HINKLE ELKOURI LAW FIRM L.L.C. FIRST AMENDMENT TO LEASE BY AND BETWEEN THE WICHITA AIRPORT AUTHORITY OF THE CITY OF WICHITA, KANSAS AND CESSNA AIRCRAFT COIvIPANY DATED AS OF DECEMBER 21, 2004 Amendment to 2001 lease
) FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE dated as of December 21, 2004, amending that certain Lease dated as of March I, 2001, all by and between THE WICHITA AIRPORT AUTHORITY OF THE CITY OF WICHITA, KANSAS, of Sedgwick County, Kansas (the "Issuer"), and CESSNA AIRCRAFf COMPANY, a Kansas corporation (the "Company"). WITNESSETH: WHEREAS, Issuer is a governmental or quasi-governmental entity duly organized and existing under the laws of the State of Kansas, believing itself to have full lawful power and authority to enter into this First Amendment to Lease; and WHEREAS, Issuer in furtherance ofthe purposes and pursuantto the provisionsofthe laws of the State of Kansas, including K.S.A. 3-153 et seq., as amended (the "Act"), the Issuer has heretofore issued its Taxable Airport Special Facilities Revenue Bonds, Series A, 2001 (Yingling Aviation Project) (the "Series A, 2001 Bonds") for the purpose of constructing office and hangar space at Wichita Mid-Continent Airport (the "Project"); and WHEREAS, the Project is located on the Premises described on Schedule I to the Lease dated as ofmarch 1,2001 by and between the Issuer and the Company (as amended and supplementedin accordance with the terms thereof, the "Lease"); and WHEREAS, pursuant to the Lease, the Issuer leased the Premises, includingthe Project, to the Company; and WHEREAS, pursuant to a Sublease Agreement dated as ofmarch 1, 2001 (the "Sublease"), the Company subleased the Premises, including the Project, to Yingling Aircraft, Inc., a Kansas corporation ("Yingling Aircraft"); and WHEREAS, the parties hereto hereby find it necessary and desirable to amend the Lease to remove certain real property from the Premises; and WHEREAS, the Owner of 100% of the outstanding Series A, 2001 Bonds and Yingling Aircrafthave consented to the removal ofsaid real property from the Premises and the amendment of the Lease. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, Issuerand Companydo hereby covenant and agree as follows: ( Amendment to 2001 Lease -1-
ARTICLE I 1.1 Representations and Covenants by Company. Company makes the following covenants and representations as the basis for the undertakings on its part herein contained. (a) Due Organization and Authority of Company. Company represents that it is a corporation duly organized and existing under the laws of the State of Kansas, with lawful power and authority to enterinto this Lease, acting by and through its duly authorized officers. (b) Maintenance of Existence by Company. Company shall maintain and preserve its existence and organization as a corporation and its authority to do business in the State of Kansas and to operate the Premises. (c) No Conflicts. Company represents that neither the execution and delivery of this First Amendment to Lease. the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this First Amendment to Lease contravenes the CertificateofIncorporation or bylaws of the Company, or conflicts with or results in a breach of the terms, conditions or provisions ofany mortgage, debt, agreement, indenture or instrument to which the Company is a party or by which it is bound. or to which it or any of its properties is subject, or constitutes a default (disregarding any required notice or the passage of any period of time) under any of the foregoing, or results in creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets ofthe Company under the terms of any mortgage, debt, agreement,indentureor instrument,or violates any existing law, administrative regulation or court orderor consent decree to which the Company is subject. TheLease, as amended hereby, constitutes a legal, valid and binding obligation ofthe Company enforceable in accordance with its terms. 1.2 Representations and Covenants by Issuer. Issuer makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) In the opinion of its attorney, Issuer is a governmental or quasi-governmental entity existing under the Constitution and laws of the State of Kansas. Under the provisions of the Act, Issuer, to the best of its knowledge and belief, has the power to enter into the transactions contemplated by this First Amendment to Lease and to carry out its obligations hereunder. (b) Issuerhas not, in whole or in part, assigned, leased, hypothecatedor otherwisecreated any otherinterest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be placed against the Project, except for the Lease and the pledge ofthe net revenues from the Project pursuant to the Indenture. (c) Issuerwill not during the Basic Termor the Additional Term, in whole or in part, assign, lease, hypothecate or otherwisecreate any other interestin, or dispose of, or cause or permit any lien, ( Amendment to 2001 lease -2-
claim or encumbrance to be placed against the Project, except as required by law or otherwise contemplated by the Lease, as amended by this First Amendment to Lease. ARTICLE II 2.1 Removal of Real Property. The parties hereto agree that the paved ramp area consisting of 11,970 square feet and parking and grass area consistingof 10,237 squarefeet, shall be removed from the Premises and shall no longer be subject to the Lease. 2.2 Amendment to Schedule I - Property Subject to Lease. Schedule I to the Lease is hereby amended to read as set forth on Schedule I to this First Amendment to Lease. 2.3 Amendment to Schedule II - Ground Rent Schedule. Schedule II to the 2001 Lease is hereby amended to read as set forth on Schedule II to this First Amendment to Lease. ARTICLEID 3.1 InvalidityofProvisions of First Amendment to Lease. If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby. 3.2 Covenants Binding on Successors and Assigns. The covenants, agreements and conditions herein contained shall be binding upon and inure to the benefitofthe parties hereto and their respective successors and assigns. 3.3 Section Headings. The section headings shall not be treated as a part of this First Amendment to Lease or as affecting the true meaning of the provisions hereof. 3.4 Execution of Counterparts. This First Amendment to Lease may be executed simultaneously in multiple counterparts, each ofwhich shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 3.5 Ratification and Confirmation of 2001 Lease. Except as may be specifically amended, supplemented or modified by the terms of this First Amendment to Lease, the Lease is hereby ratified and confirmed by the parties. Amendment to 2001 Lease -3-
IN WITNESS WHEREOF, the parties hereto have executed these presents and caused the same to be dated as of the day and year first above written. THEWICHITA AIRPORT AUTHORITY OF THE C Y OF WICHITA, KANSAS By: --::rf- _ Carlos Mayans, Mayor of t e City ofwichita, Kansas Karen Sublett, Airport Clerk "ISSUER" STATE OF KANSAS ) )SS. SEDGWICK COUNTY ) BE IT REMEMBERED that on thisl..t, day of,2005, before me, a notary public in and for said county and state, came Carlos Mayans, Mayor ofthe City ofwichita, Kansas, a municipal corporation of the State of Kansas, and Karen Sublett, Airport Clerk of The Wichita Airport Authority of the City of Wichita, Kansas, who are personally known to me to be the same persons who executed, as such officers, the within instrument on behalfofsaid Authority, and such persons duly acknowledged the execution of the same to be the act and deed of said Authority. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. [SEAL] v7q Notary Public My Appointment Expirer-.-::==::;;;;;;;::;;::;;:;;::=:,,: Amendment to 2001 Lease -4-
CESSNA AIRCRAFT CO:MPANY By: -:no C'YI _ Steven D. Morrissey, ent, Controller and Assistant Treasurer \ "COMPANY" ACKNOWLEDGMENTS STATE OF KANSAS SEDGWICK COUNTY ) ) SS: ) BE IT REMEMBERED that on thislay of,2005,before me, a notary public in and for said Countyand State,came StevenD. Morrissey, Vice President, Controllerand Assistant Treasurer and T. W. Wakefield, Vice President, General Counsel and Secretary of Cessna Aircraft Company, a Kansas corporation, on behalfofsaid corporation, and such persons duly acknowledged the execution of the same to be the act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. KAREN NESTELROAD NOTARY PUBlIC STAlEOF KANSAS My.Awt Exp....'i - '):boc.. My Appointment Expires: \ ;-0 D {". "';ofp:':. Notary Public in and for said County " and State c: Amendment to 2001 lease -5-
CONSENT OF BONDHOLDER The undersigned hereby certifies that he is a duly authorized officer of Cessna Aircraft Company, a Kansas corporation. and as such is authorized to execute this Consent of Bondholder, and hereby further certifies as follows: 1) Cessna Aircraft Company is the owner of 100% of the Outstanding Wichita Airport Authority of the City of Wichita. Kansas, Taxable Airport Special Facilities Revenue Bonds, Series A, 2001 (Yingling Aviation Project) (the "Series A. 2001 Bonds")., 2) As owner of the Series A, 2001 Bonds, Cessna Aircraft Company consents to the foregoing First Amendment to Lease dated December 21, 2004 by and between The Wichita Airport Authority of the City of Wichita. Kansas, as landlord. and Cessna Aircraft Company. as tenant, and to the removal ofcertain real property from the Premises as described therein. CESSNA AIRCRAFT COMPANY 'b. 9lt By: Steven D. Morrissey, Vice Presiden, Controller and Assistant Treasurer
CERTIFICATE OF TRUSTEE The undersigned hereby certifies that he is a duly authorized officer of The Bank of New York Trust Company, N.A., St. Louis. Missouri, a national banking association (the "Bank"). and as such is authorized to execute this Consent of Trustee. and hereby further certifies as follows: 1) The Bank is successor trustee to INTRUST Bank. N.A., under that certain Trust Indenture dated as of March 1.2001 authorizing and securing the City of Wichita. Kansas, Taxable Airport Special Facilities Revenue Bonds, Series A, 2001 (Yingling Aviation Project) (the "Series A, 2001 Bonds"). 1) Cessna Aircraft Company is the owner of I()()% of the Outstanding Wichita Airport Authority of the Outstanding Series A. 2001 Bonds. 2) The Bank, as trustee, acknowledges receipt of the foregoing First Amendment to Lease dated December 21, 2004 by and between The Wichita Airport Authority of the City of Wichita. Kansas, as landlord, and Cessna Aircraft Company, as tenant. THE BANK OF NEW YORK TRUST COMPANY, N.A. St. Louis, Missouri. as Trustee
SCHEDULE I SCHEDULE I TO THE INDENTURE OF TRUST OF THE WICHITA AIRPORT AUTHORITY OF THE CITY OF WICHITA, KANSAS, AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS SUCCESSOR TRUSTEE DATED MARCH 1, 2001, AND TO THE LEASE DATED MARCH 1,200I, AS AMENDED BY THE FIRST AMENDMENTTO LEASE DATED DECEMBER 21, 2004, BY AND BETWEENSAID AUTHORITY AND CESSNA AIRCRAFT BETWEEN SAID AUTHORITY AND CESSNA AIRCRAFT COMPANY PROPERTY SUBJECT TO LEASE The following facilities (on Exhibit "An hereto) located on Wichita Mid-Continent Airport, constituting the "Premises" as referred to in said Lease and Indenture. Amendment to 2001 lease
\! ( YinglingLeasehold Rental Arrangements Land Rent Land Rent Bldg/Prkgl Facility Total T-Hangars GrasslRamp $1.35 bldg rent Improvement Revenues 227,530 s.c. 259,479 s.f. 50,317 s.c. Rent Credit towaa Land Rate 311101-1213110 1 0.1982 37,580.37 42,857.28 56,606.62 (56,606.62) 80,437.6 1/1102-12131102 0.2081 47,348.99 53,997.58 67,927.95 (67,927.95) 101,346.5 1/1103-12131103 0.2185 49,715.31 56,696.16 67,927.95 (67,927.95) 106,411.4 1/1104-12131104 0.2294 52,195.38 59,524.48 67,927.95 (67,927.95) 111,719.8 1/1105-12131105 0.2409 54,811.98 62,508.49 67,927.95 (67,927.95) 117,320.4 111106-12131106 0.2529 57,542.34 65,622.24 67,927.95 (67,927.95) 123,164.5 111107-12131/07 0.2655 60,409.22 68,891.67 67,927.95 (67,927.95) 129,300.8 111/08-12131108 0.2788 63,435.36 72,342.75 67,927.95 (67,927.95) 135,778.1 111109-12131/09 0.2927 66,598.03 75,949.50 67,927.95 (67,927.95) 142,547.5 1/1110-12131/10 0.3073 69,919.97 79,737.90 67,927.95 (67,927.95) 149,657.8 1/1111-12131/11 0.3227 73,423.93 83,733.87 67,927.95 (67,927.95) 157,157.8 1/1/12-12131/12 0.3388 77,087.16 87,911.49 67,927.95 (67,927.95) 164,998.6 1/1/13-12131/13 0.3557 80,932.42 92,296.68 67,927.95 (67,927.95) 173,229.1 1/1/14-12131/14 0.3735 84,982.46 96,915.41 67,927.95 (67,927.95) 181,897.8 1/1/15-12131/15 0.3922 89,237.27 101,767.66 67,927.95 (67,927.95) 191.<)04.9 1/1/16-12131/16 0.4118 93,696.85 106,853.45 67,927.95 (67,927.95) 200,550.3 1/1/17-12131/17 0.4324 98,383.97 112,198.72 67,927.95 (67,927.95) 210,582.6 1/1/18-12131/18 0.4540 103,298.62 117,803.47. 67,927.95 (67,927.95) 221,102. 1/1/19-12131/19 0.4767 108,463.55 123,693.64 67,927.95 (67,927.95) 232,157.1 1/1120-12131/20 0.5005 113,878.77 129,869.24 67,927.95 (67,927.95) 243,748.0 1/1121-2/28/21 0.5255 19,927.84 22,726.04 11,321.32 (11,321.32) 42,653.8 1 1 1
SCHEDULE I - EXHIBIT A EDGE OF APRON NORTH FACE OF HANGAR 1 BACK OF CURB TWY A6 o -c o I o a. ;:( I I f N s Jl!'! I In LEGEND o O'-+-----"" (AREAS APPROXIMATE) E83ll RAMP 166.761 S.F. m3i BUILDING 50,317 S.F. T-HANGAR 9.652 S.F. TWY A7 HANGAR 1 WICHITA MID-CONTINENT AIRPORT THE WICHITA AIRPORT AUTHORITY OTHER (Parking & Grass) 42,401 S.F. WICHITA, KANSAS I TOTAL LAND AREA = 269,131 S.F. DATE DR.. BY SCALE 2-14-05 H.G.O. 1" = 150' S'--------------------L..;;;.,..;...;,-...;;..;;..--..;.;.;.;;--...:--=-
SCHEDULE II GROUND RENT SCHEDULE