Exhibit 10.27
SUBLEASE AGREEMENT
(BUYER SUBLEASE)
THIS SUBLEASE AGREEMENT (this "Agreement") is made as of the 16th day of
June, 2005, by and between THE BOEING COMPANY, a Delaware corporation
("Boeing"), BOEING IRB ASSET TRUST, a Delaware statutory trust ("Sublessor"),
and MID-WESTERN AIRCRAFT SYSTEMS, INC., a Delaware corporation ("Sublessee").
WITNESSETH:
WHEREAS, The Boeing Company, a Delaware corporation ("Boeing") and
Sublessee have entered into that certain Asset Purchase Agreement dated as of
February 22, 2005 (the "Purchase Agreement"), which contemplates that Sublessee
will sublease a portion of the assets (the entirety of such assets, including
both the "Retained Assets" and "Transferred Assets" as hereinafter defined, the
"IDB Assets") financed through the issuance by the City of Wichita, Kansas (the
"Issuer") of the Issuer's Industrial Revenue Bonds (as identified by Schedule I
hereto, collectively, the "Bonds"), and the provision of the proceeds of the
Bonds to Boeing pursuant to each Lease Agreement listed in Schedule II hereto,
as each such Lease Agreement (except the Lease Agreement dated as of December 1,
2004) was amended by the Master Amendment to Lease Agreement dated as of
December 1, 2004 (collectively and as so amended, the "Lease Agreement") between
the Issuer, as Lessor, and Boeing, as Lessee; and
WHEREAS, Boeing has assigned the Lease Agreement to Sublessor pursuant to
that certain Assignment Agreement of even date herewith (the "Lease
Assignment"); and
WHEREAS, Sublessee desires to sublease from Sublessor, and Sublessor
desires to sublease to Sublessee, that portion of the IDB Assets listed in
Schedule III hereto, including without limitation the real property described on
Schedule IV hereto (collectively, the "Transferred Assets") for the rentals and
upon the terms and conditions hereinafter set forth; and
WHEREAS, Sublessor has subleased to Boeing that portion of the IDB Assets
other than the Transferred Assets (the "Retained Assets") upon the terms and
conditions set forth in that certain Sublease Agreement of even date herewith
between Sublessor and Boeing (the "Boeing Sublease"); and
WHEREAS, the Lease Agreement at Section 8.1 or Section 8.01, as the case
may be, provides as follows:
"This Lease may be assigned and the Project subleased, as a whole or
in part, by Lessee without the necessity of obtaining the consent of either
Issuer or Trustee, subject, however, to all of the following conditions:
(a) No assignment shall relieve Lessee from primary liability for
any obligations hereunder, and in the event of any such assignment
Lessee shall continue to remain primarily liable for payment of the
amounts specified in Section 5.02 hereof and for performance and
observance of the other agreements on its part
herein provided to be performed and observed by Lessee to the same
extent as though no assignment had been made.
(b) The assignee or sublessee shall assume the obligations of
Lessee hereunder to the extent of the interest assigned or subleased.
(c) Lessee shall, within 30 days after the delivery thereof,
furnish or cause to be furnished to Issuer and Trustee a true and
complete copy of each assignment, assumption of obligation or
sublease, as the case may be."; and
WHEREAS, pursuant to the Lease Assignment, Boeing shall retain primary
liability for its obligations under the Lease Agreement (the "IDB Obligations");
and
WHEREAS, the payment of the principal of and interest on each issue of the
Bonds is unconditionally guaranteed by The Boeing Company, as Guarantor (the
"Guarantor"), pursuant to each related Guaranty Agreement listed in Schedule II
hereto (collectively, the "Guaranty") between the Guarantor and The Bank of New
York Trust Company, N.A. (in its own name and as successor to each other Trustee
named as such by a particular Guaranty Agreement), which Guaranty will remain in
full force and effect while any Bonds remain outstanding; and
WHEREAS, Boeing agreed in connection with the issuance of the Bonds, among
other things, not to take any action that would violate the IDB Obligations; and
WHEREAS, Boeing, Sublessor and Sublessee desire that the Bonds, including
the Bonds related to the Transferred Assets, remain outstanding in order that
the Retained Assets and the Transferred Assets shall continue to qualify under
applicable State of Kansas law for the ten calendar year ad valorem tax
exemption (the "Exemption") as provided thereby; and
WHEREAS, Sublessee henceforth will have entire operational control of the
Transferred Assets and Boeing and Sublessor will have no further rights to
enter, possess or otherwise operate, control or maintain the Transferred Assets;
and
WHEREAS, Boeing and Sublessee have agreed that any rent payable for the
Transferred Assets has been paid as part of the purchase price under the
Purchase Agreement;
WHEREAS, Boeing's primary liability will terminate upon the respective
termination of each Lease Agreement and the Guarantor's obligations under each
Guaranty will terminate once the related Bonds no longer are outstanding; and
WHEREAS, Boeing, Sublessor and Sublessee desire to provide for the purchase
from time to time of the Transferred Assets, the termination of each Lease
Agreement and related Guaranty and the conveyance of full legal title to the
Transferred Assets from the Issuer to Boeing and from Boeing to Sublessee upon
the respective terminations of each Lease Agreement.
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NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Sublessor and Sublessee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 CERTAIN DEFINED TERMS. For purposes of this Agreement,
capitalized terms that are used but not otherwise defined in this Agreement
shall have the meanings given to them in the Purchase Agreement and in the Lease
Agreement.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 2.01 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBLESSOR.
(a) Each of Boeing and Sublessor represents, warrants and covenants to
Sublessee that it will not violate or contravene any written
representation, warranty, covenant or other agreement or obligation of
Boeing or Sublessor with respect to the IDB Obligations, and, furthermore,
that it will not, without the written consent or direction of Sublessee,
take any action or, to the extent within its control, permit there to be
taken any action the consequence of which would be that the Bonds no longer
would be outstanding under each related Indenture of Trust and the
Transferred Assets no longer would qualify for the Exemption; provided that
Boeing or Sublessor may in its sole discretion, at the time of its
choosing, and without prior notice to Sublessee, take such an action and
Boeing or Sublessor may terminate this Agreement, subject to the last
sentence of this Section 2.01(a), in the event there is a breach by
Sublessee of its agreements, as set forth in Section 2.02 hereof. Each of
Boeing and Sublessor shall also have the right, in its sole discretion and
at the time of its choosing, and without prior notice to Sublessee, to take
such an action and terminate this Agreement, subject to last sentence of
this Section 2.01(a), for any reason (except a breach of Sublessee, as
aforesaid), but only if, on or before the termination date of this
Agreement, Boeing either (i) pays to Sublessee an amount equal to the then
remaining dollar benefit of the Exemption with respect to the Transferred
Assets, as calculated by discounting such remaining dollar benefit to the
termination date using the then prime rate plus 1%; (ii) irrevocably agrees
to pay to Sublessee the dollar benefit of the Exemption with respect to the
Transferred Assets at the same times and in the same amounts as if the
Exemption remained in effect with respect to the Transferred Assets; or
(iii) takes such actions in cooperation with the Issuer and Sublessee as
shall be required directly to qualify Sublessee for the Exemption with
respect to the Transferred Assets. Boeing and Sublessee shall in good faith
exert their respective commercially reasonable best efforts to cause the
actions described in clause (iii) of the immediately preceding sentence to
have been consummated and this Sublease to have been terminated no later
than December 31, 2005 and in that connection shall jointly engage legal
counsel mutually acceptable to them to represent them both before the City
for that purpose (the fees and expenses of which engagement shall be
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borne equally by Boeing and Sublessee and which engagement shall be
undertaken with such waivers of conflicts of interest as Xxxxx Xxxx LLP,
Boeing and Sublessee may reasonably require). The termination date of this
Agreement shall be the earlier of (x) the date this Agreement is terminated
pursuant to the immediately preceding sentence, or (y) the date on which
Sublessee receives legal title to the Transferred Assets in accordance with
Section 6.02 hereof.
(b) Boeing and Sublessor hereby represent that they have performed all
duties and obligations of "Lessee" under the Lease Agreement including
those relating to the ownership, operation, use and maintenance of the IDB
Assets, including the Transferred Assets, financed with the proceeds of the
Bonds and that the representations and warranties of "Lessee" under the
Lease Agreement remain true and correct.
(c) Each of Boeing and Sublessor hereby represents that Sublessor is
the owner and holder of all of the Bonds, free and clear of any liens,
security interests or adverse claims. Sublessor covenants that Sublessor
will not (and Boeing covenants that it will not cause Sublessor to) sell or
otherwise transfer or xxxxx x xxxx or security interest in or to the Bonds,
or any of them, without Sublessee's prior written consent, except pursuant
to a Permitted Assignment (as defined in the trust agreement of Sublessor).
Each of Boeing and Sublessor represents and covenants that it has not
granted any lien or security interest in any of its interest in or to, nor
has it assigned, the Lease Agreement, or any of them (other than pursuant
to the Lease Assignment), and will not assign or otherwise transfer any of
its interest in the Lease Agreement, including the creation of any lien or
security interest in such interest, without Sublessee's prior written
consent, except pursuant to a Permitted Assignment (as defined in the trust
agreement of Sublessor).
(d) Boeing covenants promptly to provide Sublessee with notice of any
"event of default" under the Lease Agreement of which Boeing has actual
knowledge, and to provide Sublessee with a copy of any written notice of
default promptly upon receipt thereof by Boeing. Sublessor covenants
promptly to provide Sublessee with notice of any "event of default" under
the Lease Agreement of which Sublessor has actual knowledge, and to provide
Sublessee with a copy of any written notice of default promptly upon
receipt thereof by Sublessor.
(e) Boeing and Sublessor covenant not to enter into any amendment of
the Lease Agreement, or any of them, or the Lease Assignment or Boeing
Sublease, without Sublessee's prior written consent, which shall not be
unreasonably withheld.
(f) Each of Boeing and Sublessor represents and warrants that neither
the execution and delivery of this Agreement, the Boeing Sublease, the
Lease Assignment, the trust agreement of Sublessor or the Pledge as defined
therein, or the trust agreement of TBC Trust, a Delaware statutory trust
(all as in effect on the date hereof), nor consummation of the transactions
contemplated thereby and that occur in compliance with the terms thereof,
violates the Lease Agreement.
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(g) Boeing and Sublessee each agrees to use its commercially
reasonable efforts to take all necessary actions within its power and
control, in each of its capacities under the IRB Documents (as that term is
defined in the trust agreement of Sublessor), to make the following
statements true and correct with regard to each of TBC Trust, a Delaware
statutory trust ("TBC Trust" and together with Sublessor, the "Trusts"), at
all times following the date hereof until such time as this Agreement has
been terminated; provided that commercially reasonable efforts shall not
include any action to the extent necessary or made more burdensome or
costly as the result of (i) a breach of any IRB Document by the other in
any capacity thereunder or (ii) any action by, or claim against, the other
or any of its Affiliates in the individual capacity of the other or its
Affiliate. For purposes of this Section 2.01(g), "IRB Documents" means (i)
this Agreement; (ii) the trust agreement of Sublessor; (iii) the trust
agreement of TBC Trust; (iv) the Lease Assignment; and (v) the Pledge (as
defined in the trust agreement of Sublessor); "IRB Transactions" means the
occurrence of (a) the formation of the Trusts and the execution of the
trust agreements of each of the Trusts and the issuance of the Transferred
Assets Ownership Class (as defined in the trust agreement of Sublessor),
(b) the assignment to Sublessor, pursuant to the Lease Assignment, of the
leases, bonds and assets identified therein, (c) the valid execution and
delivery of the IRB Documents and (d) the consummation of the other
transactions contemplated by the IRB Documents; and "Boeing IRB Documents"
means collectively the Lease Agreement, the Guaranty and the Indentures
governing the Bonds.
(i) Each of the Trusts has been duly organized as a statutory
trust under the Delaware Statutory Trust Act and has full power and
authority and holds all requisite governmental licenses, permits and
approvals to (A) enter into and perform its obligations under the IRB
Documents to which it is a party and to consummate the IRB
Transactions and (B) conduct the business to be conducted under the
IRB Documents and as contemplated by the IRB Documents.
(ii) The execution, delivery and performance of the IRB Documents
by each Trust which is a party thereto and the consummation of the IRB
Transactions are within each such Trust's powers, have been duly
authorized by all necessary action and do not:
(A) contravene any law, statute, rule or regulation binding
on or affecting such Trust;
(B) violate or result in a default or event of default or an
acceleration of any rights or benefits under any Boeing IRB
Document or any indenture, agreement or other instrument binding
upon such Trust; or
(C) result in, or require the creation or imposition of, any
lien on any assets of any such Trust or the Transferred Assets.
(iii) The execution, delivery and performance of the IRB
Documents by each Trust which is a party thereto and the consummation
of the IRB Transactions do not contravene the trust agreement or
certificate of trust of such Trust.
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(iv) No consent, authorization or approval or other action by,
and no notice to or filing with, any Governmental Authority or
regulatory body or other Person is required for the due execution,
delivery or performance by each Trust and Boeing of the IRB Documents
and the consummation of the IRB Transactions, except such as have been
obtained or made and are in full force and effect.
SECTION 2.02 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBLESSEE.
(a) In order that Boeing and Sublessor shall not violate their
agreements with respect to the IDB Obligations and that Boeing, in its
capacity as Guarantor of the Bonds, shall not be at risk to incur any
greater pecuniary obligation by operation of the Guaranty, Sublessee, as
the sublessee and operator of the Transferred Assets, covenants and agrees
with Sublessor and Boeing that, so long as the Bonds remain outstanding
under each related Indenture of Trust, Sublessee will not (i) violate or
contravene any written representation, warranty, covenant or other
agreement or obligation of Boeing or Sublessor with respect to the IDB
Obligations and (ii) cause Boeing or Sublessor to be in violation or
contravention of any term of the Lease Agreement or otherwise with respect
to the IDB Obligations by taking or failing to take any action within
Sublessee's control; provided that Sublessee's entering into and
performance of the IRB Documents to which Sublessee is a party shall not be
deemed a breach of this sentence.
(b) Sublessee further represents, warrants and covenants to Sublessor
and Boeing that Sublessee (i) is a corporation organized and existing under
the laws of the State of Delaware, (ii) is qualified to do business in the
State of Kansas, and (iii) does hereby assume, within the meaning and for
the purposes of the "Assignment and Subleasing" provisions of the Lease
Agreement as recited in the preambles hereof, all of the IDB Obligations of
the "Lessee" to the extent of the Transferred Assets; provided that (i)
Sublessee does not assume and shall have no obligation, under this
paragraph or any other provision of this Agreement, with respect to any IDB
Obligations arising prior to the date of this Agreement or any, indemnity
obligation with respect to any IDB Obligations occurring or existing prior
to the date of this Agreement, and (ii) Sublessee's obligation to pay rent
shall be as provided by Article V hereof.
(c) Sublessee covenants, upon receipt by Sublessee or Sublessor of a
written request therefor from the Issuer under Section 7.6 or Section 7.06,
as the case may be, of the Lease Agreement, promptly to provide to Boeing
and Sublessor the annual financial statements and reports of Sublessee,
which Boeing and Sublessor may then provide to the Issuer in accordance
with such section of the Lease Agreement.
(d) Sublessee hereby acknowledges that it has received each Lease
Agreement relating to the Bonds and has had the opportunity to review the
agreements, obligations and covenants of Boeing set forth therein,
including, in particular, those agreements, obligations, representations,
warranties and covenants relating to the ownership, operation, use and
maintenance of the Transferred Assets.
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ARTICLE III
INCORPORATION OF LEASE AGREEMENT
Each Lease Agreement is hereby incorporated by reference into this
Agreement as if it appeared in this place, it being the intention of the parties
that the provisions of the Lease Agreement relating to the Lessee and the
Project from and after the date of this Agreement shall apply equally to
Sublessor and Sublessee in accordance with their respective interests in the IDB
Assets. Accordingly, as between Boeing and Sublessor, on the one hand, and
Sublessee, on the other hand, Sublessee, by virtue of its assumption under
Section 2.02(b) hereof of Sublessor's IDB Obligations to the extent of the
Transferred Assets, hereby agrees that all duties, responsibilities and
obligations of "Lessee" under the Lease Agreement shall be and become the
duties, responsibilities and obligations of Sublessee to the extent of the
Transferred Assets; provided that Sublessee's obligation to pay rent shall be as
provided by Article V hereof. Sublessee agrees to cooperate with Boeing and
Sublessor, and Boeing and Sublessor agree to cooperate with Sublessee if, as and
when necessary (i) to permit Boeing and Sublessor (at Boeing's cost) to comply
with their duties, responsibilities and obligations and to exercise their rights
under the Lease Agreement and Boeing Sublease relating to the Retained Assets,
(ii) to permit Sublessee (at Sublessee's cost) to comply with its assumed
duties, responsibilities and obligations and to exercise its assumed rights
under the Lease Agreement relating to the Transferred Assets, and (iii) in
connection with the respective applications by Boeing, Sublessor and Sublessee
for the Exemption applicable to their respective portions of the IDB Assets.
ARTICLE IV
DEMISING CLAUSE
Sublessor demises and leases to Sublessee, and Sublessee subleases from
Sublessor, the Transferred Assets, subject only to Permitted Encumbrances (as
defined in the Purchase Agreement), including the restriction that no existing
building nor any building which is constructed or placed upon the property,
either temporarily or permanently, shall be used for the purpose of housing any
multi-game, casino-style gambling on the premises, in accordance with the
provisions of this Agreement, to have and to hold for the term of this
Agreement, which, subject to Section 2.01(a) hereof, shall be coterminous with
the Lease Terms respectively relating to each Lease Agreement.
ARTICLE V
SUBLEASE OF ASSETS TO SUBLESSEE; RENTAL PROVISIONS
SECTION 5.01 QUIET ENJOYMENT. Sublessor hereby covenants and agrees that it
has good and valid leasehold interest in all of the Transferred Assets, free and
clear of all Encumbrances, except Permitted Encumbrances (as defined by the
Purchase Agreement). Sublessor covenants and agrees that it will not take any
action, other than pursuant to this Agreement, to prevent Sublessee from having
quiet and peaceable possession and enjoyment of the Transferred Assets during
the Lease Term and will, at the request of Sublessee, and at
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Sublessee's cost, to the extent that it may lawfully do so, join in any legal
action in which Sublessee asserts its right to such possession and enjoyment.
SECTION 5.02 RENTS AND OTHER AMOUNTS PAYABLE. As and for complete and
entire payment of its rentals hereunder, Sublessee agrees to pay, in accordance
with the terms of the Purchase Agreement and as a part of the purchase price
provided therein, to or at the direction of Boeing the amount allocated to the
Transferred Assets pursuant to Section 1.4 of the Purchase Agreement, which
amount Sublessor acknowledges and agrees to be the complete and entire amount of
rentals for the Transferred Assets due and owing or to become due and owing to
Sublessor during the Lease Term. Sublessor covenants and agrees that it will
continue to pay rent through the Offset Mechanism (as that term is defined in
the trust agreement of Sublessor). Sublessee shall notify Boeing and Sublessor
of any event relating to the Transferred Assets that would require a payment
into the Bond Fund under the Lease Agreement, but Sublessee's payment of rentals
as aforesaid shall be deemed to include any such payment into the Bond Fund.
Upon receipt of such a notice from Sublessee, Boeing and Sublessor shall perform
in accordance with the applicable requirements of the Lease Agreement. Sublessee
agrees that Boeing shall be entitled to any Bond Fund balance payable to
"Lessee" upon the termination of the Lease Agreement.
SECTION 5.03 INCOME TAX TREATMENT. Sublessor and Sublessee acknowledge that
Boeing has treated itself as owner of the Transferred Assets subject to the
Lease Agreement for United States federal and Kansas and other state income tax
purposes and agree that, consistent with such treatment, for such purposes the
Sublessor and Sublessee shall treat the Lease Assignment and this Agreement and
the subletting and conveyance of Transferred Assets to Sublessee hereunder as a
sale of such Transferred Assets by Boeing to Sublessee and the payment of rent
hereunder as payment of purchase price for such Transferred Assets by Sublessee
to Boeing (except as may be required otherwise pursuant to a final
"determination" as defined in Section 1313(a) of the Internal Revenue Code of
1986, as amended, or corresponding final determination under state income tax
law).
SECTION 5.04 BOEING INDUSTRIAL DISTRICT. Sublessee is hereby designated to
act on behalf of Sublessor to exercise such rights with respect to the
Transferred Assets as Sublessor may have with respect to that part of the
Transferred Assets that is included within the Boeing Industrial District.
ARTICLE VI
CONVEYANCE OF TITLE
SECTION 6.01 PURCHASE OF ASSETS. The Transferred Assets include (i) assets
that no longer qualify for the Exemption (the "Non-Qualifying Assets") and (ii)
assets that qualify for the Exemption, in each case until the expiration of the
first 10 calendar years immediately following the year during which the Issuer
issued the corresponding Bonds (the "Qualifying Assets"). Boeing and Sublessor
hereby agree with respect to the Non-Qualifying Assets that they shall, and
Boeing shall cause Sublessor to, proceed expeditiously in accordance with
Article X of each affected Lease Agreement (x) to purchase the IDB Assets that
are Non-Qualifying Assets, (y) to terminate the related Lease Terms (as defined
in the Lease
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Agreement) and redeem the related Bonds and (z) to obtain from the Issuer such
instruments as shall be necessary to convey to Sublessor full legal title in and
to such IDB Assets, whereupon Sublessor shall convey title to Sublessee pursuant
to Section 6.02. Boeing and Sublessor further agree with respect to the
Qualifying Assets that they shall, and Boeing shall cause Sublessor to, proceed
expeditiously, in accordance with Article X of each affected Lease Agreement,
(u) to purchase the IDB Assets that from time to time become Non-Qualifying
Assets upon the expiration of the related 10 calendar year Exemptions, (v) to
terminate the related Lease Terms (as defined in the Lease Agreement) and redeem
the related Bonds and (w) to obtain from the Issuer conveyance of legal title
directly to Sublessee.
SECTION 6.02 CONVEYANCE TO SUBLESSEE. Upon receipt from time to time of
legal title to the IDB Assets that are Nonqualifying Assets as provided by
Section 6.01, or upon receipt of legal title to IDB Assets that are Transferred
Assets upon a termination pursuant to Section 2.01(a), Sublessor shall, and
Boeing shall cause Sublessor to, without delay, in exchange for Sublessee's
leasehold interest in such IDB Assets, convey full legal title (but subject to
the Permitted Encumbrances (as defined in the Purchase Agreement, other than the
Lease Agreements and IDB Obligations), any Encumbrance arising as a result of a
breach of this Agreement or any other IRB Document by Sublessee or the Special
Agent under the trust agreement of TBC Trust, and any Encumbrance arising as a
result of any action or omission by Sublessee or any Affiliate of Sublessee in
its individual capacity, as opposed to its capacity as an agent or owner of a
Trust) in and to the Transferred Assets to Sublessee by xxxx of sale in the same
form as Exhibit J of the Purchase Agreement (in the case of Transferred Assets
that are personal property) or by special warranty deed in the same form as the
Warranty Deed delivered at Closing under the Purchase Agreement (in the case of
Transferred Assets that are real property), with appropriate modifications to
reflect the Transferred Assets, whereupon this Agreement shall terminate and be
of no force and effect with respect to such Transferred Assets. Boeing shall
execute the special warranty deed to be delivered by Sublessor for the purpose
of covenanting that (a) the real property conveyed by such deed is free and
clear of any encumbrance done or suffered by Boeing, other than the Permitted
Encumbrances and other Encumbrances described above in this Section 6.02, and
(b) Boeing will warrant and defend title to such real property against any
lawful claims and demands of all persons claiming under Boeing (other than
Permitted Encumbrances or any Encumbrances described above in this Section
6.02). In addition, in the case of Transferred Assets that are real property,
Boeing shall execute and deliver to Sublessee a quitclaim deed conveying any
interest Boeing may have in such Transferred Assets being conveyed.
SECTION 6.03 UNDERTAKING BY BOEING. Boeing shall cause Sublessor to perform
the obligations of Sublessor under this Agreement, and Boeing (in each of its
capacities under the IRB Documents, as that term is defined in the trust
agreement of Sublessor) shall take such actions as may be necessary and are
permitted under such IRB Documents so that the obligations to Sublessee set
forth in this Agreement are performed in accordance with the terms thereof
(regardless of whether such obligations and the Lease Assignment are in fact
enforceable), except to the extent to the extent such performance is prevented
or made more burdensome or costly as the result of (i) a breach of this
Agreement or any other IRB Document by Sublessee or the Special Agent under the
trust agreement of TBC Trust or (ii) any action by, or claim against, Sublessee
or any Affiliate of Sublessee in its individual capacity, as opposed to its
capacity as an agent or owner of a Trust.
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ARTICLE VII
MISCELLANEOUS
SECTION 7.01 INCORPORATION OF RECITALS. The recitals to this Agreement are
by this reference incorporated herein, as some are contractual in nature.
SECTION 7.02 NO PUBLIC ANNOUNCEMENT. From the date of this Agreement,
neither of the parties hereto shall, without the written approval of the other
(such approval not to be unreasonably withheld or delayed), make any press
release or other public announcement concerning the transactions contemplated by
this Agreement, except as and to the extent that any such party shall be so
obligated by the applicable Requirements of Law, in which case such party shall
allow the other party reasonable time to comment on such release or announcement
and the parties shall use their reasonable time to comment on such release or
announcement and the parties shall use their reasonable efforts to cause a
mutually agreeable release or announcement to be issued; provided, however, that
the foregoing shall not preclude communications or disclosures necessary to
implement the provisions of this Agreement or to comply with any accounting or
Securities and Exchange Commission or Canadian securities disclosure obligations
or the rules of any stock exchange or national market system, provided that, to
the extent practicable, the disclosing party shall provide the other party
reasonable time and opportunity to comment on such disclosures.
SECTION 7.03 NOTICES. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given or delivered
(a) when delivered personally against written receipt, (b) if sent by registered
or certified mail, return receipt requested, postage prepaid, upon receipt, (c)
when sent by facsimile transmission if confirmed by another means described in
clause (a) or (b), and (d) one business day after deposited for delivery with a
nationally recognized overnight courier service, prepaid, and shall be addressed
as follows:
If to Sublessor: c/o The Boeing Company
Corporate Headquarters
M/C 5003-1001
000 Xxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Attention: General Counsel
Facsimile: (000) 000-0000
If to Boeing: The Boeing Company
Corporate Headquarters
M/C 5003-1001
000 Xxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Attention: General Counsel
Facsimile: (000) 000-0000
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If to Sublessee: Mid-Western Aircraft Systems, Inc.
Administration Building Mailroom
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
with a copy to: Xxxx Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000
or to such other address as such party may indicate by a written notice
delivered to the other parties hereto.
SECTION 7.04 SUCCESSORS AND ASSIGNS.
(a) Sublessor shall not assign any of its rights or interest in this
Agreement without Sublessee's written consent, which consent shall not be
unreasonably withheld.
(b) Other than pursuant to (i) the Loan Documents (as defined in the
Credit Agreement, dated as of June 16, 2005, among Mid-Western; Mid-Western
Aircraft Systems Holdings, Inc., a Delaware corporation; Onex Wind Finance
LP, a Delaware limited partnership; the financial institutions listed on
Schedule 2.01 to such Credit Agreement; Citicorp North America, Inc., as
administrative agent for the Lenders, as collateral agent, and as
documentation agent; Citigroup Global Markets Inc., as sole lead arranger
and bookrunner; and The Bank Of Nova Scotia and Royal Bank Of Canada, as
co-arrangers and as co-syndication agents, and The Bank Of Nova Scotia, as
Issuing Bank), and (ii) the Loan documents (as defined in the Credit
Agreement, dated as of June 16, 2005, among Sublessee, Onex Wind Finance
LP, Mid-Western Aircraft Systems Holdings, Inc. and the subsidiaries party
thereto, and Boeing), Sublessee shall not assign any of its rights or
interest in this Agreement, or sub-sublease all or any portion of the
Transferred Assets, without Boeing's and Sublessor's prior written consent,
which shall not be unreasonably withheld, except that Boeing or Sublessor
may withhold its consent to an assignment to a Disqualified Person (as
defined below) for any reason and at its sole discretion. Sublessee shall
bear or cause its assignee or sublessee to bear all transfer taxes incurred
as a result of any such assignment or sub-sublease. Sublessee shall provide
Boeing and Sublessor with thirty (30) days' notice prior to any proposed
assignment. Sublessee shall not delegate any of its duties or obligations
under this Agreement. Sublessee may assign its right to monies due or to
become due. No assignment, delegation or subcontracting by Sublessee, with
or without Boeing's or Sublessor's consent, shall relieve Sublessee of any
of its obligations under this Agreement or prejudice any rights of Boeing
or Sublessor against Sublessee whether arising before or after the date of
any assignment.
11
(c) The prohibition set forth in this Section 7.04 includes, without
limitation (and the following shall, subject to the immediately following
sentence, be deemed to be "assignments"): (i) a consolidation or merger of
Sublessee in which a Disqualified Person directly or indirectly holds,
immediately after consummation of the transaction more than fifty percent
(50%) of the voting power of the issued and outstanding voting stock of the
corporation resulting from or surviving such transaction; (ii) the
acquisition directly or indirectly by a Disqualified Person of voting stock
of any corporate seller having more than fifty percent (50%) of the voting
power of the issued and outstanding voting stock of Sublessee; (iii) the
sale, assignment or transfer of all or substantially all of the assets of
Sublessee to a Disqualified Person; and (iv) where Sublessee is a
partnership, acquisition of control of such partnership by a Disqualified
Person. Any consolidation, merger, acquisition of voting stock or sale,
assignment or transfer of all or substantially all of the assets of
Sublessee that is not prohibited by the immediately preceding sentence
shall not constitute an "assignment" for purposes of this Agreement and
shall not be prohibited by, or require Sublessor's consent under, this
Section 7.04.
A Disqualified Person is:
(i) a Person, a principal business of which is as an original
equipment manufacturer of commercial aircraft, defense systems,
satellites, space launch vehicles or space vehicles;
(ii) a Person that Boeing or Sublessor reasonably believes is
unable to perform this Agreement, for reasons, including but not
limited to, financial viability, export and import laws, and
demonstrated past performance failures;
(iii) a Person, that after giving effect to the transaction,
would be the supplier of more than forty percent (40%) by value of the
major structural components of any model of Boeing aircraft then in
production, unless it is mutually agreed that significant identifiable
benefits will accrue to Boeing as a result of the transaction; or,
(iv) a Person who is one of the following companies or a parent,
subsidiary or affiliate of one of the following companies: Lufthansa
Technique; Israeli Aircraft Industries; HAECO; PEMCO Aeroplex,
XXXX/Airbus, or who is an airline or an operator of commercial
aircraft in revenue service or a parent, subsidiary or affiliate of an
airline or an operator of commercial aircraft in revenue service.
(d) Sublessee shall not permit any Person described in clause (iv) of
the definition of Disqualified Person to hold any voting stock of Sublessee
at any time that Sublessee is not a Public Company (as defined below).
Sublessee shall not enter into any agreement under which any Person
described in clause (iv) of the definition of Disqualified Person is
entitled to designate one or more members of Sublessee's board of directors
at any time that Sublessee is a Public Company. A Public Company is any
Person (i) with equity securities registered under Section 12 of the
Securities Exchange Act of 1934 or which is subject to the reporting
requirements of Section 15(d) of the
12
Securities Exchange Act of 1934 or (ii) with equity securities traded or
quoted in a domestic or foreign securities exchange or market.
(e) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and permitted assigns. Nothing in
this Agreement, expressed or implied, is intended or shall be construed to
confer upon any Person, other than the parties and successors and assigns
permitted by this Section 7.04, any right, remedy or claim under or by
reason of this Agreement.
SECTION 7.05 ENTIRE AGREEMENT. This Agreement, including the Lease
Agreement incorporated herein by reference, the Schedules hereto, the Lease
Assignment, the Boeing Sublease, and the Purchase Agreement contain the entire
understanding of the parties hereto with regard to the subject matter contained
herein, and supersede all other prior agreements, understandings, term sheets,
heads of terms or letters of intent between or among any of the parties hereto.
SECTION 7.06 INTERPRETATION.
(a) Titles and headings to sections and subsections herein are
inserted for convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.
(b) For the purposes of this Agreement, (i) words in the singular
shall be held to include the plural and vice versa and words of one gender
shall be held to include the other gender as the context requires, (ii) the
terms "hereof", "herein" and "herewith" and words of similar import shall
be construed to refer to this Agreement in its entirety and to all of the
Schedules and not to any particular provision, unless otherwise stated, and
(iii) the term "including" shall mean "including without limitation."
(c) This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the
party drafting or causing any instrument to be drafted.
SECTION 7.07 AMENDMENTS AND WAIVERS. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by each of the parties or, in the case of a
waiver, by the party waiving compliance (and, in the case of a signature by
Sublessor, with the prior written consent of Boeing). Any such waiver, including
any waiver of this Section 7.07, shall be validly and sufficiently authorized
for the purposes of this Agreement if, as to any party, it is authorized in
writing by an authorized representative of such party (and, in the case of
Sublessor, Boeing has consented in writing to such waiver). The failure of any
party hereto to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision. No waiver of any breach of
this Agreement shall be held to constitute a waiver of any other or subsequent
breach.
SECTION 7.08 EXPENSES. Each party hereto will pay all costs and expenses
incident to its negotiation and preparation of this Agreement and to its
performance and compliance with all
13
agreements and conditions contained herein on its part to be performed or
complied with, including the fees, expenses and disbursements of its counsel,
accountants, advisors and consultants.
SECTION 7.09 PARTIAL INVALIDITY. Wherever possible, each provision hereof
shall be interpreted in such a manner as to be effective and valid under
applicable Law. In case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision or provisions shall be ineffective to the extent, but
only to the extent, of such invalidity, illegality or unenforceability without
invalidating the remainder of such invalid, illegal or unenforceable provision
or provisions or any other provisions hereof, unless such a construction would
be unreasonable.
SECTION 7.10 EXECUTION IN COUNTERPARTS; FACSIMILE. This Agreement may be
executed in two or more counterparts and via facsimile, each of which shall be
considered an original instrument, but all of which shall be considered one and
the same agreement, and shall become binding when one or more counterparts have
been signed by each of the parties hereto and delivered to each of the parties
hereto.
SECTION 7.11 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal Laws (as opposed to the conflicts of
Law provisions) of the State of Kansas.
SECTION 7.12 JURISDICTION. The parties hereby agree that any Proceeding
arising out of or related to this Agreement shall be conducted only in
Wilmington, Delaware. Without limiting Section 7.12, each party hereby
irrevocably consents and submits to the exclusive personal jurisdiction of and
venue in the federal and state courts located in Wilmington, Delaware.
SECTION 7.13 TIME OF ESSENCE. Time is of the essence for each and every
provision of this Agreement.
SECTION 7.14 DISPUTE RESOLUTION.
(a) The resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort, or
otherwise (collectively, "Disputes"), shall be exclusively governed by and
settled in accordance with the provisions of this Section 7.14; provided,
however, that this Section 7.14 shall not preclude any party from seeking
injunctive relief in a court of competent jurisdiction without complying
with the following provisions of this Section 7.14.
(b) The parties hereto shall use all commercially reasonable efforts
to settle all Disputes without resorting to mediation, arbitration or
otherwise.
(c) The party asserting a Dispute shall deliver to the other party a
written notice setting forth the basis for the issue in detail, and
identifying the section of this Agreement (the "Dispute Notice"). Within 10
Business Days of receipt of a Dispute Notice, the issue shall be elevated
to a designated panel of four individuals, two representatives from Boeing
or Sublessor, on the one hand, and two representatives from Sublessee, on
the other, each such representative familiar with the Business (and out of
14
each pair of representatives so designated, one shall be a business
representative, and the other shall be a technical or accounting
representative, as appropriate). The panel may be assisted by other
advisors, including accountants, attorneys, and employees, in its
discussions and review. Such representatives shall be empowered and
authorized to bind their respective companies with respect to the matter in
dispute, and to settle the issue on behalf of their respective companies.
These representatives shall for 30 Business Days after receipt of the
Dispute Notice, confer and in good faith make a reasonable effort to
resolve the issue.
(d) In the event that any Dispute remains unsettled after the
procedures set forth in Section 7.14(c), any party hereto may commence
Proceedings hereunder in any court specified in Section 7.12
SECTION 7.15 NOTICE TO ISSUER AND TRUSTEE. Boeing and Sublessor shall, upon
the execution and delivery of this Agreement, provide a copy of this Agreement,
as so executed and delivered, to the Issuer and the Trustee, in satisfaction of
the requirements of Section 8.1(c) or Section 8.01(c), as the case may be, of
the Lease Agreement.
15
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth hereinabove.
SUBLESSOR:
BOEING IRB ASSET TRUST,
By: The Boeing Company, not in its
individual capacity but solely as
Administrative Agent
By /s/ Xxxxx Xxxxxx
-------------------------------------
Name Xxxxx Xxxxxx
Title Director - New Business Ventures
BOEING:
THE BOEING COMPANY
By /s/ Xxxx Xxxxx
-------------------------------------
Name Xxxx Xxxxx
Title Director - Asset Management
SUBLESSEE:
MID-WESTERN AIRCRAFT SYSTEMS, INC.
By /s/ Xxxxx Xxxxxx
-------------------------------------
Name Xxxxx Xxxxxx
Title Vice President, Secretary &
Treasurer
Acknowledged and accepted by:
GUARANTOR:
THE BOEING COMPANY
By /s/ Xxxxx Xxxxxx
----------------------------------
Name Xxxxx Xxxxxx
Title Director - New Business Ventures
[Signature Page to Buyer Sublease]
ACKNOWLEDGMENT OF SUBLESSEE
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
I, the undersigned, a Notary Public in and for said County in said State,
do hereby certify that Xxxxx Xxxxxx, whose name as VP, Secretary & Treasure of
Mid-Western Aircraft Systems, Inc. is signed to the foregoing Sublease
Agreement, and who is known to me to be such officer, acknowledged before me on
this date that, being informed of the contents of said Sublease Agreement, he or
she, in his or her capacity as such officers and with full authority, executed,
sealed and delivered the same voluntarily for and as the act of said Company.
Given under my hand and seal of office this 15 day of June, 2005.
[SEAL] /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Notary Public
My Commission Expires:
Xxxxx X. Xxxxxxx
Notary Public, State of New York
No. 01FR6124292
Qualified in New York County
Commission Expires March 28, 2009
ACKNOWLEDGMENT OF SUBLESSOR
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
I, the undersigned, a Notary Public in and for said County in said State,
DO HEREBY CERTIFY that Xxxxx Xxxxxx, whose name as Director- New Business
Ventures of The Boeing Company, solely in its capacity as Administrative Agent
of BOEING IRB ASSET TRUST, is signed to the foregoing Sublease Agreement, and
who is known to me to be such officers, acknowledged before me on this day that,
being informed of the contents of said Sublease Agreement, he or she, in his or
her capacity as such officer and with full authority, executed, sealed and
delivered the same voluntarily for and as the act of said Company.
Given under my hand and seal of office this 15 day of June, 2005.
[SEAL] /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Notary Public
My Commission Expires:
Xxxxx X. Xxxxxxx
Notary Public, State of New York
No. 01FR6124292
Qualified in New York County
Commission Expires March 28, 0000
XXXXXXXXXXXXXX XX XXXXXX
XXXXX XX XXX XXXX )
) ss.
COUNTY OF NEW YORK )
I, the undersigned, a Notary Public in and for said County in said State,
DO HEREBY CERTIFY that Xxxx Xxxxx, whose name as Director- Asset. Management of
THE BOEING COMPANY is signed to the foregoing Sublease Agreement, and who is
known to me to be such officer, acknowledged before me on this day that, being
informed of the contents of said Sublease Agreement, he or she, in his or her
capacity as such officer and with full authority, executed, sealed and delivered
the same voluntarily for and as the act of said Company.
Given under my hand and seal of office this 15 day of June, 2005.
[SEAL] /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Notary Public
My Commission Expires:
Xxxxx X. Xxxxxxx
Notary Public, State of New York
No. 01FR6124292
Qualified in New York County
Commission Expires March 28, 2009
SCHEDULE I
BONDS
CITY OF WICHITA, KANSAS
INDUSTRIAL REVENUE BONDS
(THE BOEING COMPANY PROJECT)
Series XIX, 1981
Series XXIII, 1982
Series X, 1983
Series XX, 0000
Series VII, 1984
Series XVII, 1985
Series VIII, 1986
Series X, 1987
Series VII, 1988
Series II, 1989
Series VIII, 1990
Series IX, 1991
Series IX, 1992
Series VI, 1993
Series XIV, 1994
Series X, 1995
Series VII, 1996
Series XVI, 1997
Series XIV, 1998
Series XIII, 1999
Series VI, 2000
Series X, 2001
Series V, 2002
Series V, 2003
Series VI, 2004
1
SCHEDULE II
LEASE AGREEMENT AND GUARANTY
GUARANTY AGREEMENT BETWEEN THE BOEING
LEASE AGREEMENT BETWEEN CITY OF WICHITA, COMPANY, AS GUARANTOR, AND THE BANK OF
AS LESSOR, AND THE BOEING COMPANY, AS NEW YORK TRUST COMPANY, N.A., AS TRUSTEE
LESSEE, DATED: AND AS SUCCESSOR TRUSTEE, DATED:
---------------------------------------- ----------------------------------------
December 1, 1981* December 1, 1981
December 1, 1982* December 1, 1982
December 1, 1983* December 1, 1983
December 1, 1983 (Lease Agreement No. 7) - December 1, 1983
recorded December 16, 1983 on Film 628,
Page 899 (Tract XII)*
December 1, 1984* December 1, 1984
December 1, 1985* December 1, 1985
December 1, 1986 - recorded December 16, December 1, 1986
1986 on Film 853, Page 895 (Tract XV)*
December 1, 1987 - recorded December 15, December 1, 1987
1987 on Film 937, Page 1120 (Tracts IX
and XXII)*
December 1, 1988* December 1, 1988
December 1, 1989 - recorded December 12, December 1, 1989
1989 on Film 1084, Page 1358 (Tracts
XXIV, XXV and XXVIII)*
December 1, 1990* December 1, 1990
December 1, 1991 - recorded December 11, December 1, 1991
1991 on Film 1212, Page 580 (Tract
XVIII)*
December 1, 1992 - recorded December 15, December 1, 1992
1992 on Film 1300, Page 1514 (Tract
XIX)*
December 1, 1993* December 1, 1993
December 1, 1994* December 1, 1994
December 1, 1995* December 1, 1995
December 1, 1996* December 1, 1996
December 1, 1997* December 1, 1997
December 1, 1998* December 1, 1998
December 1, 1999* December 1, 1999
1
December 1, 2000* December 1, 2000
December 1, 2001* December 1, 2001
December 1, 2002* December 1, 2002
December 1, 2003* December 1, 2003
December 1, 2004 December 1, 2004
* As amended by the Master Amendment to Lease Agreement dated as of December
1, 2004.
2
SCHEDULE III
TRANSFERRED ASSETS
The Transferred Assets include assets that are subject to the Lease
Agreement and that would be "Assets" as determined under Section 1.1 of the
Purchase Agreement (other than Section 1.1(a)(xvii) therein contained) if they
were not subject to the Lease Agreement, including the following:
1
SCHEDULE IV
LEGAL DESCRIPTION
TRACT IX:
The Northwest Quarter of the Northeast Quarter (NW/4 NE/4) of Section 14,
Township 28 South, Range 1 East of the 6th P.M., Sedgwick County, Kansas, except
the North 990 feet thereof, and except that part lying within an easement for
railroad purposes, of record in the Office of the Register of Deeds in Ms. Book
164, at Page 249, and except that part lying within Industrial Park Complex
Addition to Sedgwick County, Kansas, and more particularly described as follows:
Beginning at the Southwest corner of the Northwest Quarter of the Northeast
Quarter (NW/4 NE/4) of Section 14, Township 28 South, Range 1 East of the 6th
P.M., where found a 6" x 4" sandstone;
thence North 89 degrees 56' 38" East along the South line of said NW/4 of the
NE/4, a distance of 936.55 feet, to the West line of Industrial Park Complex
Addition to Sedgwick County, Kansas, where found a 1/2" I.P.;
thence North 0 degrees 39' 59" East along the West line of said Industrial Park
Complex Addition a distance of 334.86 feet, where found a 3/4" I.P.;
thence North 90 degrees West a distance of 270.48 feet to a line 660 feet West
of and parallel with the East line of said NW/4 of the NE/4 of Section 14, where
found a 3/4" I.P.;
thence South 0 degrees 41' 12" West along said line 660 feet West of and
parallel with the East line of said NW/4 of the NE/4 a distance of 49.77 feet to
a line 1040 feet South of and parallel with the North line of said NW/4 of the
NE/4, where set a 3/4" I.P., also being the Southeast corner of an easement for
railroad purposes, of record in the Office of the Register of Deeds in Ms. Book
164, at Page 249;
thence North 90 degrees West along the South line of said easement, to the West
line of said NW/4 of the NE/4, a distance of 666.06 feet, where set a 3/4" I.P.;
thence South 0 degrees 39' 41" West along the West line of said NW/4 of the NE/4
a distance of 286.00 feet to the point of beginning.
TRACT XII (REVISED LEGAL DESCRIPTION)
A portion of the West 1/2, of the Southeast 1/4, Section 14, Township 28 South,
Range 1 East of the 6TH Principal Meridian, Sedgwick County, Kansas described
as:
Commencing at the Southwest corner of the SE1/4, Section 14, Township 28 South,
Range 1 East of the 6TH P.M.; thence bearing N00degrees46'08"W along the West
line of said SE1/4, a distance of 84.20 feet to the Point of Beginning; thence
continuing bearing N00degrees46'08"W along the West line of said SE1/4; a
distance of 2570.46 feet to the Northwest corner of the SE1/4;
2
thence bearing N88degrees38'57"E along the North line of said SE1/4, a distance
of 725.20 feet; thence bearing S00degrees05'40"E, a distance of 192.22 feet;
thence bearing S23degrees05'11"E, a distance of 65.18 feet; thence bearing
S00degrees05'38"E, a distance of 838.31 feet; thence bearing
S89degrees59'33"W, a distance of 47.21 feet; thence bearing S00degrees07'47"W,
a distance of 1560.37 feet to the South line of said SE1/4; thence bearing
S88degrees13'22"W along the South line of said SE1/4, a distance of 281.84
feet; thence bearing N01degrees46'38"W, a distance of 30.00 feet; thence
bearing N83degrees43'20"W, a distance of 386.70 feet to the Point of Beginning.
TRACT XV:
Xxxx 0, 0 xxx 0, Xxxxx X, Sopjes Addition, Sedgwick County, Kansas.
TRACT XVIII:
Xxx 0, Xxxxx 0, Xxxxxx Xxxxxxxxxx Addition, Sedgwick County, Kansas
TRACT XIX:
Xxx 0, Xxxxx 0, Xxxxxx XxxXxxxxx West Addition, Sedgwick County, Kansas
TRACT XXII:
Xxx 0, Xxxxxxxx Xxxxxxxxxx 0xx Xxxxxxxx, Xxxxxxx, Xxxxxxxx Xxxxxx, Kansas,
except that part described as: Commencing at the Northeast corner of said Lot 1,
thence South 00 degrees 10' 41" East 311.87 feet; thence South 89 degrees 15'
44" West 615.71 feet; thence North 34.045 feet; thence West 773.05 feet to the
West line of said Lot 1; thence North along the West line of said Lot 1, to a
point 80.23 feet Southeasterly of the most Westerly corner of said Lot 1; thence
North 47 degrees 59' 41" West 80.23 feet to the most Westerly corner of said Lot
1; thence North 42 degrees 00' 19" East 200.05 feet; thence North 89 degrees 20'
20" East 1314.02 feet to the place of beginning, and except the South 726 feet
thereof.
TRACT XXIV:
Xxx 0, Xxxxxxxx Xxxxxxxxxx 0xx Xxxxxxxx, Xxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx.
TRACT XXV:
Beginning at a point 2244.1 feet West of the Northeast corner of the Northeast
Quarter of Section 14, Township 28 South, Range 0 Xxxx xx xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx; thence South 840 feet, more or less to the
North line of Railroad right-of-way as established in Misc. Book 164, page 249;
thence West 200 feet; thence North 840 feet, more or less, to the North line of
Section 14; thence East 200 feet to the point of beginning. EXCEPT the North 66
feet thereof for road purposes.
3
TRACT XXVI:
Beginning at a point 1986.1 feet West of the Northeast corner of Section 14,
Township 28 South, Range 0 Xxxx xx xxx Xxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxx
Xxxxxx, Xxxxxx; thence South 840 feet, more or less, to the North line of
Railroad right-of-way as established in Misc. Book 164, page 249; thence West
258 feet; thence North 840 feet, more or less, to the North line of said
Section; thence East 258 feet to the point of beginning. EXCEPT the North 66
feet thereof for road purposes.
4
