EXHIBIT 10.5
FACILITIES AGREEMENT
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FACILITIES AGREEMENT, dated June 29, 1993 (this "Agreement"), by and
between Milwaukee Land Company ("MLC"), a Delaware corporation and a closed-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), and Heartland Partners, L.P., a Delaware
limited partnership ("Heartland").
W I T N E S S E T H:
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WHEREAS, MLC is presently the general partner of Heartland; and
WHEREAS, as of the date hereof, all of the outstanding shares of the common
stock, par value $0.30 per share, of MLC (the "MLC Common Stock") are owned by
Chicago Milwaukee Corporation ("CMC"), a Delaware corporation and a closed-end
management investment company registered under the 1940 Act; and
WHEREAS, prior to the date hereof, Heartland has made available to MLC, for
no fee, a portion of Heartland's office space, facilities and equipment as well
as administrative personnel and certain other miscellaneous services; and
WHEREAS, on the date hereof, in connection with the pending conversion of
CMC from a closed-end management investment company to an open-end management
investment company, CMC intends to distribute to the holders of its common
stock, on a pro rata basis and without consideration, all of the outstanding
shares of MLC Common Stock (the "Distribution"); and
WHEREAS, following the Distribution, MLC will operate as an independent,
publicly-held company; and
WHEREAS, the parties wish to enter into an agreement whereby Heartland
would make available to MLC certain office space, facilities and equipment as
well as administrative personnel and certain other miscellaneous services;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Provision of Office Space and Facilities.
(a) During the Term (as defined in Section 3 hereof), Heartland shall make
available to MLC for office use a portion of its current office space located at
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, as more specifically set forth on
Schedule I hereto (the "Office Space"). Heartland shall also make available to
MLC for its use during the Term the facilities and equipment which MLC has made
use of prior to the date hereof, including the office facilities and equipment
listed on Schedule I hereto, and other office facilities and equipment as
Heartland may acquire in the future which Heartland and MLC agree shall be
subject to the terms of this Agreement (the "Office Equipment").
(b) During the Term, Heartland shall make available to MLC administrative
personnel to perform substantially the same functions as such personnel have
performed on behalf of MLC prior to the date hereof (the "Administrative
Personnel"), as more specifically set forth on Schedule II hereto. Heartland
shall also make available to MLC during the Term the miscellaneous services
performed by
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Heartland personnel and third parties on behalf of MLC prior to the date hereof,
including the services listed on Schedule II hereto, and such other services as
Heartland and MLC agree in the future shall be subject to the terms of this
Agreement (the "Other Services" and collectively with the Office Space, the
Office Equipment and the Administrative Personnel, the "Facilities").
(c) Nothing contained in this Section 1 shall be deemed to obligate
Heartland to maintain its current office space, office facilities and equipment,
administrative or other personnel or the parties currently performed on its
behalf by third parties.
Section 2. Reimbursement.
(a) MLC agrees to reimburse Heartland for the cost of all Facilities
provided by Heartland to MLC during the Term, on a monthly basis.
(b) The reimbursement of Heartland's costs to be paid by MLC to Heartland
hereunder shall be payable by check within five (5) business days after the last
day of each calendar month during the Term, commencing with the last day of the
first full calendar month immediately succeeding the date hereof (which first
payment shall be in respect of the period of time commencing on the date hereof
and ending on the last day of the first full calendar month immediately
succeeding the date hereof). The portion of the monthly reimbursement due and
owing hereunder with respect to any period of time not constituting a full
calendar month shall be calculated based on the actual number of days elapsed in
a period of thirty (30) days. Upon request, Heartland
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shall furnish MLC with records supporting the accuracy of the costs for which
Heartland requests reimbursement hereunder.
Section 3. Effective Date.
(a) This Agreement shall become effective on the date hereof and shall
continue in full force and effect until terminated pursuant to the provisions of
sub section (b) of this Section 3 (the actual term of this Agreement being
herein referred to as the "Term").
(b) This Agreement may be terminated by either party upon one hundred and
eighty (180) days written notice to the other party.
Section 4. Notices. Any notices, demands or other communications required
or permitted hereunder shall be in writing and shall be deemed given when
personally delivered. Notices shall be addressed as follows:
If to Heartland:
CMC HEARTLAND PARTNERS
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Secretary
If to MLC:
MILWAUKEE LAND COMPANY
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Secretary
Any party may change the address to which notices to it shall be sent by giving
written notice of such change in conformity with the foregoing.
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Section 5. Miscellaneous.
(a) This Agreement may be amended or waived only by a written instrument
signed by each party hereto.
(b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, legal representatives and
permitted assigns; provided, however, that this Agreement may not be assigned
without the prior written consent of the other party, which consent may not be
arbitrarily withheld.
(c) This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Illinois, without giving effect to
the provisions, policies or principles thereof respecting conflict or choice of
law.
(d) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which taken together shall
constitute but one and the same agreement.
(e) This Agreement constitutes the entire understanding of the
parties hereto with respect to the subject matter contained herein. No
amendment, modification or alteration of the terms or provisions of this
Agreement shall be binding unless the same shall be in writing and duly executed
by the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
CMC HEARTLAND PARTNERS
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
MILWAUKEE LAND COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
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SCHEDULE I
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Reimbursements to Heartland by MLC for office space and office equipment shall
include, but are not limited to:
Facilities Estimated Annual Expense
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Approximately 1,000 square feet of $15,743
office space at ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Approximately 10% of the office $16,266
equipment located at ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Any other office space or office
equipment as the need arises for
its use.
SCHEDULE II
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Reimbursements to Heartland by MLC for miscellaneous services and expenses shall
include, but are not limited to:
Services and Expenses Estimated Annual Cost
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General office expense, stationery, $94,795
office supplies, telephone, postage,
messenger, miscellaneous, dues,
memberships, subscriptions and other
services and expenses as needed.
Reimbursements to Heartland by MLC for administrative personnel shall include,
but are not limited to the following employees:
Employee Estimated Annual Salary
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R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ -
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ -
▇▇▇▇▇ ▇. Behrberg -
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ -
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ -
Other personnel as needed. -
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$79,339
