1992-091-RES WHEREAS, the City Council of the City of Paris has been presented a proposed agreement by and

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NOW THEREFORE, the Parties hereto do mutually contract and agree as follows: 1. Term 1.1. The term of this AGREEMENT shall begin on the 9th day of November, 1992, with, as hereinafter provided, tax abatement granted herein beginning with the tax year beginning January 1, 1993, and expiring on December 31, 1997, subject to the option to extend hereinafter described. II. Area to be Improved 2.1. The property to be the subject of this agreement shall be that property as depicted as the shaded areas A, B, C, and D on the plant site drawing attached hereto as Exhibit B, which plant site lies upon the tract of land described in three parcels on Exhibits A-I, A-2 and A-3 attached hereto, each of which is made a part hereof and shall be hereinafter referred to as PROPERTY. III. Improvements 3.1. The OWNER shall make improvements to the PROPERTY as fellows: Expansion in production capacity in the Paris plant consisting of additional production lines and modifications to the existing buildings and utilities. Such improvements will be made upon the PROPERTY herein described and will consist of machinery, equipment and utilities installed to produce consumer products in the existing south converting and mechanical buildings; new offices; cafeteria; and miscellaneous items of office and plant equipment, all of which will be particularly described in CITY'S Certificate of Completion prepared after the completion and installation of the improvements and machinery herein described which shall be furnished to and filed with the Chief Appraiser of Lamar County and the Tax Assessor and Collector of the City of Paris. Said Certificate shall be duly executed by the Mayor of the Ci ty of Par is. The improvements described in this paragraph shall be hereinafter referred to as IMPROVEMENTS. The IMPROVEMENTS will be at a cost in excess of $1,000,000, and shall be substantially completed on or about December 31, 1993; provided, that OI.JNER shall have such additional time to complete the IMPROVEMENTS as may be required in the event of "force majeure" if OwNER is diligently and faithfully pursuing completion of the ll"lPROVEMENTS. For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control of OWNER including, without limitation, acts of God, or the public enemy, any natural disaster, war, riot, civil commotion, insurrection, governmental or de facto governmental action, unless caused by acts or TAX ABATE/lENT AGREENENl' - Page 2