THE CORPORATION OF THE TOWN OF

BY-LAW NO. 6145-12 re Tolling Agreement

BEING A BY-LAW TO AUTHORIZE THE MAYOR AND CLERK TO ENTER INTO A "TOLLING AGREEMENT' BETWEEN: 1. BOEING COMPANY AND BOEING OPERATIONS LTO. ('BOEING'); 2. HER MAJESTY THE QUEEN IN RIGHT OF CANADA AS REPRE­ SENTED BY THE MINISTER OF PUBLIC WORKS AND GOVERNMENT SERVICES ('CANADA'); 3. ARNPRIOR AEROSPACE INC. ('ARNPRIOR AEROSPACE'); 4. THE ARNPRIOR AIRPORT COMMISSION ('AIRPORT COMMISSION'); AND 5. THE CORPORATION OF THE TOWN OF ARNPRIOR ('TOWN').

WHEREAS the Corporation of the Town of Arnprior has deemed it appropriate to execute a Tolling Agreement with the specified parties as noted in the agreement attached hereto;

NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWN OF ARNPRIOR ENACTS AS FOLLOWS:

1. That By-law No. 6145-12 be enacted to authorize the Mayor and Clerk to execute a Tolling Agreement between: 1. Boeing Company and Operations Ltd. ('Boeing'); 2. Her Majesty the Queen in Right of Canada as represented by the Minister of Public Works and Government Services ('Canada'); 3. Arnprior Aerospace Inc. ('Arnprior Aerospace'); 4. The Arnprior Airport Commission ('Airport Commission'); and 5. The Corporation of the Town of Arnprior ('Town').

2. The by-law shall come into full force and take effect on the passing thereof.

ENACTED and PASSED in OPEN COUNCIL, this 24TH day of September, 2012.

Mayor David Reid TOLLING AGREEMENT

Agreement (the "Agreement") is made effective as of the 5th day of July, 2012 "Effective Date") by and between:

THE BOEING COMPANY and BOEING CANADA OPERATIONS, LTD. (herein jointly and severally referred to as "Boeing") ON THE FIRST PART AND HER MAJESTY THE QUEEN IN RIGHT OF CANADA as represented by the .Minister of Public Works and Government Services (herein referred to as "Canada") ON THE SECOND PART AND ARNPRIOR AEROSPACE INC. (herein referred to as "Arnprior Aerospace") ON THE THIRD PART AND THE ARNPRIOR AIRPORT COMMISSION (herein referred to as the "Airport Commission") ON THE FOURTH PART AND THE CORPORATION OF THE TOWN OF ARNPRIOR (herein referred to as the "Town") ON THE FIFTH PART (hereinafter, Boeing, Canada, Arnprior Aerospace, the Airport Commission and the Town are each a "Party" and together are referred to as the "Parties")

WHEREAS Boeing has been investigating the origin, fate, and transport of various contammants "as defined the Environmental Protection Act" present on the property located at 107 Drive in Arnprior (the "Property"), formerly owned by Canada from I to 1 and by Boeing from 1985 to 2005, and currently owned by Arnprior Aerospace;

AND WHEREAS Canada is the current owner of an adjacent property that is the former of Canadian Emergency Management College and is located at 145 Baskin Drive in Arnprior, Ontario (the "College Property");

AND WHEREAS Boeing has carried out extensive testing and analysis with respect to contamination on and around the Property and the adjacent lands owned by the Airport (the "Airport Property"), and some testing and analysis with respect to contamination on and around the College Property, and has engaged in remediation efforts on the Property;

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AND WHEREAS the Parties wish to consider entering into a Joint Risk Assessment and Kemeatauon Agreement with one another, in order that Parties may cooperatively mitigate """'·"'"•!:>"'" on account of the contamination;

AND WHEREAS Boeing, Amprior Aerospace and the Airport Commission have entered into a tolling agreement dated May 27, 2011 (the "2011 Agreement") relating to contamination on the Property and the Airport Property, and Boeing, Amprior Aerospace and Commission wish to continue the tolling set out in 2011 Agreement with this and have this Agreement supplement the 2011 Agreement;

AND WHEREAS the Parties desire that for the period of this Agreement, they should be to issues relating to the possibility of settling disputes without regard to time exist because of the expiration of any applicable statute oflimitations;

AND WHEREAS Section 22(3) of the Limitations Act, 2002 permits the extension

hrrut!:ltmn periods by agreement, and the Parties deem it to be in their mutual benefit that the

defined in paragraph 1 of this Agreement) not be asserted in u 0 auvu, arbitration or proceedings at the present time;

NOW THEREFORE, in consideration of the mutual agreements hereinafter set forth, and valuable consideration, the receipt and sufficiency of which are hereby

lClalo~v'le<1gea, the Parties do hereby covenant and agree as follows:

L used Agreement, the following terms shall have the following meanings:

"Claims" shall mean any and all claims and/or causes of action, if any, known or

by or among Boeing, Canada, Amprior Aerospace, the Airport '-'Ullum::.;:.luH the Town that the Parties may have as against one another, whenever arising, connection with the existence or escape of contaminants on or in the vicinity of any or Property, the College Property and the Airport Property.

(b) "Tolling Period" shall mean the period from and including the Effective Date of Agreement until and including the Expiration Date (as defined below) of this Agreement.

"Expiration Date" shall mean the earlier ofDecember 31, 2015, or 30 days from the date that written notice of termination of this Agreement has been served by any of Parties on all of the other Parties in accordance with paragraph 10 of this Agreement.; and

"Timing Defences" shall mean any and all affirmative defences to the Claims the Parties may have, based on any limitation periods based on any statute of (which includes, without limitations, the Limitations Act, 2002), laches, and/or any failure of the Parties to commence a lawsuit, arbitration or other legal proceeding some specified period, before a specific date or before the happening of a

"ll"''-'ulvu event.

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addition, all terms defined in the recitals shall have the same meaning in this Agreement.

2. The Parties stipulate, covenant and agree:

(a) that Timing Defences applicable to the Claims shall be suspended during the Tolling Period and that the limitation period applicable to Claims shall be extended during the Tolling Period;

(b) that this Agreement shall have no effect on Timing Defences that may be available to any or all of the Parties, as the case may be, prior to the Effective Date, and that at all time periods prior to the Effective Date and after the Expiration Date shall be included in the calculation of and running of applicable Timing Defences. Nothing contained herein shall preclude any or all of the Parties, as the case may be, from asserting Timing Defences, to the extent that such defences already exist as of the Effective Date, and nothing herein shall be deemed to revive Claims barred as of the Effective Date; and

(c) that by executing and entering into this Agreement, the Parties are not waiving or otherwise impairing by estoppel or any other means their respective rights and abilities to raise Timing Defences available to them for the periods prior to the Effective Date and, subject to this Agreement, after the Expiration Date

3. The Parties agree to forebear initiating any lawsuit or other legal proceeding against one another until on or after the last day of the Tolling Period that is not a Saturday, Sunday, or legal holiday.

Boeing, Amprior Aerospace and the Airport Commission agree that the tolling of any lawsuit or other legal proceeding in the 2011 Agreement relating to contamination on the Property and the Airport Property, is hereby continued, and that otherwise the provisions of this Agreement shall supplement the provisions of the 2011 Agreement. For clarity, the agreement of Boeing, Amprior Aerospace and the Airport Commission contained in this paragraph 4 does not include nor extend to Canada and the Town, as they were not parties to the 2011 Agreement.

5. This Agreement comprises all of the terms, conditions, agreements and representations of the Parties respecting the tolling of the Timing Defences and may not be altered or amended except by written agreement executed by all of the Parties. For clarity and without limiting the generality of the foregoing, the Parties acknowledge and agree that:

(a) no waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Parties and such waiver shall be effective only in the specific instance and for the specific purpose for which it was given;

(b) the terms of this Agreement have not been changed, modified, or expanded by any oral agreements or representations entered into or made by the Parties prior to or at the execution of this Agreement.

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6. The Parties hereto acknowledge that each of them has had the benefit of counsel of their choice and has been offered an opportunity to review this Agreement with chosen counseL The Parties hereto further acknowledge that they have, individually or through their respective counsel, participated in the preparation of this Agreement, and it is understood that no provision hereof shall be construed against any party hereto by reason of either Party having drafted or prepared this Agreement.

7. This Agreement may be executed in any number of counterparts. Each executed counterpart shall be deemed to be an original and all executed counterparts taken together shall constitute one agreement. Each of the Parties may execute this Agreement by signing any such counterpart. Each Party agrees that a copy of any signature page of this Agreement with a facsimile form of the signature of the person or persons signing this Agreement on behalf of such party shall constitute all required evidence of the execution and delivery of this Agreement by such party; it being agreed by the Parties that execution of this agreement by facsimile transmission is binding. Each Party that executes this Agreement by facsimile transmission, shall as soon as reasonably practicable thereafter forward to each of the other Parties originally executed copies of the same.

8. This Agreement shall become legally binding as between Boeing and Canada as soon as it is executed by both Boeing and Canada, even without the execution, or with the delayed execution by Amprior Aerospace, the Airport Commission and/or the Town.

9. This Agreement shall terminate on the Expiration Date as provided in paragraph l(c).

10. Any of the Parties may terminate this Agreement, effective 30 days after the date of serving a written notice of termination, by serving notice of termination by letter to the other Parties. Such notice (and any other notice given pursuant to this Agreement) shall be served by facsimile transmission, followed by the delivery of an original of the notice letter by registered mail, to the following persons at the following addresses and facsimile numbers:

If to Boeing:

EHS Counsel The Boeing Company Law Department 100 Airport Way, Building 100 Mail code S 100-3340 St. Louis, MO 63134

Fax: (314) 777-9581

If to Canada:

Public Works and Government Services Canada Legal Services Branch Place du Portage, Phase Ill, 1C2 11 Laurier Street , Ontario L1A OS5

Fax No.: 819-956-4060 Tel. No.: 819-953-3974

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If to Arnprior Aerospace:

Amprior Aerospace Inc. 107 Baskin Drive East Amprior, Ontario K7S 3Ml

Attention: General Counsel

Fax No.: (613) 623-1778 Tel. No.: (613) 623-4267

If to the Airport Commission:

Amprior Airport Commission 633 Johnson Road Amprior, Ontario K7S 3G8

Attention: Chair of the Amprior Airport Commission

Fax No.: (613) 623-3445 Tel. No.: (613) 623-9687

If to the Town:

The Corporation ofthe Town of Amprior 105 Elgin Street West Amprior, Ontario K7S OA8

Attention: Town Clerk

Fax No.: (613) 623-8091 Tel. No.: (613) 623-4231 ext. 233 or, in each case, at such other address in Canada as such party may from time to time designate in writing to all the other Parties. Every such notice will be deemed to be received on the next Business Day following the date of its transmission. For the purpose of this agreement, "Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of Ontario.

11. For clarity, on or after the Expiration Date of this Agreement, the Parties shall have the right to file and pursue the Claims and to seek any and all legal remedies against one another subject to this Agreement, may be available to the Parties, if any.

1 Nothing in this Agreement shall be construed as an admission or denial by any or all of the Parties as to the merits of any of the Claims the Parties have or may have against one another or the merits of any of the defences the Parties may have against any such claims.

13. This Agreement constitutes the entire agreement between the Parties with respect to the matters contemplated by this Agreement and supersedes all prior agreements and understandings between some or all of the Parties (except the 2011 Agreement between Boeing, Amprior Aerospace and the Airport Commission, as more particularly set out in paragraph 4 above).

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Party represents and warrants to the other that it has all requisite power llnthtYntv to into this Agreement and to perform its obligations under this Agreement and

"'"'~u..,.uhas been duly authorized, executed and delivered by it and constitutes a

tgauuu, enforceable against it in accordance with its terms.

1 Agreement shall be binding on the Parties and their respective successors, heirs and assigns.

\.greernetlt shall be construed in accordance with the laws of the Province Parties to this Agreement irrevocably attorn to the jurisdiction of Ontario matters arising under this Agreement.

.....'"'""'n" of this Agreement is determined to be invalid, void or unenforceable, void or unenforceable provision, or part thereof, shall be shall be deemed not to affect or impair the validity or enforceability of remaining provisions.

IN WITNESS WH.EREOF the parties have executed this agreement as of the date set out

THE BOEING COMPANY

By: Name: • Title: • By: Name: • Title: •

BOEING CANADA OPERATIONS, LTD.

By: Name: • Title: • By: Name: • Title: •

HER MAJESTY IN RIGHT OF CANADA as represented by PUBLIC WORKS AND GOVERNMENT SERVICES CANADA By: Name: • Title: •

By: Name: • Title: •

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ARNPRIOR AEROSPACE INC.

By: Name: • Title: • By: Name: • Title: •

THE CORPORA ARNPRIOR

By: Name: • Title: • By:

Title: •

ARNPRIOR AIRPORT COMMISSION

By: Name: • Title: • By: Name: • Title: •

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14. Each Party represents and warrants to the other that it has all requisite power and authority to enter into this Agreement and to perfonn its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by it and constitutes a valid and binding obligation, enforceable against it in accordance with its terms.

15. This Agreement shall be binding on the Parties and their respective successors, representatives, heirs and assigns.

16. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the Parties to this Agreement irrevocably attorn to the jurisdiction of Ontario with respect to any and all matters arising under this Agreement.

17. If any provision of this Agreement is determined to be invalid, void or unenforceable, in whole or in part, such invalid, void or unenforceable provision, or part thereof, shall be severable from this Agreement and shall be deemed not to affect or impair the validity or enforceability of any other remaining provisions.

IN WITNESS WHEREOF the parties have executed this agreement as of the date set out above.

THE BOEING COMPANY

By: Name: • Title: • By: Name: • Title: •

BOEING CANADA OPERATIONS, LTD.

By: Name: • Title: • By: Name: •

By; ':;;;Jij;~~n :::s:=:.~

Name: • Claude Seguin, DG NCA Portfolio Management Title: •

By: Name: • Title: •

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ARNPRIOR AEROSPACE INC.

By: Name: • Title: • By: Name: • Title: •

THE CORPORATION OF THE TOWN OF ARNPRIOR

By: Name: • Title: • By: Name:e Title: •

ARNPRIOR AIRPORT COMMISSION

By: Name:• Title: • By: Name: • Title: •

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ARNPRIOR AEROSPACE INC.

By: :?f'UK\CJd...... fAt. oa- rr

Title: V.P., Business Management

THE CORPORATION OF THE TOWN OF ARNPRIOR

By: ------Name:• Title: • By: Name: • Title: •

ARNPRIOR AIRPORT COMMISSION

By: ---:------Name:• Title: • By: Name: • Title: •

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