REALLOCATION AGREEMENT

THIS REALLOCATION AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of June, 2010, by and between Douglas County, Kansas (the “County”) and the City of Lawrence, Kansas (the “City”).

RECITALS

WHEREAS, the County has received an allocation of the national Recovery Zone Facilities Bonds limitation in the amount of $11,700,000 (the “Allocation”) pursuant to the American Recovery and Reinvestment Tax Act of 2009, codified in Title 26 of the United States Code and IRS Notice 2009-50, 2009-26 I.R.B. 1118 and the matters set forth and referenced therein issued on June 12, 2009 (the “Act”); and

WHEREAS, the County has not applied the Allocation to any other financing nor has the County reallocated the Allocation to any other unit of local government; and

WHEREAS, the County filed a Recovery Zone Bond Notice of Intent to Issue with respect to the Allocation on or before September 15, 2009 with the Kansas Department of Commerce Development; and

WHEREAS, in accordance with the Act, the County may reallocate to another unit of local government all or any part of the Allocation in any reasonable manner as the County shall determine; and

WHEREAS, the City has heretofore authorized the issuance of its Tax-Exempt Recovery Zone Facility Industrial Revenue Bonds for the purpose of financing the cost of acquiring, constructing, renovating, expanding, equipping and furnishing a distribution facility for the benefit of Berry Plastics (the “Project”); and

WHEREAS, the City has requested the County, and the County desires, to reallocate to the City the authority to issue Recovery Zone Facility Bonds in the principal amount not to exceed $11,700,000 for the Project;

NOW, THEREFORE, IN CONSIDERATION of the foregoing recitals, mutual agreements, covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt, sufficiency and validity of which is hereby acknowledged, the parties agree as follows:

1. Reallocation of the Allocation.  The County hereby reallocates to the City, and the City agrees to accept and use, the Allocation for the Project in accordance with all applicable provisions of the Act.

2. Execution and Counterparts.  This Agreement may be executed in counterpart copies and shall become binding when all parties hereto have signed the signature page or a counterpart copy and such execute counterparts have been attached to this Agreement.

3. Governing Law.  This Agreement and all matters relating to this Agreement shall be governed by the laws of the State of Kansas.

IN WITNESS WHEREOF, the County and the City have executed this Agreement as of the date first above written.

DOUGLAS COUNTY, KANSAS

By:

Nancy Thellman

Commission Chair

(SEAL)

ATTEST:

By: ___________________________________

Douglas County Clerk

CITY OF LAWRENCE, KANSAS

By:

Mike Amyx

Mayor

(SEAL)

ATTEST:

By:

City Clerk