85' 006350
<br />THIS LEASE AGREEMENT dated as of December 1, 1985, by and
<br />between Hall County, Nebraska, a body politic and corporate,
<br />duly organized and existing under the laws of the State of
<br />Nebraska (the "Issuer "), and Pioneer Hi -Bred International,
<br />Inc., a corporation duly organized and existing under the laws
<br />of the State of Iowa (the "Company ").
<br />W I T N E S S E T H:
<br />WHEREAS, the Issuer, pursuant to the provisions of the
<br />Nebraska Industrial Development Act, Sections 18 -1614 to
<br />18 -1623, inclusive, Reissue Revised Statutes of Nebraska, 1943,
<br />as amended (herein, together with all future acts supplemental
<br />thereto or amendatory thereof, called the "Act "), is authorized
<br />and empowered under the Act to issue revenue bonds for the
<br />purpose of defraying the cost of acquiring or improving any
<br />project or projects, defined in the Act to mean any land, any
<br />building or other improvement, and all real and personal
<br />properties deemed necessary in connection therewith, whether or
<br />not now in existence, which shall be suitable for use for
<br />manufacturing or industrial enterprises to acquire, whether by
<br />construction, purchase, devise, gift, or lease, or any one or
<br />more of such methods, one or more projects, which shall be
<br />located within, without, partially within or partially without
<br />the corporate limits of the Issuer; to lease to others any or
<br />all of its projects for such rentals and upon such terms and
<br />conditions as its governing body may deem advisable and as
<br />shall not conflict with the provisions of the Act; and to
<br />secure the payment of such bonds, as provided in the Act; and
<br />WHEREAS, the Issuer, by resolution duly adopted at a
<br />meeting of the governing body of the Issuer held on July 19,
<br />1983, for the purpose of providing an inducement to the Company
<br />to lease and develop facilities located within the corporate
<br />limits of the Issuer, authorized the financing, pursuant to a
<br />lease agreement and the issuance and sale of revenue bonds, of
<br />the acquisition and construction by the Issuer of certain
<br />buildings and related improvements and the acquisition and
<br />installation of certain items of machinery and equipment used
<br />in connection therewith, which will constitute a "Project ", as
<br />defined in the Act; and
<br />WHEREAS, the Issuer has determined to issue pursuant to the
<br />Indenture and.the Act a series of revenue bonds to be
<br />designated "Hall County, Nebraska, Industrial Development
<br />Revenue Bonds (Pioneer Hi -Bred International, Inc. Project)
<br />Series 1985" (the "Series 1985 Bonds ") in the aggregate
<br />principal amount of $1,000,000, to defray a portion of the cost
<br />of the Project; and
<br />WHEREAS, the Issuer proposes to lease the Project to the
<br />Company and the Company proposes to lease the Project from the
<br />Issuer upon the terms and conditions and for the purposes set
<br />forth herein; and
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