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<br />STATE OF TEXAS <br />COUNTY OF LAMAR <br /> <br />~ <br /> <br />~ <br /> <br />KNOW ALL MEN BY THESE PRESENTS: <br /> <br />TAX ABATEMENT AGREEMENT <br /> <br />THAT, the CITY OF PARIS, a municipal corporation, situated <br /> <br />in Lamar County, Texas, acting by and through its Mayor, Eric S. <br />Clifford, duly authorized, hereinafter called CITY, and <br />CAMPBELL SOUP COMPANY, a New Jersey corporation, authorized <br />to do business in the State of Texas, by and through its Vice <br />President - Taxes, James J. Baldwin, hereinafter called CAMPBELL, <br /> <br />and <br /> <br />CAMPBELL SOUP (TEXAS) INC., a Texas corporation authorized <br /> <br />to do business in the State of Texas, acting by. and through its <br /> <br />Vice President-General Manager, Edward A. Hernan, hereinafter <br /> <br />called CAMPBELL TEXAS, do hereby contract and agree as follows: <br /> <br />1. <br /> <br />Background <br /> <br />1.1. CAMPBELL TEXAS, a wholly-owned subsidiary of CAMPBELL, <br /> <br />operates a major prepared food manufacturing plant located within <br /> <br />the corporate limits of the City of Paris, hereinafter called the <br /> <br />"Paris Plant". <br /> <br />The land, buildings, fixtures, and other real <br /> <br />property improvements which constitute the Paris Plant are owned <br /> <br />by CAMPBELL and leased to CAMPBELL TEXAS. <br /> <br />All the tangible <br /> <br />-1- <br />EXHIBIT A <br />