WHEREAS, the Village has previously entered into a Development Agreement with Green Bay Cheese, a wholly owned subsidiary of DCI Cheese Co. Inc., (GBC), DCI Cheese Co. doing business in Wisconsin through GBC (DCI), and Suamico Converters, LLC, a limited liability corporation organized under the laws of the State of Wisconsin ("OWNER"), entitled Tax Incremental District #2 development Agreement (hereinafter "Parent Agreement"); and

WHEREAS, GBC, DCI, OWNER and the Village (collectively the Parties) have reached agreement to amend the Parent agreement to more accurately reflect their intent; and

WHEREAS, the Parties have reduced their agreement to amend the Parent agreement to writing (the Amendment Agreement) and have attached hereto and incorporated herein a copy of the Amendment Agreement; and

WHEREAS, the Parties reiterate and affirm all content and definitions contained in the Parent Agreement except as amended and modified by the Amendment Agreement; and

NOW THEREFORE, BE IT HEREBY RESOLVED by the Village Board of the Village of Suamico:

That the attached Amendment Agreement is hereby authorized and approved

BE IT FURTHER RESOLVED

That all appropriate officers and agents of the Village are authorized and directed to take such actions as are reasonably necessary to execute and carry out the Amendment Agreement.

Adopted this ____day of _____________________, 2007.