Exhibit 10.16
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STATE OF GEORGIA
COUNTY OF FAYETTE
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement") is made and entered into this
27/th/ day of October, 2000, by and between AIR EAGLE PROPERTIES, LLC
("Lessor"), WORLD AIRWAYS, INC. ("Lessee"), and PEACHTREE NATIONAL BANK
("Lender").
WHEREAS, Lessor is the owner of that certain tract of land more particularly
described in Exhibit"A" attached hereto and incorporated herein by reference;
WHEREAS, Lessee is the major tenant in that certain commercial office
building being constructed upon the property described in Exhibit"A", pursuant
to a pending Lease Agreement (the "Lease") between Air Eagle Properties, LLC and
World Airways, Inc.;
WHEREAS, Lender is making a commercial construction loan this date to
Air Eagle Properties, LLC for the construction of such commercial office
building located on the property described in Exhibit "A", and as a portion of
the collateral for said loan is taking a collateral assignment of the Lease,
along with all rights and privileges associated therewith; and
WHEREAS, the parties agree that to further secure said construction
loan, Lessee is depositing the cash sum of One Million Dollars ($1,000,000.00)
into escrow with Lender, under separate documents prepared by Lender for that
purpose, such that such fund shall secure the performance of Lessee under the
terms of the Lease, and shall be applied against rent due, or any other
financial obligations due by Lessee under said Lease in the event of default by
Lessee.
NOW, THEREFORE, for good and valuable consideration, which is
acknowledged by all parties, the parties agree as follows:
1. At the closing of the construction loan by Lender to Lessor, of even
date herewith, Lessee shall deposit with Lender the cash sum of One Million
Dollars ($1,000,000.00) (the "Escrowed Fund") to be held in an interest-bearing
escrow account by Lender, to secure the performance of Lessee under the Lease,
as assigned to Lender as a portion of the collateral underlying said
construction loan.
2. In the event that Lessee defaults under any term or provision of the
Lease, as referred to above, and in the event that Lessor is in default in
payment of its indebtedness to Lender, or under any other provision of the loan
documents, Lender shall have the immediate right to apply all or any portion of
the Escrowed Fund toward payment of any overdue indebtedness by Lessor to Lender
under the terms and provisions of any and all documents evidencing such
commercial construction loan, or against any rent due by Lessee to Lessor, as
pledged as collateral to Lender under said construction loan documents.
3. In the event of payment in full of such commercial construction
loan, or any extension, modification, or renewal thereof, or of any permanent
loan by Lender to Lessor, subsequent to completion of such construction, upon
approval of all parties, such Escrowed Fund shall be released to Lessee in
accordance with the terms of this Agreement.
4. This Agreement is being made for the purpose of inducing Peachtree
National Bank to enter into the commercial construction loan transaction with
Lessor of even date herewith, to loan all sums to Lessor pursuant to the Loan
Agreement between the parties, and to further perform all obligations with
respect thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement, the date
and year above written
AIR EAGLE PROPERTIES, LLC
____________________________ By: ____________________________
Witness Xxxxxx X. Xxxxxx, Manager
Sworn to and subscribed
before me this _____ day of
_____________, 2000
____________________________
Notary Public
My commission expires:
(Seal)
WORLD AIRWAYS, INC.
____________________________ By: ____________________________
Witness Xxxxxx X. Xxxxxx, Chairman and
Chief Executive Officer
Sworn to and subscribed
before me this _____ day of
_____________, 2000
____________________________
Notary Public
My commission expires:
(Seal)
PEACHTREE NATIONAL BANK
____________________________ By: ______________________________
Witness Xxxxx X. Stapletoh, Senior
Vice President
Sworn to and subscribed
before me this _____ day of
_____________, 2000
____________________________
Notary Public
My commission expires:
(Seal)
EXHIBIT "A" - LEGAL DESCRIPTION
ALL THAT TRACT or parcel of land lying and being in Land Lot 135 of the 7/th/
Land District, Peachtree City, Fayette County, Georgia, and being more
particularly described as follows:
BEGIN at an iron pin found which marks the northwesterly end of the mitered
right-of-way line formed at the intersection of the southeasterly right-of-way
line of Georgia Xxxxx Xxxxx Xx. 00 (r/w varies) and the northerly right-of-way
of Peachtree Parkway (100' r/w), and run thence along said right-of-way line of
Georgia State Route No. 74 north 39 degrees 38 minutes 49 seconds east a
distance of 333.67 feet to a concrete r/w monument; run thence along said
right-of-way line north 27 degrees 47 minutes 52 seconds east a distance of
397.89 feet to an iron pin set; run thence south 87 degrees 48 minutes 04
seconds east a distance of 107.94 feet to an iron pin set on the westerly
right-of-way line of a cul-de-sac of Xxxxxxx Drive (80'r/w) (under construction)
(proposed road); run thence along said right-of-way line of Xxxxxxx Drive along
the arc of a curve to the left a distance of 103.78 feet to a point, said arc
being subtended by a chord bearing south 41 degrees 17 minutes 34 seconds east a
chord length of 95.03 feet and having a left radius of 72.00 feet; run thence
along said right-of-way line of Xxxxxxx Drive along the arc of a curve to the
right a distance of 39.26 feet to a point, said arc being subtended by a chord
bearing south 45 degrees 5 minutes 23 seconds east a chord length of 36.52 feet
and said arc having a right radius of 30.00 feet; run thence along said
right-of-way line of Xxxxxxx Drive along the arc of a curve to the right a
distance of 76.76 feet to a point, said arc being subtended by a chord hearing
south 10 degrees 3 minutes 29 seconds east a chord length of 76.74 feet and
having a radius of 892.46 feet; run thence along said right-of-way line of
Xxxxxxx Drive south 12 degrees 31 minutes 19 seconds east a distance of 135.05
feet to a point; run thence along said right-of-way line of Xxxxxxx Drive along
the arc of a curve to the right a distance of 115.82 feet to a point, said arc
being subtended by a chord bearing south 3 degrees 18 minutes 20 seconds east a
chord length of 115.32 feet and having a radius of 360 feet; run thence along
said right-of way line of Xxxxxxx Drive south 5 degrees 54 minutes 40 seconds
west a distance of 257.96 feet to a point; run thence along the right-of-way
line formed by the intersection of said right-of-way line of Xxxxxxx Drive with
said right-of-way line of Peachtree Parkway along the arc of a curve to the
right a distance of 55.01 feet to a point, said arc being subtended by a chord
bearing south 50 degrees 56 minutes 20 seconds west a chord distance of 49.52
feet and having a radius of 35.00 feet; run thence along said right-of-way line
of Peachtree Parkway north 84 degrees 2 minutes 1 second west a distance of
564.28 feet to the southeastern end of said mitered right-of-way line formed by
the intersection of said right-of-way line of Peachtree Parkway and said
right-of-way line of Georgia State Route 74; run thence along said mitered
right-of-way line north 22 degrees 11 minutes 48 seconds west a distance of
47.62 feet to the Point of Beginning as established above; being shown and
described as 6.52 acres, containing 284,004 square feet on that certain plat of
survey prepared for Air Eagle Properties, L.L.C. by Xxxx X. Xxxxxxx, Georgia
Registered Land Surveyor No. 2711, dated April 17, 2000.
