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In m 4P o n C A (n .Z X z ^ a cn z D; N r rv e c o ~rn ~ ^r = to CD x C3 -n M Ca Z 1--~ (0 M F~ ~ 3 r C r c.3j rn Co NT CHASE AGREEM w E THIRD ADDENDUM TO LEASE PUR e~ This Third Addendum to Lease Purchase Agreement (this "Third Addendum") is executed and delivered as of the first day of September, 2011 by and between the CITY OF GRAND ISLAND, NEBRASKA, a city of the first class of the State of Nebraska ("City") and FONNER PARK EXPOSITION AND EVENTS CENTER, INC., a Nebraska nonprofit corporation ("Heartland"). ~v RECITALS c~ - WHEREAS, the City and Heartland have entered into a Lease Purchase Agreement dated October 9, 2001 (the "Original Lease Purchase Agreement") which has been modified and amended by an Addendum to Lease Purchase Agreement dated August 26, 2003 also by and between said parties (the "First Addendum") and which has been further modified and amended by a Second Addendum to Lease Purchase Agreement dated December 1, 2004 also by and between said parties (the "Second Addendum" and, together with the Original Lease Purchase Agreement and the First Addendum, the "Existing Lease Purchase Agreement") all relating to the planning, designing, constructing and financing of an agricultural exposition and events center which the City proposes to lease and acquire for the benefit of the City and its inhabitants in accordance with the authorization provided for in Section 19-2421, R.R.S. Neb. 2007, as amended; WHEREAS, Heartland is concurrently entering into a Trust Indenture and Security Agreement dated as of September 1, 2011 (the "Indenture") with Wells Fargo Bank, National Association, as trustee (the "Bond Trustee") under which Heartland is issuing, on behalf of the City, Heartland's Refunding Building Bonds (Heartland Events Center Project), Series 2011, in the principal amount of Five Million Seven Hundred Ninety-five Thousand Dollars ($5,795,000) (the "Bonds"); WHEREAS, in connection with the issuance of the Bonds, it is necessary and advisable for the City and Heartland to amend and modify the Lease Purchase Agreement to include certain provisions for the benefit of the registered and beneficial owners of the Bonds; NOW THEREFORE, in consideration of the mutual covenants contained herein and of the purchase of the Bonds by the original and subsequent purchasers of the Bonds, the parties do hereby agree and contract as follows: Section I. Amendment of Definitions of Terms. The definitions of terms set forth in Section 2 of the Original Lease Purchase Agreement and in Section I of the Second Addendum