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<br />Section 2. The conditions precedent to closing identified in paragraph 6
<br />of the Lease Termination Agreement have been satisfied.
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<br />Section 3. The Chairman of the ~oard of Supervisors and the County
<br />Clerk be and they hereby are authorized and directed to execute and seal with the
<br />official seal of the County, the documents' authorized, adopted, approved, and
<br />identified in Section 1 of this resolution and deliver the same to Continental.
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<br />Section 4. Without in any way limiting the power, authority or discretion
<br />elsewhere herein granted or delegated, the County (1) authorizes and directs all
<br />of the officers and employees of the County to carry out or cause to be carried
<br />out, and perform such obligations of the County and such other actions as they,
<br />or anyone of them, in consultation with bond counsel, the County Attorney or
<br />,Continental, shall consider necessary, advisable, desirable or appropriate in
<br />connection with this Resolution, the documents connected herewith, including
<br />without limitation and whenever appropriate the execution and delivery thereof
<br />and of all other related documents, instruments, certifications and opinions, and
<br />(2) delegates, authorizes and directs the Chairman of the Board of Supervisors the
<br />right, power and authority to exercise his or her own independent judgment and
<br />absolute discretion in determining and fina1i7.1ng the terms, provisions, form and
<br />contents of each of the documents hereinbefore identified and referred to. The
<br />execution and delivery by the Chairman or by any other County official of such
<br />documents, instruments, certifications and opinions, or the doing by them of any
<br />act in connection with any of the matters which are the subject of this Resolution,
<br />shall constitute conclusive evidence of both the County's and their individual
<br />approval of all changes, modifications, amendments, revisions and alterations
<br />made therein and shall conclusively establish their absolute, unconditional and
<br />irrevocable authority with respect thereto from the County and, the authorization,
<br />approval and ratification by the County of the documents, instruments,
<br />certifications and opinions so executed and the actions so taken.
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<br />Section 5. If any part of this Resolution, including the documents referred
<br />to herein which are made a part hereof and incorporated by this reference herein,
<br />shall be held invalid, the invalidity of such part shall not affect any other part of
<br />this Resolution or of any other of said documents or parts thereof.
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<br />Section 6. All resolutions or orders or parts thereof in conflict with the
<br />provisions of this Resolution are, to the extent of such conflict, hereby repealed.
<br />Amendment, Change or Modification in the Lease, and Agreement by and between the County
<br />of Hall, State of Nebraska and Gangwish Farm and Grain, Inc., and change of address in the
<br />Mortgage and Trust Indenture by and between Couno/ of Hall, State of Nebraska and Five Points
<br />Bank, Grand,Island, Nebraska (the "Trustee");
<br />.'WHEREAS, the County leased the "Project" (as defined in the Indenture and further
<br />described in the Lease described in this paragraph) to Gangwish Farm and Grain, Inc., as lessee
<br />(the "Lessee") under and pursuant to a Lease and Agreement dated as of June 15, 1978 and
<br />thereafter amended by the Amendment (referred to herein as the "Lease"), by and between the
<br />County and the Lessee;
<br />"WHEREAS, the Lease provides that the Lessee has the unconditional right to purchase
<br />the Project at the end of the lease or any extension term thereof or at such earlier time as all
<br />Bonds have been paid or provision is made for the repayment thereof;
<br />WHEREAS, Lessee was merged into Continental Grain Company, a Delaware Corporation
<br />("Continental") on or about July 21, 1988 and thereafter, Continental became successor in interest
<br />to all the rights and obligations of Lessee;
<br />WHEREAS, Continental has fully repaid the Bonds and all other payments assoCiated
<br />therewith and has made all payments required to be made pursuant to the Lease, has agreed to
<br />purchase the Project as provided in the Lease, and has discharged all other obligations contained
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<br />.~." "'1~,,,, 'r"'<:l' 1;','" <:l'I~lrl! 1r1h 1"\ lr.~ 1~:P,I' ture: and
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