WHEREAS, the Village of Suamico, Brown County, Wisconsin (the "Village") in 2004 created its Tax Incremental District No. 1 ("TID No. 1") for the purpose of promoting industrial and commercial development in the Village; and

WHEREAS, the industrial and commercial development projects in TID No. 1 constitute a revenue producing enterprise of the Village that is operated for a public purpose, and constitute a "public utility" within the meaning of Section 66.0621 of the Wisconsin Statutes; and

WHEREAS, to further its industrial and commercial development efforts in TID No. 1, the Village has amended the Boundaries of TID No. 1 and has amended the Project Plan for TID No. 1, which amendments were finally approved by the Joint Review Board on October 3, 2005;

WHEREAS, to further the industrial and commercial development efforts the Village has previously entered into a Developer's Agreement (the "Development Agreement") with Midwest Expansion I, LLC (the "Developer"); and

WHEREAS, the Village Board authorized the execution of the Development Agreement at meetings held on September 6, 2005 and September 19, 2005; and

WHEREAS, pursuant to the terms of the Development Agreement, the Village can issue to the Developer a Taxable Tax Increment Revenue Bond and a Tax-Exempt Tax Increment Revenue Bond (in the amount determined by Bond Counsel to be allowable), each of them payable solely from certain tax increments and other revenue generated from the Developer's Development Site (as defined in the Development Agreement);

WHEREAS, the Village, the Developer, and Bond Counsel have determined that the amount of the Tax-Exempt Tax Increment Revenue Bond is insufficient to justify the issuance of a separate obligation; and

WHEREAS, the Developer has documented costs sufficient to permit the issuance of a Taxable Tax Increment Revenue Bond in the amount of $2,449,325.

NOW, THEREFORE, BE IT RESOLVED by the Village Board of the Village of Suamico, Wisconsin, as follows:

Section 1. Reaffirmation of Development Agreement. The Village Board reaffirms the findings and recitals made in the Development Agreement. The Village Board confirms that as of the date of this Resolution there is no default on the part of the Developer in the performance of its obligations under the Development Agreement.

The Bond shall be payable in installments of principal due on April 1 and October 1 in each of the years and in the amounts as identified on the schedule attached as Exhibit A.

Interest on the Bond shall be payable on April 1 and October 1 of each year, commencing April 1, 2008 (the "Bond Payment Dates").

The Bond shall be subject to prepayment in whole or from time to time in part at any time, at the option of the Village. The amounts and maturities of the installments of principal of the Bond that are to be prepaid shall be selected by the Village.

The schedule of payments on the Bond is found to be such that the amount of annual debt service payments is reasonable in accordance with prudent municipal utility practices.

The Bond shall be signed by the manual or facsimile signatures of the Village President and Village Clerk of the Village (provided that, unless the Village has contracted with a fiscal agent to authenticate the Bond, at least one of such signatures shall be manual), and sealed with the corporate seal of the Village, or a facsimile thereof.

The Bond, together with interest thereon, shall be payable only out of the Special Redemption Fund hereinafter provided, and shall be a valid claim of the owner thereof only against the Special Redemption Fund and the revenues pledged to such Fund pursuant to this Resolution.

Section 3. Form of Bond. The Bond shall be in substantially the form set forth on Exhibit B hereto.

Section 4. Payable Solely From Revenues. The Bond, together with interest thereon, shall be payable only out of the Special Redemption Fund as hereinafter provided, and shall be a valid claim of the owner thereof only against the Special Redemption Fund and from the revenues pledged to such fund, and shall be payable solely from Available Tax Increment (as defined in the Development Agreement) derived from the Developer’s Development Site that has been received and retained by the Village in accordance with the provisions of Section 66.1105 of the Wisconsin Statutes and appropriated by the Village Board to the payment of the Bond (hereinafter referred to as "Tax Increments" or "Revenues").

As stated above, the application of Tax Increments to payment of the Bond is subject to annual appropriation by the Village Board. However, the Village fully expects and anticipates that to the extent Tax Increments are generated by the Development Site, it will appropriate such Tax Increments to the payment of the principal of and interest on the Bond, as provided in the Development Agreement.

Section 5. Special Redemption Fund. For the purpose of the application and proper allocation of the Revenues, and to secure the payment of the principal of and interest on the Bond, the Special Redemption Fund is hereby created and shall be used solely for the purpose of paying principal of and interest on the Bond in accordance with the provisions of the Bond and this Resolution.

Uninvested money in the Special Redemption Fund shall be kept on demand deposit with such bank or banks as may be designated from time to time by the Village as public depositories under the laws of Wisconsin. Such deposits of Special Redemption Fund money shall be secured to the fullest extent required by the laws of Wisconsin and the general investment policy of the Village.

Money in the Special Redemption Fund, if invested, shall be invested in direct obligations of, or obligations guaranteed as to principal and interest by, the United States of America, or in certificates of deposit secured by such obligations and issued by a state or national bank that is a member of the Federal Deposit Insurance Corporation and is authorized to transact business in the State of Wisconsin, maturing not later than the date such money must be transferred to make payments on the Bond. All income from such investments shall be deposited in the Special Redemption Fund, or deposited in the local government pooled-investment fund. Such investments shall be liquidated at any time when it shall be necessary to do so to provide money for any of the purposes for the Special Redemption Fund.

All Revenues shall be deposited in the Special Redemption Fund, and no other fund is created by this Resolution.

Section 6. Application of Revenues to Payment of the Bond. On each Bond Payment Date, the Village shall apply to the payment of the principal and interest due on the Bond Tax Increments received by the Village with respect to the Development Site during that calendar year and appropriated by the Village Board to the payment of the Bond. Revenues shall be applied first to the payment of any interest due on the Bond Payment Date and then to the payment of any principal due on that Bond Payment Date.

If on any Bond Payment Date there shall be insufficient Revenues appropriated to pay the principal or interest due on the Bond, the amount due but not paid shall accumulate and be payable on the next Bond Payment Date until the final Bond Payment Date. Interest at the rate of variable rate per annum described in Section 2 shall be paid on such unpaid amounts of principal and interest. The Village shall have no obligation to pay any amount of principal or interest on the Bond that remains unpaid after the final Bond Payment Date and the owner of the Bond shall have no right to receive payment of such amounts, unless there are available Revenues that are appropriated by the Village Board to payment of the Bond.

Section 7. Persons Treated as Owners; Transfer of Bond. The Village Clerk shall keep books for the registration and for the transfer of the Bond. The person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of either principal or interest on the Bond shall be made only to the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

The Bond may be transferred or assigned by the registered owner thereof only with the consent of the Village, by surrender of the Bond at the office of the Village Clerk accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing. Upon such transfer or assignment, the Village Clerk shall record the name of the transferee or assignee in the registration book and note such transfer or assignment on the Bond and re-issue the Bond (or a new Bond or Bonds of like aggregate principal amount and maturity).

The Bond may be exchanged for a new Bond or Bonds of like aggregate principal amount and maturity.

Section 8. General Authorizations. The Village President and Village Clerk and the appropriate deputies and officials of the Village in accordance with their assigned responsibilities are hereby each authorized to execute, deliver, publish, file and record such other documents, instruments, notices and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this Resolution and to comply with and perform the obligations of the Village under the Development Agreement and the Bond.

In the event that said officers shall be unable by reason of death, disability, absence or vacancy of office to perform in timely fashion any of the duties specified herein (such as the execution of the Development Agreement or the Bond), such duties shall be performed by the officer or official succeeding to such duties in accordance with law and the rules of the Village.

Section 9. Severability of Invalid Provisions. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining sections, paragraphs and provisions of this Resolution.

Section 10. Effective Date. This Resolution shall be effective immediately upon its passage and approval.

Adopted this 15^th day of October, 2007.

___________________________

Attest:

_________________________ [Seal]

Bonnie Swan

Village Clerk

Vote: Aye

Nay

Abstain

Absent

Form of Series A Tax Increment Revenue Bond

UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF BROWN
VILLAGE OF SUAMICO

TAXABLE TAX INCREMENT REVENUE BOND, SERIES 2007
(MIDWEST EXPANSION I, LLC PROJECT)

Date of
Number Original Issue

R-1 September 1, 2007

Registered Owner: MIDWEST EXPANSION I, LLC

(TIN )

This Bond shall be payable in minimum installments of principal due on April 1 and October 1, in each of the years and amounts shown on Exhibit A attached.

Interest shall be payable on April 1 and October 1 in each year, commencing April 1, 2008 (the "Bond Payment Dates").

This Bond has been issued to finance projects that are a part of the Village's industrial and commercial development utility, pursuant to Article XI, Section 3 of the Wisconsin Constitution and Section 66.0621, Wisconsin Statutes and acts supplementary thereto, and is payable only from the income and revenues herein described, which income and revenues have been set aside as a special fund for that purpose and identified as the "Special Redemption Fund." This Bond is issued pursuant to resolutions adopted on September 6, 2005, September 19, 2005, and October 15, 2007 by the Village Board of the Village (collectively, the "Resolutions") and pursuant to the Developer's Agreement dated September 20, 2005, between the Village and Midwest Expansion I, LLC (the "Development Agreement").

This Bond does not constitute an indebtedness of the Village within the meaning of any constitutional or statutory limitation or provision. The principal of and interest on this Bond shall be payable solely from Available Tax Increment (as defined in the Development Agreement) received by the Village with respect to its Tax Incremental District No. 1 that is appropriated by the Village Board to the payment of this Bond (the "Revenues"). Reference is hereby made to said Resolutions for a more complete statement of the revenues from which and conditions under which this Bond is payable, and the general covenants and provisions pursuant to which this Bond has been issued.

Revenues shall be applied first to the payment of any interest due on the Bond Payment Date and then to the payment of any principal due on that Bond Payment Date.

If on any Bond Payment Date there shall be insufficient Revenues appropriated to pay the principal or interest due on this Bond, the amount due but not paid shall accumulate and be payable on the next Bond Payment Date until the final Bond Payment Date. Interest at the rate calculated above per annum shall be paid on such unpaid amounts of principal and interest. The Village shall have no obligation to pay any amount of principal or interest on this Bond that remains unpaid after the final Bond Payment Date and the owner of this Bond shall have no right to receive payment of such amounts.

This Bond is subject to prepayment in whole or from time to time in part at any time, at the option of the Village. The amounts and maturities of the installments of principal of the Bond that are to be prepaid shall be selected by the Village.

The Village makes no representation or covenant, express or implied, that the Available Tax Increment or other Revenues will be sufficient to pay, in whole or in part, the amounts that are or may become due and payable hereunder.

The Village's payment obligations hereunder are subject to appropriation by the Village Board of Available Tax Increment or other amounts to make payments due on this Bond.

This Bond is issued by the Village pursuant to and in full conformity with the Constitution and laws of the State of Wisconsin.

This Bond may be transferred or assigned by the registered owner thereof only with the consent of the Village and the holder of the Bonds. In order to transfer or assign the Bond, Midwest Expansion I, LLC, or its assigns, shall surrender the Bond to the Village either in exchange for a new fully registered bond or for transfer of this Bond on the registration records for the Bond maintained by the Village. Each permitted transferee or assignee shall take this Bond subject to the foregoing conditions and subject to all provisions stated or referenced herein.

This Bond is issued in registered form in the denomination of $100,000 or any greater amount. Pursuant to SEC Rule 15c2-12, this Bond may only be transferred in denominations of $100,000 or greater. This Bond may be exchanged at the principal office of the Village for a like aggregate principal amount of Bonds of the same maturity in other authorized denominations.

It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this Bond have been done, have existed and have been performed in due form and time.

IN WITNESS WHEREOF, the Village Board of the Village of Suamico, Brown County, Wisconsin, has caused this Bond to be signed on behalf of said Village by its duly qualified and acting Village President and Village Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above.

This Bond shall be registered in registration records kept by the Village Clerk of the Village of Suamico, Brown County, Wisconsin, such registration to be noted in the registration blank below and upon said registration records, and this Bond may thereafter be transferred only upon presentation of this Bond together with a written instrument of transfer approved by the Village and duly executed by the Registered Owner or his attorney, such transfer to be made on such records and endorsed hereon.

Date of Name of Signature of
Registration Registered Owner Village Clerk