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<br />FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT <br />THIS FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT <br />(" Amendment") is entered into between THE CITY OF PARIS, a municipal corporation, <br />situated in Lamar County, Texas, acting by and through its mayor, duly authorized <br />("City"), and CAMPBELL SOUP COMPANY, a New Jersey corporation ("Campbell"). <br />The City, Campbell and Campbell Soup (Texas), Inc., a Texas corporation <br />("Campbell-Texas"), entered into the Tax Abatement Agreement dated effective as of <br />October 2, 1989 ("Agreement"), pertaining to the construction of an approximately <br />200,000 square foot building to house machinery and equipment required to manufacture <br />and package "Prego" brand products, juice products and microwavable food products on <br />the property described in Exhibit A attached hereto and incorporated herein. <br />Campbell has succeeded to the interests of Campbell-Texas and has acquired all <br />interest of Campbell-Texas in and to the personal property used in the operation of the <br />Paris Plant. <br /> <br /> <br />The City and Campbell now desire to amend the Agreement to provide for <br /> <br /> <br />extension of the initial term of the Agreement to December 31, 1996. <br /> <br /> <br />NOW THEREFORE, for and in consideration of the mutual premises herein <br /> <br /> <br />contained and other good and valuable consideration, the receipt and sufficiency of which <br /> <br /> <br />is hereby acknowledged, the parties hereto agree as follows: <br /> <br />1. Extension Ootion. Section 9.2 of the Agreement is hereby deleted in its <br /> <br />entirety. The City and Campbell hereby acknowledge and agree that the tax abatement <br /> <br />granted pursuant to the Agreement is extended to December 31, 1996. <br /> <br />I <br /> <br />tXHIBIT A <br />