclable

manufactured
concrete

the

and

imported

crushed

and

crushed

recyclable

asphalt

reclamation

iii
using

Lessee

may

import
for

Materials reclamation

onto

the the

Property

for

the

purpose

of

such imported Materials

on

Property
Lessee

Notwithstanding

anything the

in

this

Lease

to

the

contrary

shall

not

import defined building

any
in

Imported
Section

Products
that

onto include

Property
or

that

contain

any

Hazardous

Material

as

6.3

waste

debris from the construction

or demolition

of any

or

other

improvement

or

that

include

waste onto

shingles

from

municipal

waste stream comparable

or

tear-off

shingles black
testing this dirt

Also any
that exists

black

dirt

imported

the Property

shall

be of

quality to the reasonable with

on the Property on Imported

shall

on the Effective
imported
for

Date

University
to

may impose
ensure

requirements

Products be

onto the cost

the Property of such

compliance

paragraph

and Lessee

responsible

testing

No
Imported products

Production Products

Royalty

is

owed Tons

on Imported used
to

Products
ready

provided

however

that

if

the

measured
products

in

produce

mix concrete
Materials

asphalt processed

bagged
in
is

and

other

including

aggregate

products
at

and

the

crushing washing
than
fifteen

screening

and heat-drying
of
the

plants from

the Plant during Property concrete

any Lease
not

Year

more

percent

15%
in

Materials
to

the

i.e

including

Imported and

Products
other

measured

Tons

used

produce ready

mix

asphalt
in

bagged

products

products

including

aggregate

products
at

and Materials
during

processed

the crushing
for

washing

screening

and heat-drying
Products

plants

the

Plant

such Lease

Year then

each

Ton

of

Imported pay
their to

used

in

such production
Royalty
the

at the Plant in excess as

if

of such

percentage

Lessee
Products or

shall

University

Production components

just

Lessee had Mined the Imported

that
if

and
their

constituent

from

Property except
then the Base

the Imported the Imported

for the

Products Products

constituent equal
if

components

are Materials

Royalty

for

shall

be

to

twenty-five

percent Products

25%

of the Base Royalty then then of

the the

in effect for

the applicable

Material
shall

the Imported
to

are concrete

the Base

Royalty
for are

Imported

Products
in size

be equal
5116th for

twenty-five

percent
in

25%
if

Base

Royalty
Products

Gravel Greater
asphalt then of the granite

than

of an

inch

then

effect
shall

Imported
to

the Base

Royalty
for

the

Imported

Products then
in

be

equal

twenty-five the

percent

25%
are

Base
hard

Royalty rock
of

Dry

Products

effect the

and

if

Imported

Products
to

or
the

specialty

aggregate
for

then

Base

Royalty
in size to

shall

be equal
of an

twenty-five

percent

25%
after

Base Royalty any Production

of the count

Gravel Greater Year

than
this

5116th

inch

then in effect
forty-five

Lessee days

shall

pay

Royalty owed Lease

pursuant

paragraph the
in this to

within

45

the end not

applicable against the

Notwithstanding described

foregoing paragraph
extent

Imported and Lessee

Products
shall

shall

15%

threshold

not

owe
are

Production included required

that in

Royalty

on such
or
its

Imported
sublessees

Products
or

the

that

such

Imported
of

Products

Lessees

licensees of such using

products products Materials

satisfaction this in

solely because an

specifications

by

third-party purchaser

or user

arms-length from
the

transaction

and
as

such

specifications

cannot
to

be met

by

mined
at

Premises

all

demonstrated by Lessee payment

for

Universitys
is

reasonable
to as

the time

the applicable

annual not

Imported

Products

due pursuant
Products

paragraph
as

and

Lessee
Products
to

shall

owe

any Production
or

Royalty on Recycled any

Materials

long

the Recycled

are not the

blended not

mixed

with

on the Property

and

such
shall

Recycled
not count

Products
against

extent

blended or mixed with

described
in this

any Materials

on the Property

the

15%

threshold

paragraph

Section Regardless University

3.3

Initial

Advanced
has extracted

Minimum

Royalty

Annual

Minimum

Royalty pay
to

of whether Lessee an
Initial

any Materials

from the Property Lessee

shall

Advanced

Minimum

Royalty the Initial Advanced

as

Minimum Royalty
in this

and an annual

minimum

royalty the

Annual Minimum Royalty

provided

Section

Initial

Advanced

Minimum
funds
an

Royalty
Initial as

Lessee

shall

pay

to

University

by
five

wire

transfer

of

immediately available
dollars

Advanced

Minimum

Royalty of

million and no/100

$5000000.00
Lessee
has

payable

follows

paid

fifty

thousand and no/100

is

dollars

$50000.00
This

to

University

prior to the Effective

is

Date

receipt of which

acknowledged

amount

of

$50000.00

non-refundable

ii $450000.00
refundable
to

Lessee

shall

pay

four

hundred

fifty

thousand

and no/100

dollars
is

University

on the

Effective

Date

This

amount

of $450000.00

non-

iii

Lessee

shall

pay

five

hundred
that
is

thousand
thirty

and
days

no/100
after

dollars

$500000.00
Rosemount
gravel has

to

University
its

on or before

the date
to

30
of

the City of

amended
on
the

zoning ordinances Property

permit This

or conditionally

permit

sand and
is

mining

Rosemount

amount

$500000.00

non-

refundable

iv
$500000.00
Township
gravel has
to

Lessee

shall

pay

five

hundred
date
to that

thousand
is

and

no/100
after

dollars

University
its

on or before zoning

the

thirty

30

days

Empire sand and

amended
the

ordinances

permit
If

or conditionally

permit

mining on
is

Empire
then City

Township
the

Property

no such

amendment
to this to

by Empire
paragraph permit or of

Township
shall

necessary
the

$500000.00

payment amends
its

due pursuant
zoning

be due when
permit
is

of

Rosemount

ordinances

conditionally

sand and gravel

mining on the Rosemount

Property

This

amount

$500000.00

non-refundable and

Lessee
dollars

shall

pay
as

three million

five

hundred thousand

and no/100

$3500000.00

to

University

follows

Lessee and no/100

after dollars

shall

pay

one

million
to

one hundred
within
to

fifty thirty

thousand

$1150000.00
Rosemount
has

University

30

days
to

the

City

of

issued

Permit

allow

Lessee

conduct mining
the

crushing

and washing of aggregates

This

within

any poition
is

of

Rosemount

Property

amount

of

$1150000.00

non-

refundable

Lessee

shall

pay

one

million
to

one hundred
within allow within of

fifty thirty to

thousand

and no/100
after

dollars

$1150000.00
has issued of

University Permit
to

30
of
is

days

Empire

Township and

Lessee

conduct
the

mining
Empire

crushing

washing

aggregates

any

portion

Township

Property

This

amount

$1150000.00

non

refundable and

Lessee

shall

pay
to

one

million

two

hundred

thousand

and

no/lOO

dollars

$1200000.00
that the
if

University

on the Commencement Date due

occurs pursuant

Date
to

provided
April

however 2012

the

Commencement
payment

prior
to

15

then

$1200000

this

Section

33

vC
to

shall

be payable

as

follows

$600000.00 $600000.00

shall

be

due and payable

on the Commencement on the

earlier
its

Date and
of April

shall
first

be due and payable

date
that

to

occur

15 2012

and the

Lessee

either

begins
install

mining operations

on any portion

of the

Property
site

or begins

or construct portion of

any Improvement
the

including amount

any
of

preparation
is

on

any

Property

This

$1200000.00
Annual Royalty Year
as

non-refundable

Minimum
University attached

Royalty
annually hereto

In

addition

to

the Initial

Advanced
for

Minimum
each Lease
are

Lessee
set forth

shall

pay

to

an

Annual

Minimum
as

Royalty

on Exhibit The Annual

Amounts
for

paid

Annual
shall

Minimum Royalty
be payable
as

nonrefundable

Minimum
If

Royalty

each

Lease

Year

follows

by September
of the

30 of any Lease Year Lessee

has
for

not

paid

at

least

twenty-five

percent

25%
45 days

Annual

Minimum
as

Royalty

due

such

Lease
shall

Year pay

without
to

application within

of the Floor

Amount
such

defined

in

Exhibit
percent

then

Lessee

University

after

date

twenty-five

25%
actually

of the Annual

Minimum
minus

Royalty due for such any Annual

Lease

Year without payments

application Lessee has

of the Floor

Amount
for such

Minimum Royalty

that

paid

Lease Year

ii
entire

If

by

December

31

of

any

Lease due

Year
for to

Lessee

has

not

paid

the

amount

of

the

Annual

Minimum
then

Royalty Lessee

such

Lease

Year
within
for

without 45
days

application
after

of the date

Floor

Amount
amount
of the

shall

pay

University

such

the entire application

that

of the Annual Floor

Minimum Royalty
minus any

due

such Lease

Year

without

Amount
for

Annual

Minimum

Royalty

payments

Lessee has actually paid

such Lease Year and

of Annual the Floor Lessee
for

iii
Royalty actually
the

If

by June 30 of any Lease

such
for

Year
Lease

the amount
is

Minimum
Amount
if
to

paid by Lessee during

Lease Year
such

less

than then

any

of

Annual
within

Minimum
after

Royalty such

Year

shall

pay

University

45 days

date

the

Floor
that

Amount
has

such

Lease
paid

Year

minus

any Annual

Minimum

Royalty

payments

Lessee

actually

for such

Lease Year

The Year and Lease

amounts
date

actually the

paid

by Lessee

as

Production of Annual paid

Royalty between

July
is

of due
for

Lease
such

the

that

September any

30 payment

Minimum
on

Royalty

Year

not
but

including not paid

Production of an

Royalty

Imported
pursuant
to

Products
the last

Production

Royalty owed
paragraph
credits

because

application

of credits paid

grammatical
shall

of this Section

3.314
the

or Production

Royalty

for

any

prior

Lease
of

Year

be

against
for

and
such

reduce

amount

of

the

September

30

payment

Annual

Minimum

Royalty due

Lease Year

The

amounts

actually

paid

by Lessee payment

as

Production

Royalty between
Royalty
is

July

of

Lease

Year and the date the December 31 Year

of Annual

Minimum

due

for

such Lease Royalty

not

including

any

Production

Royalty paid
of credits

on Imported
pursuant

Products

Production

owed

but not paid

because of an application

the last grammatical

paragraph of

to

this

Section

3.3b

Production

Royalty

payments
of

that

were

applied

as

credits

against

and

reduced the Lease

amount

of the
to

September

30 payment

Annual

Minimum
for any prior

Royalty

due for such

order
to

Year pursuant
such

the

immediately preceding
or Production of the

grammatical

paragraph

in

avoid

double counting
credits

payments

Royalty paid
31

Lease Yearj

shall

be

against and reduce

the amount

December

payment

of Annual

Minimum Royalty

due for such

Lease Year

The Year and

amounts

actually

paid

by Lessee

as

Production

Royalty between Royalty

is

July such

of

Lease Year
but
this

the

date the June 30

payment

of Annual

Minimum
the

due

for

Lease

not
not

including paid

any

Production of an

Royalty paid on Imported

of credit pursuant
that to

Products
last as

Production

Royalty

owed
of

because

application

grammatical
credits

paragraph

Section

3.3b
of
the

Production

Royalty payments

were

applied of

against

and reduced the Royalty due

for

amount

September

30 or December 31
to

payments

Annual

Minimum

such Lease avoid

shall

Year pursuant
counting against such

the two

immediately preceding
or Production

grammatical
for

paragraphs

in

order to

double

such

payments
the

Royalty paid

any
of

prior

Lease

Year

be

credits for

and reduce

amount

of

the

June 30 payment

Annual

Minimum

Royalty due

Lease Year

If

the

Annual

Minimum
for

Royalty

actually

paid

for

Lease
Production

Year

exceeds

the but then

total

Production
paid

Royalty of an

owed

such Lease Year including

of
credits

any

Royalty

owed

not
the

because
shall credit

application
credit

pursuant

to

Sections

3.3b

and

3.3c
any

difference not

be

against

future

Production of

Royalty payments

but the

difference

shall

be

against

future

payments
as

Annual
in

Minimum
Exhibit

Royalty or
Initial

including Advanced

Annual

Minimum
Royalty
after

Royalty

True-Up
against

Payment
Production

defined

Minimum
be applied

The

credits

Royalty
in

described

in this

Section

3.3b

shall

the application

of the credits

described

Section

3.3c
Royalty
II to

Additional

Credits

against pursuant

Production
to

and

Annual
the start

Minimum
of the Lessee Section

Royalty

Amounts
Period Section

actually the

paid

by Lessee
per

Article

postpone
actually

Termination
pursuant 3.5
to to

i.e

$25000

month as

and

the in

amounts
Section
in

paid

by
to

34

and by Guarantors amount

of

defined
as this

10.21

pursuant

up
as

maximum
Lessee

$400000.00
pursuant
shall to

provided Section
as

Section

3.5

all

such

amounts

for

which
the

receives

credit

3.3c
advance

are collectively

referred to

herein

Accrued
payments any
shall

Credits
and Annual payment
to

be credited
Royalty

an

payment
shall

of be

future

Production against

Royalty
or reduce Credits

Minimum

payments

but

not

credit

future

of Initial twenty-five

Advanced
percent

Minimum Royalty

application

of the Accrued Royalty

be limited

25%
one

of the amount
to

of the Production

payments have

or

Annual

Minimum
For

Royalty payments

due from time hundred

time

until

the

available
dollars

credits

been

exhausted

example
or

if

thousand Royalty

and

no/lOO
is

$100000.00
and payable
to

Production University

Royalty payment
for

Annual
Lessee

Minimum
has

payment

due and and

any
in

month

and

accumulated
only

fifty

thousand thousand
to

no/lOO no/l00

dollars
dollars

$50000.00 $25000.00
thousand

Accrued
the

Credits

then

twenty-five

of

available
dollars

Accrued

Credits

may

be

applied

reduce

the

one

hundred

and no/100

$100000.00
and
the

Production

Royalty payment
Credits
shall

or Annual

Minimum
be

Royalty payment respectively

applied
to

remaining

Accrued

be

carried forward to Royalty

subsequent
for

Production
credits are

Royalty

payments
this

and Annual
shall

Minimum

Amounts

which

available

under

paragraph

not bear interest

payments The Initial

Advanced
Production

Minimum

Royalty

shall

not

be credited

against

or

reduce

any

future

payments

of

Royalty or Annual

Minimum Royalty
after

Minimum
Lease
Section
for

Royalty Payments
or

Termination Lessees
right

Upon
to

the

termination

of

this to

any

reason

upon

termination
to

of

possession

pursuant

9.2b
prior to

Lessees

obligation

make
shall to

Annual

Minimum
except

Royalty
as to

payments payments
in

and due

Initial

Advanced
period
as

Minimum
such

Royalty payments
termination
as

terminate

for the

any Termination Fee as defined under Section

Section

9.6

and

to

any accelerated

Annual

Minimum Royalty
Reimbursement
for
all

92c
days
after the

Section

34
costs

Expense

Within

thirty

30
costs

Effective

Date
all

Lessee

shall

reimburse

University within the

of of

out-of-pocket

and expenses

including
for

development commencing
in

meaning

Treas

Reg
Date

1.512b-1b
paid impact sand

the

period

May
with
relation ancillary

2009

and ending on the Effective and approval proposed and

or
to

or incurred

by University the

connection
in

completion
to

of the of the

environmental Property
for

statement gravel

EIS
and
the

prepared

the

use

and

mining

processing

manufacturing and
paid or

related

general

operations
to
its

and

facilities

collectively

Proposed
legal

Project
and
bodies

owed
the

by University
City of

attorneys excluding

in-house

counsel

consultants

Rosemount
or the related

Empire Proposed
to the

Township

and

other

governmental
with costs other

having jurisdiction
application costs
to

over

the Property

Project in connection Project

legal to

environmental permit and expenses

services
shall

and other reviews and expenses

University the amount
for

Proposed

Such and
the

include

engineering environmental
incurred
is

and studies provided

University estimates

For costs and expenses

of the reimbursement

prior

Effective

Date

that

$1382931.96
prior to confer
to

After incurring regarding

the

Effective

Date

University

shall

endeavor

to

inform Lessee
practical
to

University with

material

amount

of such costs

or expenses

and when
has the

Lessee

such material
based

costs

and expenses
with

but

University

no obligation

limit

such costs any such

and expenses
costs
thirty

on any conference
the Effective

Lessee
shall

To

extent

University
for

incurs

or expenses

after

Date
to

Lessee

reimburse

University
related

the same

within

30

days

after

University
are

delivers

Lessee copies
but
shall

of invoices

thereto future
in

Payments
Production

made

under

this

Section

non-refundable
Royalty
is

be

applied
as

against

Royalty

and

Annual
the

Minimum
if
it

payments and does

provided disadvantage
directly to

Section

3.3c
or the

Notwithstanding
consideration bodies
for

foregoing Proposed

practical

not

University
to

of the

Project

Lessee
this

may make payments

Section

the governmental

costs and expenses

covered by

and payable

such

bodies

Section

3.5

Survey

and Plan

Costs
the

Pursuant Guarantors

to

that

certain

Letter
in

of

Interest

dated the as the

May 14
Guarantors required

2009

between and

University
will

and

as

defined

Section of the

10.21
Property with

obtained
for the

obtain of the

boundary
Operations

and
Plan

topographic

surveys
in

preparation

and
for

as

required

connection

completion
also obtained University Guarantors reforestation plans

of the

EIS
will

and with
obtain of

permit

applications
east

the

Proposed

Project
that

The Guarantors
been identified by
ball

and

survey of an area

of the Property
site

has

and
also

the

City

Rosemount
will utilize

as

potential

for recreational
to

fields

The
plan and

utilized

and

outside

consultants

prepare

reclamation

plan mining plan and Operations

in this

Plan exceed

The

out-of-pocket

costs for the surveys

shall

described

Section

is

estimated

to

$400000.00 which

be

nonrefundable

10

to

the

Guarantors
as
in credit

provided
against

however To

up

to

$400000.00

of

such

out-of-pocket

costs

shall

be
as to

applied

future Production obtain the

Royalty credit

and Annual Lessee

Minimum Royalty
show
sufficient

payments
evidence

provided
University

Section such

3.3c

shall

that

costs have been incurred

and paid

Section or the unrefined

3.6

Precious

Metals

The

royalty rate

for

gold from

silver

or other precious

metals
the gross

or partially
if

refined
shall for

ores

thereof

extracted percent
less

the of

Property the

collectively

Precious

Metals

any

be seventy-five

75%
the
to

following

proceeds received
not

by Lessee

such Precious The

Metals
shall

costs

of on-site within

refining

but

mining costs incurred by Lessee

after

royalty

be paid

University use
its

twenty
to sell

20
the

days

the date Metals

at

Lessee

receives

such proceeds

Lessee
after

shall

best efforts

Precious the

then-current
shall

market prices promptly

not than
sell

removing
to

the Precious Person

in

Metals defined or or

from
in

Property

Lessee
that

any

Precious

Metals
of the

any

as

Section

10.10

owns more
or
indirectly

ten percent

10%
is

voting

interests

Lessee Lessee

any any

Guarantor Guarantor

directly

controls

Lessee

under

common
such

control
sale
is

with
at fair

or

is

controlled
in

by Lessee or any Guarantor advance by University

unless

market value

as reasonably

determined

Section the

3.7 Lessee

Contribution
shall to

to

Scholarship

Fund

For each Ton of Materials Foundation

students

Mined from $0.02

as

Property

pay

to

University scholarships planning

of Minnesota
for

two

cents

an

unrestricted

contribution engineering

fund

University

studying

or

researching

geology
shall

civil

land-use

and similar or related

the

disciplines Production publicly

that

Such
Royalty

payment
is

be due
to

and payable
Section

on

monthly

basis at basis

same

time

the

paid

pursuant recognize similar

3.1

On
for

periodic the

University the

shall

acknowledge

and

the

contributions

scholarships Lessee

in

same

manner

University research

recognizes

scholarship
are
is

contributions

may

recommend may

what

projects

and
the

departments
scholarship

funded

by

the

scholarships
to

Lessee
prior

identify

the
shall

name
not be

by

which

identified

subject

Universitys

approval

which

unreasonably

withheld

Section the Production

3.8

Net

Lease
Initial shall

Application

of

Payments

University

and Lessee

intend

that

Royalty
this the

Advanced

Minimum
to

Royalty

and
so

Annual
this

Minimum
shall

Royalty
yield net

payable under
to

Lease

be absolutely net Royalty

all

University

that

Lease

University

Production

the

Initial

Advanced

Minimum
to

Royalty

and the Annual and

or

Minimum
obligations

Royalty of every

and
kind the

that

costs

fees

expenses
relating

taxes
the

charges Premises
with or

reimbursements which

and nature Lease

whatsoever
as result

may

arise

become due
thereon

during

Term

of or
as

in

connection be paid 3.5

Lessees

operations

whether or not
except
as

specifically

designated expressly

such
in

shall

discharged

by Lessee
shall

when

due
such

otherwise

stated

Sections

6.4
in

and

8.1

Lessee

indemnify
against otherwise received
in

and hold
costs

harmless fees
stated

University

and the

LLC as

defined

Section

10.2

from and
except as

expenses
in to

taxes charges 3.5

to

reimbursements
University then

and obligations

expressly

Sections
this

6.4

and 8.1

may

apply

the

payments
this

by Lessee
order
that

pursuant University

Lease

any amounts
This

owing
shall

by Lessee
survive

under the

Lease
or

the

deems

appropriate

Section

expiration

earlier

termination

of this Lease

11

ARTICLE IV CONDUCT OF OPERATIONS

Section
only the purposes prior written
4.1

Use

Mining
in

Practices

Operations
for

Plan

Lessee

shall

use

the Property

for

specified

Article
shall

and

no other purpose
its

whatsoever without
the Property
in

Universitys
prudent practices

consent

Lessee
in

conduct

operations

on

and and

workmanlike
in strict

manner

accordance
the

with good and accepted

schedule

mining and business

of
that

compliance August

with

phasing
last

and other provisions

certain

Operations Hill

Plan

dated

10 2009

revised

June
to

28 2010
time with

and prepared
Universitys

by James
written

Inc
the

Project

No

22632

as amended from
With
to

time

prior

consent
Plan

Operations Plan amended with respect

February
set

the

Universitys prior written

of the Property

consent
in

the

Operations of

was
on
is

the

portion
title

located

the

City

Rosemount
the

2011
on
the
first

copy

of the of

sheet of the

Operations hereto

Plan

which includes
of
the the
title

index
of

forth

page

Exhibit
to

attached Operations

copy

sheet
for

the

February

2011
is

amendment
forth

the

Plan

which
attached

includes hereto with notice

at

index

such
the

amendment
schedule
in

set

on the second Plan

thirty

page

of Exhibit provide

Notwithstanding
least

the

Operations than

Lessee

shall

University written

twenty-four beginning

24
new

months and no more

Phase

30
the

months advance
form of the

prior to notice
for in

as

defined
to

in

Section
at

4.2
will

advanced

written

providing the date

the

LLC

the Annual

Meeting

as

defined
shall

below
the

the plans
set forth

may be by Lessee the new Phase and

Operations
the

when

the

new Phase
agrees

begin which Lessee

be

date

the

Plan

unless Plan

University

otherwise
consent

shall

not

amend

modify or
shall

restate

Operations

without
to

the prior written

of University
to

University

not

unreasonably

withhold without
not

consent

amendments

and changes
to for

the

Operations
to

Plan

provided
or

however
change
it

that
shall

limiting Universitys

right

withhold

consent
to

any

amendment
consent
to

be
or

deemed
change
at least

to

be unreasonable would adversely

University

withhold

any proposed amendment Use or unless University planned Universitys

as
if

that

impact any then-existing

notice of such

Universitys

had

three years prior

shall

written
all

proposed amendment
of the Operations
to

Use
were be
the

Lessee
fully

comply

with

of the provisions

Plan with
in

such

provisions
shall

set

forth in this Lease

and any Lease

failure

by Lessee

comply
anything

such the

provisions

default contrary

by

Lessee

under
shall

this

Notwithstanding blasting or use

Operations
in
its

Plan

to

Lessee

not

perform any

any explosives

operations

on the

Property

In Operations

March
Plan

of each
in

Lease Year the

identify

LLC

and Lessee changes

shall

meet and confer

to the

and review

the

order to

possible an

and amendments

Operations University

Plan
shall

At

each

such
to to

annual

meeting

each

Annual

Meeting
if

Lessee
use

and

endeavor
adjacent

inform each
the

other of their Active

shall

respective

plans

any

to

the portions the

of the Property three

then-current University
that

Mining
discuss during

and Reclamation
at

Areas during Meeting Lease

the

next

years

Also Lessee
blended
shall

and

each
the

Annual

Base
This the

Royalty for any Annual Meeting

Plan
at

products prevent during

may be Mined
Lease
but

following

Year
to

not

Lessee

from suggesting

changes

and amendments
time
after after

Operations of

other

times

any

Year
no
later

Within
than
sixty

reasonable

submission the

suggested
shall

changes

and amendments whether

to the to

60

days

submission
or

LLC
If

make
does
the

decision not consent

grant consent

for

any

suggested
in

change
writing

amendment
such

the

LLC

suggested

change

or

amendment

during

60-day period

12

LLC
in

shall

be deemed

to

have denied

the

suggested

change

or

amendment

If

Lessee

desires

to

amend

or modify the Operations

Plan to

enlarge

or alter the succession such

of Sub-phases or modification

as
in

defined writing

Section

4.2

or Phases

then

Lessee must request

the applicable

amendment

at least

three

Lease Years before

enlargement or

alteration

would take effect

Section
will

4.2 active

Phases

Reservation

of Rights

As shown
in

in

the

Operations

Plan

Lessee

engage

in

mining and reclamation

throughout

operations

phases

each

Phase
shall last

and subno longer Phase or

phases than

each

Sub-Phase

the Lease

Term

Each

Sub-Phase

fifteen

15

years
shall

unless

extended with
in

the consent

of University

During
in

each

Sub-Phase
area active of the

Lessee
Property

engage

active

mining and reclamation

in the

operations

only the specific area

is

designated

for

such

Operations
to

Plan

while

such
the

subject

to

mining and reclamation Reclamation and

operations

pursuant

the

Operations written

Plan

Active
the total

Mining
Active both
as

and

Area
in the

Without
in

Universitys

prior

consent Dredge

Mining
further
sixty

Reclamation

Areas

Dry

Mining
shall

Phases not
the

and

Floating
in

Phases one
the

described acres
is

Operations the

Plan

exceed lake two

or

the

aggregate
set

hundred Permits

160
at

excluding and ii

surface

area

of

the

acreage

by

whichever Areas

less

there

may be no more

than

Active

Mining

and Reclamation

any one time north of County Road

46
within as

Lessee
the turkey

shall

not perform any

facilities

mining or Plant operations

in

six

hundred

600

feet in

of the the

research

located
is

Dry
to

Mining

Phase

further
in

described Phase

Operations Operations

Plan Plan

until

Lessee

permitted

begin

mining operations

such

under

Notwithstanding anything
possession of only
the to

in

this

Lease

to

the

contrary

Lessee

shall

have exclusive
as

Plant time
in

Area and the Active

the the

Mining
pursuant

and Reclamation
to

Area

such

area

changes

from time

during only

Lease

Term

the

Operations the Plant

Plan

Lessee

may
shall

stockpile not

Materials

designated or

stockpiling

area of
shall

Area and Lessee

all

stockpile
set forth

Precious
in

Metals

Timber
Plan

Lessee Permits

comply
throughout tenants

with
the

limits

on

stockpiling

the

Operations

and

Lease

Term
may
and

University and Universitys

use the Property

employees

agents contractors
other than
the

licensees

and invitees Mining

and the Improvements

for

Plant
for

Area

and the Active

Reclamation and

Arca

any purpose whatsoever conditions provided

including

agricultural the

and research purposes

remediation
to

of

environmental

collectively Universitys within the

notice

or

consent

from Lessee

the

Universitys Use shall not

or the

Use

without

materially and

adversely

affect

Lessees

then-current

operations

Plant

Active

Mining
affect to

and
the the

Reclamation
Operations

Area ii
Plan
or

include
violate

mining of the Materials

the Permits portion
to the

iii materially and adversely

that

iv

extent

the Permits

expressly
shall

apply

Universitys Use of the the Universitys Use

applicable

of the

Property and

Lessee

not interfere

with

On
defined
in

the date that Section within

all

restoration

and reclamation
the

activities

required the

by applicable Laws as
Plan

4.4
an

the

Permits Mining
to

ElS

this

Lease

and

Operations

have been

completed Area Lease

shall

Active

and Reclamation
part

Area

the Active
shall

Mining

and Reclamation
be subject area
to for this

automatically
that

cease

be

of the
to

Property be
liable

and

no longer
to

provided

Lessee

shall

continue

with

respect

such

any

13

obligations
earlier

under

this

Lease

that

by the

express

terms

of this

Lease

survive

the

expiration

or

termination

of this

Lease
and conditions
the of this Section

Section

43

Improvements and
operate

Subject

to

the

terms

Lessee
the

may

construct

install

on

the

Property

following

collectively

Improvements
sand
concrete
for

and

gravel

washing

crushing

and

processing

plants

ready

mix

production concrete
shall

plants

asphalt

production

plants

bagging
of

plants

production pipes

plants

pre-cast Lessee

products

excluding

manufacturing

concrete
for

and blocks

which

not

manufacture and recyclable

buildings

on the Property
asphalt black

plants

crushing

and processing
areas

of recyclable

concrete

dirt

processing and

stockpiling
site
all

and
as

such

other

equipment

truck

maintenance

facilities

improvements on approximately

may be necessary
200 acres
of land

and incidental the

not

thereto collectively

the

Plant
subject
in either

Plant

Area

which

Plant

Area

to

the

Plant the

Permits
City of the

may

or

may
and

be contiguous

ii may be
and iii

located

or

both

Rosemount
portion Plant

Empire

Township
in

shall

be

located

somewhere
as

within

of the

Property
Site

approved
Plan

writing by University location

or identified

the Potential determined

Area
with

on the

the exact
prior

of the Plant

Area
shall

shall

be

by

Lessee

Universitys
or

written

approval

which

not

be

unreasonably

withheld

conditioned

delayed and

roads
rights-of-way

pipelines

power

lines

telephone

lines

utilities

ponding

areas

landscaping
not exclusively

screening

buffering

fixtures

and

other
for

improvements
its

whether

or

used by Lessee under

this

and Lease

its

invitees

necessary

mining or

Plant operations

on the Property

If

any

such

pipelines

power

lines

telephone

lines into to

or other

utilities

will

be owned by agreement
or

Person with

other than University

Lessee
in

then

such Person must enter

substance includes other
satisfactory

separate University

utility

license to

form

and

prior

installation

construction buildings constructed

thereof fixtures
installed are

The

Plant

any

plants

and

any

stockpiling

areas
incidental

equipment
thereto

facilities

and

improvements
for

necessary

and

and/or

operated

by or
to

any sublessee Lease

as

or licensee

The

Property

and the

Improvements

collectively referred

in this

the

Premises

Lessee
fixtures

may

not

construct

or

install

any

buildings
the

structures

improvements
without

additions prior

or

alterations

on the Property
shall to

other

than

Improvements

Universitys or any

written

consent
or

Lessee

not

construct of the

or install

any of the Improvements

without
first

addition

alteration

improvement

any

Improvements
conditioned

obtaining

Universitys
with
specific

written

consent

which

consent

may

be and

on

Lessee

complying

construction standards screening

to

and and

installation

standards regarding

requirements including
preservation of

commercially reasonable and

utility

requirements

location

roads

corridors that
in

landscaping
the

buffering

aesthetics
are

noise dust and odor controls

consistent
shall

etc

provided

the

extent

proposed
the

Improvements

with

the

improvements

shown

the not

Operations unreasonably

Plan

proposed

Improvements
or delay

be

deemed approved
respect
to

University

will

withhold

condition

consent

with

the

Improvements

With

14

respect not

to less

each
than the

of the
sixty

Improvements

including
to

any addition
the

alteration

or improvement

thereto
to

60
that

days

prior

commencing
and

Improvements
for the

Lessee

shall

deliver

University
certificates

plans

specifications

and necessary
contractors

Permits

Improvements have
obtain

together

with

evidencing

Lessees
as

subcontractors Lessee
shall

adequate

insurance
prior

coverage
written

naming
approval

University

additional

insured

ii

Universitys
shall in

of any contractor materials

or subcontractor or with materials

iii the Improvements

that

be

constructed with the

to in

and

installed

with new
in

have been recycled and by

in

compliance
all

applicable plans

Laws
all

good

and workmanlike
to

manner
approved

compliance

with

Laws and
shall

and

specifications reasonable

delivered
costs

and

University
architectural

iv

Lessee

pay fees

University connection supervision

and expenses
review of

including

and engineering and

with

Universitys

Lessees and

plans

and

specifications

with

any

or inspection

of the construction Lessee shall

installation

University

deems necessary and

provide or with
earlier

upon

Universitys request
reasonable

prior to

commencing
against
liens

any of the Improvements

arising

University installation

security payment
the

bond

out

of such
to

construction
the

Each
prior

of

Improvements
shall

unless property

dedicated of Lessee

or

conveyed
until

public or

Universitys
termination

consent
at

be

the

the

expiration
to Section

of this Lease

which time such Improvements

shall

be subject

9.5

Notwithstanding anything consent

within the

in this

Lease

to

the contrary

without

Universitys

prior

written

no more
Plant

than
at

three

asphalt time than

plants during

may be
the

installed

constructed

and/or the

operated

Area and

any

given

Lease

Term

collectively

Permitted
be located

Asphalt on
either

Plants
the

no more
Property

two

of the

Permitted

Asphalt Plants

may

Rosemount

or the Empire

Township

Property

Section
shall
at
its

4.4

Compliance

with

Laws
with
all

Satisfaction federal
state

of

Mitigation
local

Obligations

Lessee rules or to or

expense

promptly comply
codes

and

governmental
to

laws

regulations

ordinances

and orders

now

or subsequently

pertaining

the

Premises

Lessees warranty
existing

use
to

or occupancy

thereof collectively

Laws
Laws

University accepts

makes no
the

representation subject
to

Lessee regarding

compliance
shall

with

Lessee
for

Property or future

any

noncompliance
as

and Lessee

be responsible
use
in

any present
of the

Improvements
as

legally required condition

shall

condition

of Lessees
as
all

and occupancy

Premises or imposed Lessee

in
all

of any

Permits except comply

with

stated

Sections
in

6.4a
the final

and EIS

6.4e
and

at

its

expense and any

satisfy

and
plan

requirements

Permits the
in

contingency

approved

by

the

Minnesota
is

Pollution
stringent in

Control the
final

Agency
EIS

Contingency
any Permit

Plan
vice

if

any

mitigation
shall

requirement
satisfy the

more

than

or

versa Lessee
Section

more stringent

requirement

4.5

Maintenance

Maintenance

Items means and

includes

the

following

Improvements The
Active

Mining

and Reclamation

Area

The

Plant

Area

15

The

following

segments

of the roads

and

streets

owned by
used by

University

Any
sublessees

portion within

of

Akron

Avenue
and/or

Lessee

or

its

and located

Rosemount

Empire Township used

ii
sublessees

Any

portion within

of

Station

Trail

by

Lessee

or

its

and located

Rosemount

and/or

Empire Township

iii Avenue boundary

within

Any

portion

of 170th

Street

heading east from the Biscayne frontage

its

intersection of

excluding Park
used

the

notch
or

to

the

eastern

UMore

by Lessee any

sublessees of 170th

and located
Street that

Empire

Township

including

portion
for

University

maintains

for Empire

Township

consistency

of road

base
or
its

iv
sublessees

Any

existing within

gravel

field roads
and/or

used

by Lessee

and located

Rosemount

Empire

Township
in

University

Improvements Areas and

as

defined Plant

in

Section

4.16

the

Active

Mining

and Reclamation

in the

Area
in

Other University Lessee

to

Improvements

that

University

writing

has

allowed

use

Lessee
replace the

at

its

expense

shall

maintain each

repair

and

to

the

extent

necessary

or appropriate
shall

Maintenance
Items
in

Items and

and
safe

and

every

component
In

thereof

and

keep

the

Maintenance
date required
to

good

condition

and repair
after the

addition

within

the

earlier

of the

by the Permits
10 ton design

or twelve standard

12

months

Commencement

upgrade

that

portion

of Akron including
If

Avenue

from County

Date Lessee shall Road 46 to the

required

primary gravel
for

mining access

on Akron
at

Avenue

intersection

improvements becomes and

the primary gravel

mining access
be
to

Akron Avenue
Government
if

Akron Avenue
Imposition

public

road be

such

upgrade

shall

deemed
Akron

to

be

Road

Lessee

shall

responsible

for repairs

Avenue

and

as

required

by Section

4.17

On
Permits Mining
longer

the

date that
this

all

restoration

and reclamation
Operations area has

activities

required

by applicablc
within Property

Laws
an

thc

the

EIS
to

Lease

and the

Plan

have been
to

completed
of the

Active
is

and Reclamation
subject
this

Area and such

Lessee
shall

ceased
further

be

part

and

no

Lease
of the

have

no

responsibility

for the

maintenance

repair or

replacement

Maintenance

Items

including

landscaping
the

stormwater

ponds

screening

berms
that

buffering
shall

and University
continue Lessee
to

Improvements
for

within

reclaimed repairing
after

area provided and replacing

the

however
any

Lessee

be responsible
or
its

maintaining
to

Maintenance

Items

that
is

sublessees addition then

if

continue

use

date

such
to

restoration public
for

and reclamation
authority

complete
public

In

Maintenance
shall

Item

is

dedicated

road

and becomes

road

Lessee

have no further responsibility Item provided

the

maintenance
shall

repair or replacement
to to

of such

Maintenance
of such

however

that

Lessee
after

continue

be responsible
the extent
that

for the cost the Permits

maintenance

repair and replacement such responsibility

such dedication

or applicable

Laws impose

16

on Lessee any portion

or University

in

connection

with

Lessees

or any

of Lessees

Agents

operations

on

of the Premises

All

repairs
to

and

replacements than those

by

Lessee used

shall in

use

materials

and equipment

which

are

comparable Items
shall

or better

originally

constructing

or installing
at

the Maintenance

Without
provide

limiting the
all

foregoing Lessee and appropriate

such

shall

not

commit waste and

routine

Lessees expense
to as

necessary

regularly scheduled repair

in

maintenance
replacement

the
is

Maintenance
necessary
to

Items
bring the

perform

maintenance
Items
all

restoration with

and
all

and keep the Maintenance Items

including

compliance

Laws and Permits

roadways
entrances

and

keep

Maintenance

equipment

driveways

and parking
debris

areas in good clean and orderly condition and substantially free of obstructions snow and ice provided however Lessee has no obligation to remove snow and ice on
that

roadways

are not being

used during

the winter

Lessee
replacements

shall

provide

all

necessary

and

regularly
to

scheduled

maintenance
with

to

and

of Lessees

mining and reclamation

equipment

comply

Laws and

to

prevent
to

the equipment from emanating excessive the

or objectionable

noise odors

dust or fumes contrary

Laws

or Permits

to

areas outside

of the Active

Mining

and Reclamation

Area

Section

4.6

Utilities

Lessee

shall

obtain

and pay

for

water

sewer gas
utilities

electricity to

heat power

telephone and/or
shall

and other communication

in

services

and any other Lessees and

supplied

the
the

Improvements Property
directly to

connection such

with service
shall affect

Lessees
in
its

and

Agents
shall for

operations

on

Lessee

obtain

own

name

timely

pay

all

charges
in

the provider
shall

University

not be responsible the

to

or liable

any interruption Lease

such

such

services
shall

nor

such interruption
right to

continuation

or validity

of this

University services
to

have the exclusive Property

in

select and

change
into

the companies separate

providing license

the

All

utility

companies

must enter
to

utility to

agreements

with

University of

form and substance

lines

satisfactory

University

prior

installation

or construction determine
utility lines

any

utility

or

facilities

Prior to of

beginning

each

Phase and

Lessee
all

shall

and and

inform University
facilities shall

of the the

location of the
at

new proposed

utility

lines

existing
at

within

portion
utilities in

Property

covered by the Phase and

pursuant
for to

Universitys

request
that

re-route

such

Lessees

expense

plans

and specifications
the

have Plan

been

pre-approved
shall

writing wells

by University
the

Except
without wells

wells

shown on

Operations

Lessee
obtains

not

drill

on

Property

Universitys

prior written

consent
shall

if

Lessee
the

such

consent

and

drills

one or more
to

on the
it

Property was
in

Lessee

remove
such

wells
before the

and restore the impacted Property

the expiration unless or earlier University sentence

the

condition

prior to
to

drilling

wells
of

termination consents
shall

of this
to

Lease with
leaving

respect
the

the

affected the

portion

Property

Lessee

well

on

Property

The

immediately preceding

survive

the expiration

or earlier termination

of this Lease

Section place

4.7

Signs
the

Except

for

signs the

shown on
prior

the

Operations consent of

Plan

Lessee

shall

not

any

signs

on

Property the prior

without written

written

University

provided
signs on Safety

however

Lessee
that

without

consent

of University including

may

place

temporary
of the

the Property Health

are required

Administration

MSHA

by Permits

and

Laws

the regulations

Mine

17

Section

4.8

Zoning
Lessees
that

Lessee acknowledges
to

that

University
to the their

is

working

with

the

City of

Rosemount
that

and Empire
permit

Township

adopt

amendments on

respective

zoning

ordinances

would
to

contemplated

operations
will

Property but
Lessee such

University
at

makes

no

warranty cooperate

Lessee

such

amendments
efforts

be adopted
related to

shall

Lessees

cost

with

Universitys execute

and

requests

amendments
required
in

and

upon

Universitys with

request

or join in 4.8
is

applications
to

and other documents

limit in

connection

such efforts 4.9

This

Section

not intended

any way Lessees

obligations

under

Section

Section federal consents

state

4.9

Licenses
local

and

Permits

Lessee

shall

at

Lessees

expense

obtain permits
the

all

and

licenses

approvals
for
its

development and
to

agreements Agents
the

certificates

and

necessary

and

appropriate
all

Lessees
the
air

operations

on

Property
for

collectively the

together

with

orders

pursuant

same

Permitsincluding
and
quality impacts surface

Permits water

Plant

mining

reclamation

energy

usage

emissions

and

groundwater
installation in this

monitoring

and impacts

including

NPDES
for

wetland

and

construction

and use of the Improvements At

least ten

and University
applying

shall

have no responsibility whatsoever copy Without

for

regard

10

days
to

before

any Permit Lessee must provide

review notice

of the relevant

Permit

application Lessee

University

for Universitys with such

and comment
before applying consult

limiting the foregoing building obtain permit advisory chair

to

must provide
building

University

any and

construct

on the Property
of

so that
the

University Senate

may

with

recommendations
of the

from the chair House

of

Minnesota

Finance

Committee

and

the

Minnesota
Statutes

Representatives subdivision

required
to
all

by Minnesota
all

section

137.02

Ways and Means Committee as 3a Lessee shall use its best efforts
shall

obtain Plant

Permits
for

prior to the

December 31 2012
Property ordinances

Lessee
sixty

apply days

for

all

Permits the date

including
the

Permits
has
the

Rosemount
its

within
to

60
for

after

City

of

Rosemount
mining on Permits Township

amended

zoning

permit

or conditionally
all

permit

sand and gravel

all

Rosemount
Empire
its

Property Township
zoning

Lessee
Property

shall

apply

Permits days

including
the date

Plant

for

the

within
to if

sixty

60

after

Empire

has

amended

ordinances Property

permit

or conditionally

permit

sand

and gravel
already

mining on the Empire

permit
shall

Township
permit Permits

or

Empire

Townships zoning
the

ordinances

or conditionally apply
for

sand

and gravel one

mining on
fifty

Empire Township
days
after

Property Lessee
the Effective

such

within

hundred

150
shall to

Date

however
agree
five in

that

Lessee such

and University 150-day period

experiences

may
for

but

have no obligations
extension material
the the

to mutually
of
forty-

writing days
to

to

extend
if

up

two

periods not

45

each
in

Lessee

unexpected
in

and

delays

caused

or

contributed
to

any material

respect

by Lessee

amending mining on

Rosemount zoning
Rosemount
to

ordinances

permit

or conditionally applied
for

permit

sand and gravel Lessee

at shall

Property
the
shall

Once

Lessee
Permit with

has
as

any

Permit

work

with

diligence cost
to

obtain

applicable cooperate

soon
in

as
its

possible
efforts to

University obtain

no out-of-pocket

University

Lessee

the Permits

Lessee

shall

perform sampling
after

and

file

all

reports

or documents provide

required

by Laws or
Permit
to

Permits
University

Promptly Copies

obtaining

each

Permit

Lessee

shall

copy
related
all

of the
to

of

all

Permits reports on
the

studies and other documents

shall

Lessees and
times

Lessees Agents
during the Lease

operations

Premises

be available

at

the

Plant at
shall

reasonable begin

Term

for

review

and copying

by University

Lessee

not

mining or

18

other operations

on the Property and

prior

to

obtaining such

all

Permits
in full

necessary force or

and appropriate
effect

for

the the the

contemplated Lease

operations If
is

shall

keep
with
to

Permits

and

throughout operating

Term

in

connection
to

obtaining

any

Permits

otherwise

on

Property Lessee
to

required

provide

any governmental
in

authority

any bonds
the Plant

or other security

cover

the Restoration authority with

Obligations

as

defined
shall

Section

9.5

within
to that

Area then
of such the
rights to

if

the

governmental
or other

consents
rights in

Lessee such
If

cause

University security

be
are

co-obligee equal
to

bonds
of the

security

bonds

or other

applicable being

governmental
of

authority

the governmental other

all

authority
if

does

not consent

University does not then the

co-obligee

such

bonds
that

or

security

or

the

governmental
within

authority the Plant with

require bonds

or other security maintain

cover
security

Restoration
for

Obligations of

Area
to

Lessee

shall

additional within
the

the

benefit

University

respect

Restoration

Obligations

Plant Area as follows

With any

respect

to

Improvements

to in

be constructed 10.21

or installed during the

first

by or
five

for

Lessee

or

Affiliated Sublessee the Initial

shall

as

defined

Section

first

Lease
the
sixth

Years

collectively

Plant

Improvements
to

on the bond
or
to

day

of

6th
to

Lease

Year

Lessee

provide
in

University

other

security
in

payable an

University equal respect

to

and otherwise
ten percent
Initial

form and substance

of the cost of

acceptable the

University

amount
with

10%
Plant Plant

performing
as

Restoration estimated

Obligations

to

the

Improvements

reasonably

by

University
first

the
of

Estimated
each bond
of the

Initial

Improvement
Lease
additional so
that

Removal
Lessee

Costs
shall

and ii on the
the

day
of

nine

following

Years
ten

increase of the

amount

such Plant

or other

security

by an Costs

percent
first

10%

Estimated
5th1

Initial

Improvement
such Plant time

Removal

on the

day

of the

fifteenth

Lease

Year
Initial to

bond

or other

security

covers

one hundred
If

percent

100%

of

the

Estimated

Improvement
after

Removal

Costs Lease

University
that

reasonably Estimated

determines
Initial

from time

the Costs other

sixth

6th

Year

the
shall

Plant the

Improvement
of such such the

Removal
bond
or

have

increased
to the

then the

Lessee

promptly

increase
if

amount

security prior
to

increased 5th

amount Lease

or
Year

University

makes
increase

determination

fifteenth

proportionately of
shall the

amount

of

the

bond

or other

security Costs

based

on the percentage
to

the

Estimated
to

Initial

Plant Improvement the

Removal
security

secured

date

Lessee
until

continue

maintain

bond

or

other Plant

required

by
fully

this

paragraph

Restoration
shall

Obligations survive
the

within

the

Area have

been

performed

This

paragraph

expiration

or earlier

termination

of this Lease

With
sublessee
Affiliated

respect licensee

to

any
other

Improvements
than
first

to

be constructed
Sublessee or

or installed

by or

for

any any
an

or

an

Affiliated

by

or

for Lessee

or

Sublessee

after

the

five

Lease

Years each
the date

such

Improvement
of the

being

Additional
Additional provide

Plant
Plant
shall

Improvement

prior to

construction
site to

applicable
shall

Improvement
cause the

commences including
sublessee University equal
to

any

preparation provide
in to

Lessee

or
or

applicable
to

or

licensee

University substance

bond

other
to

security

payable
in to

and

otherwise

form

and

acceptable Obligations estimated

University respect

an the

amount

the cost Plant

of performing the Restoration

with

applicable

Additional

Improvement

as

reasonably

by

University

the

Estimated

Additional

Plant

Improvement

Removal

19

Costs
the

multiplied equal
to

by
the
lesser

fraction

having

numerator

equal

to

one
initial

and term of
Plant

denominator

of ten

10
or

and the number

in

of years in the

applicable

sublease
this

or

license

the

case

of of

Lessees
such

Additional

Improvements Lessee
the
fraction ten shall

Lease
the

and ii on each
of such

anniversary

commencement
by an amount
multiplied
to

date
to

increase

amount

bond

or other security

equal

Estimated having

Additional

Plant equal
in

Improvement
to

Removal

Costs

by
lesser

numerator

one

and

denominator

equal

the

of

10
in

and the number

case

of years

the initial term of the Plant Improvements

applicable
this

sublease so

or license that

or
case

the

of Lessees

Additional
initial

Lease
and

on the
in

earlier

of the

last

day

of the

term of the applicable sublease Improvements

of construction covers
this

or license the

or

the

of

Lessees
of the such

Additional

Plant

Lease

tenth

10th
Plant of the

anniversary

commencement
bond
or other

date

of the applicable

Additional

Tmprovement
applicable reasonably

security Plant

one

hundred percent Removal Costs

100%
If

Estimated
determines

Additional

Improvement
time
that

University Plant

from
Costs

time

to

the

Estimated
shall

Additional

Improvement
cause

Removal

have

increased
to

then

Lessee
the

promptly

increase

or

the applicable
to

sublessee

or licensee

increase

amount

of such bond

or other the the

security date
that

the increased

amount

or

if

University

makes such funded

determination

prior to increase

such

bond

or other

security

has

been

fully

proportionately of the Estimated

shall the

amount
Plant

of the bond

or other security based

on the percentage
to

Additional
to

Improvement
the

Removal

Costs

secured or

date
to

Lessee

continue or
to

maintain security

or

cause

applicable paragraph

sublessee
until the

licensee

maintain

bond
respect

other

required

by

this

Restoration

Obligations

with This

the applicable
shall

Additional

Plant

Improvement

have been fully performed

of this

paragraph

survive

the expiration

or earlier

termination

Lease

Section Section 4.2

4.10

Reclamation
shall

Without

in

any

way

limiting Lessees
the

obligations

under

or 9.5 Lessee the Premises

to

do the following
required

collectively

Reclamation
Permits
in

Obligations
perform the
Plan of

restore restoration

the condition obligations

by Laws and
restoration
as

the

and

and reclamation
in

including

shown
the

the Operations

any topsoil
current notice of the portion

the

Operations

Plan EIS

and Permits

on or before
Lessee

dates set give

forth in the then written

Operations
at least

Plan

EIS

and Permits
prior to

respectively the

shall

University
in

fourteen

14
to

days

beginning
at

Reclamation
to

Obligations enter onto

any portion
applicable

Property

and

shall

allow
test

University

Universitys option
for

the

of the Property

and inspect

the Property

environmental

contamination

This

Section

4.10

shall

survive

the

expiration

or earlier

termination

of this Lease

Section

4.11

Inspection

of Property or
its

and Lessees

Operations

Upon
on

at

least

twenty-four ot the

24

hours
for

prior the

notice
purposes

University of

representatives

may

enter

any
of

portion

Premises sublessees University

inspecting

the

Premises
of the

and the
Active

operations

Lessee

and any

and licensees and

its

During

any inspection
will

Mining
to

and Reclamation accompany

at

Area

representatives
if

allow

Lessees

representative of Lessee with

to

University time of such

and

its

representatives

Lessee

makes
its

representative
will

available
the

the

inspection University

and University
shall

and

representatives
to

comply
notice

regulations
if

of the

MSHA
or
its

not

be

obligated

provide

prior

Lessee

University

20

representatives

need

to

enter

the

Premises

in

the

ease
shall

of

an

emergency
to

or

to

investigate designated

or

respond
University Section

to

an

environmental matter
of
to
all

and

Lessee

provide
for

person

by
this

copies intended

keys

and access

cards

necessary

such

purposes

Nothing

in

is

limit

Universitys

rights

under Section

4.2

Section

4.12

Production of account

Records and records

Lessee
regarding

shall
its

keep

and

maintain

accurate

and

comprehensive
including

books

operations

conducted
of each type

on the Premises
of Materials

books

and records

showing

the following

the

quantities

and

of Precious of Materials Lessee or

Metals and Timber and Imported any sublessee

reports

mined or removed
used

from the Property the quantities

for

of each type whether and by

all

Products
all

on the Property

production during taxing taxes

for

in

the Plant

payments
to

made

to

University permitting
to

the

Lease

Term
and

payments
authorities
shall

made and
excluding

submitted

applicable
relating after

and other governmental

Said

payments
for at least

and reports
seven

income
period

books
they

records
in

be maintained
with

years accounting

the

which

are relevant collectively

accordance

generally

accepted

principles

and auditing

standards

GAAP and

shall

be made area
at
all

available at the Plant

for

or
and

at

Lessees primary business by University

for

office in the
its

Minneapolis/St

Paul

inspection

audit

copying

or

agents

at

Universitys expense must be maintained

Lessee has underpaid

reasonable

times during anything Royalty

for to

the period the

which such books

if

and records
reveals
that

Notwithstanding

contrary

any

such

audit
shall

any Production
to

any Lease on

Year then Lessee

such
for

immediately
of twelve

pay

the

underpaid

amount

University
the
last

plus

interest

amount

at

the

rate

percent

12%
to

per annum from the date the

day

of the Lease

Year
is

which such
than two

underpayment

was
in

made

through

paid

If

any such

underpayment Lessee
shall

more

percent

2% then

addition

paying

underpaid

amount

reimburse
shall

University survive
the

for the cost expiration

of such

audit immediately upon termination of this Lease

Universitys

request

This

Section

or earlier

Section
shall in

4.13

Weighing
State

of Materials
scale

Use

of

Scales

Scale

Adjustments

All Materials or used

be weighed
Plant
in for the

on

certified

prior to of
for

being

transported
shall

off of the Property

the

production
as in

The

weight

the

Materials

be

computed

using
shall

methods

accepted serviced
shall

industry

best practices
accordance
all

such measurements

All scales

be installed
of

and calibrated
to

with

manufacturers
shall

recommendations
maintained
scales as

copies

which on and
to

be provided
basis

University and
limiting
the

scales

be cleaned
of
as

and calibrated be checked

to

regular

Without

foregoing
request

accuracy
at least

the

shall

adjustments State certified

made upon
under
all

Universitys

and

often

required

continue

be

Laws

Records
in the

of the accuracy

check and
for

and adjustments
the

shall as

be preserved

and made available

records

to

University

same

manner

same

periods

the production

under Section

4.12

Section

4.14

Liens

No
claims

Liens

Lessee

shall

keep the Premises

with

free

and clear of liens

charges

and demands
this

arising from or in connection

shall

Lessees

and Lessees on the

Agents

operations

under

Lease

and

promptly pay
used

for

all

labor

performed
the

Property
If

and
for

for

all

supplies

materials

and

equipment

or

placed

on

Property

any
to

lien

labor
is

performed

or supplies

materials

or equipment

used or placed

on or supplied

the

Premises

21

filed

against

all

or any portion

of the Premises than

liens

or Universitys or Lessees solely as within

result ten

interest

therein or any acts then

public

improvement
shall

bond

other
to

arising

of

Universitys
after

Lessee
filing

cause
at

the
its

same

be discharged
shall

of record the
in lieu

10

days

notice
all

of such
suits for

Lessee

sole expense
lien
all

defend

Premises and University

of such lien and Lessee or
liability

against

the enforcement University

lien

of any such

or any bond cost

hereby indemnifies such

against

any

and

loss

damage expense
notice
to to

resulting from any

or suit

Should Lessee on ten

fail to

so discharge written

any such lien University Lessee

may do

so by

payment
interest

bond

or otherwise

10
at

days
the

and the amount upon

paid

or incurred with

therefor

by University
date
to the

shall

be reimbursed

University of

by Lessee

demand
to

from the limited

of
rate

demand
of twelve

maximum

rate

interest

lawfully

permitted

be collected

percent

per

annum
shall

Right

to

Contest
filed

Lessee the

have
or of

the

right part

to

contest or

any any

such
public

mechanics improvement
prosecutes of the

or

other
if

lien

claim

against

Premises
in

any
its

thereof
to

bond

Lessee

notifies at
all

University

writing

intention

do so

diligently sale

any such

contest

times effectually

stays or prevents

any

official

or judicial

Premises

under execution
adjudicating

or otherwise or bond or enforcing such

payment and pays

contested

or otherwise or other

satisfies lien

any

final

judgment

mechanics
of

and

thereafter

promptly procures
with
fees

and records

satisfaction to

and release

same

provided

Lessee has

deposited attorneys

University

sum
accrue

sufficient

cover

the lien

so contested

plus interest costs and

which

will

during

the

period

of such contest

No
consent or request of of labor
to

Consent
to

Nothing

in

this

Lease

shall

be deemed
or material or

to

constitute
for for

the

University or the

any contractor
of
is

subcontractor supplies

supplier

the

performance
specific

any

furnishing Notice

any

materials
that

equipment
has

any no

improvement and
shall

the

Premises

hereby given

University with

assumed

obligation materials

not

be

liable

or responsible furnished or
to

for

or in connection or to

any labor or supplies whether on credit or

supplies materials
estate

or equipment

hereafter

Lessee
lien for

any other party

such labor or

otherwise equipment
University

and
shall

that

no

mechanics
to

other

any

or

attach

or

affect right

the to

Premises post

or

Universitys on
This

interest

and

therein of the

shall

have

the

and

maintain

the

Premises
4.14
shall

notices
survive

nonresponsibility expiration

under the laws

termination

of the State

of Minnesota

Section

or earlier

of this Lease

Section
shall

4.15

Timber

Planting

of Trees
at its

All Timber

as

defined

below

on the Property Lessee

to

belong

to

University

University

option
shall

may
chip

sell

the

Timber

or require

dispose branches

of the

Timber

at

Lessees

cost

Lessee any
not
trees to

or remove

from the Property

that are

the

and limbs of any

that

Timber
decides

removed Lessee

by Lessee
shall

not

Timber and
limbs
Lessee

any Timber
trees
is

University
the

sell

not

burn

any branches
that

or Timber
to

on

Property
to

The
the

location

and timing
or permits

of the planting of
the

of any trees

required

plant be has

pursuant subject
to

ordinances

City
the

of Rosemount
trees

or Empire

Township
that

shall

Permits
as

and

Laws
prior to

Timber means
the date
that

within

the Plant Area construction

University the Plant

marked

Timber

Lessee

commences

within

Area

22

Section includes
the

4.16

University

Improvements

University

Improvements

means

and

following

All streets
streets

and roads owned by University

dedicated
to

on

the

Property excluding

any

or roads

the public

Other improvements
or

inside or outside

the

Property constructed

installed

owned by
wear

University

Except
gravel trucks

for

normal
other

and

tear

which
if

does

not or

include

deterioration
its

attributable

to

or

heavy

equipment
shall

Lessee
the

one
in

of

sublessees

damages
If

any

University

Improvements
is

Lessee
to

repair

damage

timely

manner

University

Improvement have no
that further

dedicated

public
for

road authority of such

for

and becomes
University

public road

then

Lessee

shall

responsibility continue
to

the repair

Improvement

provided
such

however
to

Lessee
that

shall the

be responsible

the cost of such repair after such

dedication

the
in

extent

Permits

or applicable

Laws impose

responsibility on Lessee

or University of the Premises

connection

with

Lessees or any of Lessees Agents operations

the following

on any portion

Lessee

may

use

University

Improvements

The

following

roads

and

streets

owned by Akron

University

Any
sublessees

portion within

of

Avenue
and/or

used

by

Lessee

or

its

and located

Rosemount

Empire Township used Lessee

ii
sublessees

Any

portion within

of

Station

Trail

by

or

its

and located

Rosemount
170th

and/or

Empire Township from the Biscayne

to

iii

Any UMore

portion

of

Street heading

east

Avenue
boundary
within

intersection

excluding
Park

the

notch
or

frontage
its

the

eastern located

of

used

by Lessee

sublessees

and

Empire Township and

iv
sublessees

Any

existing within

grave

field

roads

used

by Lessee

or

its

and located

Rosemount

and/or

Empire Township

Any

other University

Improvements

which University

in

writing

has

allowed

Lessee

to

use

Section the costs of

all

4.17

Public

Roadway

Improvements
to

Lessee
streets

shall

be

responsible

for

and pay
or in the

improvements

and upgrades paving

to

public

roads

and highways
through points

within

vicinity traffic

of the Property signals

including

construction
intersections

of additional

lanes or turn lanes required or any

and

improvements
in

and

access with

by

any

governmental

authority

the

Permits

or

Laws
the

in

connection

Lessees

of Lessees

Agents
items

operations

on the Premises and/or

the Premises
shall

transportation

of Materials

equipment

and other Such

to from or within

collectively
as

Government Road
by
the

Impositions
and

improvements

and upgrades

be made

and when required

Permits

Laws

23

Lessee prior to

shall

pay for or

at

its

own expense
levying

construct

such Government
against

Road

Impositions
for

the governmental

authorities

any special assessments

the Property

the

Government

Road Impositions

Other
authorities

than

requests

for

repairs

University

shall for

not

request

that

the

governmental

require Government

Road

Impositions

except

the following

Intersection Intersection

improvements improvements

at at

County Road 42 and Biscayne Avenue any

direct

accesses

to

the

gravel

mining area from

Country Road
Intersection Intersection

46
at at

improvements improvements
to

County Road 42 and Auburn County Road 46 and Arkron

standard
that

Avenue Avenue
Biscayne

Upgrading

10

ton

design

portion

of

Avenue

from

County Road
for If

42

to

Boulder

Trail
at

including

intersection

improvements

required

the gravel

mining access
extent 10 the ton
that

Biscayne Avenue
portion of
that

and Boulder Trail

Street

and

to

the
to to

any

170th portion

becomes
Street

public

road

upgrading

design

standard gravel

of

170th

from Biscayne
including

Avenue
intersection

secondary

mining
for

access

on

170th gravel

Street

improvements

required

the

secondary

mining access

on

170th

Street lighting
at
all

Intersection

intersections

as

required

by Dakota

County
the be

University

may
but
be

request
as

from governmental provided

in

authorities

other public other public

improvements improvements

benefiting
shall

Property

except

Section

4.5

such

not

deemed

to

Government

Road

Impositions

Section

4.18

Community
inquiries

Relations or other

Transportation feedback
relating

If to

University

receives or

comments Agents

complaints
operations

suggestions

Lessees

Lessees

on the Premises
the

including

the transportation
residents direct

of Materials

equipment
of the

and other items

in

to from and within

vicinity of
shall

Premises

from

or the

other

members
to

communities

the

the

Premises

University

may

same

person

designated with

by Lessee
prior written

Lessee
notice

not change

such contact

information Lessee
in

without
shall

providing

University
to

of the
faith

new

contact
to

information
the
in

give
is

due regard
reasonably
to

such

feedback
to

and use

good

efforts

address nothing reduce or

same

manner

that

satisfactory
its

University Plan than

in

provided
material

however
respect
to

this

Section of
to

requires Lessee
to

change

Operations

any

hours or

operation

meet

standards
its

more
under
to

demanding
this

those

imposed
limiting other
in

by Laws
the

Permits

materially restrict

rights

Lease
that

Without
trucks

foregoing Lessee
transporting with

shall

use

commercially reasonable and other items

operations with
in

efforts

ensure

and

vehicles

Materials

equipment Agents

to from or within
are

the Premises
in

connection

Lessees

or Lessees

thereon

operated

compliance
traffic

with

applicable

Laws
in

including
that

compliance
not result of
the

posted

speed

limits

and

other

ordinances and
is

and

manner
safe

does

spillage

on public streets roads or highways

of residents

otherwise

and

respectful

interests

and

other

members

of

sulTounding

communities

24

Section the Active

4.19

Site

Security

Lessee Areas

shall

monitor and secure the Plant

Plant

Area and
to

Mining and

and Reclamation

and use commercially reasonable Promptly

after

efforts

prevent of

trespassing trespassing

illegal

dumping on the same dumping on

the the of

becoming Mining

aware

of an

incident

or illegal inform

Plant Area or the incident

Active
as

and Reclamation by any Laws

the Active or

Areas
Permits and

Lessee Lessee

shall
is

University
to

Except open

required areas or

not

required

fence

any

ponds

water

Mining

Reclamation

Areas

Section cost-effectively

4.20

Sustainability

Lessee

shall effect

use of

its

commercially
dioxide through

reasonable
as

efforts result as

to

minimize the

amount

and

carbon

produced measures carbon

than

of of
tree

Lessees renewable planting and use

this

and Lessees energy

Agents

operations

on the Premises
recycled

such

use

sources

renewable

fuels

materials rather

offsets

e.g

on-Premises

recycling

programs
as

on-grid
to

electricity feasible

portable

generators Nothing
to in

of such

other measures requires

to

may

prove
its

be

during
in

the Lease material

Term
respect

paragraph

Lessee

to

change

Operations

Plan than

any

reduce

hours or to

of operation

meet standards
its

more demanding
this

those

imposed by Laws

or Permits

materially restrict

rights

under

Lease

ARTICLE REPRESENTATIONS
Section warrants of the
that 5.1

AND WARRANTIES QUIET ENJOYMENT

and Warranties
existing University represents

Universitys Representations
is

and

University of Minnesota
this

duly formed
is

validly

and
in

in

good standing

under the laws and

the of

State

and
is

qualified to authorized

do business
to

the

State

of Minnesota
this

person

signing

Lease

duly

execute

and

deliver

Lease

on behalf

University

Section
that

5.2
is

Lessees

Representations validly existing

and Warranties and

in

Lessee represents under and

the

and warrants
of the State

Lessee

duly
is

formed

good standing
of Minnesota

laws

of Minnesota
this

and

qualified to
to

do business
execute

in the

State this

the

person

signing

Lease

is

duly authorized

and deliver

Lease on behalf

of Lessee

Section

5.3 with

Ouiet
all

Enjoyment
its

So

long

as

this

Lease

is

in

full

force
this

and

effect

and

Lessee
shall

complies

of

covenants occupy
without

agreements and obligations and enjoy

disturbance
to the

under

Lease

Lessee
the

lawfully during

and quietly
the

hold

Property

and the

Materials Person
to
all

within

Property

Lease

Term

by University
terms of of
this

or by any

claiming

through

or under

University

subject

however
and other

the

Lease
or

and
in for

easements
the

covenants Premises

conditions Lessee

restrictions that

matters

public the

record

use urban
its

affecting

acknowledges
industrial

University Lessee

may develop
the
to

Property Phases

residential

commercial
reclamation similar uses University

and

uses
that

as

completes intends

various

of

mining
property the

and
for

operations during the

and

University

develop
anything

certain in this

adjacent

Lease

Term
roads

Notwithstanding

Lease

to

contrary

may
for

relocate

streets

and

utilities

on

the

Property and

and may grant and reserve on

the

easements
connection

and

construct

and

install

new

streets

roads of the

utilities

Property

in

with that
if

Universitys
such relocation

potential

development

Property

and

adjacent

property

provided

grant reservation

construction

or installation

would materially

25

and adversely
the

affect

Lessees then-current
that

mining and reclamation

Property
shall at

operations
later

on the Property
University

or

amount

of Material

can be mined from the consent which Lessee

date

shall

obtain

Lessees

prior written

not

unreasonably

withhold

condition

or delay

ARTICLE INDEMNIFICATION
Section
6.1

VI LIABILITIES Laws

ENVIRONMENTAL
Subject

Universitys
Section

Indemnification University agents

shall

to

applicable

including Lessee claims

Minnesota and
its

Statutes

3.736

defend

indemnify and hold harmless any and

all

members
costs
fees

managers
losses

officers

and employees from and against judgments

third

demands
attorneys directly

penalties fees

expenses
to

and

liability

including

reasonable solely and effect

and expert
to

by or

any

party

collectively

Liabilities
Lease
is

attributable

Universitys operations

on

the

Property

while

this

in

Section

6.2

Lessees and the

agents

Indemnification

Lessee respective

shall

defend
directors

indemnify officers
arising

and

hold

harmless governors any

University

LLC

and

their

regents
all

members
from or
use of
in

managers
related to

and employees
with
shall

from and against and

its

Liabilities

way
and

or connected

Lessees
further

sublessees

and licensees
University

or

operations

on the Premises
their

and

indemnify and

hold harmless governors

and the and

LLC
of

respective

regents
all

directors

officers
arising

members
from any

managers

agents

employees Lessees

against

and from

Liabilities this

from any breach or default in the

act

performance
of Lessee
its

obligations

under

Lease

or arising

or negligence or
invitees the

officers

agents contractors

guests
shall

sublessees

licensees

employees

collectively
at

Lessees
expense

Agents
by counsel

Lessee

upon

notice
to

from University defend

same

Lessees

reasonably

satisfactory

University

Section

6.3

Disclaimer

of Warranties

Environmental

Conditions

and

Liabilities

University other condition of the

makes

no representation or warranty
has
as
it

as

to

the

environmental

or

Property

Lessee

independently

performed

all

environmental and consistent and other

inspections with

reviews

investigations practice

and
is

audits fully

deemed necessary
of and accepts the

appropriate

good

commercial
of
the

and

aware

environmental

condition

Property
to

including

all

utilities

and improvements and agrees

located
that

on or beneath the
is

Property
Property

Subject
to

Section
in
its

6.4 Lessee

acknowledges

University

leasing

the

Lessee
that
it

AS

IS

WHERE-IS
contained
as

WITH ALL FAULTS

of the environmental herein
as

condition
reports

Lessee on by

acknowledges Exhibit
University condition

has

received

and reviewed copies

described furnished or

attached
to

hereto
shall

Nothing be construed

nor
to

any
the

information environmental

Lessee

warranty

any

other

of the Property

Lessee
test test results results

shall
its

provide

to

University

electronic obtain

copies

of any
to

environmental Property All

and reports and reports

it

or

contractors
to

or consultants prior to

pertaining
to

the

shall

be sent

University
said

submission
to

any regulatory
regulatory

agency
but

University
shall

may comment
the right to

separately
alter

on

results

and reports
to

any

agency

not have

any

submission

from Lessee

any regulatory

agency

26

Lessee accessory

shall

conduct

all

of

its

operations of

hereunder
the Property
all

including affected

mining by
its

uses

reclamation
all its

rehabilitation

and

restoration in

operations and such operations

local

obligations
all

under the Permits

regulations

compliance

with

Laws

applicable
state

to

including

rules

and orders
over
in

promulgated
or
its

by any federal and

all

and

governmental

authority

having jurisdiction

Lessee

operations with
the

applicable

Environmental Lessee
shall

Laws
its

hereinafter sublessees with

defined
and licensees

and
to

compliance
all

Contingency and

Plan on

cause
in

conduct

of their operations

activities

the Property

compliance

all

Laws and

Permits

applicable thereto

In addition
shall

to and without
harmless

limiting the

provisions

of Section
their

6.2 Lessee regents

all

defend

indemnify and hold

University

and the

LLC

and

respective

directors
Liabilities

officers pursuant

members
to

governors

managers

agents and employees

from and against and Lessees

before

the

Environmental

Laws
such

resulting

from Lessees
are

Agents
the

operations expiration

hereunder or earlier

regardless termination

of whether of this

Liabilities to the

discovered such

or after
result to act

Lease

except

extent
to act

Liabilities

from under

Universitys actions
Sections

under Sections

6.4a

and 6.4e

or failure

when

required

6.4a
As
used

and

6.4e
this local

in

Lease
laws

Environmental whether

Laws
law
or

means any and

statutory or entered or

all all

present rules

and future
regulations

federal

state

and

common

and

orders
federal

decrees
state or

judgments
local

and

injunctions entity

promulgated
relating to

under

such
health

laws

by

any

governmental

public

employee

and safety
liability

pollution
in

or protection

of the environment

including
liability

common
or

law claims
other

and theories of law

negligence

trespass

nuisance

strict

any

common
Liability

theory

the

Comprehensive Conservation
Control Pollution Liability

Environmental and Recovery

Response
the Federal

Compensation
Safe Drinking

and Water

Act
Federal

Resource
Pollution the Oil

Act

Act

the

Water

Act
the the

the Emergency

Planning Control

and Right-to-Know

Act

the Clean Air

Act

Act Act

Toxic

Substances

Act

the

Minnesota
the

Environmental

Response

and

Minnesota

Wetland and
of

Conservation

Act
and

Minnesota ordinances
or of

Environmental
rules

Rights

Act and any

orders

other federal
to

state

local

laws

statutes codes

regulations
to

and

relating

reclamation

land

wetlands or

waterways
releases

relating

use
or

storage
into

eniissioiis

discharges or

cleanup

releases

threatened

pollutants surface

on

the

workplace water
land

environment
or

including

ambient
or

air waterways
relating

wetlands
to

water

ground

surface

subsurface storage

strata

otherwise

the

manufacture
of Hazardous

processing Material time and

distribution
as
all

use

treatment

disposal

transportation

or handling

of

the

foregoing

may be amended

supplemented any
substance

and reauthorized
defined
as

from time hazardous

to

ii Hazardous Material means hazardous waste toxic substance

petroleum
synthetic products

substance
petroleum gas
to

or the like under any Environmental natural

Laws

and by-products any other

toxic or

gas

natural
that

gas
is

liquids

liquefied natural
in

and be

gas

and

substance pollutant

or material

now
is

or

the future

deemed

hazardous

dangerous

or contaminant

or

otherwise

regulated

under any

Environmental

Laws

27

Section

6.4

Conduct

of Operations

with

respect

to

Environmental

Matters

The

parties

acknowledge
described

that

as

provided attached

in

the hereto

reports attached currently

exist

to

the

EIS

the

environmental

conditions an

on Exhibit

on the
at
its

Property

each

being

Identified

Environmental
with
to

Condition
respect date
the to that

University Identified

shall

expense Condition
operations

perform such
as in are

remediation

obligations

each

Environmental
its

required portion

by the
of the

final

EIS

prior

the

Lessee

commences

mining

the

Property
in

affected

by
to

applicable

Identified

Environmental

Condition

Notwithstanding

anything

this

Lease

the

contrary

With
interceptor pipeline located
at

respect
in

to

the

Metropolitan

Council

sanitary

sewer upon

Dry Mining

Phases

and

the Pipeline
and Lessee
the

Universitys request
event
later

the time mutually

determined

by University
in

but

in

no
the

than

the

date

Lessee
is

completes located of the

mining operations
to

Phase

in

which

Pipeline

or

portion

thereof

pursuant Pipeline such

the

Operations

Plan

Lessee

shall

remove
located

and properly
within
all

dispose

and remediate
remediation University of the

any
is

Hazardous by
shall

Material applicable

the

Pipeline with

to

the

extent

required

Laws
one-half

in

accordance of the cost of

applicable

Laws

and Lessee

each pay

1/2
being

of removing

and disposing
Material
thirty

Pipeline the

and performing any Universitys

an
to

necessary

remediation

Hazardous

located days

within

Pipeline

payment

due

to

Lessee within

30

after

University
in

receives
prior

invoice the date

and appropriate Lessee

Material applicable other waste release has

supporting

documentation
disposed
to

from Lessee

but

no event

removed

and properly
the

of the Pipeline
the

and remediated
remediation

any Hazardous
is

located

within

Pipeline
at
its

extent

such

required Material

by and

Law
released caused

University

cost
into

will the

remediate

any

Hazardous
the Pipeline

from the Pipeline by the negligent

soils

surrounding

unless such
or Lessees

was
in

or intentional
at
its

acts

or omissions of Lessee

Agents
to

which case Lessee shall

such remediation
is

cost

remediate

such surrounding

soils but only

University Council
to shall

the

extent

required
faith their

by applicable
to

Laws

and

use

commercially reasonable
University

good
for

efforts

require Metropolitan

pay or

reimburse

and Lessee
located

proportionate

shares of the costs

of remediating University
shall

any Hazardous have no

Material
to

within

or released lawsuit

from the Pipeline

or other
legal

but

obligation

commence

proceedings

against

Metropolitan

Council and
ii If

University
is

determines effective

that

the
if

cost
failure

of remediating
to

an the

Identified Identified

Environmental Environmental
reclamation terminate

Condition Condition

not

cost not

and

remediate

would

materially and adversely of

the

affect

Lessees mining and

University

on
this

substantial

portion
to

remainder of the
that

of

the

Property

may
Lease

Lease with respect Condition

to

the

portion

Property

impacted by the

Identified this

Environmental
with respect

provided
of the

however
Property

University

may
the

terminate
if

the

portion

impacted

by

Pipeline

University

determines

that

the cost of removing

in

and disposing
therewith Pipeline
is

of the Pipeline cost effective

and of remediating
regardless

any

Hazardous
failure to

Material

connection

not

of whether Material
in

remove

and dispose would

of the

and remediate
adversely

any Hazardous Lessees

connection reclamation

therewith

materially

and

affect

mining

and

on

substantial

portion

of the remainder

of the Property

28

Without
its

in

any way limiting any other provision

of this Lease

Lessee

at

sole cost

and expense

shall

Notify involves handling

the

University

prior

to

any

activity

on

the

Premises disposal

that

use

storage

generation Material

treatment

transportation

release

or

of any Hazardous

ii

Comply
and

with

all

Environmental
transportation

Laws and
release

Permits

governing or handling

the of

use

storage

generation Material

treatment with
the

disposal
all

Hazardous
monitoring

Contingency

Plan

including

reporting

and

requirements

therein

iii

Provide
that

University maintains

with

copies

of

aH

reports Lessee

and data
performs of
all

from

the

monitoring Property reports authority provides

shall

systems
to

Lessee

and the

testing

that

on the

pursuant

the Permits

and Environmental
that

Laws
to

and copies
provide
all

compliance

and other
pursuant the same

notifications to to

Lessee

is

required

to as

any

governmental Lessee no event

than

the

Permits federal

and
state

Environmental
or local

Laws
to

and when

any

governmental

authority
less

but

in

Lessee

provide
prior

such reports
to

data and notifications

University

frequently

annually on or

January 30 of each

year
installation vicinity

iv any
other
activity
if

Immediately Lessee

stop

mining operations Hazardous

construction
in

or such

encounters

Material

the

of

operations

construction

installation

or activities

Give Environmental
Police Health

immediate
at

notice

to

Universitys
after

Department
business

of the

and Safety
at

612-626-6002

or
if

normal

hours

Department
if

dispatch or

612-624-2677
gallons of

Lessee

encounters
are spilled

Hazardous
or released report on or during the

Material

five

more

Hazardous

Material

on or from the
prior to January

Premises

and
of

Lessee

shall

provide
in detail

University
all

with
spills

written or releases

30 of each year

describing violation or

such

prior calendar

year
an

suspected

violation

of

any

Environmental
with respect
to

Laws
Lessees agency
violated use

of

inspection

or or

inquiry
if

by

any

governmental any
notice

agency

of the

Premises any

Lessee

receives

from any governmental

or

alleging

that

Environmental
to

Laws have
the

been

violated

may have

been

by Lessee

with

respect

Lessees use of

Premises

vi
investigative
liability to

Except
or
to

as

provided
activities

in

to

Section
to

6.4e
avoid

promptly perform any

or

remedial

other

necessary
of

minimize

injury or

any Person or

prevent

the spread

Hazardous

Material and

vii

Promptly respond
potential or actual

to

and comply with

of Hazardous

any notice
Material

order request
the

or

demand

relating

to

release

on

Premises

Except
University has reason
to

with

respect
that

to

the

Identified

Environmental
has

Conditions
spilled

if

believe

Hazardous

Material

been

discharged

or

29

released right but

on
not

the

Premises

by Lessee
to

or

its

contractors
at

or

consultants

then

University
to to

has

the

the obligation

require

Lessee

Lessees sole cost

consultant days

and expense
satisfactory

perform an
University request

environmental audit having Such

an investigation
shall

scope

and by an

environmental within
ten

be commenced
to

1W
Lessee

after

Universitys
to

and
an

thereafter electronic

be copy

diligently

prosecuted

completion

shall
it

provide

University

of the environmental

audit immediately after

is

completed

Upon
environmental engineer monitor exposed
operations
air for in

Universitys

request

Lessee

at

its is

expense
properly

shall

have available

an

or consultant

the

Consultant who
and
in to identify

trained and qualified to Material

that

quality

Hazardous
the
soil

Material

Hazardous
with

may be Agents
shall

or disturbed

or otherwise Consultant

connection
shall

Lessees by

and Lessees
University

on

the

Premises
activities

The
the

be

pre-approved
with
shall

and

monitor Lessees
terms
visits

on

Premises

for

compliance
monitoring
to

the

Contingency
without

Plan

and the such

not

and conditions
to

of this Section
as

64 which
to

include

limitation

the an

Premises
obligation prior to

may

be

necessary

or appropriate

ensure

such compliance day

but

shall

include
In

for

the Consultant
its

be on the Premises
to

every

of mining operations
shall

addition
its

allowing

employees
skills

mine

Materials

from the Property Lessee Material

instruct

employees regarding

basic

for

identifying Hazardous

If

during the

Lessees

construction

or installation University or

of Improvements

or

other

operations determines

on
that

the

Premises

Consultant

Lessee

any

governmental
are

authority

soils

or other materials Lessee

exposed

or disturbed by such

operations

impacted by
as

Hazardous provided
received

Material then
in

shall

immediately stop operations and

shall

and notify University any

Section

6.4biv
in

and

ii

University

after
it

considering
is

comments
to

from Lessee
dispose

timely

manner
soils

determine materials
if

whether
If to

cost

effective

remove such

and

safely

of

the
is

impacted
cost

and and

University

determines not

that

removal
adversely

and disposal
affect

not

effective

failure

remediate

would

materially and of the

Lessees

mining and reclamation

terminate
this

on
with

substantial

portion

of the

remainder

Property University

may

Lease by

respect

to If
its

the

impacted

area of the determines

Premises
that

as

such

area

is

reasonably
is

determined effective
to
if

University
at

University
shall
is

such

removal
of the

and disposal impacted

soils

cost

then the

University extent such

expense

remove

and dispose

and

materials that

remediation

required

by applicable and

Environmental
dispose of the
that
all

Laws

provided
soils

University

and Lessee
to

agree

Lessee

may remove
plan
shall

impacted

and materials
in

pursuant

removal

and disposal

and using
reimburse with seek
receipt

contractors

have been pre-approved documented

If

writing by University

and University by Lessee

in

Lessee

for

reasonable and disposal

out-of-pocket

costs incurred

connection
shall for to

such removal and receive impacted

without

Lessee

performs such
disposal

removal and disposal

written

Lessee

from

government-approved and provide

of
all

facilityies
to

pre-approval provide analysis

of

materials charge
soil

such

pre-approval

University

and

University

copies

test

results

and documentation from

the

regarding including

and disposal of
bills

impacted lading

and materials
of custody
in

removed

Premises

waste manifests
facility receipt

of

chain

documents
this

and
to

landfill/disposal
if

records have
or
to

Notwithstanding anything been impacted Lessees

paragraph
as

the contrary of the Lessee

such

soils

or other materials

by Hazardous

Material

result that

negligence or Lessees

or misconduct

of Lessee brought

Agents

or by Hazardous

Material

Agents

have

on

30

the such

Property
soils

then

Lessee

shall

be

responsible the site to

for

the

entire

cost

of removing

and disposing

of

and otherwise

remediating

Universitys

reasonable

satisfaction

If shall

Lessee
the

fails

to

perform
to

its

obligations

under

this

Section

6.4 University Lessee

for

have the right but not

costs

obligation

perform Lessees obligations by

University
in

and charge plus

costs

the

and expenses

reasonably Lessee
receipt

incurred
shall

doing
for
all

so

fifteen

percent

administrative within ten

to

fee
after

reimburse University
therefor

such

and expenses
data
in

10

days

of

an invoice
in

accompanied

by supporting

form

reasonably

evidence

the costs

question

In

connection provide

with
to

the construction
all

or installation

of any Improvements

on

the Premises with National

Lessee

shall

University

documents

evidencing and/or the

Lessees compliance
State Disposal

Pollution

Discharge Construction

Elimination Activity

System

NPDES
at less

System
Pollution

Stormwater
Prevention during

Permit
Plan

for

requirements including

Stormwater

SWPPP

and associated on

maintenance records
basis

pre-construction frequent
final

meeting and
Universitys report

the course
as

of construction

weekly

or on

basis

at

option
the

maintenance and inspection records

activities shall

become

available within
thirty

summary
days

on

all

above

be

submitted

to

University

30

after

substantial

completion

of construction

of the Plant

Section
earlier

6.5

Survival of this Lease settlement of

This Article

VI

shall

survive

the expiration
set forth in this

of the Lease

Term
apply

or
to
is

termination paid
in

The

indemnity provisions by
an indemnified
shall

Lease
such

shall

amounts approved

claim

party

only

if

settlement

by the indemnifying party

which

approval

not be unreasonably

withheld

ARTICLE VII INSURANCE

Section
shall

7.1

Lessees
in

Insurance

Requirements
the Lease

Lessee
the

at

its

sole cost

and expense

obtain

and keep

force throughout

Term

following

insurance

Property Luvciczgc insurance event

iur cm in sci c-. lulin

Insurance
unuti
-i-.

Insurance

against

loss

or

damage
nr

to
ii

the

Plant

with

LIi to

adcn.o
the
full

-.ia1
insurable
for

in

rm

q.AivaI.SikL

prop.srtj In the

policy

an

amount
Lessee

equal
shall

replacement the

cost

of the of any

Plant

of an

insured

loss

be solely responsible

amount

deductible

or

co-insurance

Commercial
liability

General

Liability covering per

Insurance
claims
arising

Occurrence

based

general
this

insurance with

using

ISO form
limits

CO

00 01

from operations
million Insureds annual

under

Lease Regents

minimum

of

$5

million
shall

occurrence
as

and

$5

aggregate

of the

University

of Minnesota equivalent
as

be named

Additional

by endorsement

on ISO form

CO

20

11

or

approved

by University

Business Insurance injury using

Automobile 00 01
with

Liability Insurance

Business

Automobile
accident

Liability for

ISO form

CA

minimum
shall

limit to

of $5
all

million each

bodily

and

property

damage

Coverage

apply

owned

hired

and

non-owned

31

automobiles endorsement
liability

Regents on

of the

University

of Minnesota

shall as

be

named

as

Additional

Insureds

by

ISO forms
equivalent

CA
to

2048
that

or

its

equivalent

approved

by University

Pollution
for

coverage

provided

by ISO pollution liability-broadened

coverage

autos endorsement

CA

99 48 and the Motor

CalTier Act endorsement

MCS9O

shall

be included

Workers compliance
with
all

Compensation
requirements

Insurance

Workers

compensation

insurance

in

statutory

of the State of Minnesota

Employers minimum
disease
limits

Liability

Insurance
per

Employers employee
$1

Liability

Insurance

with

of $1

million bodily

injury by disease

million bodily

injury by

aggregate

and $1

million bodily

injury by accident

Pollution of $5 million per occurrence property costs

Liability

Insurance

Pollution

Liability

Insurance
for

in the

amount
injury cleanup
in the

or claim

and annual
loss

aggregate

including

coverage

bodily

damage

environmental operations

damage
of

of use

of property charges
as

governmental and expenses

result

ordered

completed

and defense

including claims
for

costs

incurred

investigation

adjustment

or defense
arising

damages

of

pollution

conditions
at the

including Premises emanating

fungi

mold
in

and
the

fungi
course

from

Lessees
materials

operations
to

under
the

this

Lease
or
for
if

of
to

transporting

or

from

Premises Coverage
provisions

at

or

from disposal
for

sites

which

Lessee
claims

transported basis

materials

mold

and

and

disposal date

sites

may be on

made

Claims-made
an

any must
of five

have

retroactive
after

of policy

inception

and must include Regents

out

extended reporting
of Minnesota of Lessee

period
shall
its

years
as

the end of the Lease Insured or anyone

for else

Term
arising

of the University
acts

be named

an Additional

claims
for

of the
is

or omissions

contractors

or consultants

whom

Lessee

responsible

Certificates
to

Copies of Policies
executed
to Certificates

Lessee

shall

provide

to

University
that
it

prior

the

Commencement
coverage
policies

Date
shall

fully

of Insurance

evidencing request

has of

the
all

required insurance

and

provide

University

upon

Universitys

copies

described

in this

Section

Section require
its

7.2

Contractors consultants
as

and

Consultants

Insurance

Requirements

Lessee
to

shall

contractors

sublessees

and licensees

entering onto

the Property

obtain

and keep

in

force the insurance

follows

Commercial
liability

General

Liability

Insurance claims
arising

Occurrence

based

general
this

insurance with

using

ISO form
limits

CG

00 01

covering per

from operations
million Insureds annual

under

Lease
Regents

minimum

of

$1

million
shall

occurrence
as

and $1
Additional

aggregate

of the

University

of Minnesota equivalent
as

be named

by endorsement

on ISO form

CO

20

11

or

approved

by University

Business Insurance injury using

Automobile 00 01
with

Liability

Insurance
limit to shall as

Business

Automobile
accident

Liability for

ISO form

CA

minimum
shall

of $1
all

million each

bodily

and

property

damage
of the

Coverage

apply

owned
named
as

hired

and

non-owned
Insureds

automobiles endorsement

Regents

University

of Minnesota

be

Additional

by

on ISO forms

CA

2048

or

its

equivalent

approved

by

University

Pollution

32

liability

coverage

equivalent

to

that

provided

by ISO pollution liability-broadened

Carrier Act endorsement

coverage be

for

autos endorsement

CA

99 48 and the Motor

MCS9O

shall

included

Workers compliance
with
all

Compensation
requirements

Insurance

Workers

compensation

insurance

in

statutory

of the State of Minnesota

Employers minimum
limits

Liability

Insurance
per

Employers employee
$1

Liability

Insurance

with

of $1

million bodily

injury by disease

million bodily

injury by

disease aggregate

and $1

million bodily

injury by accident

University

shall

be named

as

an

additional

insured

on

all

general

liability

policies

using

ISO Endorsements
policies
In

CG

20 10 07 04 and Lessee
shall

CG

20 37 07 04 or equivalent
that
its

and automobile
consultants

liability

addition

require

contractors

and
shall

waive on

all

subrogation

and

recovery
liability

rights

against using

University

The

waiver

be

provided

the

commercial
Others
to

general

policy

Waiver

of Transfer

of Rights
its

of Recovery
as

Against

Us endorsement

on ISO

form

CG

29

88

10

93

or
or

equivalent

approved

by

University

and on the workers Endorsement

favor of

compensation

policy

using 03
13

Waiver
its

Of Our
equivalent Prior to provide

Rights
as

To Recover
approved any
of

From

Others
in

on

NCCI
of

form

WC

00

by
its

University
contractors executed obtained

Regents
to

the

University the

of

Minnesota
Lessee
shall

allowing
to

or consultants
Certificates

enter onto

Property
that

University consultant

fully

of

Insurance

evidencing

each

such

contractor

and

has

the

required

coverage

and endorsements

Section described
in
if

7.3

General
7.1

Insurance
all

Requirements
policies the policy through
is

The

following

applies

to

all

policies

Sections

and 7.2 must

state

endorsement including

self-insurance maintained

programs
University

applicable
is

that

primary and any insurance

of insurance required without event
at

by
this

excess

and non-contributory
in

the

certificates
all

must
shall least

reflect

that that

wording
policy

is

included not

the

required materially

policies

policies

provide
thirty

the

will

be canceled
notice
to

changed

or non-renewed

30

days
in

prior written

University

provided
policy

however
providing evidence of
all

in

the

Lessee

without

lapse

coverage
to

obtains required
after shall

substitute

insurance

coverage
of the

terms

equivalent policy
prior to

or superior University notice

to

those

under

this

Lease

and provides
this

substitute

promptly
University insurance business

such
not

substitution apply with

for

requirement

thirty

30
or

days
shall

written

such

substitution

policies

be written and

by

reputable
to

company
in

current

AM

Best

Rating
shall

of

A-Vu

better

authorized
in

do
of

Minnesota
the

and
of

all

policies

include
limit

Waiver

of Subrogation

favor

Regents

of

University

Minnesota

and

requirements agrees during

as that
it

may
shall

be met
review

through the above-

combination
referenced increase

of Primary and Umbrella

policy every

limits Lessee
five

amounts
the

with

University

years
this

the

Lease

Term

and

shall

coverage
risk

amounts

provided

for

in

Article

reasonably

recommended

by

Universitys

management
Waiver

department or consultant

Section other and the

7.4

and Release
all

University

and Lessee each

against
arising

waive and
other

release

each
for

LLC

from and against

to

claims

for recovery

the out

and the

LLC
in

any

loss

or

damage

the

property

of

such releasing party

of fire or other policy

casualty the

coverable

by

standard

Causes

of Loss-Special

Form

property

insurance

with

33

case

of

Lessee

such

endorsements even
if

and additional
such
loss

coverages

as

are

considered about or

good by the

business
fault

practice in Lessees negligence of the

business
party

or
its

damage

shall

be

brought

or

other

or

the

LLC

or

employees
with

contractors respect
to

agents

provided under

however
Sections party

such waiver
6.3

by University
This the waiver

shall

not be effective
is

Lessees whether
is

liability

and 6.4
maintains

and release

effective
in

regardless of

the

releasing
to in

actually of
to

insurance carried received

described

Section expressly

7.1a

and
to

not the

limited contrary

the
this

amount Lease
that

insurance actual

actually proceeds

or except
after

as

provided

the
its

loss
rights

Each

party shall

have and

its

insurance

company
insurance foregoing or

issues

property an

coverage

waive any

of subrogation
this

shall

have

the

company
insurance

include

endorsement

acknowledging
shall

waiver
with

if

necessary
to

The

notwithstanding

Universitys waiver
relating shall to the

not

be effective
is

respect
to

any deductible under any

Section
loss

co

amount Lessee

insurance
to

Lessee

required provided maintain

carry

7.1a
damage
under

moreover
resulting

remain on

liable the
all

University of of

as to

herein the

for

or

from any

failure

part risk

Lessee

insurance within

required the

Section

7.1a
any

Lessee
loss

assumes

damage

of

Lessees
fire

property

Premises
act

including

or

damage

caused

by water

leakage

windstorm

explosion

theft

of

any other Person

or other cause

This

Section

7.4 shall

survive

the expiration

or earlier

termination

of this Lease

ARTICLE VIII TAXES

Section defined delinquent 8.1
to

Taxes
the

Generally

Lessee

shall

timely
In

pay

Real

Estate

Tax

Costs

as

below
all

appropriate

taxing

authority

addition

Lessee
the tools

shall

pay
of

before

taxes

levied

upon

measured
estate

by

or

arising
all

from

conduct

Lessees
supplies other

business
buildings property

Lessees improvements and

fixtures that

leasehold pipelines Lessee

and

machinery
Precious

equipment

stockpiles

of Materials

Metals

Timber and

places

on or removes
to

or extracts

from the Property

Section

including
If

any

severance

or

production
fully sales

taxes

pursuant

Minnesota Department

Statutes

298.75

Lessee

provides of
-1--

University

completed Minnesota
be

of Revenue Lessee

Form 5T3
an
ln-.n-1 in

Certificate

Exemption
11

no

tax shall
-.11

due

to

University
i--.

Unless
at
1-

provides

ST3
nrc.rJ

Lessee Upull

iiaii

.-.-

i--

pay

Ui

nivLS1Ly

1t4.-

all

ivlllxnAsuLa

h--

LUA

i-h

uiat

i-

may

.n

tim

U\

impuu
this

or measured Estate
lieu

by

any

amount
all

payable levies

by Lessee
ad

under
real

this

Lease

As used

Lease

Real
taxes
in

Tax Costs means

of
real

valorem imposed

property

taxes personal
Statutes

property Section

property aggregate

taxes host fees the

taxes
special

under

Minnesota

272.01

subdivision

assessments liens
cost of contesting

license and permit

fees and annual which

are

charges
applicable

together
to

with

reasonable during
to

any

of

the

foregoing

or due and payable

the

Lease

Term

and which

are

imposed by any authority upon

or with respect
to

or under any
the

Laws

or pursuant acreage

any recorded
the

covenants

or agreements

Improvements
the Plant

within
the

Active

Mining

and Reclamation
used

Areas

the Plant acreage

within

Area

and

University

Improvements under
this

by Lessee

or directly or the

upon

this

Lease or the amounts

because of Lessees

payable

by Lessee

Lease

or against of use

University

Property

estate

or interest

in the

Premises or because

of the Premises by Lessee

or Lessees

Agents

34

Notwithstanding Costs

anything
special to in

to

the

contrary

contained the
special

in

this

Section

8.1 Real Estate Chapter 429

levied of the of

Tax
the of

do

not

include

assessments the the extent

that

against

Property

under

Minnesota Lessees
Lessee Section

Statutes or

except
interest

such
in

assessments with
to
is

are

because
Premises
in

estate

Premises

or

connection anything University

the

use

by
this

or

Lessees
as

Agents
Lessee

Notwithstanding

the

contrary

contained
for

8.1

between

and University

responsible
to

paying
such
in

special
special

assessments assessments with the use

levied
are

under Chapter
because

429 of the Minnesota

of Lessees estate

Statutes

the extent Premises

that

not levied

or interest

in the

or

connection

of the Premises by Lessee

or Lessees

Agents

Section

8.2

Unrelated

Business

Income

Tax
other of

Characterization
this
is

of

Payments
in

Notwithstanding
in

any

provision

Lease

this as

Lease

shall

not be interpreted interest

the

or construed the Property

any

manner
the

under which meaning

of

University

treated

owning

working
parties

within

Treas
under

Reg
this

1.512b-1b
Lease and
Initial

The

intend

Production
in

Royalty payments
Section

paid by Lessee

the Precious

Metals payments

described

3.6 and the Annual

in

Minimum Royalty
as as the

Advanced
within

Minimum Royalty
meaning

payments

described of the

Section

3.3 to be characterized

royalties

the

of Section
the

5l2b2
do
not within

Internal the

Revenue
to

Code

of

1986
to

amended the

Code

unrelated business

As such income tax

parties

intend

payments
511

be subject
of the

UBIT
if

the meaning

of Section

Code

Modification Business adoption

Law
date

Change
hereof

or

IRS

Challenge reasonably

Results

in

Unrelated
that

Income
of any

Tax

If

after

the

University

determines

the or

applicable thereof

Law
the

regarding
Internal

UBIT
Revenue

or any

change the

therein or in the interpretation

administration

by

Service thereof
this

IRS
has

or

comparable

agency

charged with
regarding reducing

the

interpretation

or administration

or any

audit or challenge or would

by the IRS
the effect of

the taxation the rate

as

of the

payments

made under
the costs

Lease

have

of return

or increasing

incurred

by University
hereunder
to

or any entity
level

controlled
that

by University
University then the

consequence
entity in

of Universitys obligations

below
request

which

or such
parties

could

have
faith as

achieved
to

but

for

such

adoption
to the

change
extent
prior

or audit without

agree

good

renegotiate

this

Lease

possible

materially changing reduce or eliminate

the economics the

cxistcd

for the parties

immediately

thereto in order to

UBIT
Private

paid by University

Letter

Ruling
letter

Lessee

agrees
the

to

cooperate

with

University

if

University

decides

to

request
this

private

ruling from process

IRS regarding
agree
to

the taxation

of the

payments

made under
necessary

Lease
that

As

part

of that

the parties

modify
to

this

Lease
This

to the extent

so

the payments

are treated as

royalties not
ot this

subject

UBIT

Section

8.2 shall

survive

the expiration

or earlier

termination

Lease

35

ARTICLE

IX

DEFAULT REMEDIES TERMINATION

Section 9.1

Events of Default

It

shall

be an

Event
when

of

Default
and

If

Lessee

does

not

pay

in

full

due

any

all

payments

of

Production

Royalty

Annual

Minimum
this

Royalty

Initial

Advanced

Minimum

Royalty and other

amounts

due from Lessee

under

Lease

If

Lessee enters

into

or permits

any Transfer

in

violation of Section

10.1

If

audits

performed
has

by University any

pursuant

to

Section

4.12

or any

other or

information reveals more

for

that

Lessee

underpaid

Production consecutive

Royalty by
or

five

percent

5%

three

or

more Lease Years whether

not

within

any period

of ten

10

Lease Years

If

Lessee

fails as

to

observe
in

and perform or otherwise

Section

breaches cure

any

other

provision or before

of this the

Lease and
that
if is

except
thirty

provided days

9.3 Lessee
gives within

fails to

the default on of default

date

30
cannot

after

University

Lessee
thirty

notice

provided
Universitys

however
giving eighty

the

default

reasonably be afforded

be cured

30
time

days following

of notice 80J
to in

Lessee

shall

additional
original

reasonable notice of

not
to

to

exceed
the

one hundred
default
if

days cure

following the default

faith to

Universitys
within
thirty

default

cure

Lessee begins
diligently

30

days

following

Universitys notice

and continues

good

completely

cure

the default

If

Lessee

or

any
or

Guarantor
if

becomes
in

insolvent

or

make

general or for

assignment an

for

the benefit

of creditors under

petition

bankruptcy law
is

or for reorganization

arrangement with
or
bill

creditors
in

any

federal

or state
for

filed

by or against
of

Lessee or any
for

Guarantor Lessees
Lessee

equity

or other
assets
is

proceeding

the
if

appointment
of the
that real

receiver

any of
of

or any or

Guarantors Guarantor

commenced upon
any

or

any

or personal

property brought

any

shall

be levied
Lessee not or

provided

any any

proceeding bankruptcy such

if

by

anyone

other

than

University
shall

Guarantor
an

under

insolvency
has

receivership continued described University with

or

similar law for

constitute sixty to

Event

of Default days

until

proceeding of
the

unstayed
in to this

more

than

60
only

consecutive

and

ii

any

events allow

paragraph such

happen

one
for

of

the

Guarantors

then

Lessee
in to

may

review
as

financial

information require

the other Guarantor information

prepared

accordance

GAAP

University

may

and

if

such

demonstrates event
is

Universitys
to at least

satisfaction

that

the net worth

of the

other Guarantor at the time of such then

equal

$7500000
long
as

the

MinimumNet Worth
maintains the the demonstrates
in

such event

shall

not

be an

Event of Default
the remainder

so

the other Guarantor

Minimum
by

Net Worth

throughout
to

of the

Lease

Term

and

same
with

allowing
as

University

review

such

financial to

information

prepared

accordance
shall

GAAP
below
shall

University anniversary

may require from time

of the Effective

time
the

The Minimum Net

percentage period increase

Worth
in

increase defined

on each

Date

by

the

CPI as
in

over

the immediately preceding

twelve-month on any
Price

provided
of the

however
Effective

no event

the
in

Minimum
Lease
All Items

Net

Worth

ever the

decrease

anniversary Index
for

Date

As

used

this

CPI
Not

means

Consumer
Adjusted

All Urban

Consumers U.S

City

Average

Seasonally

1982-

36

84

100

as

published such

by the U.S
is

Department such

of

Labor Bureau

of Labor

Statistics

or or

if

the

publication selected

of

index

discontinued

other

materially equivalent

index

indices

by University

Section following
rights

9.2

Remedies

If

an

Event

of

Default

occurs

University

shall

have

the

and remedies

University

without event

any obligation
shall

to

do so may

elect

to

cure

the

default
for

on behalf

of

Lessee
costs in

in

which

Lessee

reimburse University
administrative of twelve

upon
fee

demand
of fifteen

any

sums paid or
thereof

incurred curing
after

by University
default

together with an
at

percent

the the

plus interest of University

the rate for

percent

12%

per

annum

from

date ten days

demand

payment as
or defined property

In

the

event

of
all

Material Persons

Default

below
by

to

enter
at

and
or or

repossess

the

Premises

and

remove
liable for for

and
or

all

any

action

law

otherwise
Guarantors

without

being

prosecution

from

their

liability

payment
is

and performance
to in

damages without when due

be deemed
9.5 or
to

relieving of Lessees
limit

Lessee

obligations
right to

hereunder
to

Nothing

in this

paragraph
as

intended

or shall

Lessees

remove
or
relet

the Plant and stockpiles the buildings

described within

Section

ii

give

University

the right

use

or equipment

the Plant

Area
to

In the

event

of

Material

Default Royalty
to

accelerate

two

Lease

Years
Royalty Royalty

and only two

during

Lease

Years

of Annual
shall

Minimum

and

the
to

Annual

Minimum Minimum
in

each accelerated
the

Lease Year
in

be deemed

be equal
without

the Annual

due

in

Lease

Year

which
of

the

acceleration of the

occurs
this

any

reduction declare

such Annual same

to
is

Minimum
from

Royalty because

termination
If at

Lease

and

ii

the

be due

immediately due and payable

Lessee
there

the

time

accelerated
that

Annual have
not

Minimum
been
to

Royalty
to

are

outstanding

Accrued

Credits

applied

reduce

Production provided
in

Royalty or Annual
Section

Minimum
outstanding

Royalty payments Accrued

Credits

pursuant
shall

Section

3.3c
to this

then

as

9.4 such

be applied

against

and reduce
paragraph

the amount

of the accelerated

Annual

Minimum Royalty
payment

payment
shall

due pursuant
be
less

but

the

accelerated

Annual

Minimum Royalty
judgment
for

never

than

zero
the

To
Default

seek

monetary

damages

resulting

from

Event

of

To
obligations

seek
that

injunctive
are

relief to

and/or

specific

performance

of

Lessees

under

this

Lease

necessary

cure

the Event of Default

In the

event
part

of

Material
to

Default
save the

to

terminate

this

Lease

and the Lease

Term

without

any

right

on the
of any

of Lessee

forfeiture

by payment upon
the

ot any

sum due
pursuant

or
to

by other performance
this

condition of

term or covenant Lessee

that

broken
prior in to
full

termination date of

paragraph

the

obligations with respect

arose continue
to

termination

or

Universitys such

remedies

thereto

shall

force

and

effect

and survive

termination

including
delinquent

Lessees
Production

obligations

pay

any

accelerated

Annual
Initial

Minimum
Advanced

Royalty and any

Royalty

Annual

Minimum
this

Royalty and

Minimum

Royalty

and other amounts

due from Lessee under

Lease

37

To
in

exercise
that

all

other rights

and remedies available

not
in

to

University

at

law or

equity

provided

however

University
as

may

accelerate

the

Annual

Minimum

Royalty

for any

subsequent

Lease Year except

provided

Section

9.2c
in this

Notwithstanding

anything
to

to

the

contrary

contained

Lease

University

does

not
for

have any
the

right or remedy

accelerate
after

the whole or any part an

of the Annual except

as to

Minimum

Royalty

balance

of

the

Lease

Term

Event of Default

any

accelerated

Annual

Minimum Royalty

under Section

92c
to

Notwithstanding

anything
to

the

contrary
to

contained or to

in

this

Lease

University or any

does

not

have

any

right

or

remedy

be paid or

recover of the
right to

accelerate

the whole termination

to

part of the of

Annual
the

Minimum Royalty
after to

for

the balance of Lessees period

Lease

Term

after

or expiration

Lease or
as

termination

possession such

pursuant or

Section

9.2b
as

except
to

payments

due

for the
as to

prior to

termination

expiration

any

Termination Fee and

any accelerated

Annual

Minimum Royalty
Section
as to

under Section

9.2c
to

Once
the Annual
to

Lessee terminates

the Lease
also

pursuant

to

96

the obligation

of Lessee the period

pay

Minimum

Royalty
as

terminates

except

payments

due

for

prior

such termination

and

to

any Termination
the Lease
to

Fee
Lessees

Once
to

University

terminates

or terminates

right

of possession

pursuant

Section

9.2b
as to

the obligation

of Lessee
for

pay

the Annual prior

to

Minimum

Royalty also terminates and

as to

except accelerated

payments

due

the

period

such

termination

any

Annual

Minimum
this

Royalty

under Section

9.2c
shall

As used

in

Section

Material Default
under Section

include
that
is

any
not

one of the
cured within of

following sixty

Events of Default days

after

an
that

Event of Default
the delinquent of Default

9.1a
due

60
the

the

date

payment
under
for

was

ii
that

an

Event

Default use
in

under of

Section Property

9.1b
by

iii an
or

Event

Section

9.1d
other

arises

from
specified

Lessee of

Lessees

Agents

purpose
without

than

those

Article

construction

material

Improvement 5.2 6.2

Universitys

consent or
or 10.21
this

Lessees default
or

under
Default the

Section

4.4

4.10

4.14

6.3 6.4

8.1

9.5

10.20

iv
9.2

an
shall

Event of
survive

under Section

9.1e
material

All of Universitys of this Lease

that

remedies

under

Section
that

expiration
this to

or earlier
is

termination

The
the

Parties

agree

any Event of Default Default

is

under

Lease imply

and

the

use
that

of
is

defined Material

term Material
Default
is

not

intended

that

any Event of Default

not

not

material

This

Section

9.2

shall

survive

the expiration

or earlier

termination

of this Lease

Section

9.3

Additional

Default

Provisions

Any
University Section
shall in

provision required
to

in

this

Article notice

IX

to

the
to

contrary exercising

notwithstanding
its

not an

be

give

any

prior

rights

under

9.2a

emergency

No
subsequent

waiver

by University

of any breach by Lessee

shall

be
for

waiver

of any

breach

nor

shall

any forbearance

by University

to

seek

remedy

any breach

by

38

Lessee

be

waiver breach

by

University

of

any
to

rights

and

remedies
the

with

respect

to

such

or

any

subsequent
shall

Efforts

by University
of Universitys or reserved or by or

mitigate
right to

damages

caused

by Lessees

default
right

not

constitute

waiver upon

recover
is

damages
to

hereunder be exclusive and

in in

No

or

remedy
right

herein

conferred provided

to

University

intended

of any
to

other every

or remedy
or

herein

law now

but

each

shall

be cumulative
at

addition

other right

remedy

given

herein

or hereafter of
to

existing
lesser

law or

equity
the total

No

payment due any and

by Lessee
University

or receipt

or acceptance

by University be

amount
than

than

amount
shall

under

this

Lease

shall

deemed

be

other

on

account

nor

endorsement or statement
University the balance

on any

check

or payment without

be deemed an
prejudice
to

accord

and satisfaction
right to

may due

accept

such check

or payment
to

Universitys

recover

or Universitys right

pursue

any other available remedy

If either

party

commences

an

action
shall

against

the

other party
to

arising out

of

or in connection the other party

with

this

Lease

the prevailing fees

party of

be

entitled

have and recover

from

reasonable

attorneys

costs

suit

investigation

expenses

and discovery

costs

University

and Lessee to
the this

waive

the

right

to

trial

by jury

in

any

action

or

proceeding
to

based

upon

or related
to

subject

matter

of this Lease

As

material

inducement and
all

University
it

agreeing

enter

into

Lease

Lessee
Section

hereby permanently

waives any
in

rights

may have
Lease

under Minnesota

Statutes

504B.291

subdivision

connection

with

this

This

Section

9.3

shall

survive

the

expiration

or earlier

termination

of this Lease

Section

9.4

Lessee

Remains and
the

Liable
the

Upon

expiration
shall

or

earlier to

termination
liable for

of

this

Lease

for

any
of

reason
all

Lessee

Guarantors of
all

continue
to

be

the prior to survive

performance
expiration termination or

obligations

and

satisfaction for
all

liabilities

University
that

accruing expressly
Initial

earlier

termination including

and

obligations of Annual

and

liabilities

of this Lease

the payment

Minimum Royalty
in

Advanced
that

Minimum
have have
the

Royalty Production
prior to after

Royalty
of

and amounts
or earlier except

described

Sections

3.4-3.7 those

and 8.1
that

accrued
first

the

date

expiration

termination
as

excluding
in

would

accrucd

the date of termination

provided
9.6 with

Section

9.5 and including Annual

payment

of any

Termination Fee due under Section

and accelerated
all

Minimum
apply
to

Royalty due under Section

the
that

9.2c
to at

and on

the compliance
the

Laws and

Permits

that

Premises

and Lessees operations

reduce the

Premises

If

there are

outstanding

Accrued
Royalty such

Credits

have not been applied

to

Production
this

Royalty or Annual Minimum

expires reduce or
is

payments
outstanding

pursuant

Section

3.3c
to

time

Lease and

terminated

then

Accrued
Guarantors
entitled

Credits

shall

be applied
clause of

against
ot

the

payments

due from Lessee

and
not

the

pursuant

the immediately preceding Credits

that

sentence

but

Lessee

shall

be

to

any
or

refund

Accrued

exceed
with

the

payments
to
all

due from Lessee any

part

Upon

expiration

earlier to

termination

of this

Lease

respect

or

of the

Premises
to

Lessee

agrees

furnish

University termination

with

recordable

document
release

reasonably of this Lease

satisfactory

University

verifying such

and release

or

partial

This

Section

9.4 shall

survive

the expiration

or earlier

termination

of this Lease

39

Section
to

9.5

Removal

of Improvements of
this

Transfer

of Permits
to

and Improvements
extent University

Prior

the

expiration with

or earlier notice
shall

termination otherwise

Lease
Lessee

except

the
as

provides
in this

Lessee
Section

written Lessee

directing following

and except
the

otherwise

provided

9.5

do
all

the

collectively

Restoration
fixtures erected plants
for

Obligations
machinery
or situated

remove

from the Property

of the Plant buildings of every nature

structures

facilities

and equipment
thereon

and other property

foundations

and description and

including

placed fixtures

including

and

footings

additions or

improvements

and other property

installed

or constructed
the

by or

any

sublessee existing

licensee
the

repair any resulting construction or

damage
of

and
the

restore

Property

to the condition

prior to

installation

applicable

Plant

buildings

structures
shall

facilities

fixtures

machinery
all

equipment

and other property

filling

which

restoration clean
fill

obligations properly
in the

include
all

removing impacted by the

to for

debris

from the Property

the

any holes

with

compacting
condition

soil

grading

land

to

smooth
to

surface

and leaving
the

the Land

required
shall

Restoration University

Plans
written

Prior

beginning

Restoration

Obligations
repair

Lessee

provide
activities

plans

detailing Lessees proposed removal approval during with

and restoration
University

Universitys Premises confirm

this in

review

and
to
is

the

Restoration

Plans
of the Plans

may

inspect

the
to

from time
that

time

Lessees
the

performance

Restoration
the

Obligations

Lessee Lessee such

complying

Restoration
for costs
all

and with

terms

and conditions

of

Lease

shall

reimburse University
including Restoration engineer

out-of-pocket Universitys Lessee

costs

incurred

by University and engineers

performing
after

inspections the

of

consultants
shall

Promptly
written

completing

Obligations
certifying that

provide

to

University

certification in

from Lessees
with the

the Restoration
shall

Obligations

have been
with
all

completed
provisions

accordance

Restoration those
relating

Plans
to

Lessee

otherwise

comply

of this Lease

including

reclamation

Except
the items

for

the Plant University

to

may
on

direct in

Lessee

in

writing not to such

remove

some

or

all

of
to

subject

Restoration
shall

Obligations
the

which

case and

identified the

items of

subject

Restoration

Obligations

remain

Property

become

property

University

upon
in

the expiration

or earlier

termination

of this Lease

without

payment

by University
request

Without

any way limiting the immediately preceding

consideration

sentence
such

upon Universitys
bills

and without documents

right
title

further

Lessee
to

shall

execute

deeds
to

of

sale
all

and

other

requested

by University
in

assign convey
Permits

and
those

transfer

University
to

of Lessees

and

interest

and

to

the

and

items

subject

Restoration

Obligations

that

University

decides

may remain on

the Property

Notwithstanding obligation Property eighteen

to

anything the
all

to

the

contrary

in

this

Section

9.5

Lessee

has the

the

right

and
the

remove

Plant

from

the

Property

Lessee

shall

remove

Plant

from

and perform

related Restoration expiration

Obligations

collectively of this

Plant
Lease

Removal
last
if

within of

18

months
being

after

or earlier

termination

the

day
this

such
is

18-month
terminated
six this

period

the

Plant Removal
Material

Deadline
then Lessee

provided
shall

however

that

Lease

because

of

Default

complete
after

Plant date

Removal

within of

months Lease and

not
the

including

December

January
shall

or February
the last

the

of termination

Plant

Removal Deadline

be

day of such

six-month period

40

Notwithstanding

anything

to

the

contrary
that

in

this

Section

95

Lessee
at the

has

the

right

to

remove
is

any stockpiles
or expires or

of mined Materials
if

are located stockpiles

on the Property
within eighteen

time this Lease

terminated of

Lessee removes
termination

the

18
pays

months

after

the the

date

expiration Royalty
for

earlier

of
in

the
effect

Lease

and

ii Lessee
prior to

University or the

Production

at

the

Base
in

Royalty
the of

immediately

expiration
after

earlier

termination
expiration estimate

the

Materials termination
in

stockpiles

prior to

removal
provide

Promptly

date

of

or earlier of the

this

Lease

Lessee

shall

University

with

written

amount

Tons of each type of Material

then

stockpiled

on

the

Property

At Universitys
portion periods

option

in

its

sole

discretion
that

and without
are not
to

any payment by Lessee

to

Lessee

any

of the Plant and any stockpiled described

Materials 9.5 shall

removed

within

the time

above

in

this

Section

be

deemed

be abandoned

by Lessee

and

to

be

the property

of University

Notwithstanding terminated
prior to the

anything date
that

in

this

Lease

to

the

contrary
the
this

if

this

Lease

expires

or

is

Lessee

has
as

completed by

Plant

Removal

and removal
during

of any

remaining stockpiles
that

of mined Material the

all

permitted and/or under

Section

9.5 then

the period
shall

Lessee
to

is

completing with

Plant
its

Removal

removing
this

such stockpiles
that

Lessee

continue the date

comply
such

of

obligations

Lease

existed immediately prior to obligation

that
first

of

expiration Royalty
earlier

or earlier

termination

except

for the

to

continue
after

paying
the date the

Annual
of

Minimum
or

and

Initial

Advanced
of
this

Minimum Royalty
and
all

accrue
shall

expiration

termination

Lease

such

obligations during

survive period

expiration

or earlier

termination
as

of this Lease provided

and be binding
in this

on Lessee and
in

such

and
9.5
date

for such longer use

periods

otherwise

Lease
as

consideration

of Lessees Section

of the Plant Area for Plant

shall

Removal
the Plant

and stockpile Removal Rent

removal

as permitted

by
in

this

Lessee
that

pay

to

University
is

defined
that to

below

effect

on the Rent

this

Lease expires or
shall

terminated

provided
unless Lessee

however
Lessee
fails

the Plant Removal

the

shall

be
or

abated before the

and
the

not be due from Lessee

complete
the

Plant

Removal on

Plant Removal

Deadline
then

if

fails

to

complete
shall

Plant Removal

on or before

Plan the

Removal
date of

Deadline
the Plant

the Plant

Removal

Rent

be immediately
but without

due and payable

intending
to limit to

on

Removal
shall

Deadline
to

For example

Lessees pay
for

obligations
utilities

Lessee

continue

maintain
to

the insurance

required

by

this to

Lease keep

and Real
to

Estate

Tax

Costs

comply

with
to

Laws and Permits

as

the
in

Property
this after
is

free

of liens

keep the Plant Area secure and

indemnify University
to this

provided

Lease
this

The

Plant

Removal Rent owed by Lessee

is

pursuant
to

paragraph

for

the period
that

Lease expires or

terminated

shall

be

in

addition

any Annual Minimum

Royalty upon
Five

accelerated
its

under Section
pursuant
to

9.2c
this

and any Production 9.5 The

Royalty due from Lessee

removal Hundred
after

of

stockpiles

Section

Plant Removal
during the of
first

Rent
twelve

shall

be

Thousand
Effective increase Plant

and Date
in the

No/100 and
shall

Dollars increase the

$500000.00
on each

12
in

months
the

the

anniversary

the

Effective

Date by

percentage
shall

CPI

over ever

immediately preceding

twelve-month
of the

period

no event even
if

the
is

Removal Rent
in the

decrease

on any anniversary

Effective

Date

there

decrease

CPI

Upon
have
the

termination
rights to

of Lessees

right

of possession

pursuant as

to

Section

9.2b
such

Lessee
rights

shall

same

remove

its

Plant

and

its

stockpiles

Lessee

has

upon

41

termination
six

or expiration

of the Lease

and

the Plant

Removal Deadline
after the

shall

be the date
of

that

is

months
right

not

including

December

January

or February

date

termination

of

Lessees

of possession

This Section

9.5 shall

survive

the expiration

or earlier termination

of this Lease

Section Reclamation

9.6

Termination

of

Lease

by

Lessee

If

Lessee
to

has

completed
right to

all

of

the the the

Obligations

and Restoration
pursuant of
to

Obligations Section

subject
is

Lessees

remove Lease Lessee

at

Plant following time of

termination

9.5
or
at

and
the

not in default of

under

this

delivering
this

any

notice

termination

time

termination

then

may

terminate

Lease upon

any of the following

events

Permit the termination within sixty

is

not

renewed
after

and Lessee

gives

written

notice
least

to

University

of
in

60

days

the date of nonrenewal

and

at

sixty

60

days

advance

of the termination

Permit written sixty notice days

to in

is

suspended
termination

for

more
to

than
the

ninety

90

days

and Lessee and

at

gives
least

University

of the

prior

end of such 90-day period

60

advance of the termination

Permit termination within

sixty

is

revoked
after

and Lessee
date

gives

written

notice
at

to

University
sixty

of the

60

days

the

of revocation

and

least

60

days

in

advance

of the termination

Lessee

determines

within the

thirty

30

days

after

issuance

of renewal
as part

of

Permit Permit
the

that

the conditions

imposed

by

governmental

authority gives
at least

or by the written
sixty

EIS
to

of the

are not

reasonable
prior to

or are impracticable

and Lessee and

notice

University
in

of
of

termination

the end of such

30-day period

60

days

advance

the termination

or

Upon
Lessee has
that
as

at

least

eighteen

18

months

prior written
to

notice

to

University
satisfaction
all

if

provided

evidence

to

University

demonstrating Lessee
will

Universitys reasonable
all

of the
that

proposed termination
can
if

date

have Mined

or substantially

of the

Materials the

commercially and reasonably

University

be Mined from the Property upon

Notwithstanding
provides
for to

foregoing

by

mutually
in

agreed

amendment

to

the

Lease

Lessee other University and

all

owned
for

land

the City of Rosemount

at

or in Empire Township

Mining

if

Permits

are

obtained
all

such other land

that

least

one

Lease

Year

prior

to

Lessee Mining
the

or substantially

of the Materials

can be
land

commercially and reasonably

is

Mined from
to

Property

and
to at

if

the

Materials
its

on the

other

of

sufficient for

quality

and quantity Lease

shall

allow then the the

Lessee Lessee Lease

Permits

least

meet

Annual
the

Minimum Royahy
instead

the

duration

of the

Term
for

shall to

not

terminate the

Lease

include
for

other University
shall

and thereof owned land in such

for

Lessee and University

instance
the

amend

cost

of applying

such

other land

be paid

by Lessee

Notwithstanding terminate
this at

anything pursuant
to

in

this

Section

9.6

to

the

contrary during
to the

if

Lessee

desires

to

Lease
time

Sections

9.6a
condition

or

fifteenth

15t1 Lease
of

Year

or

any

thereafter

then

as

precedent

the

effectiveness

such

42

termination termination

Lessee
fee

shall

pay

to

University

on
an

or

prior

to

the
to

date

of

such

termination

the Termination
for the

Fee
if

in

amount

equal the not

the
that

Annual
this

Minimum
is

Royalty

payments
pursuant

due
to

eighteen

18
as
still

months
this

following

date

Lease

terminated

this

Section

acting were

Lease

was

being

terminated

and

such

Annual
for to

Minimum
partial

Royalty

payment

due and
that

prorating
if

the

Annual

Minimum
Plant

Royalty
prior

any
the the

Lease

Year up
days

provided
then

however

Lessee refund

completes
to

Removal

Plant

Removal

Deadline
to

University refund

will

Lessee
of the
that

prorated Termination has

portion

of

Termination Fee
the

maximum
the
if

of one-third

Fee based on
completed
Plant
this

number

of

prior to

Plant

Removal
Plant then

Deadline

Lessee
12

Removal
Lease
is

for example
terminated

Lessee
to

completes
this

Removal
University required

within
will to

months
to

after

the date 1/3rd 1/3rd

after

pursuant but

Section
never

refund

Lessee than

of the of the date

Termination

Fee

University
if

will

be

refund

more

Termination Fee even

this

Lessee

completes
to this

Plant Removal

sooner than

12 months

the

Lease

is

terminated

pursuant

Section

This

Section

9.6 shall

survive

the expiration

or earlier

termination

of this Lease

Section of possession
that
is

9.7

Use of Accrued
pursuant
to to

Credits Section

upon Termination of Possession

If

Lessees

right

terminated

9.2b
may

and there are outstanding

or Annual outstanding

Accrued

Credits

have

not

been applied
to

reduce

Production then
at

Royalty payments
apply

Minimum
Accrued

Royalty
Credits

payments
against
shall

pursuant

Section

3.3

Lessee
the

such

any payments be
entitled

due from Lessee

to

time of such Credits

termination
that

of possession the

but Lessee due from

not

any

refund

of

Accrued

exceed

payments

Lessee

ARTICLE

GENERAL PROVISIONS
Section 10.1

Assignment

and Subleasing

The
personal
into

provisions

of this Lease assigns

shall

extend

to

and be binding
Lessee of
to

upon
shall

the

heirs

representatives

successors

and sublessees of the parties

voluntarily or

not enter the

nor permit

any Transfer

as

defined
in

below

by

operation
right

law

without

prior consent
its

of University
to that

Without
University receive
to

any way limiting Universitys

condition of
its

grant or withhold or license

consent

Transfer

may
one

consent or

to

any

sublease
fees to

on such any

requirement
sublease or

University

portion

the shall

rents

license

payable be

under
to

license

Consent
In

Transfer

not

be

deemed
or

consent

subsequent Transfer
obligation Production

no event Lease
or

shall

any Transfer Guaranty

Royalty
as

relieve

Lessee

any Guarantor

from any
of not

under

this

the

applicable

Universitys

acceptance
shall to

Royalty Annual
to

Minimum
in

or any other

amounts

from any Person

or to be
at

be deemed Transfer

be

waiver Transfer used

in

by University
not
this

of any provision with

this

of this Lease Section

shall

consent
the

any
of

Any As University
mortgage Premises
or

conformity

be void

option

Section
of
all

Transfer
or

means
of

any Lessees

assignment
interest in

transfer
this

pledge
or
all

other

encumbrance any

portion

Lease
of

the or

including

assignment
or license

transfer

pledge

mortgage or other encumbrance

license or concession of
all

any portion

of any sublease

any sublease

or

portion

43

of Lessees

interest

in

the Premises including

transfer

any sub-sublease
interest in

sub-license

or sub-concession or of in the or

any

direct

or indirect than

of

controlling percent

Lessee

or any Guarantor
interests in

aggregate Guarantor Guarantor

its

more
or

twenty-five
sale

25%
of
all

of

the

ownership
all

Lessee

any

any

or other transfer

or substantially
shall

of the assets

of Lessee

or any

Upon
and

Universitys request Lessee

certifying in

deliver

to

University the date

certificate

signed

by no

Secretary has

that

from the Effective

Date

through

of the certificate

Transfer

occurred

violation of the terms

of this Lease

The

provisions

of Section

101a

notwithstanding

Lessee
or

may
is

sublease

or license
shall

areas within be

the Plant

Area

to to

one
the

more

sublessee
as

or licensees

and University
not
in

deemed
Lease

to at

have consented
the time

same
into

so long

Lessee
or license

default

under

this

Lessee enters copy

of
into

the

sublease sublease or

Lessee University

provides
at

written

notice

and

the the
to

proposed
sublease University execute

or license to

least thirty

30

days before

entering or

license

and

provides the date

copy

of

the

fully

executed

sublease sublessee

license or

promptly
to

after

signed

Lessee

and
the

the

licensee

and deliver
to

University
in

prior to

entering into

applicable hereto
if

sublease

or license
all

Consent
appropriately license licensee entered

Sublease

the

form

of

Exhibit

attached

with
the

blanks
is

completed
than

and with

appropriate

conforming
to
its

changes

transaction sublessee
to

rather

sublease
with
all

each
its

Consent
under
the

Sublease
respective or

the

or

complies
into

of

obligations

Consent

Sublease

with

University Permits not

and Lessee and with

the uses terms

sublessees

licensees

use

complies

with
or

all

Laws and
does

permitted or

under Article
that violate

and the sublease

the terms

license

include

any

conditions obligation

and

conditions or licensee sublessee University sublease licensee sublease the sublease

to

of this Lease not or

as to violate

includes

continuing

on Lessee and the sublessee and

Section the the the requires the
7.2

any of the terms

to

or conditions insurance

of this Lease
in

licensee additional
is

maintain

the

described with
the

naming

insured
least

and

to

comply

Section

7.3

term of the
sublessee or

or license
will

at

one day shorter than

Materials
directly

Lease

Term
throughout University fees or

be

user of the

or indirectly the same

rent to

term of the
its

or license sublessee or license

and Lessee
or licensee

can demonstrate
is

upon
charges 4.9

request
the

not

charged

or

other

under
with

and
to

the bond

or other security required or installed

as

by Section
the

respect or

the

Improvements
has

be constructed

by or for

applicable

sublessee

licensee assign

been provided
not collaterally

and maintained assign

satisfied
its

required by Section so long

after as
all

4.9

sublessee

may

but

sublease

of the

requirements with
the

of this assignee
that

paragraph

continue

to

be

before

and

the

assignment including
with

the

satisfying the obligations the assignee

to
all

and requirements

of the sublessee

obligation

execute

and deliver
prior to

new
the

Consent

to

Sublease

conforming
University

changes
receive

acceptable copies of

University

applicable

assignment

and

that

assignment documents Each Lease

as

ii

sublessee or

or licensee using

by entering any
portion

into

sublease the

or license as
shall

permitted

by

this

by

otherwise

of

Premises

be
as

deemed

to

have agreed
to

follows

and

each

sublease

or license shall University

expressly provide
for

such

waive any present

or future

claims

against

loss

damages

or

44

liability

arising

in

connection

with

the condition thereof

to

of the Premises

matters
to the

relating

to

the

security
to

of the

Premises

or the lack or

interruption of utilities
facilities

Premises injury goods

supplies
to

any person
other

and

loss

damage
of of

any equipment
sublessee or

fixtures
if

or

personal or

property
act

said

licensee
to

even any

attributable to

the

negligence University special

wrongful

University
incidental

waive

right for

recover

from

any consequential
indirect

damages

damages damages
of any sublessee
in

loss

of revenue
to

damages
if

damages
has
to

or damages
to

similar kind or nature or licensee

in the

the or

extent
licensee against loss
in

any may

University look
solely

any

liability

such

sublessee

Universitys equity
to

the

Property

satisfying

any claim from any

University

and

indemnify

defend

and hold

harmless University
or licensee

damage

or liability with such

caused or incurred by such sublessees or licensees

use

sublessee

or by University

connection

of the Premises

iii

For or

each Transfer

that to

requires Universitys prior pursuant

to

written
all

consent Transfer

except

subleases
shall

licenses consented

Section

10.1bi

documents

be pre-approved

by University

iv and costs
including incurred

Lessee

shall

reimburse
in

University with

for

all

reasonable

attorneys

fees

by University
license

connection

any

Transfer defined

or proposed Transfer
in

any

sublease

Leasehold

Mortgage

as

Section

10.20

or

other mortgage

pledge

assignment or encumbrance

With
or substantially
all

respect

to

transfers

of ownership

interests

in or the

sale

of

all

of the assets

of Lessee or
transfers

either

Guarantor

The
will in

following not

of ownership

interests will

in

either the

Guarantor
restriction

require Universitys

consent
to

not violate
indirect

Section

10.1a
interest

relating in either

direct

or

transfer

of the not

controlling

Guarantor
in

will not

count

against

25%
result

cap
in

on an

transfers

described of Default of the

Section
this

10.1a
Lease

and

will

Event

under same

transfers transfers

between
existing

existing

owners
to

entity family

from and
estate-

owners

their

respective
for

members

transfers

from existing

owners

usual

and customary

planning

purposes
of ownership Universitys
relating in

Transfers not

interests

in

Lessee between
not or
violate indirect

Guarantors
the restriction

will in

require

consent
to

will

Section

10.1a
interest

direct will

transfer

of

controlling

Lessee
in

not

count and

against
will

the

25%
in

cap
an

on

transfers

described

Section
this

10.1a
if

not

result

Event

of

Default

under
all

Lease

Guarantor
interests in

Acquiring
Lessee held
will

Guarantor
by another
agree
to

acquires

of the ownership

Guarantor

Selling Guarantor
Guarantor
such
all

then

University under the

in

release

Selling extent

from

its

obligations
arise after

the date

Guaranty
Selling

to

the

obligations of
its

first

Guarantor

transfers

ownership

interests

Lessee

45

to

Acquiring

Guarantor
satisfaction

if

Acquiring on

Guarantor

demonstrates of

to

Universitys
financial

based
of
as

Universitys review Guarantor

such
in

information with

Acquiring University
is

prepared
that

accordance worth

GAAP
below
10.1
to to the

may
equal

require
to the

the

net

of Acquiring defined

Guarantor and

at

least

Transfer

Net

Worth as
to

Subject withhold or
either

Sections consent

Li iii and
transfer

iv

University
interests to

will in

not

its

of ownership
third
all

Lessee
sale

Guarantor
of
all

an

unrelated

party or
the
assets

the

or or an
this

other
either

transfer

or an

substantially unrelated
if

of

of Lessee including

Guarantor
of

to

third
is

party not
in
if

not

assignment Lease
party
in
its

this

Lease

Lessee

default

under

at

the

time the

of such

transfer

or sale
as

and

the unrelated

third

satisfies

following

criteria

determined
the

by University
third

sole but

reasonable
its

discretion
to

unrelated
the

party

demonstrates reclamation

commitment

continue
for at

mining

and

activities

on the Property
third

the remaining the time

to

term of the
the

Lease
transfer

the

unrelated net

party
at

of the

proposed Net on

has
as

worth
to

least

equal

Transfer

Worth

demonstrated
such
in

Universitys

satisfaction

based

Universitys review
third

financial

information with

of
as

the

unrelated

party prepared or has

accordance net

GAAP
as to

University

may
by
an

require opinion that

five

sufficient

worth

demonstrated University
the are

from an auditor reasonably

after

acceptable

stating

immediately Lease

such

transfer

and throughout
the Guarantors
will

following

Years be expected

Lessee
to

and remain
in

and
to

can

reasonably
their

solvent ordinary respective

in

be able and

operate

respective
assets

businesses
to

the

course

will

have
this

sufficient

perform

their

obligations

under

Lease

and the Guaranty as defined

Seetion

10.21

as

and when and

the

such obligations
iinrehted thdustry
third

become due prtv tain

If
all linc

hereunder

and thereunder
in

ciiffirienf

experienre

the

cravel

minimr
with

or

will

orpun
consents substantially then University

eamanagement
to transfer
all

team

such experience
interests

University or

of ownership

in
to

or
this

of the

the

assets

of
third

Lessee
party
in

pursuant
shall

paragraph
to

unrelated

execute of the

and deliver Guaranty

guaranty

agreement

the

form

with

any

non-substantive prior
shall to the

conforming
date
to

changes
transfer

University

deems

necessary
third

of

the

ii the
as

unrelated defined
in

party

be

deemed
if

be

Guarantor
involves the

this
all

Lease
of the

and

iii

the

transfer

transfer in

of

transferring

Guarantors
shall

ownership
released

interests
its

Lessee

the

transferring Guarantor
to the

be

from

obligations
arise after

under the Guaranty

extent

such

obligations

first

the date of the transfer

46

So long

as

Cemstone Inc

Products

Company
continue
to

Cemstone
collectively

and Ames

Construction

Ames
to

own

50%

or

more
in

of the

ownership
continue

interests

both

voting

and

financial

rights
as either

Lessee

and
or

be
to

Guarantors

or

so

long

Cemstone
to

Ames

continues
if

own such ownership

that

interests to

and
such
to

be

Guarantor
interests

the

entity

continues

own

ownership
Universitys
financial

and

be based on
in

Guarantor Universitys accordance

net

demonstrates review with such of

satisfaction information

such
as

prepared
that the

GAAP
entity
is

University continues
least to

may
to to

require

worth

of

that at

own such ownership

the Transfer

interests

and be

Guarantor and Ames

Lessee
to that

equal

Net

Worth

Cemstone
in

may
third

Transfer party Person

up

50%

of the ownership

interests

without

Universitys consent
twenty-five either
to

provided

however
or

any
the

acquiring
interests

percent or

25%
financial guaranty

more
in

of

ownership
shall

voting

rights

Lessee
in the

execute

and deliver Guaranty

prior

University

agreement

form of the

with any conforming

to

changes
at

University

deems necessary
such
this

the date
to

of the

Transfer

which

point

Persons
Lease

shall

be deemed

be additional

Guarantors

under

vi withhold
collateral
its

Subject
to

to

Sections

1O.1biii
of the

and

iv
is

University

will

not

consent

Lessees

assignment

Lease
if

not

including not
in

mortgage or

assignment of Lessees leasehold

the time of the

interest

Lessee
satisfies

default under this

criteria as

Lease

at

assignment and
in to
its

if

the assignee but the

the following the

determined
demonstrates Property

by
its

University

sole

reasonable

discretion

assignee

commitment
the

continue

mining and reclamation

the equal
to

activities at

on
of

the the as

during

remaining has

term of
net

the
at

Lease
least

assignee
the

the

time

proposed

assignment
to

worth

Transfer

Net
of such

Worth

demonstrated
information require or

Universitys
the

satisfaction

based on Universitys review

in as

financial

of

assignee
sufficient to

prepared
net

accordance demonstrated that

with

GAAP
after

as

University

may
and

has

worth

by an

opinion

from an
such

auditor

reasonably throughout reasonably businesses respective

acceptable the

University
five to

stating

immediately and the

able
to

transfer are

following expected
the

Lease

Years
solvent

assignee
will

Guarantors operate
assets

and can

be
in

remain course
this

be

their to

respective
their

ordinary under

and

will

have

sufficient as

perform

obligations hereunder industiy

the arise

Lease

and the Guaranty

the
ui in

and when
sufficient

such

obligations
in

become due
giavel

and thereunder
ui will jetain

assignee
in

has

experience

the

mining

put

place
all

management
Lessees
if

team

wilh

such
the

experience Lease
the
that

assignee

assumes
the date net

writing

of

obligations
is

under

from and

after

of assignment

the assignee
to

Guarantor Net Worth

of the

remaining Guarantors
if

have
not

worth

at

least

equal or

the

Minimum

and
assignee
in

the

assignee

is

Guarantor

such

direct to

indirect

principals
guaranty

as University

may

desire execute

and deliver
non-substantive

University

agreement
University

the

form of the Guaranty with necessary

prior to

any
of

conforming
at

changes
such

deems

the

date

the

assignment

which

point

principals

47

shall to

be deemed

to

be

additional

Guarantors under
to this

this

Lease
to

Upon

Universitys consent
assignee
that

an

assignment of the Lease pursuant

net worth equal
to at least

paragraph

non-Guarantor
to

has

the Transfer

Net Worth
of such

as demonstrated

Universitys
in

satisfaction

based
with

on

Universitys review

financial

information prepared
will agree
to this the

accordance Dakota

GAAP as University may require Aggregates LLC Cemstone and Ames from
respectively
to

University
their

release

obligations
first

under
after

Lease
of

and the Guaranty

such

the extent

such

obligations

arise

date

assignment
vii

As used
Fifteen

in

this

Lease

the term

Transfer Net

Worth

means on
Net

the Effective

Date

Million

and No/100

Dollars

$15000000
period

the Transfer

Worth
in

shall

increase on each anniversary over

the

of the Effective

Date by the percentage

increase
in

the

CPI

immediately preceding Net Worth ever

in

twelve-month
decrease

provided however

no event

shall
if

the Transfer there

is

on any anniversary

of the Effective

Date even
Section

decrease

the

CPT
Beneficiary
is

10.2

Agency

Third-Party

UMore

Minnesota The

limited
shall

liability

LLC

be

company deemed to be Universitys and

subject
to

the

LLC

Development

LLC
notices

wholly owned subsidiary

solely for purposes of

of University giving
to

agent

approvals
receiving

consents notices required permits

Sections

9.3b
subject

and 10.12
to

written

waivers
written the
in

Lessee

and from

approvals

consents

and

Section

10.12
that

waivers

Lessee
building

as

or permitted or other Lessee

by

this

Lease provided
permits issued notice

however
by

LLC may
its

not issue
as

licenses

or

University

capacity

governmental
that

entity

may

rely on
as
if

any

such

approval

consent

or written

waiver

Lessee receives

from

the

LLC

the

same came
this

directly

from University and Lessee

the notice the
shall to the

may
as

satisfy

any requirement
in

to

give

notice

under

Lease by delivering
to the this

LLC
does

provided

Section

10.3

Notwithstanding

anything under

contrary

LLC

not

assume
for

any of Universitys obligations

or liabilities

Lease and

not be

responsible the
that

the

same
of the

at

any time during

described apply
in this

the

Lease

Term
to

University written

may
notice

unilaterally
to

terminate provided given

after

agency
such

LLC

Section

by providing
notices
Initial

Lessee

termination

shall

only with
all

respect

approvals

and consents

the

date of such

termination

Production

Royalty

Advanced
under
this

Minimum
Lease
shall

Royalty Annual
be paid
to

Minimum
10.2

Royalty and other payments

the

made
be

by Lessee
to

the

order of University and

LLC

shall

entitled

the benefits of Sections

3.8 6.2 6.3 7.4

right to

and 10.3

of

this

Lease

as

third-party

beneficiary

and

shall

have

the

enforce

Lessees obligations

thereunder

Section
this

10.3

Notice
written

Contact

People
to

Any

notices

required or authorized party

at

to

be given

by

Lease
as

shall

be

in

form

addressed
to

the proper

the

following

address or such
this

addrcss

thc party

shall

havc dcsignatcd

thc othcr party in accordance

with

Scction

If to

University

UMore
Attn 230

Development

LLC
Center

Chief Manager

McNamara

Alumni

200 Oak Street S.E Minneapolis

MN

55455

48

With

copy

to

University Office

of Minnesota

of the General Transactional

Counsel
Services Center

Attn

Law

Group

360 McNamara

Alumni

200 Oak Street SE Minneapolis

MN

5545 5-2006

If to

Lessee

Dakota

Aggregates

LLC Blvd
Suite 300

do Tim Becken
2025 Centre
Pointe

Mendota Heights
With copy to Cemstone

MN

55120

Products

Company

do Tim

Becken
Pointe

2025 Centre

Blvd

Suite 300

Mendota Heights
With copy to

MN
Inc

55120

Ames

Construction

do Shawn Dahi 2000 Ames Drive

Burnsville

MN

55306

All notices of

shall

be given
proof

by
of

personal

delivery

electronic or

communication
mail
shall return

capable
receipt

producing
or

printed

transmission express courier

at

registered service

certified

requested
shall

overnight

or other
the

All notices address

if

be

effective

and

be deemed given hours

receipt

on
if

date

of receipt during

the principal business

received next

during

normal day

business following party

and
or
its

not

received

normal

hours

on the

business

if

by electronic
for

communication
purposes

on

the

date of such communication

Either

may

change

address

notice

by notice

properly

given

Without
or limiting the

limiting the notice

requirements
in

with

respect 6.4

to

notices

set

forth above
in this at

in

this

Section

requirements
the parties in

Section be

or
to

elsewhere

Lease

day-to-day
nr to

communications

between

may

directed

Tim Becken
to in

651
to

688-9292

Shawn
at

Dahl

at

952

435-7106
to

the case Lott

at

of communication

Lessee
the

and
of

Chuck Muscoplat
communication
to

612
to

624-5387
Either

or

Steven

651

423-2455
of
its

case people

University notice

party

may change

either

or both

contact

by providing

written

the other party as provided

in this

Section

Section casualty Lessee

10.4
shall

Casualty

If

the

Premises

are

damaged

or

destroyed not

by

fire

or

other or

promptly notify University

Unless
to

University

shall

be obligated

to

repair

restore any repair

portion restore prior

in

of the Premises the

to

University

and Lessee same Such

to

otherwise
in

agree Lessee which

they

shall

and

Premises such

substantially or destruction

the

condition repair plans

were
be

immediately accomplished Lessee

will

damage
with
all

and

restoration

shall

compliance
an

Laws

and

pursuant

approved

by

University

not

receive

abatement of amounts

due under

this

Lease

Following damage

by

49

fire

or other casualty

Lessee comply

shall

take

all

appropriate

steps

to

maintain

the security
relating

and safety of

the Premises

and

to

with

all

Laws and

other legal

requirements

thereto

Section material operation authority

part

10.5 of the

Condemnation Premises business

If the
is

If

all

of the Premises are the

Taken

as

defined

below

or

if

Taken
this

and

remainder

is

insufficient as

for the date the

reasonable

of

Lessees

then

Lease

shall

terminate

of the

condemning Lease
is

takes

possession
shall restore

Taking
Premises
to

as
to

defined

below
as

occurs

and

this

not the

terminated Lessee
condition
shall

condition

near as reasonably
for

possible

to

prior to

the

Taking
to

provided any

the extent of

necessary Universitys
shall

such

restoration

University
that
is

make

available
to

Lessee

portion

condemnation amended

award

attributable

Lessees

Improvements
to this

and

this

Lease

be

appropriately request
shall

If this

Lease
the

is

terminated

pursuant

section
all

Lessee

upon

Universitys

demolish
to the to to

remaining Improvements
that
it

remove

debris from the Property and restore or installation restoration

the Property

condition the extent

was

in

prior to such

the construction demolition

of the Improvements University

that
is

provided
available
to

necessary portion

for

and

shall

make

Lessee

any

of

Universitys

condemnation
for

award
shall

attributable to

Lessees Except
for

Improvements
the

The compensation awarded

to

Taking
entitled

belong hereby

University
all

any relocation benefits condemning

University possible of
this

which Lessee
to

may

be

Lessee claim

assigns
to

claims

against

authority

University
shall for

including
in

any

relating

Lessees
so
as to

leasehold achieve the or

estate

and Lessee
settlement

cooperate both
in

any condemnation
This section terms

hearing survive

maximum
termination acquisition

parties
this

shall

the

expiration

Lease As used
authority
in

Section

the

Taken

and

Taking

mean
by

by

public

other than University having the power

lieu

of eminent

domain

condemnation

or conveyance

of condemnation

Notwithstanding anything any taking

the

to

the

contrary

contained

in

this to

Section
the

10.5

with

respect

to for

of the Plant

Lessee

not University constructed

shall

be

entitled as part

compensation

awarded

Plant and

any Improvements
Plant

by Lessee

of the Plant

but

not

for

any of the

land within

the

Area
to

Notwithstanding anything
terminated
as the as result

the contrary

contained

in

this

Section

10.5

if

the

Lease

is

of this Section authority

to

and
then

if

the Plant

and stockpiles have

the in

of Materials
to

have not been

the Plant and

Taken

by

condemning provided

Lessee

shall

right

remove

stockpiles

and subject

the terms

and conditions

Section

9.5

This

Section

10.5

shall

survive

the expiration

or earlier

termination

of this Lease

Section time
to

10.6

Lessees
shall

Certificate.

Within ten

10

days
to

after

Universitys request from

for the benefit such of

time

Lessee
third

execute

acknowledge by

and deliver
or

University University
full

University

any
an

partyies
certificate if

named

University
that
all

both
is

and

third

partyies

estoppel

certifying
setting forth

this

Lease

in

force and

effect

and has

not been modified

or

modified

modifications Advanced and

the

iii the date

to

which

the

Production

Royalty under
this

Initial

ii the Commencement Date Minimum Royalty and Annual

amount
in

Minimum

Royalty
there

have
are

been
then

paid

Lease by

thereof the

then

payable
of
its

iv

whether

any

existing
if

defaults

University defaults

performance
the nature

obligations

under

this

Lease

and

there are

any such

specifying

thereof

50

that

no notice
except
to
all

has
to

been received

by Lessee of any default under

in

this

Lease which

has

not been with such

cured
respect

as

defaults

specified of the
is

the certificate

vi
the

whether Lessee has

of the person

any options
executing of Lessee
third

or

any

portion

Premises

vii
to

capacity

certificate

and
other

that

such person

duly authorized requested

execute

the same

on behalf such

and

viii
except

any
for

information

reasonably regarding

by

University

and/or

partyies

financial

information

Lessee and Guarantors

Section

10.7

Non-Business
or
if

Day

Deadlines

If

date

for

notice

performance be extended weekend

or to

payment
the next

falls

on

holiday

weekend
notice

the time for performance or payment

or payment occurred

shall

business or after

day

and

performance

has
it

on such
to

or

holiday

500 p.m
day

Central

Time on any

business

day

shall

be deemed

have occurred

on the next business

Section

10.8

Memorandum
acknowledge

of

Lease

On
its

the

Commencement

Date

University

and

Lessee
attached

shall

execute the

and deliver

Memorandum
at

of Lease in the form of Exhibit record the

hereto

Memorandum Lessee
County
the
real estate

cost

shall the

Memorandum
Date
or

in

the

appropriate provide termination termination

in

Dakota copy
of of
this

records

promptly
to

after

Commencement Upon
the

and

shall

recorded

Memorandum
and
shall

University
shall

expiration

earlier

Lease

University

Lessee be
in

execute

acknowledge
shall

and

deliver

of the

Memorandum
Dakota
This

which

recordable

form
shall

promptly be recorded be
reasonably of this

the

appropriate
to

County

real

estate

records
the

and

otherwise

satisfactory

University

Section

shaH

survive

expiration

or earlier

termination

Lease

Section

10.9

Headings

Exhibits
are

The

headings

of the

Sections

of

this

Lease

are

for

convenience
exhibits

of reference
to this

only and

not

part of the substantive

into this

provisions entirety

of

this

Lease

All

attached

Lease

are

incorporated

Lease

in

their

Section

10.10

Interpretation

As
shall

used

in

this

Lease

the feminine

masculine and neuter

refer to

or

neuter and

pronoun
the

and

the

singular

number

include

the
to

masculine

genders

singular

and plural number

of
this

references

Articles

and Sections

the

Articles and
like to

Sections including examples person form

of

respectively without
rather

Lease

the

words

include
specific

including

and the

mean
to

limitation than
to

and when

followed

by any and

items
an

are

deemed
includes

refer

be words
corporation or

of limitation limited This

the

word

Person
the

natural

partnership business

liability

company
shall

association

and any
or

other
earlier

association

entity

Section

survive

expiration

termination

of this Lease

Section deliver such

10.11

Further

Instruments
as

Each
other

party or

shall
its

from

time

to

time

execute request

and
to

turther

instruments of this Lease

the

party

counsel

may

reasonably

effectuate

the intent

Section
entire

10.12

Entire

Agreement
all

Amendments
agreements

Waiver
between
shall

This
the

Lease
parties

constitutes
relating to

the

agreement

and

supersedes

prior

the

Premises

No amendment
writing and executed

or modification

of this Lease Failure

be

binding
to

on

either in

party

unless

made

in

by both

patties

of either

party

insist

any one or more

51

instances or to

on

the

strict

performance

of any term

covenant
in

condition
this

or obligation
shall

of this Lease
as

exercise

any right remedy

for to the

or election future

contained

Lease

not be construed

waiver

or relinquishment or of the
in full right

of the

performance remedy

of such

term covenant
but the
act

condition
shall

or

obligation

exercise

such

right
to

or election

same

continue

and remain

force and effect

with

respect

any subsequent breach

or omission

This

Section

10.12

shall

survive

the expiration

or earlier

termination

of this Lease

Section parties
that

10.13

Choice

of

Law

Construction
shall

This

Lease
for

was

drafted

jointly

by

the

and no provision

of this Lease provision

be interpreted Lease
shall

or against

any party on the basis

in

such

party drafted such of the State

as

This

be construed
in
all

and enforced

accordance
in
all

with

the laws

of Minnesota
to
its

The
fair

language meaning

parts

of this Lease

shall

cases

be construed

whole according

and not

strictly for

or against

either

party

This

Section

10.13

shall

survive

the expiration

or earlier termination

of this Lease

Section or more
constitute

10.14

Counterparts Electronic each of which

the
shall

Signatures

This
original

Lease may be executed and

all

in

one
shall

counterparts

be

deemed

an

of which facsimile

together or

one and

same

Lease

This

Lease

may

be executed

by

electronic

signatures

Section
dealt

10.15

Brokers

Each
broker

party

represents

and warrants
with
this

to

the

other

that

it

has

not

with
to

any commissioned indemnify

the with

or finder in connection hold the other

to

Lease any

Each and

party hereby
all

agrees
liability

defend

and

party

harmless

from

claims
dealt falsity

or
in

for

commissions
this

or fees
for the

payable
all

any broker

or finder with

which

it

has

connection

Lease

and
it

any and
first

other loss

or damage

resulting

from the

of

the representation

made by
10.15

in

sentence

of this Section

This

Section

shall

survive

the

expiration

or earlier termination

of this Lease

Section condition

10.16

Independent

Covenants
in this

Each Lease

covenant be deemed

agreement

obligation
as

term
separate

or other provision

contained

shall

and construed
the

and independent

covenant
of

of the party bound

this

by

undertaking

or making

same

not

dependent
terms

on any other provision

conditions
set forth in

Lease

unless
shall

otherwise

expressly
the

provided Lease

All of the unless

and

this

Lease

apply

throughout

Term

otherwise

expressly set forth

herein

Section

10.17

Severability

In

the

event

that

any

part

of this Lease such provision

shall shall

be held

to

be

invalid or unenforceable

by

court of competent jurisdiction extent permitted

the

be reformed
it

and enforced
shall

to

the

maximum
this

by law

If

such

provision of
this

cannot

be reformed be valid

be severed

from

Lease

and

remaining portions

Lease

shall

and

enforceable

Section principal

10.18

Relationship partnership

of
joint

Parties venture

This or

Lease
other

does

not

create

the

relationship University

of

and

agent

association
that

between
of lessor

and

Lessee

the sole

relationship

between

University

and Lessee being

and lessee

52

Section
this fails

10.19

Liability of University gives within not

in

University written period notice

shall

not

be

deemed
the

to

be

in

default

of

Lease
to

unless the

Lessee
default
shall

University

specifying

default

and University
of

cure

reasonable

following with

Universitys respect
to

receipt

Lessees
of

notice
this shall

University

have any personal

obtaining

liability for

any of the provisions

against University claim
to

Lease
look

and

Lessee
the

any judgment
in

monetary
for

damages

solely to

equity
If

of University University period of has

the

Property

the

satisfaction

of any
failed

by

Lessee such
and/or

against

University the

defaulted

under
then

this

Lease

and has
seek
that

cure
relief to

default
specific

within

time

described

above

Lessee
this

may
Lease

injunctive

performance IN

Universitys

obligations

under

are necessary

NO EVENT WILL UNIVERSITY BE LIABLE FOR ANY INDIRECT cure CONSEQUENTIAL INCIDENTAL LOST PROFITS OR LIKE EXPECTANCY DAMAGES
the

breach

ARISING OUT OF THIS LEASE

This Section

10.19

shall

survive

the expiration

or earlier

termination

of this

Lease

Section

10.20

Encumbrances

and Leasehold Mortgages

General
Universitys sublessee otherwise or express

Restriction

Except
consent
as

as

provided
in

in

this

Section

or

except nor

with

prior written
shall

provided

Section

101

neither
collaterally

Lessee

any
or

licensee

mortgage
it

pledge
in this

collaterally

assign

transfer

encumber

any

interest

may have

Lease or the Premises

Rights Notwithstanding sublessees

of

Lessee
to the

Affiliated

Sublessees
in this

and
or
in

Asphalt Section

Plant

Sublessees Lessee
that the

anything

contrary an

Section

10.1

named on Exhibit
the three Sublessees

each

Affiliated Plants

Sublessee

and the
Plant

sublessees

own
as

and operate
such

Permitted

Asphalt

the Asphalt

Sublessees

so long

Affiliated in

and Asphalt
the terms

Plant Sublessees

are actually of this Lease

subleasing

portion

of the or

Premises approval

accordance

with

and conditions and encumber

may

without

the consent

of University

mortgage

pledge

the following

their

respective

buildings

equipment

machinery excluding
that in

furnishings physical
constitute site

trade

fixtures

other
as

fixtures

and leasehold
utilities

improvements
wells

improvements
their

such

roads
portion
their

water

and landscaping
respective loaders

and form

respective

of the Plant

i.e

their

plant

the Plant

Area and
including mining

machinery

including

and

backhoes

equipment

equipment

and vehicles

on the Property

provided
Property recording subject
to

however
in

that

copy
with

of any document such financing holder of

that

is

recorded provided

against
to

all

or any portion

of the
after

connection

must
such

be

University or

promptly

of the
all

same

and

that

any

mortgage
9.5

pledge

encumbrance
to

will

be

Lessees

removal

obligations trade
in
its

under Section
fixtures
sole

with

respect

any such buildings improvements

to

machinery
vehicles

equipment
at

furnishings

other

fixtures

leasehold

and

and

Universitys option

discretion

and without

any payment

Lessee
trade the

any sublessee
fixtures time

or any

such holder any such

leasehold
in

buildings and/or

machinery
vehicles
to

equipment
are

furnishings

other fixtures described

improvements
9.5
shall

that

not removed
to

within

periods

Section

be deemed

be abandoned

and

be the property

of

53

University
Affiliated Property

Notwithstanding

the not

foregoing the Asphalt mortgage

Asphalt pledge Plants

Plant

Sublessees except any

of
their

those plants

who
on

are the

Sublessees
for

may

and

encumber

except

their

Permitted

Rights Section Plant or in Section

of

Other any

Sublessees
sublessee

Notwithstanding
other than
in

anything

to

the

contrary

in

this

10.1
grant

the

Affiliated Sublessees without the consent

and the Asphalt

or approval of

Sublessees

may

security

interest

the following

University

its

vehicles

its

machinery

equipment
its

and trade

fixtures

located

in

its

respective
if

portion

of

the

Plant

i.e

in are

respective

plant or otherwise

on the Property
Statutes

such

machinery

and and
other

equipment
if

not fixtures
filing

as

defined

by Minnesota

336.9-l02a4l
or
in

no

fixture

as

defined statement

by Minnesota
will

Statutes against

336.9-102a40
the Property

document
with such

or financing security

be recorded

connection

interest

Nothing

contained

in

this

Section

1020c

shall

be deemed

to

limit

the

rights

of

the

Affiliated Sublessees

and Asphalt

Plant Sublessees

under Section

10.20b
anything
in this to

Leasehold Mortgage
this

In

addition

and notwithstanding
its

the contrary
as

in for

Section

or

in

Section
to

10.1

Lessee

may mortgage
operations

interest

Lease on

security the

indebtedness

obtained

finance
if

Lessees

and

Improvements

Property not

Leasehold
unreasonably

Mortgage
withheld

Lessee obtains
least shall thirty

Universitys

prior written

consent which
proposes
to

shall

be any

At

30

days

before with

Lessee
written

enter

into

Leasehold Mortgage consent which

notice

Lessee
shall

provide

University
the

notice

requesting
the

Universitys
address within
final

include

copy of

Leasehold Mortgage the

and

name and Also

for notice
thirty

purposes days
after

of

the

mortgagee

thereunder

Leasehold
shall

Mortgagee
deliver
to

30
of
its

recording

Leasehold Mortgage Lessee Mortgage

in In

University

recorded

copy

of the
title

Leasehold
or interest
shall

no event

will

University

subordinate

or subject

any

right

or to

the

Property
to

or this

Lease

to

any Leasehold Mortgage

title

and no Leasehold Mortgage

to

be deemed

encumber

Universitys right Mortgage

or
to restrict

or interest be

in

or
to

the

Property

or

any

improvements

thereon

No

Leasehold Lease

shall

deemed

amend
under

or modify
this

any of the terms

in

or conditions
conflict

of this

Universitys
of

rights

Lease and
the

the event

of

any

between

the

terms

and conditions

Leasehold
shall

Mortgage
control

terms

and conditions

of this Lease

the terms

and conditions
of any default

of this Lease or Event

Without
this

limiting the foregoing University

this shall

upon

the occurrence
to

of Default
to

under

Lease under

have the any

If

right

exercise
to

all

rights

and remedies
of such of the
to

available or Event

University Default of
to

Lease

without

obligation Lessee
will

provide

notice

default

of

any Leasehold Mortgagee

then

has use

notified University

name and
such

address

Leasehold Mortgagee
notice notice of
to

University

good

faith

efforts

provide

Leasehold
failure to

Mortgagee
provide such

any

Material

Default

provided
shall

however
result in

that

Universitys
liability to

any Leasehold Mortgagee

or
limit

not

any

Lessee or any under

this

Leasehold Lease

Mortgagee

or

minimize any have

of

Universitys
than

rights

or

remedies portion

No

Leasehold Mortgage

shall

term longer

the remaining

of the Lease

Term

54

Restriction

on Mortgage
written or

Assignment
as

or Encumbrance
in

of Sublease

Except

with

Universitys express mortgage

portion
collaterally

prior assign

consent

provided
its

Section
in

10.1 any

no

sublessee of
all

may
or

otherwise

encumber

interest

sublease

any

of the Premises

Restriction

on Mortgage

of

Improvements
as

Outside Section

of Plant

Area

Except

with

Universitys express
sublessee has
the

prior written
to

consent or grant

provided

in

10.1

neither

Lessee
or

nor any
lien

right

create

any

mortgage

pledge

security

interest

on

Improvements

located

outside

of the Plant

Area
be deemed
the Property

No
subordinate

Subordination any
of
its

In

no event
title

shall

University
in

to

have

agreed
to in

to

or subject

right

or interest security

or to or

or this Lease described

any
this

mortgage
Section

pledge

collateral

assignment

interest

encumbrance

10.20

Section into
this

10.21

Guaranty
shall

As

additional

consideration

for

Universitys
the

agreement

to

enter
to

Lease

Lessee
to

cause

Cemstone
guaranty with

and

Ames
in

collectively

Guarantors
attached of
this
it

execute

and deliver

University

agreement Lessees

the form of Exhibit

hereto
If

the

Guaranty
fails to

contemporaneously
the fully executed
this

execution

and delivery
the Effective
all

Lease
shall

Lessee

deliver

Guaranties

on or before
in

Date

be an
to

automatic University

Event of Default
University

under

Lease and

addition

to

other remedies
to

available

may
Right

terminate

this

Lease upon written

notice

Lessee

Section

10.22 of
first

of

First

Refusal
to

During

the

Lease

Term
Park

University

grants

to in

Lessee
the

right

refusal

with

respect acres

any
of

lease for mining sand

and gravel

on any land

remaining

approximately 3250
land such
offers
if

Universitys
purchases the

UMore
the of

property

or

on

the

Carroll-Heinen
shall

University land the

to

subsequently
third to

Carroll-Heinen

land

University
until shall

not

lease
first

party
as

for

purpose
in this

mining sand The

and gravel
of lease the

University contain an

lease

Lessee

described

Section
of the After

offer

outline duration
to

of

all

of the relevant

terms

and conditions
to

lease
receipt

including of the
If

royalty

payments
shall

and description

of the accept

land

be leased
the

offer

Lessee
the
faith

have up
in

thirty

30
lease

days

to

or reject the

outline
shall

of lease
thereafter the

Lessee
in

accepts

outline negotiate

writing
definitive
if

within

the

30-day

period
If

parties

attempt

good
the

agreement
are

Lessee
to the

does agree

not
to

accept

outline

within of

30-day

period or
lease lease lease

Lessee

and University
ninety during

unable
after

the terms

and conditions
first

definitive the offer to

into

agreement within
to

90
the

days

date that

University

provided

Lessee
third

then

following
that

twelve-month
to

period University

may

enter

with

party for the land

that to

was subject

the offer on conditions

to

including

duration

and royalty amount

in

are not

materially more provided

the lease offer to shall

favorable

the third party than

after the

those expressed

the written
the

offer that

lease initially subject

to

Lessee
be
to free

and ii
of the

end of such
refusal

2-month
in

period
this

land

was

right of for

first

described

Section

and University
without notice
to

may
against

the

land

any

party

any

purpose
rights

and

under
in

any
this to

conditions Section

Lessee any

No

document

memorializing
University benefit

the

granted

shall in this

be recorded
Section

property
to

owned by
and
shall

The any and

to the third

rights

granted

Lessee any have

are personal

Lessee

not of

party not
if

including
apply or
is

Guarantor

and any

assignee

sublessee respect

or successor
to the

Lessee was

shall offer

any

further

force or effect

with

land

that

subject

Lessee

55

in

default

under

this

Lease

at

the

time

University

submits

the

offer to

lease

to

Lessee
lease

or at

any

time

thereafter

until

the date that

Lessee and University

enter into

the definitive

agreement

for such

land

The

thirty-day periods
at

and ninety-day

periods

referenced

in

this

Section

10.22

may be

extended by University

Universitys option

Section of Lessees

10.23

Security

Interest

To

secure
this

the payment

and performance of each and

to

all

liabilities interest

and obligations

under

Lease

Lessee hereby grants

in effect in

University

lien as

and security

under the Uniform

in

Commercial

Code

amended the

UCC

the State of Minnesota

the following

the Collateral

the

buildings

equipment
that

machinery
constitute

furnishings

trade

fixtures

other

fixtures

and

leasehold

improvements
crushing

and form Lessees

sand

gravel

and aggregate

washing
the

and processing

Plant in the Plant furnishings

Area
trade fixtures Plant
in

buildings

equipment

machinery
that constitute

other
the

fixtures

and
for

leasehold crushing the

improvements and processing

and form
concrete

Lessees

Plant

Area

of recyclable

and recyclable

asphalt

and
located
in

stationary or semi-stationary

dredge

owned by Lessee

generally

or around

the lake as shown

on the Operations

Plan

Nothing Lessees wherever dredge

the

contained

in

this

Section

10.23

grants

University

lien

or security

interest

in

vehicles

loaders or
in

backhoes any

mining equipment and equipment

with
the

except
outside

the the

dredge Plant

identified

above
the

located

machinery
in

Area except

identified

above

Except

connection

replacement Lessee
building trade

of

obsolete not

Collateral or

substitution

of Collateral of described
slab

similar function

and quality
is

shall

remove
to

from the

Property footing Default

the dredge or concrete

above
that
is

or any Collateral that

fixture

attached

foundation
an

or

not

including

fixtures

unless

Event

of

exists without

Universitys prior written consent

Lessee University University signature available

to

agrees

to

execute
to

such request

financing
in

statements

and
this

furnish

such

information

as that

may from may

file

time

time

order to perfect
as

security desire
all

interest

and agrees

such

financing
as

statements

University be
entitled

may
to

with
the

or without
rights

Lessees remedies

University secured

secured

party

shall

of

and

party under the

UCC
and security
interest interest

University subordinate
to

agrees that
lien

its

lien

under by

this

Section

10.23 time
to

is

and

shall for

be
the

any

and

security

granted

Lessee

from

time

Collateral to any of the following

entities

an

entity

providing

purchase money by

to

Lessee

for the machinery security items

interest

equipment
to

or Plant

with

financing

provided
but

purchase-money
the specific

pursuant

Minnesota

Statutes

336.9-103

only for

of the

Collateral purchased with

such
the

purchase

money
institution
is

bank or other financial

is

or lending

entity

not

including Lessee

any

entity

that

controls
that

controlled

by

or

under

common

control

with
for

or any

Guarantor and

substantially

provides

the overall

senior financing

Lessees business

56

any Leasehold Mortgagee

Universitys automatic without

subordination

described
for

in this to

Section execute
to

with

respect

to

the

Collateral shall subordination request an of

be

any obligation
the

University

and deliver time upon

the

separate written lender

agreement
lender
in

Notwithstanding
in this

foregoing
University

from time
will

any

described

Section

execute
to as

and deliver
University described fees

to such

agreement

form

and

substance with

reasonably respect for

to
all

acceptable the
Collateral

acknowledging
in this

Universitys Lessee
shall

subordinate

position

Section

promptly reimburse

University
in

reasonable

attorney

not

including

in-house

counsel

incurred by University

connection

with

any such Lease

agreement
party or lender

Notwithstanding

anything or mined

in

this

to

the contrary

no secured
unless such

may
from any
in

remove
has the paid

any
to

stockpiled University

Materials

from the Property due

for

secured
to their

party or lender

the Production Lessee

shall

Royalty not the grant

such

Materials interest

prior

removal
lien in

Property
or

and

ii

security unless

pledge party

or or

other

stockpiled writing
until for

mined

Materials of

on

Property
that
it

the

secured

lender

agrees

the

benefit

University
for

cannot

remove

such
to

Materials

from the Property

the Production

Royalty

such Materials

has been paid

University

This

Section

10.23

shall

survive

the expiration

or earlier

termination

of this Lease

Section Property connection

10.24
to

Amendment
time during

to

Change

Legal

Description survey
all

University or any property

in

may

enter onto

the
in

from time
with
If after

the Lease

Term

to

portion

of the Property adjacent

to

the

platting

subdivision

or

development
University

of

located
its

the

Property
that to
it

obtaining
to

any such survey

determines

reasonable

discretion

is

necessary

revise the legal

this

description

of the Property then

to

University

may from time

attached and/or
to this

time unilaterally

amend

Lease
the the

and

the

Memorandum
with of the

replace
legal

Exhibit

Lease
of the

and Exhibit Property

so

attached long
is

to

Memorandum
portion or

new

description
for

depiction

as

Property
in

available material does

Lessees

mining and
is

production

activities

not

reduced

reconfigured
in the to legal

any

respect

and access change

not

materially changed

and

the revision
shall

description the revisions

not require

to

any

Permit

The

University

pay the costs

make

page follows

57

IN WITNESS
Lease
effective as

WHEREOF

University

and

Lessee

have

executed

and

delivered

this

of the Effective

Date

Regents

of the University

of Minnesota

Dakota

Aggregates

LLC

By Name
Title

Richard Vice

Pfutzenreu Chief

er

III

By Name
Officer

______________________________________

President

Financial

Title _________________________________________

Date

May252011

Date

__________________________

By Name
Date

_________________________________

Title _____________________________________ ____________________________________

Consent of Atent

The
consenting

undersigned
to

is

executing

this

Lease

for

the

sole

purposes

of

acknowledging

and

Section

10.2 of this Lease

UMore

Development

LLC

By
Name
Title

_____
CfrAI1
Pitst4j4$

LL

414.tictpkf

Date

cLc/i

PAGE TO MINING
SR

LEASE

AGREEMENT

IN WITNESS
Lease
effective
as

WhEREOF

University

and

Lessee

have

executed

and

delivered

this

of the Effective

Date

Regents

of the University of Minnesota

Dakota

Aggregates

LLC

By _________________________
Name
Title

ByCTT
Name
Title

Q__
Becken

______________________________

Timothy

__________________________________

Chief Manager and President

Date ______________________

Date

TThvt

o//

By __________________________
Name
Title

4WDahl
Chief
Treasurer

C_
Manager

Financial

and

Date

ZRi.e

p0//

Consent

of Agent

The
consenting

undersigned
to

is

executing

this

Lease

for

the

sole purposes

of acknowledging

and

Section

10.2

of

this

Lease

UMore Development

LLC

By _________________________ Name _______________________________

Title

___________________________________ _____________

Date

PAGE TO MINiNG LEASE AGREEMENTI

58

EXHIBIT

TO
MINING LEASE AGREEMENT

PI4OPEWF
Rosemount
That Property

DESCIUPTION

part

South Half of
described

Section

28

fownship

115 Range

19 Dakota

County Minnesota

lying

westerly

of

the

following

line

Conunencinu

at

the

northeast

corner

of

the

Southeast bearing of

Quarter of along
the

said north

Section line

2$
of

thence

South

$9

degrees 48 minutes
distance

43

seconds
the

West
point

assumed

said

Southeast

Quarter
1$

of

105890

feet to

of beginning 1211.64
tet

the

line to be

described
degrees
11

thence

South 26

degrees 23
East
feet

minutes
distance to the

4$ seconds of 1472.46
line

West
feet said

distance thence

thence South

07

minutes
distance

seconds of
126.03

South 75 degrees 07 minutes Quarter and

there tenrunating

52 seconds

East

south

of

Southeast

PXCFPT

the p1st

oft

iN VERSITY

ADDITION

said

Dakota

County

AND
Section

33
feet

townshp
of
the

Range

19 Dakota
said

County Minnesota
Section also

ENCFPT

the East

13

tOt
the

feet

of

the

North
feet

549.43 of
the

Southeast

Quarter of
said Section

Northeast

Quarter of

33

33 EXCEPT the East EXCEPT that part of said

3tj0

feet

of

South

93025
as

Northeast

Quarter

described

follows

Reninning seconds
thence 17

at the

northeast

corner

of
along

said the 25

Northeast East line

Quarter of
said

thence

South 00

degrees

It

minutes

58
feet

West
North
54

assumed
SI

bearing

Nonhcst

Quarter

distance thence

of 800.63 38

degrees 23 minutes West

feet

seconds of
St 9.06

West
teet said

distance thence

of 40.76 North
75

ket

North

degrees

minutes

seconds

distance to the

degrees thence to the

07 minutes North
point

52 seconds
SI

West seconds

distance 14

of 580.25 East

nortit

ite
line

of

Northwest of

Quarter
feet

89 degrees

seconds

along

said

north

distance

Ill 1.53

of beginning

AND
fhat part

of
as

the

Northwest

Quarter

of

Section

34

Township

115 Range

19 Dakota

County Minnesota

described

fellows

Conuncneing seconds
to the

at

the

northwest
bearing

corner

of

said

Northwest
line

Quarter
said

thence

South 00 Quarter South 00 89

degrees distance degrees 51

11

minutes

58

West
of

assumed beginning along

along
land line feet

the

west

of

Northwest
continuing

of 800.63
11

feet

point

of

the

to be

dessnihed of

thence
feet

minutes
14

58

seconds seconds

West
East feet

said

west
647.1 81

distance thence 23

91273

theneeNorth
11

degrees

miautes

distance

of

North

00 degrees 25 seconds

minutes

58 seconds of 654

East 21 feet

distance to the

of $13.16
point

thence North

degrees

minutes

West

distance

of beginning

AND
That
part

of of

the the

Southwest
following

Quarter of
described

Section

34 Township

115 Range

19 Dakota

Count

Minnesota

lying

southerly

line

Commencing
seconds

at

the

northwest
bearing

comet along

of

said

Southwest
line

Quarter
said

thence

South 00 Quarter

degrees distance

11

minutes

58

West

assumed

the

west

of

Southwest

of 549.45

teet

A-i

to

the

point

of beginning

of

the feet

line to to the

be described
line

thence

South

89

degrees

28

minutes

53

seconds

Past

distance

of 2646.92

east

of

said

Southwest

Quarter and

there

terminating

And

lying

westerly

northwesterly

ann

northerly

ol the

following

described

line

Commencing
seconds beginning 142.12 North

at the

southwest
the to

corner of hoe
of stud

said

Southwest

Quarter

thence

South

89

degrees
feet

42
the

rnmutes
point ol

10

East along
of the
line

south

Southwest North 32

Quarter 04 degrees

distance

of 2192.17
18

to

be descrihef
01

thence
12

21

seconds
distance

seconds
ol

East feet

distance

of

feet
01

thence

North

degrees

minutes

seconds

West

6888

thence

degrees
tangential

58 minutes curve oft

09 seconds
concave
to

Wesi
the

distance of 266.72 hasing degrees

feet

thence

northeasterly degrees

19460
13
last

feet along seconds described

to the

southeast South thence 85

central

angle of 96 56 seconds

57 nnnutes
to

and

radius

SOt feet thence

of

00

minutes

East tangent curve of 605.84

curve
having

distance
central

157.25 angle

feet

easterly

99.70 45

feet along seconds

to the

tangential radius

concave feel angle

north

of 09

degrees reverse

25

minutes

and

thence

northeasterly
01 said

10073

feet

along and

of 56 degrees Quarter and

minutes
line there

50 seconds

curve concave radius of 10300 feet

northwest west
line

having of
said

central

to the

Southscst

terminating

AND
Fmpire Township
Property

Scctmn

Township

114

Range

19

Dakota

County

Minnesota

AND
part

of Northwest
the

Quarter of Section described

line

Township

114

Range

19 Dakota

County

Minnesota

lying

westerly of

fbllowing

ornmenemg
seconds
to the

at the

northwest

corner of
the to

said

Northwest
line

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said

thence

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89 degrees distance
01

42 mnutes
of 2192.17

It
feet

East assumed
point

hearing along of
the feet line

north

of

Northwest South 00

Quarter degrees

of beginning

be described south
line

thence
said

minute
said line

44 seconds
there

\Vest

dictanee

o12660.58

to the

of

Northwest

Quarter and

terminating

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EXHIBIT

TO
MINING LEASE AGREEMENT
SITE PLAN

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EXHIBIT

TO MINING LEASE AGREEMENT ADJUSTMENTS TO BASE ROYALTY

The Base Royalty
as for

each type of Material

shall

be subject

to

increases

and adjustments

described

in this

exhibit

Lease

Years

Through
Lease Years be the Base Royalty
to in

The Base Royalty

for

through

shall

stated

Section

3.2a

For Lease Years

through

there shall

be no adjustment

the Base Royalty

Lease

Years

Through

10

Beginning
shall

on the and

first

day of Lease

Year
the

the

Base Royalty for each type of Material Base Royalty The Base Royalty
as

be adjusted on the

increased
the
6thi

3%

above

previous

adjusted

first

day of

Lease

Year

shall

remain

in effect

through through

Lease Year 10

No

other adjustments

shall

be made

to

the Base Royalty for Lease

Year

10

Lease

Years 11

Through

40

Types
For the

of

Adjustment Adjustment Years

from Lease
Lease

Change Dates
Lease
31
in

time

period
in

Year

11

through

Year 36 the
for

40

adjustments

shall

be

made Once
period

every
the

five

years
is

Years

11

16 21 26
remains

and
effect

Adjustment
following
five

Years
year

adjustment the next

until

made

the

adjustment

the

until

Adjustment

Year
are

For example the adjustments

made

in

Lease

Year

11

remain

in effect

the adjustments

made

in

Lease Year 16

Adjustments

shall

be

made by one

of the following

three

methods

By By By
If

Escalator

agreement
arbitration

no adjustment

is

made by agreement

or arbitration

then

adjustments

shall

be

made by

Escalator

The
occur
in

adjustments

shall

become

effective

upon the Change Change

Date
as

Change follows

Date can

only

Lease

Years 11 16

21 26
is

31

and

36 The

Dates are

If

the

adjustment
in

by Escalator

the

Change

Date

is

the

first

day of

the

Lease

Year
If

which

the adjustment
is

takes place the Change

the adjustment

by agreement

Date

is

the date agreed

upon by the

C-i

University not

and the Lessee

agreed
to

in

such

situation the

if

the

University

and Lessee
first

have
of the

otherwise
in

Change Date

Change

Date

is

the

day

Lease Year
If

which
is

the adjustment

occurs
the Change decision

the adjustment following

by arbitration
arbitration

Date

is

the

first

day of

the

calendar

month

the

panels

Adjustment by Escalator

Automatic

Increases

If

no adjustment by

is

made by agreement
The
in
is

or

arbitration

then

adjustments

shall

be made Base
is

automatically

Escalator

Escalator

is

percentage
11
is

increase Escalator

above
in
is

the

previous

Royalty The

in

effect
in
is

The Lease

Escalator

Lease

Year

3%
in
is

The

Lease Year 16

4%
in

Escalator

Year 21

4%
in

The
Lease

Escalator

Lease Year 26

5%

The

Escalator

Lease Year 31

5%

The

Escalator

Year 36

6%

Adjustments

by Agreement

or Arbitration

In

the

Adjustment

Years

adjustments

may

be

made by agreement

or

arbitration

in

the

following

manner made by agreement

Royalty
for

If

adjustments
in

to

the

Base Royalty for Adjustment

certain

types

of Materials
to

are

or arbitration
certain

particular shall

Year

then
in

adjustments
that particular
is

the

Base

those

Materials
in

not

be

made by

Escalator the

Adjustment

Year

For those

Materials

an Adjustment
shall

Year where

adjustment

not

made by agreement

or arbitration

the adjustment

be made by Escalator

At the Annual Meeting

party

in

the Lease
for

Year immediately
all

before

the Adjustment

Year

either

may

dispute

the

Base Royalty

any or

types
the

of Material
if

by providing
the disputing

written

notice

the Request
in

for Base
that
is

Royalty Negotiation
Disputed
to

to

other party taking

into

party believes

good

faith that

the

Base
in

Royalty
the

after

account does

any
not

increase
the

by the Market

Escalator Price

scheduled

occur

following

twelve

months

reflect

as
If

defined

below
rerehring
the

the

art\J

eniieczt

fnr

Bne

Base

Royalty

for

any

type

of

MateHal
provide
to

iu1 tuir
Rnvnltv Negntintinn deirecz notice party

tn

i1ipnte

nnv

Negotiation
additional

such

party

must

written the other

the
within

Response
twenty
Royalty
to

Notice
days
after in

listing

each the
for

Disputed
for Base

Base

Royalty

receiving

Request

Royalty

Negotiation and
in

Each

disputed Notice
is

Base

listed as

the

Request

Base Royalty Negotiation

the Response

referred

herein

Disputed Base

Royalty
of
if

During
Royalty

the

sixty

days

following the delivery

in

the of

later

of

the

delivery

the

Request the

for

Base

Negotiation the parties

or
shall that

the

Response and attempt

Notice
to

any

Negotiation
for

Period
Disputed

negotiate
reflects

good

faith

agree

on

new amount

each

Base Royalty

the Market

Price

C-2

If

the

parties

agree
shall

on

an

adjustment

for

any

Disputed
to

Base
this

Royalty
setting

during
forth as

the

Negotiation

Period Base

they

promptly enter into Each agreed-upon

an

amendment

Lease

each
of
the

agreed-upon

Royalty

Base Royalty

shall

become

effective

Change Date
If

the

parties

cannot then

agree

on an

adjustment
elect either

for to

any Disputed

Base

Royalty during

the

Negotiation

Period

either

party

may
the

have the adjusted

process

Base Royalty
described
If

of each
to

remaining Disputed
not

Base

Royalty

established allow

by the

arbitration to

below or

proceed by

arbitration

and

to

adjustment written

occur of

by Escalator
such
to

any party
forth

elects

arbitration

then

such

party

shall

provide
that

notice
to

election
arbitration

setting

each for

remaining Disputed

Base Royalty

such party desires

thirty for in

submit

Request

Arbitration
If

to that

the

other party within

the

30

days

after

the end of the

to

Negotiation
to

Period any

the

party

receives

Request
not

Arbitration the Request

desires for

submit

arbitration

remaining Disputed
provide the other within

Base Royalty

listed

Arbitration

then

such

party shall

party with

written
after

notice

listing

each such Request

shall

additional

remaining Disputed

Base

Royalty
After the

ten

10

days

receiving

the

for

Arbitration

the Reply Period

with
If

end of such

10-day

period the
that
is

parties

proceed

by

arbitration

regard

to

each Base Base

remaining Disputed Royalty Royalty

is

Base Royalty by any

identified as part part of the

of the arbitration
that

Disputed

not

identified

party

as

arbitration

particular Disputed

shall

not be part

of the arbitration

and

shall

instead

be adjusted

by the Escalator

If

no Request

for

Arbitration be

is

delivered

within

such

30-day period

then

each

remaining

Disputed

Base Royalty

shall

adjusted

by the Escalator

If

any party has elected

to

arbitration

the arbitration
that
is still

process
to

shall

be conducted

as

follows

with

respect

each Disputed

Base Royalty

subject

arbitration

Selection

of Arbitrators

The
thirty

arbitration after

shall

be conducted
the as

and determined
the parties of the

by
shall

panel

of three
to

arbitrators

Within
panel of

days

the
to

end of
serve

Repy
the

Period

endeavor The

agree

upon
shall

three

individuals
interest

arbitrators

dispute be
either

arbitrators retired

have

no

prejudicial

in the

dispute

or the parties
state

and

shall

state

district

court or

judge
federal National

state

appellate

court or

judge

supreme

court

judge

federal

district

court judge

magistrate Roster of

judge

ii

neutral

from the American

at least

Arbitration of

Association

AAA
as

of

Arbitrators

who

has

ten
in

10
the

years

experience Paul

serving

an

arbitrator

complex
area

commercial

disputes

Minneapolis-St

seven-county

metropolitan

i.e

Anoka

Carver
If

Dakota

Hennepin on

Ramsey
panel

Scott

and

Washington
within

Counties

the

Metro
the

Area
panel

the parties

cannot agree

of three
tile

arbitrators

said 30-day period

shall

consist of those the panel

shall

arbitrators

upon by

whom
an

patties

have agreed
meeting the

and

the

remaining positions

on

be

filled

arbitrators

qualifications described

above and appointed

by the

AAA
mutually
the

Notwithstanding
instead
arbitrator

the

above

the

parties

may

agree

that

only

one case same

arbitrator the single

of three arbitrators
will

will

conduct and determine

to

arbitration

In such

be selected

pursuant

the

same

process

and

must

meet

the

eligibility

C-3

requirements

Arbitration Hearings

The

arbitration

shall

be conducted

at

Universitys

offices

in

accordance

with
after

such

rules

as

may
the

be

agreed

upon panel
this

by the parties
in

or failing with

agreement within

thirty

days

appointment

of

arbitration

accordance subject days

to

the Commercial

Arbitration Rules herein

of the

AAA

in

effect

on the date of
shall

Lease
ninety

any modifications appointment

contained

The

arbitration

hearing

occur

within

after

of the arbitration

panel

Determination

of

Market

Price

The Base

decision

for the arbitration

that

panel
the

shall

be

to

determine

the

Market Price of each The

parties shall

Disputed
the
to

Royalty

has
that

been
the

made

subject

of

arbitration

inform
subject than of

arbitration arbitration

panel
shall

adjusted

Base

Royalty

for

each

Disputed

Base

Royalty
ever

be the Market Price but Base Royalty during

shall

that

no adjusted Year

Base Royalty The

may

be

less

the

amount
Disputed of the
the

of

such

Lease

Number

Market

Price
being

each
as for

Base Royalty

be consistent with
arbitration

the then-current

price per producers

Ton
to

paid

date of the beginning type

of the
in to

hearing

by aggregate

landowners

applicable
parties to

of Material

the Metro

Area Goodhue County and Rice County assuming

and knowledgeable
to

both

the transaction

be prudent

persons
shall

willing to
all

engage

in

the

transaction including Materials

but

being

under no compulsion
the size

do so

and

reflect

relevant

factors

without

limitation
at

and location iii the

of the Property

ii

the amount

and type of Property

without

available

the

Property
of the

improvements
the Base

and
Royalty

operations

on

the

iv

the terms

and conditions

Lease except Lease

amount
the in

including

limitation

the length
for

of the remaining the applicable

Term
The
that

and Market

the

existing

and projected Disputed

availability

of and
shall

demand
be
less

Material
for

Price for Material

Base

Royalty

not

than

the Base

Royalty

particular

effect

during

Lease

Year

Number

Arbitration Decision

The
decision

decision

of the

arbitration

panel

shall to

he by majority
the adjusted

vote of the panel

members

The

of the

arbitration to

panel
arbitration

with

respect

Base

Royalty Each
shall

for each party

shall

Disputed
bear
its

Base Royalty

subject
in

will

be

final

and non-appealable

own
the

expenses parties

connection

with

the arbitration

The

arbitrators

fees

be shared equally by

The Change
prior to

adjusted

Base Royalty mined

priui

as tu

determined
the

by

arbitration are

will to

become
the

effective

as

of the

Date
the

Materials

Change

Date

subject

Base Royalty

in effect

Change Date

C-4

EXHIBIT

TO
MINING LEASE AGREEMENT

ANNUAL MINIMUM ROYALTY

Lease Year

No No No No No No
through and including

$0

Lease Year

$425000 $600000

Lease Year

Lease Year

$700000 $800000

Lease Year

Lease Year

Lease Year

No 40
Applicable
of
the

For each

such be

Lease
equal

Year
to

the

Lease
Floor
for

Year
Amount
Materials
five

the

Annual
defined

Minimum
below
Property or

Royalty

shall

the

greater

as
Lease
that

ii 55%
not

of

the

average

annual

Production paid

Royalty during

from the
Years
if

i.e

including
the
is

Imported
Applicable

Products Lease

the

immediately
Applicable equal
to

preceding

Year
the

provided Annual

however

the be

Lease
the

Year
of

Lease
the

Year
the

No
Floor

then

Minimum
of the

Royalty
average

shall

greater

Amount
the

or

55%
paid

annual Years not be the

Production preceding included annual

for

Royalty
the
in

for

Materials

from

Property

during

all

Lease
shall

Applicable calculation Royalty

the

Lease

Year

except
to

Lease
this

Year

No
paid

which

any

made
for

pursuant

paragraph

When
during

determining

Production

Materials

from the Property

in the

any
in

Lease

Year

purposes

of making

calculation actually
that to

described paid
is

preceding
to

sentence
during
for

addition to such

Production

Royalty

that

was

by

Lessee

University

Lease

Year
but
is

any Production unpaid and

Sections
shall

Royalty

due and payable

by Lessee
for

such Lease Year

of

be

deemed
applied

he

paid
the

solely

purposes during
to

making Lease

this

calculation pursuant Production

to

credits

against of

Production

Royalty

such

Year
of

3.3b

and

3.3c

Lease

shall

be deemed

be payments

Royalty

During

the

last

three

Lease

Years
of the

prior

to

the

expiration the

of the

Lease

Term but
Royalty
as

not

prior to

any
using

earlier Ihe

termination
set

Lease
clause

Term

Annual

Minimum
shall

calculated
thirty

formulas

foitli

iii

of this Exhibit

be

reduced by

percent

30%
sixth

After gravel
in

the

6th
Year

Lease

Year

if

the

market

for

the

sale

of

sand

and

Dakota
to

County Minnesota
the next

declines
as

by more by

than fifty percent

fifty

Lease

Year
in

Lease

evidenced

percent
to

50% from one 50% or greater

production

reduction

the

aggregate

tonnage

of sand

and gravel

subject

aggregate

D-1

taxes

in

Dakota

County

or
shall

if

such information
selected

is

not

available
in
its

as

evidenced

by another
then
in

reasonably

objective

measure

by University

reasonable

discretion adjustment

Lessee

and University

meet

and discuss

whether there should

be an

the Annual

Minimum

Royalty

As used

in this

Exhibit

the

Floor

Amount

shall

be

equal

to

the following

Lease Years through

11 16 21 10 15

Floor

Amount each
Year Year Year

Lease

Year

$660000 $750000 $850000 $950000 $1100000 $1200000

Zero

per Lease per Lease per Lease

through through through

20 25 30 35

per Lease Year per Lease per Lease

26 through
31

Year Year

through

36 through 40

Notwithstanding the foregoing

of

if

in

any
to

Lease

Year

Comparison Year
taxes
in

the

total

tonnage

sand

gravel

and aggregate Carver

that

subject

production

the

seven

county metropolitan Counties

evidence drops the year

area only

i.e Anoka
to

Dakota
data

Hennepin Ramsey
confirms
that
it

Scott

and Washington
available

as and
of actual

the extent

public tonnage

reflects

the best

demand such
percent

total

being

Metropolitan Aggregate
Aggregate

Production
during

by

fifteen

15%

or

more

from Metropolitan
the Comparison

Production

reporting being the

year

immediately preceding

Year such immediately preceding

the Floor

Base
be

Year i.e
zero dollars

year-to-year

drop
if

then

Amount

for

the

Comparison
in

Year

shall

$0.00
after

and ii

Metropolitan

Aggregate Production
at least

one or more
Metropolitan consecutive

consecutive

Lease

Years
in

the

Comparison

Year remains
Floor

10% below
each such

Aggregate Lease Year

in the

Production
shall

the

Base Year then the by

the

Amount
that

during

be

reduced

same

percentage
is

Metropolitan

Aggregate

Production
in

the

applicable

consecutive

Lease
that

Year
if

below

Metropolitan

Aggregate
Production
in

Production
in

Base

Year

provided
less

however

Metropolitan

Aggregate Aggregate

any

Lease

Year ever
then the
that shall

becomes
Floor there

than

10% below
such

Metropolitan
all

Production

the

Base Year
to

Amount
is

during

Lease Year and

drop

subsequent

Lease Years except

Piuduction

the extent or

future

year-to-year

of Metropolitan
in

Aggregate above

by 15%

more

return to

the full Floor

Amount

stated

the table

Example
Production
the
in

If the the

Base

Year

is

Lease

Year

No

and Metropolitan Aggregate

Aggregate
Metropolitan Production
in

Base

Year equals Year

100

Metropolitan equals

Comparison
in in

Year Lease Lease Year

No
equals

80
and

Aggregate Aggregate

Production Production

No
equals

90

Metropolitan

Lease Year
in in in in

No

91 then $660000 per

table

Floor Amount Floor Amount Floor Amount Floor Amount

Base Year Lease Year Comparison Lease Year

above

Year Lease Year

$594000 $660000

i.e $660000 per

table

reduced by

10%

Lease Year

above

D-2

The

Floor

Amount

shall

not

factor

into

the

calculations

of Annual

Minimum
Production

Royalty

made

for

purposes such
set

of determining
shall in this

the payments

due under Sections

the
If at

3.314i and ii
annual

of the Lease

Instead formulas aggregate

is

calculations
forth

be made using Exhibit

55%
the

of average

Royalty
the

above

end of any

Lease
Lessee
shall

Year however
during

amount
than
after

of Annual

Minimum
for

Royalty payments Lease

made by
Lessee

such Lease

Year

less

the Floor the

last

Amount
day

such

Year

then

pay the

to

University

within

45 days Royalty

of such

Lease
the

Year the following

Floor

amount
such

Annual Minimum
minus
the

True-Up
amount
extent

Payment
the amounts including not

Amount
payments

for

Lease
Lessee

Year
during

aggregate

of Annual
that

Minimum Royalty
actually

made by
as

such Lease Year

for the

To

the

paid by Lessee

Production

Royalty

applicable

Lease

Year

not
but

any

Production of an

Royalty paid
of credit

on

Imported
to that

Products

Production

Royalty
paragraph against

owed

paid because of the

application

pursuant

the last grammatical

of Section

3.3b
due
for

Lease
of

Production

Royalty payments

were applied payments

counting aggregate Sections of

as

credits

and reduced the amount Royalty

Production

the

September

30 or December 31
to

Annual

Minimum
or of

such

Lease
for

Year any due

in

order

avoid

double the
to

such

payments
of the

Royalty paid
Royalty
shall

prior Lease
for

Year

exceed

amount

Annual Lease

Minimum
such excess

payments be due
credits for

such Lease and

reduce

Year pursuant
the

3.3b

against

amount
to as this

of

the

Annual
If

Minimum

Royalty

True-Up

Payment

such

Lease
the

Year pursuant
credits the

paragraph
in

the Annual

Minimum
Lease Years

Royalty True-Up
the difference

Payment be

exceeds
credit for

then

described

Section
in

3.3b
future

of the

shall

against
credits

Production such
the

Royalty owed
Production

Lease

without

double counting

any

against

Royalty
shall

received
credit

by Lessee
against
in

under Sections Annual

3.3b and 3.3c of the Lease but Minimum Royalty or Annual Minimum

difference

not

be

the next

Royalty

True-Up

Payment

owed

the

Lease Year

D-3

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EXHIBIT

TO
MINING LEASE AGREEMENT

ENVIRONMENTAL REPORTS

Groundwater

Assessment Report dated

June

30 2009

prepared

by Barr Engineering

91611
Piedictive Simulations

Report dated

April

23 2010
Report

prepared

by Barr Engineering

Phasc

II

Site of Concern 12

SOC Investigation
SOC

Sites

and

dated

November

2009

prepared

by Barr Engineering

91609 SOC
Report dated

Supplemental

Site

Inspection

and Remedial Investigation

January 12 2010 prepared

by Barr Engineering

91608
Technical

Ancillary

Use

Facility

Area Subsurface

Investigation

Memorandum

Wetland Services

Delineation

Report

dated

September

29 2009

prepared

by Applied Ecological

Inc

9 1610
dated

Traffic

Impact Study Report Inc

Hendrickson

SEH

September

30 2010

prepared

by Short

Elliott

Noise Impact Study Report

dated

October 2010

prepared

by

SEH
by

Air Quality

Impact Study Repoit

dated

October 2010 prepaied

SEW

2008 Comparative

Appraisal

Study

for

Kelly

Aggregate

Draft

UMA

Mining

Plan

Final

Environmental

Impact Statement

FEIS dated

October 2010

prepared

by

SEH

Fi

EXHIBIT

TO
MINING LEASE AGREEMENT
IDENTIFIED
The The

ENVIRONMENTAL CONDITIONS

Pipeline
sites

described

in

the following

table

each of which

is

shown on

the

map on

the

following

page
rabin

Summary

of Investigated

Sites

of

Concern

Barr

2009b

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G-2

EXHIBIT

TO
MINING LEASE AGREEMENT

FORM OF CONSENT TO SUBLEASE CONSENT TO SUBLEASE

REGENTS OF THE UNIVERSITY

corporation

OF MINNESOTA
that

Minnesota Lease

constitutional dated

University
the

the

landlord

under

certain

Mining

Agreement

June

2011

Lease

by and between

University

and
as

DAKOTA AGGREGATES
lessee subject
its

LLC

Minnesota
conditioned

limited

liability

company
terms

Lessee

to

and
to

specifically

upon
as

the following
to

and conditions

hereby grants

consent

the subletting
as

by Lessee
sublessee attached

sublessor
the

______________________ of
the

_______________________ depicted

Sublessee
hatching

of

portion

Premises

generally
in

by cross
of

on

Exhibit

hereto

the

Subleased

Premises

consideration

Lessees

and

Sublessees

acknowledgment

and acceptance

of the following

terms

and conditions

No
of the Lessee Subleased

Release

This

Consent
to

to

Sublease Sublessee

this

Consent
Sublease
under
the

consenting
shall in

to

sublease release

Premises from Lessee

or entity claiming

the

no way

or any person
its

by

through and

or under Lessee duties

including

Sublessee

from

any

of

covenants
all

agreements
cause

liabilities

Lease

including
to in

without the

limitation
fully

duties

to

and keep
with

University
to

and others
acts

named

or referred of Sublessee
arising

Lease

insured

and indemnified guests

use

respect or

any

or omissions other

or

its

officers of the

agents
Sublease

contractors

employees

invitees of the
to

or

matters
as the

by

reason

or Sublessees without

or occupancy
to

Premises

same

may be amended from

time to time

respect

any provision

the contrary

in the

Sublease

Lessees
default claiming
restrict

Continuing

Liability such or default

Lessee
is

shall

be

liable

to

University or

for

any

under

the

Lease whether
either right for

caused
but

by

Lessee

or

Sublessee not

anyone
to

by or through
or diminish

Lessee

Sublessee

the

foregoing against

shall

be deemed
to

any
equity

which

University

may

have

Sublessee

pursuant without

the

Lease

in

law or

in

violation of the
restrain

Lease

or otherwise including

limitation

the right to

enjoin or otherwise

any violation of the Lease by Sublessee

Specific

Provisions

of Lease

and Sublease
of any of the provisions

This

Consent does

not

constitute

approval
shall

by University
the Sublease

of the Sublease

or any related

instrument nor
in

or any related instrument modifications

as

be construed
for

to

amend
of

the

Lease

any respect
the
rights

any purported and

obligations

being Lessee

solely

the

purpose

setting

forth

between

and

Sublessee but not binding

Sublessee

University

shall

comply

with

all

provisions

of

the

Lease

relating

to

use

and
such

occupancy
provisions

of

the

Subleased obligations

Premises on Lessee

and

all

improvements
or

thereon or

whether licensee

impose

alone

on

any

sublessee

and

H-l

Sublessee University

agrees

to

indemnify
as set forth

University
in the

pursuant

to

the

same

indemnification

of

by Lessee

Lease

In

the event or the

of any default

under
is

the

Lease related
cured within against

to

the Subleased Premises applicable pursuant grace

to

the

Sublessee University remedies

Sublease

which
of

not

any

period
the

shall as

have

the right
to

direct

action

Sublessee

same

are available

University
shall

against

Lessee other than acceleration

right to

of Annual

Minimum Royalty
Without and agrees
exhibits written
that

and University

have the

terminate

the Sublease

limiting
it

any

other

provision

of

this fully

Consent
executed

Sublessee

acknowledges
all

has

received

and reviewed
terms

copy of the Lease and

is

thereto or
oral

with

material

financial

redacted and

ii

there with

and

will to

be no other
the use or
the

agreement

between

Lessee

Sublessee

respect

occupancy Sublease promptly

Premises Article

of the

Subleased Premises
shall

or any other portion

of the

Premises
Sublease use uses of

other than
to

iii Sublessee
after will

provide

copy of the
the

fully

executed

University Subleased under

violates

executing

and delivering
with
all

same
Permits

iv

Sublessees
with the

the

comply Lease

Laws and
will will

and

permitted
that

of the

the Sublease of the

not include

any term or condition

obligation
will

any

term or condition
not the
to

Lease

include

continuing

on Lessee
Sublessee

and
to as

Sublessee maintain additional

violate

any term or condition

described
to in

of the Lease 7.2 7.3 of the

and Lease

require

insurance

Section Section

naming

University
will

insured and

comply

with

of the Lease

vi

Sublessee

be the

user of the Materials

directly

or indirectly
at

throughout

the term of the Sublease

vii

term of the Sublease will viii Sublessee

will

be

least

one day shorter than the remaining Lease

or charges

Term

and

not pay rent

or other fees

under

the

Sublease

Sublessee Premises
claims
shall

by entering into be deemed to have

for

the

Sublease or by otherwise
as

using

any portion

of the

agreed

follows
or
to liability

to

waive any present

in the

or future with
the

against of

University

loss

damages
relating

arising

connection

condition thereof
to

the

Premises

matters

the

security
to

of

Premises or the and

loss

lack

interruption of utilities to the

Premises

injury

any person
or other
act

or damage property of
to

any

equipment even
right
if

facilities attributable to for

fixtures
to

goods
negligence

supplies or

personal of

Sublessee waive any

the

wrongful

University

recover
loss

from

University special extent

any

consequential
indirect

damages
has

incidental of
to

damages damages
any
similar kind

of revenue
to

damages
if

damages

or damages

or

nature

the

any

University
in the

any

liability in

Sublessee Sublessee any claim against from any

connection loss with

may

look

solely to

Universitys

equity

Property harmless or by

satisfying

University

and

to

indemnify

defend and hold by Sublessee

University
in

damage

or liability

caused
the

or incurred

University

such Sublessees use of

Premises

Limited and University

matters reserves

Consent
all

This
rights

Consent

shall

be deemed limited solely under the Lease

or to withhold with

to

the
to

Sublease any other

other

and remedies
right to

respect
to

including

without lien

limitation the

consent

consent transfer

any proposed encumbrance

alteration except
as

mortgage
stated in

pledge

collateral

assignment

collateral

or

the

Lease

H-2

Subordination Lease
as the

The

Sublease

is

in

all

respects
in

subject of

and subordinate
conflict

to

the the

same

may
as

be amended

Furthermore

the

case

any

between

provisions

of this Consent or the Lease the case

and the provisions

shall

of the Sublease

the provisions

of this

Consent or the Lease

may be Lease
or be

prevail

unaffected

by

the

Sublease

Termination Sublease
shall

of

If at

any time
for

prior to

the

expiration

of the
right to

term of the
possession

the Lease

shall

expire

terminated

any reason
Sublease

or Lessees
shall

terminate

without
that

termination
all

of the

Lease
rights

the

terminate
this

simultaneously
shall to

provided

however

of Universitys

and remedies under

in this

Consent
be

survive impair other

such expiration
or

or termination
right

Nothing

contained

paragraph

shall

construed

modify any
in

otherwise

exercisable

by

University whether

under the

Lease

any

agreement or

law
be deemed waiver
to

No Waiver No
any
of Universitys of contract
rights

Privity

Nothing
In

herein

contained
shall

shall

of
in

under the Lease

or

no event

University
to

be deemed

be

privity

with

Sublessee

owe any

obligation

or duty being
in

Sublessee

under the Lease or

the benefit of and

the

Sublease

any duties of University

under the Lease

favor

of

for

enforceable

solely by Lessee

Notices
of default and deliver of any
all

Sublessee
sent
all

agrees promptly to
to

deliver

copy

to

University agrees

of

all

notices
to

other notices University

shall

Lessee notices
to

under the Sublease

sent to
in

and Lessee

promptly

copy
such

to

of

such

Sublessee accordance

under the Sublease

with
the

All copies
set

notices

be delivered

University

notice

provisions

forth in the Lease

Parties

Bound
by be bound

By
all

executing of the

this

Consent and

Lessee

and Sublessee
of
this

acknowledge and
that

and

agree

to shall

be bound
not

terms

conditions

Consent

University

by

this

Consent

unless

University

receives

fully

executed

original copy

of this Consent

10
shall

DefIned
the

Terms
in

Severability Governing
this

Law
in

All terms

defined
forth

in

the Lease
If

have

same

meaning

Consent unless

otherwise

expressly set

herein

any

provisions
shall

of this Consent shall

be

declared

unenforceable

any respect

such

unenforceability

not

affect
if

any other provision

possible
intent in

of this Consent
as set to

and each such

it

provision

shall

be deemed
to

to

be modified
possible enforced
that in

such

manner
parties as

render

enforceable This

and

to

preserve

the extent

the

of the with

forth herein

Consent

shall

be construed

and

accordance

the

laws

of the State

of Minnesota

page followsl

H-3

IN
respective
to

WITNESS
successors
as

WHEREOF

and

intending Lessee

to

be

legally

bound

and

to

bind

their

and assigns University

and Sublessee

have executed

this

Consent

Sublease

of the

____ day

of _____________

20_

UNIVERSITY

REGENTS OF THE UNIVERSITY OF MINNESOTA

By ____________________ Print Name _____________________
Print

Title _______________________

LESSEE

DAKOTA AGGREGATES
By
Print Print

LLC

Name
Title

By
Print Print

Name
Title

SUBLESSEE

By
Print Print

Name
Title

ff4

EXHIBIT

TO CONSENT TO SUBLEASE
Depiction of the Subleased Premises

site

plan

showing by cross

the

Subleased Premises

hatching

H-5

EXHIBIT

TO
MINING LEASE AGREEMENT

FORM OF MEMORANDUM MEMORANDUM

THIS

OF LEASE

OF LEASE

MEMORANDUM
constitutional

OF LEASE

this

Memorandum
and

is

made

effective

as

of

_________201
Minnesota Minnesota

by and between
corporation

REGENTS OF THE UNIVERSITY OF MINNESOTA

University

DAKOTA AGGREGATES LLC

limited liability

company

Lessee
WITNESSETH

University Lease Dakota Agreement

dated

as

lessor

and Lessee the

as

lessee

have entered
to

into real

that

certain

Mining
in

June

2011

Lease

relating

certain

property

located

County Minnesota

and legally described

on Exhibit

attached

hereto

the

Premises

University

and Lessee desire

to

memorialize

the

existence

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NOW THEREFORE
consideration the
as

in

consideration

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are

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hereby

for

other

good

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University

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into

the

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to

demise and lease the Premises upon

and conditions

the Lease

Subject

to

the

terms

and

conditions

of

the

Lease

the

term

of

the

approximately

forty

______________
Except
as

20

40

years

commencing

on

______________

20

Lease

is

for

and

ending

on

otherwise

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in

this to

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in the

capitalized

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this

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have the meanings

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sole

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this

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same
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terms

covenants and conditions

the

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The terms
inure
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covenants of the

and conditions
parties

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benefit

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personal covenants

representatives

successors of this

and assigns

In the event

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the terms of the

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shall

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Lease

the terms covenants

and conditions

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control

I-i

Pursuant

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the

terms

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University of the

may

unilaterally

amend

this

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from time
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to

time to

revise the legal

forth

description the

Premises by replacing Exhibit

with

new

exhibit setting

new

legal

description

IN WITNESS
as

WHEREOF
first

the parties

hereto

have executed

this

Memorandum

of Lease

of the day and year

above written

Regents

of the University

of Minnesota

Dakota Aggregates

LLC

By
Name
Title

__________________________________

By Name
Title

___________________________________

Date

Date

By_
Name
Title

Date

1-2

STATE OF MINNESOTA

SS

COUNTY OF HENNEPIN
The
foregoing instrument

201

was acknowledged

before

me

this

____

day of ___________
of the University of

by ___________________ Minnesota
constitutional

the ____________________ corporation

of Regents

Minnesota

on behalf

of the corporation

Notary Public

Seal

My

commission

expires

STATE OF

__________
SS

COUNTY OF
The
foregoing instrument

201

was acknowledged
the

before

me

this

by

________________
liability

_____________________ on behalf

of

____ Dakota

day

of

___________

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LLC

Minnesota limited

company

of the limited liability

company

Notary Public

Seal

My

commission

expires

STATE OF

__________
SS

COUNTY
The

OF

_________
instrument

201

foregoing

was acknowledged
the

before

me

this

____

day

of ___________

by

________________
liability

_____________________ on behalf

of

Dakota

Aggregates

LLC

Minnesota limited

company

of the limited liability

company

Notary Public

Seal

My

commission

expires

1-3

This

instrument

was drafted

by

Office

of the General Counsel of Minnesota

University

360

McNamara

Alumni

Center

200 Oak Street SE Minneapolis

MN

55455

612

624-4100

-4

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1-6

EXHIBIT

TO
MINING LEASE AGREEMENT
AFFILIATED
Cems Twin Ames Any
limited or
liability

SUBLESSEES

tone City Concrete Products

Co
corporation or partnership
in

company

which

Lessee

Cemstone

Ames
or

Twin
of

City

Concrete Products
voting

Co

either

individually
interests

or collectively

own 50%
such entity

more

the

outstanding of an the

membership on

on

the

date
to

commences
that

construction date
for that

Improvement

the Property construction

subject of an

the requirement

from the and

entity

commences
thereafter

Improvement

on

the City

Property Concrete

three

years

Lessee

Cemstone
must own

Ames 50%

or

Twin

Products voting

Co

either individually
interests in

or collectively the entity

or more

of

the

outstanding

membership

Ambro
Colline

Son

LLP
Wisconsin

Inc
Ready-Mix Inc
the

Cemstone

corporation
Effective

Subject
that
is

to

requirement years

that
after

from
the

the

Date

through

and including
construction

the of

date an

three

date

such

entity

commences
interests

Improvement
in

on the Property
are

at

least

50%
that

of the ownership

and voting
at least

control

such

entity

owned by

entities

are also

shareholders

and own

5%

of

either

Cemstone

or

Ames
that the

Subject
that
is

to

the

requirement years
after

from
date

the

Effective

Date
entity

through

and including
construction control

the

date an

three

each

such
of
at

commences
of the

of
in

Improvement
entity are the

on the Property same

as

the

holders

least

50%

voting
in

such

the holders

of at least

50%

of the voting

control

Ames
the of
in

Subject
that
is

to

the

requirement years

that
after

from
the the

the

Effective

Date

through

and including
construction voting
in

date

three

date

such

entity least

commences

any such

Improvements
entity are the

on the Property same

as

holders

of at

50%

of the

control

the holders

of at least

50%

of the voting

control

Cemstone

Lessee

represents

and

warrants

to

University

that

the

ownership

and

control
that

requirements

described control

above

are

satisfied

on the Effective above

that that the

Date and Lessee

be
satisfied

covenants for each

the ownership
entity

and
the

requirements

described the date

will

such

on

Commencement
on
the

Date on

such
is

entity

commences
years
after

construction the date such

of an
entity

Improvement

Property and on the date

of an

three

commences
ownership
of the

construction

Improvement

on

Property with
shall

For purposes of demonstrating

respect provide
to to

the

and

control

requirements

described

above

each

such

entity

on each

following
that

dates Lessee

Cemstone
control

and Ames
requirements

University

certification

certifying

the

ownership

and

described

above

have

been

satisfied

from

the

J-

Effective date that date

that

Date through
such
is

the date of such certification construction such of an

on the Commencement Improvement

Date ii on

the

entity

commences

on the Property and iii on the

of an

three years after

the date

entity

commences

construction

Improvement

on

the Property

J-2

EXHIBIT

TO
MINING LEASE AGREEMENT

FORM OF GUARANTY
GUARANTY

THIS Company

GUARANTY
Minnesota

is

made

this

8th

day

of

June

2011

by

Cemstone

Products

corporation

and

Ames

Construction

Inc

Minnesota

corporation

Guarantor

BACKGROUND
REGENTS
constitutional limited dated
in

OF

THE

UNIVERSITY
and
are about

corporation

University

OF MINNESOTA DAKOTA AGGREGATES LLC

to

Minnesota Minnesota

liability

company
on or about

Lessee
the date

enter into
for

certain

Mining

Lease Agreement

effective

hereof

the

Lease

approximately 1722 acres of land thereon

as

Dakota

County Minnesota
in the

and certain

improvements

located

more

particularly

described

Lease

Cemstone

Products
interests

Company

and

Ames

Construction
directly

Inc from

collectively the

own

100%

of the membership

of Lessee and therefore benefit

Lease

University consideration

has

agreed things of

to

grant

execute

and and

deliver

the

Lease and

to

Lessee

in

among
herein
set

other forth

the

covenants

obligations

made

assumed

by

Guarantor

as

AGREEMENT
In consideration consideration order of paid
to the

induce

University of ten
to to

to

execute
dollars the

and

deliver

the

Lease

and

in

further valuable

sum

and

no/l00

$10.00

and

other

good

and

by University
intending

Guarantor be
legally

receipt

and sufficiency hereby

of which

are

hereby and

acknowledged
unconditionally

and

bound

Guarantor

irrevocably

agrees as follows

Guarantor payment Production

of
all

hereby

guarantees by

without

the under

necessity the

of

prior notice

the

full

and prompt
limitation
all

sums

payable

Lessee

Lease

including Royalty

without

Royalty Royalty

payments

Initial

Advanced

Minimum

payments
of
all

and

Annual
other that of the

Minimum
obligations pursuant
to

payments

and the

due and punctual

limitation
all

performance payment
expiration

of Lessees obligations termination

thereunder
the

including
terms

without

and

other

express

of the

Lease

survive

the

or earlier

Lease

K-l

Guarantor hereby payment

defined
in in full the

guarantees
all

without

the

necessity

of prior notice incurred

the due and punctual or the

of any and

loss

damages
out of but

or expenses

by University
in

LLC as
of
its

Lease
the

and

arising

any
not

default

by
all

Lessee

performing attorneys

any
fees

obligations University

under

Lease

including

limited

to

reasonable

which

incurs as the result

of the default of Lessee

or the enforcement

of this Guaranty

University without
in

may
way
to

in

its

sole or

discretion terminating

without

notice

to

or

consent

of

Guarantor and

and

any

affecting

any

of

Guarantors
the

obligations

liabilities

hereunder thereunder
extension
in

from time

time

waive

compliance

with

terms of the Lease

of the

or any

default

amend modify
or renewal

or supplement of the Lease or otherwise

any of the provisions

effect transfer

Lease

grant

any

of the terms assign discharge

any

release
all

compromise

or settlement
interest in

connection or

therewith accept or

any or

of Universitys of

the

Lease

any

other

person

as

guarantor

any

or

all

of

Lessees

obligations

under the provisions

of the Lease

Guarantors
enforceability discharge conditioned of of

obligations the

hereunder any
other
at

shall

be

unconditional

irrespective

of

the

Lease
or

or

circumstance
in

which
shall
it

might

otherwise

constitute
shall

guarantor

Lessee

law or

equity

be primary
against or delayed Lessee
in

not

be

upon

Universitys survive

pursuit

of any remedy
not

which

has

or any

other with
to

person any Lessee Lessees

and

shall

and

shall

be diminished impaired
liquidation or

connection
relating

bankruptcy
its

insolvency
or

reorganization

similar proceeding sublease or

properties

creditors

ii

any

transfer

assignment

termination

of

interest

under the Lease or iii expiration

of the Lease

All separate other

rights

and remedies

of University

under

this

Guaranty

the

Lease
the as

or

by law

are

and cumulative
rights shall exist

and the exercise

of one shall or

not limit

or prejudice

exercise
forth

of any
in this

such

or

remedies

Any

waivers of

consents

by

Guarantor
or

set

Guaranty which

not
in

be deemed exclusive law or equity

any additional

waivers

consents

by Guarantor

may

Guarantor hereby
virtue of
this tu

waives
This

trial

by jury
is

in

any action by

brought
as

by University
further

under or by
to

Guaranty

covenant

made

Guarantor

inducement

Univeisity

enter into

the Lease

Guarantor acknowledged
default
stating

agrees

to that

deliver
this in

to

University
is

written force

instrument
that

duly

executed
is

and
not
in

certifying
is

Guaranty

in

full

and effect
its

University under

if any

this

in fact

the case

the performance

of any of

obligations requested assignees

in

the Lease

and
its

other fact

or certifying

any

other

condition

reasonably
their

by University
or by any

or

assignees

or by any

mortgagee or prospective
is

mortgagee or
or any such

purchaser but

of the property not limited of the

which
stating

the subject
it

of

the Lease
that

interest

such property

including
relied

to

that

is

understood
foregoing request

written
shall

instrument

may be
within time

upon

by

any
after

foregoing

parties

The

instrument

be furnished
at

ten

10

days
to

receipt

of Universitys

written
to

which

may

be

made

any

and from time

time

and

shall

be addressed

University

and any mortgagee

prospective

mortgagee

purchaser

or other party specified by University

K-2

If

Guarantor

pays

any sum

to

or for defined

the benefit
in the

of University
exists

pursuant

to

this

Guaranty due and

of the

then owing

while

any Event Lessee

to

of Default University

as
no

Lease

or or

any

amounts

are

by

under the
right

Lease
of

whether

before

after

termination

Lease

Guarantor

shall

have

contribution against or

indemnification respect the

to

exoneration

reimbursement

subrogation

or other right

or remedy

or with

Lessee

any other
of Lessee
it

guarantor or any collateral

to

whether real personal

hereby

mixed
all

securing

obligations
rights

University and Guarantor

or hereafter have during

waives

and
of an

releases

and any

such

which

may

now

the continuance

Event of Default

If

Guarantor
or assigns

advances
shall in
all

any sums

to

Lessee or
indebted

its

successors

or assigns

or

if

Lessee

or

its

successors
shall

hereafter respects
to

become

to

Guarantor

such sums and indebtedness due and owing

to

be subordinate

the amounts

then

or thereafter

University

by Lessee

10

This

Guaranty
successors

shall

be binding
assigns

upon
shall

Guarantor
inure
to

and Guarantors
the

heirs

administrators

executors
successors
specifically

and

and

benefit the

of

University

and

its

heirs

and

assigns
that

Without
this

limiting the

generality
freely

of

preceding

sentence and

Guarantor
enforced

agrees

Guaranty may be

assigned

by University

by Universitys mortgagee

11
addition then
joint

The
if

liability

of the Guarantor

hereunder have

if

more

than

one

shall

be

joint

and several

In

one or more
of the

other guarantors Guarantor

guaranteed

Lessees

obligations other

under the Lease

shall

the

liability

hereunder of this
to

and the
the

liability

of such
shall

guarantors
to

be
the

and several

For purposes
shall

instrument include

singular

be deemed
as

include context

plural require

and the neuter

be deemed

the masculine

and feminine

the

may

12
and

If

any

provision

of this

Guaranty

is

held

to

be invalid

or unenforceable

by

court

of

competent jurisdiction
shall

the other provisions construed

in

of this Guaranty University

in

shall

remain
to

in

full

force and effect of this

be

liberally

favor

of

order

effect

the

provisions

Guaranty

jj
laws

f-I

uuaianwi
of the State

_-

--

agices

uia

wi

tiuatanty
that

snai ye govcrneu
is

111

11

vy anu construe
the jurisdiction

_1

according of the

to

tue of

of Minnesota

and

Guarantor

subject

to

courts

Dakota

County Minnesota

and Hennepin

County Minnesota
each which be

14

This an

Guaranty
original and

may be
all

executed

in

one
shall

or

more

counterparts

of

shall

deemed

of which together

constitute

one and the same Guaranty

K-3

IN
delivered

WITNESS
as

WHEREOF
first

Guarantor has caused above

written

this

Guaranty

to

be duly executed

and

of the day and year

Cemstone Products
Minnesota

Company

corporation

By ______________
Name
Title __________________ ___________________ ___________________

Date

Ames

Construction

Inc.

Minnesota

corporation

By_
Name
Title

Date

4637603

35.DOC

K-4