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2009o535s THIS LEASE-PURCHASE AGREEMENT dated as of the first day of July, 2009 (the Lease), by and between WELLS FARGO BROKERAGE SERVICES, LLC, as lessor (Lessor), whose address is 60$ Second Avenue South - 10th Floor; MAC: N9303-1OS, Minneapolis, MN 55479, Attention Public Finance, and the City of Grand Island, Nebraska, as lessee (Lessee) whose address is P.O. Box 196$, 100 East First Street, Grand Island, Nebraska 6$$02-196$. WITNESSETH: WHEREAS, Lessee is authorized under the terms of Section 13-304, R.R.S. Neb. 2007 to acquire, hold, improve and operate a recreational facility and to acquire such property by entering into lease-purchase agreement under Section 19-2421, R.R.S. Neb. 2007; and WHEREAS, Lessee, Lessor and Hall County Livestock Improvement Association (the Association) have entered into a Ground Lease dated as of July 1, 2009 (the Ground Lease), whereby the Association has leased to Lessor and Lessee certain land described therein and as set forth on Exhibit A hereto (the Land); and WHEREAS, Lessor has agreed to acquire and construct on the Land and lease and sell certain improvements constituting a building and related improvements on the Land (the Improvements) to Lessee, pursuant to this Lease in accordance with Lessee's requirements and specifications; and WHEREAS, Lessee has determined that it is necessary and desirable for it to obtain lease-purchase financing under this Lease for the construction and acquisition of such Improvements upon the Land; NOW THEREFORE, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: