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<br />I. <br />Term <br /> <br />1.1. The term of this AGREEMENT shall begin on the 14th day of December, 1998, <br />with, as hereinafter provided, tax abatement granted herein beginning with the tax year beginning <br />January 1, 2000, and expiring on December 31, 2006. <br /> <br />II. <br />Area to be Improved <br /> <br />2.1. The property to be the subject of this agreement shall be that property described by <br />metes and bounds in Exhibit A, attached hereto, which is made a part hereof and shall be <br />hereinafter referred to as PROPERTY. <br /> <br />III. <br />Improvements <br /> <br />3.1. The OWNER shall make improvements to the PROPERTY as follows: Installation <br />of processing equipment and modifications to the existing buildings and utilities installed to <br />produce consumer products in the existing Prego building; and miscellaneous items of office and <br />plant equipment, all of which will be particularly described in CITY'S Certificate of Completion <br />prepared after the completion and installation of the improvements and machinery herein described <br />which shall be furnished to and filed with the Chief Appraiser of Lamar County and the Tax <br />Assessor and Collector of the City of Paris. Said Certificate shall be duly executed by the Mayor <br />of the City of Paris and attached hereto as Exhibit B. The improvements described in this <br />paragraph shall be hereinafter referred to as IMPROVEMENTS. The IMPROVEMENTS will <br />be at a cost in excess of $37,000,000.00, and shall be substantially completed on or about July 31, <br />1999; provided, that OWNER shall have such additional time to complete the IMPROVEMENTS <br />as may be required in the event of "force majeure" if OWNER is diligently and faithfully pursuing <br />completion of the IMPROVEMENTS. For this purpose, "force majeure" shall mean any <br />contingency or cause beyond the reasonable control of OWNER including, without limitation, acts <br />of God, or the public enemy, any natural disaster, war, riot, civil commotion, insurrection, <br />governmental or de facto governmental action, unless caused by acts or omissions of OWNER, <br />fires, explosions, accidents, floods, and labor disputes or strikes. The date of completion of the <br />IMPROVEMENTS shall be defined as the date a Certificate of Occupancy is issued by the City <br />of Paris. <br /> <br />IV. <br />Consideration <br />Improvements <br /> <br />4.1. The OWNER agrees and covenants that it will diligently and faithfully, in a good <br />and workmanlike manner, pursue the completion of the IMPROVEMENTS as a good and valuable <br /> <br />TAX ABATEMENT AGREEMENT. Page 2 <br />