EXHIBIT 10.5
AGREEMENT TO TERMINATE LEASE AND ASSIGNMENT
THIS AGREEMENT TO TERMINATE LEASE AND ASSIGNMENT (this
"Agreement"),
dated December 23, 2003 (the "Effective
Date"), is made by and between ABN AMRO
Leasing, Inc., an Illinois corporation
("Lessor"), ABN AMRO Bank N.V. ("Agent")
and Transport Corporation of America, Inc.,
a Minnesota corporation ("Lessee").
1. Recitals: This Agreement is entered into upon, and with respect
to,
the following facts and intentions:
A. Lessor and Lessee entered into that certain Master Lease
dated as of April 9, 1999 as amended by (i)
that certain First Amendment to
Participation Agreement, to Appendix 1 to
Participation Agreement, Master Lease
and Construction Mortgage, Security
Agreement and Financing Statement, to Master
Lease and to Construction Mortgage,
Security Agreement and Financing Statement
dated as of June 30, 2000 (the "First
Amendment"); (ii) that certain Second
Amendment to Participation Agreement, to
Appendix 1 to Participation Agreement,
Master Lease and Construction Mortgage,
Security Agreement and Financing
Statement, to Master Lease and to
Construction Mortgage, Security Agreement and
Financing Statement dated as of January 8,
2001 (the "Second Amendment"); (iii)
that certain Third Amendment to
Participation Agreement, to Appendix 1 to
Participation Agreement, Master Lease and
Construction Mortgage, Security
Agreement and Financing Statement, to
Master Lease and to Construction Mortgage,
Security Agreement and Financing Statement
dated as of May 31, 2001 (the "Third
Amendment") and (iv) that certain Fourth
Amendment to Participation Agreement,
to Appendix 1 to Participation Agreement,
Master Lease and Construction
Mortgage, Security Agreement and Financing
Statement, to Master Lease and to
Construction Mortgage, Security Agreement
and Financing Statement dated as of
June 29, 2001 (the "Fourth Amendment") (as
amended, restated, supplemented or
otherwise modified from time to time, the
"Participation Agreement") including
Appendix 1 (Definitions and Interpretation)
to Participation Agreement, Master
Lease and Construction Mortgage, Security
Agreement and Financing Statement as
amended by the First Amendment, Second
Amendment, Third Amendment and Fourth
Amendment; which was recorded in the Dakota
County, Minnesota Recorder's Office
("Recorder's Office") on April 9, 1999 as
Document No. 396752 (Torrens) and as
Document No. 1595208 (Abstract) (as
amended, the "Lease") with respect to
certain real property located in Dakota
County, Minnesota, as more particularly
described in Exhibit A attached hereto (the
"Leased Property").
B. In connection with the execution of the Lease, Lessor and
Lessee entered into that certain Lease
Supplement No. 1 dated as of April 9,
1999 with respect to the Leased Property,
which was recorded in the Recorder's
Office on April 12, 1999 as Document No.
396753 (Torrens) and as Document No.
1595209 (Abstract) (the "Lease
Supplement").
C. In connection with the execution of the Lease, Lessor
executed that certain Assignment of the
Lease dated as of April 9, 1999 (the
"Assignment") to Agent with respect to the
Leased Property, which was recorded
in the Recorder's Office on April 12, 1999
as Document No. 396754 (Torrens) and
as Document No. 1595210 (Abstract).
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D. Concurrently with the execution of the Assignment, Lessee
executed that certain Consent of Lessee to
Assignment of Lease dated as of April
9, 1999 (the "Consent") with respect to the
Leased Property.
E. The parties hereto desire to terminate the Lease, the
Lease Supplement, the Assignment and the
Consent.
F. Each capitalized term used in this Agreement and not
otherwise defined in this Agreement shall
have the meaning ascribed thereto in
Appendix 1 to the Participation Agreement,
Lease Agreement and Construction
Mortgage.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the
parties hereto agree as follows:
2. Termination: Upon the effective date of the Termination
Agreement
of even date herewith which terminates the
other Operative Documents (the
"Effective
