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                                            Tax Increment Financing Agreement

                                                          Town of Freetown
                                                         S&S Freetown LLC

This Agreement is made this 16th day of December 2002 by and between the Town of Freetown, a municipal corporation duly organized under the laws of the Commonwealth of Massachusetts, having a place of business at Freetown Town Hall, 3 North Main Street, Freetown, Massachusetts 02702, acting through the Board of Selectmen (hereinafter called "the Town") and S&S Freetown LLC, a Massachusetts Limited Liability Company, with a business address at 1385 Hancock Street, Quincy, MA 02169 (hereinafter called "the Company").  This Agreement will take effect on the later of (i) final approval by the Massachusetts Economic Assistance Coordinating Council and (ii) the Company (or one of its affiliates) becoming an owner or lessee of the Facility (as defined below).

WHEREAS, the Company wishes to construct a state-of-the-art distribution center in Freetown on real property to be purchased or leased by the Company (or by one of its affiliates) (street address to be determined) located entirely within the boundaries of the Greater New Bedford Regional ETA and the South Main Street Industrial EOA, which have been designated as such by the Massachusetts Economic Assistance Coordinating Council (such real property and the warehouse and distribution center to be constructed therein hereinafter collectively referred to as ("the Facility") and obtain certain tax exemptions from the Town for said Facility, and

WHEREAS, the Company has embarked upon a strategy of significant capital investment in plant, equipment and job creation at its planned Facility in Freetown;

WHEREAS, the Facility will further economic development goals and the criteria established for the ETA and the EOA;

WHEREAS, by vote of the
Town Meeting on October 28th, 2002 (the "Town Meeting Vote"), the Town was authorized to enter into a Tax Increment Financing Agreement with the Company in the form hereof,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties to mutually agree as follows:

A. The Company's Obligations

   1. The Company, through its affiliate, shall own or lease approximately one million, one hundred,
       and thirty thousand (1,130,000) square feet of buildings in Freetown (street address to be
       determined) to expand the Company's distribution operations.  The proposed warehouse and
       distribution Facility anticipates construction of two large buildings each in excess of 500,000
       square feet along with a truck maintenance and fueling facility with an approximate value of

   2. Construction of the Facility will require the employment of approximately 300-500 construction
       workers during the development phase of the Facility through completion.  Operation of the
       Facility will directly and indirectly employ between 600 and 750 new and existing workers
       within the first five (5) years after commencement of operations at the Facility.  The Company,
       through its affiliate, expects to operate a distribution center in the Facility and, through its
       affiliates, shall exercise good faith efforts to maintain the level of jobs described as long as
       this Agreement is in effect.

   3.  Subject to applicable law and assuming equal qualification, the Company shall cause its
       affiliates to reasonably cooperate with Job Training Partnership Act programs and the
       Division of Employment and Training of the Commonwealth of Massachusetts, the Town of
       Freetown, the Fall River Career Center, the City of New Bedford Office of Employment and
       Training and other agencies, as appropriate, in seeking to fill vacancies at the Facility from the
       local community.  The Company, through its affiliates, shall, assuming equal qualification, afford
       preference in hiring to qualified residents of the Town of Freetown who meet the Company's
       standards for hiring with respect to new jobs created at the Facility.  The Company, through
       its affiliates, shall, to the extent reasonable, assuming equal qualification, and after the preference
       to Freetown residents as described above, provide preference in hiring to qualified residents of
       the Fall River Economic Target Area and the Greater New Bedford Economic Target Area
       for the remaining new jobs at the Facility.  All of the terms of this Section 3 shall be implemented
       in a manner that does not result in the violation of any federal or state law or regulation,
       or operate against the best interest of the Company or its affiliates.

   4. The Company shall encourage the general contractor construting the Facility to make all good
       faith efforts to use local qualified contractors for construction of the Facility.  The Company
       shall also make all reasonable efforts to use qualified local contractors for any future repairs
       or renovations to the Facility.  Further, the Town expresses its preference that the Company
       use local contractors who have training programs to encourage the training of a skilled

   5. If the Company decides to transfer control of the Facility or business and/or the operations
       therein to an entity that is either affiliated or not affiliated with the Company, the Company shall
       make good faith efforts to give the Town at least sixty (60) days prior notice of said
       transfer.  Said notice shall be given by certified mail, return receipt requested or by a
       reputable overnight delivery service, to the Board of Selectmen, Town of Freetown, 3 North
       Main Street, Freetown, Massachusetts, 02702, which notice shall include the name, address
       and description of the transferee.  Upon any such assignment, said assignee shall be bound by
       Company, and the terms and conditions of this Agreement that are to be observed or
       performed by the Town shall inure to the benefit of such assignee.  Further, upon any such
       assignment, all references herein to the Company shall be deemed to mean such assignee.

   6. The Company shall make every effort to have the building construction completed on or before
       June 30, 2004.  This date may be changed upon mutual agreement of the Company and the

   7. The Company agrees to use reasonable efforts to increase income generation for business in
       Freetown by making concerted efforts to purchase goods and services from such businesses

   8. The Company agrees to register in the Town and pay excise taxes on all existing and newly
       acquired fleet trucks and trailers garaged in Freetown.

   9. The Company or an affiliate shall provide the Town with an annual report by July 31 of each
       year during the Exemption Period (hereinafter defined).  In accordance with Massachusetts
       Law, the annual report shall include the following information:

         (1) The total number of employees at the Facility;
         (2) The number of Freetown residents employed at the Facility at the beginning and end of
              the year;
         (3) The specific number of residents of the Fall River Economic Target Area and the Greater
              New Bedford Economic Target Area (excluding Freetown) employed at the Facility at
              the beginning and end of the year; and
         (4) The Company's financial contribution to the Town (i.e., property taxes, motor vehicle
              excise and water/sewer fees).

         Said annual report shall be given to the Board of Selectmen, Town of Freetown, 3 North Main
         Street, Freetown, Massachusetts, 02702.

B. The Town's Obligations

    1. The Town shall grant the Company a tax increment financing exemption on the value of all
        improvements constructed on the site in accordance with the exemption schedule set forth
        below in accordance with Massachusetts General Laws,
Chapter 23A, Section 3E, Chapter 40,
        Section 59, and Chapter 59, Section 5.  Said exemption shall be valid for a period of twenty
        (20) years (the "Exemption Period") in accordance with the Exemption Schedule set forth
        below.  The Exemption Period shall commence with the fiscal year that the Facility is
        assessed as completed ("Exemption Period Commencement Date").  Until the Exemption
        Period Commencement Date, the Town agrees that the building will not be assessed property
        tax and that the taxes assessed shall be based on an unimproved parcel at the commercial
        tax rate.  Said exemption schedule is as follows:

Term                               Fiscal Year                      Exemption                 Taxes Due

Year 1                                                                         75%                          25%
Year 2                                                                         50%                          50%
Years 3-15                                                                   35%                          65%
Years 16-20                                                                   1%                          99%

   2. The Town also acknowledges that all personal property situated at the Facility shall receive a
       100% exemption from all personal property taxes as long as this Agreement is in full force
       and effect.

C. Other Provisions

   1. The COMPANY agrees to pay all costs of the Town's Legal Counsel with respect to preparing,
       reviewing and executing the TIF documents up to and not exceeding, One Thousand Dollars
       ($1,000.00).  This reimbursement will be accepted by the Board of Selectmen as a gift to the
       Town from the Company under MGL
Chapter 44, Section 53A upon billing of the Town for
       these services.

   2. If the Company or its affiliates fails to exercise reasonable efforts to meet or maintain
       employment goals, or comply with the other terms of Section A of this Agreement, and the
       Company or its affiliates does not commence to cure such failure within sixty (60) days after
       written notice thereof to the Company from the Town and thereafter diligently prosecute to
       cure such failure, the Town may request revocation of this Agreement and de-certification of the
       Facility by the Economic Assistance Coordinating Council, in accordance with the
       Commonwealth of Massachusetts Regulations
760 CMR, Section 22.08, as amended, and M.G.L.
Chapter 23A, Section 3F.

   3. Approval of this Agreement is contingent upon the Company or its affiliates, ability to meet the
       requirements documented within all local regulations and General By-laws pertaining to the
       Facility, as governed by the Town and the local boards and commissions empowered by the
       Town to oversee the implementation of said regulations and General By-laws.

   4. This instrument contains the entire and only agreement between the parties with respect to the
       subject matter hereof and no oral statements or representations not contained in this instrument
       shall have any force or effect.  This instrument shall not be modified in any way except by
       writing subscribed to by the Company and the Town.

   5. This agreement shall be binding upon all parties to it, and be binding upon the Company and its
       affiliates and its successors and assigns and shall inure to the benefit of the corporate affiliates
       of the Company and the Company's successors, and assigns so long as the Facility has not been
       decertified by the EACC.

   6. This agreement shall automatically terminate upon the expiration of the Exemption Period
       described in Section (B) (1) above.

   7. It is agreed that if any provision of this Agreement or the application of any provision to any
       person or any circumstance shall be determined to be invalid or unenforceable, such
       determination shall not affect any other person or circumstance, all of which other provisions
       shall remain in full force and effect.  It is the intention of the parties here that if any
       provision of this Agreement is capable of two constructions one of which would render the
       provision valid, the provision shall have the meaning which renders it valid.

   8. Pursuant to
760 CMR 22.05(8), this Agreement shall be binding upon and inure to the benefit of
       subsequent owners of the Facility.

Executed as a sealed instrument on the day and year first above written.

Town of Freetown Board of Selectmen                                 S&S Freetown LLC

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