Exhibit 10(o)


 


	
   

  	
  PACCAR Inc.

  
	
   

  	
   

  
	
   

  	
  July 22, 2008

  



 


Mississippi Major Economic Impact Authority


Mississippi Development Authority


501 North West Street (39202)


Post Office Box 849


Jackson, Mississippi 39205-3613


 


	
  Attn:

  	
  Gray Swoope

  
	
   

  	
  Executive Director

  



 


Lowndes County, Mississippi


P.O. Box 1364


Columbus, Mississippi 39703


 


	
  Attn:

  	
  Harry Sanders

  
	
   

  	
  President of Board of Supervisors

  



 


Lowndes County Industrial Development Authority


P.O. Box 1328


Columbus, Mississippi 39703


 


	
  Attn:

  	
  Thomas Lee, Sr.

  
	
   

  	
  President

  



 


Subject: Letter Waiver


Ladies and Gentlemen:


 


We refer to the Memorandum of Understanding (the “MOU”), effective as
of May 24, 2007, between the State of Mississippi, the Mississippi
Development Authority (“MDA”), the Mississippi Major Economic Impact Authority
(“MMEIA”), the  Mississippi Department of
Environmental Quality, the Mississippi Department of Employment Security,
Lowndes County, Mississippi (the “County”), the Lowndes County Industrial
Development Authority (the “LCIDA”), Oktibbeha County, Mississippi, and East
Mississippi Community College and PACCAR Engine Company (the “Company”). Unless
otherwise defined herein, the terms defined in the MOU shall be used herein as
therein defined.


 


Section 13.05 of the MOU provides that “[t]he Company, and only
the Company, may waive any of the obligations of one or more of the Inducers
set forth in this MOU.”  The purpose of
this letter is to waive certain of the obligations of the Inducers under the
MOU, and to set forth the agreements of the affected Inducers for those
waivers.


 

















 


Road Construction.  Section 3.01 of the MOU enumerates the
reimbursement obligations of the State for construction activities to be
undertaken by the County.  Specifically, Section 3.01(b)(i) requires
the State


 


(b)                                 to timely reimburse the
County in an amount not to exceed Five Million Dollars ($5,000,000.00) for the
construction of all necessary road access improvements required by the Company
for the Project, including, but not limited to the following:


 


* * *


 


(ii)                                  the construction of a
new 7,400 linear foot, on-site, two-lane road acceptable to the Company


 


In order to reduce the aggregate cost of constructing the road as well
as to meet construction schedules for the Project, it is preferable for the
Company to construct this road in place of the County.


 


Section 3.08 of the MOU provides for a reallocation of funds:


 


If the full amount(s) specified for an expenditure listed in
Sections 3.01(a) through 3.01(e), above, is not required therefor, MDA and
MMEIA agree, upon request by the Company, to reallocate such unused amount(s) to
any one or more other purposes described in Sections 3.01(a) through
3.01(e), above, which cost(s) have exceeded or are expected to exceed the
amount(s) provided for in said Section . . .


 


The Company is
willing to waive the State’s obligation to reimburse the County under Section 3.01(b)(ii) provided
that MDA and MMEIA agree that the cost of the road (not to exceed $1.6 million)
be reallocated to the reimbursement of site improvements under Section 3.01(c).


 


2

















 


Property Acquisition.  Section 4.01(a) of the MOU requires
the County and/or the LCIDA to


 


[c]onvey to the Company, at no cost, by warranty deed through the
LCIDA, no later than September 30, 2007, good, marketable and indefeasible
fee simple title to the Project Site, which shall be free of any exceptions or
encumbrances other than the encumbrances and exceptions specifically listed and
described on Exhibit B attached hereto (the “Permitted Encumbrances”),
together with all necessary easements benefiting the Project Site, with sole
and exclusive possession of the Project Site to be delivered no later than five
(5) working days from the Effective Date, in accordance with Section 4.02
below . . . .


 


Due to litigation regarding the estate of certain holders of mineral
rights on the Project Site, the County and LCIDA were unable to convey title by
September 30, 2007.  Because it
has possession of the Project Site under Section 4.02 adequate to commence
construction activities, the Company waives the requirement under Section 4.01(a) to
convey title by September 30, 2007.


 


Temporary Construction Road.  Section 4.01(h) of the MOU requires
the County and/or LCIDA to, “[a]t the option of the Company, build a temporary
construction road from Highway 82 frontage road to the Project Site as
described in Section 3.01(c), at a location approved by the Company, which
road shall be completed no later than July 1, 2007”.


 


The temporary road required by Section 4.01(h) is no longer
necessary for construction of the Project.  The existing Raymond Road will suffice once
certain improvements are made.  The
Company is willing to forego its option to have LCIDA and/or the County
construct the temporary construction road provided that the MDA, MMEIA, the
County and LCIDA agree that the cost of improving the existing Raymond Road be
reallocated to the reimbursement of site improvements under Section 3.01(c).


 


3

















 


If you agree to the foregoing, please evidence such agreement by
executing and returning counterparts of this letter waiver to the Company.


 


This waiver shall become effective as of the date first above written
when and if counterparts of this waiver shall have been executed by all of the
affected Inducers.  Except as
specifically provided in this letter waiver, all terms and provisions of the
MOU are and shall continue to be in full force and effect.


 


This waiver may be executed in any number of counterparts and by any
combination of the Parties in separate counterparts, each of which counterparts
shall be an original and all of which taken together shall constitute one and
the same waiver.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PACCAR Engine Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. E. Bangert, II

  
	
   

  	
   

  	
  R. E. Bangert, II

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: July 22, 2008

  



 


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Agreed to and accepted:


 


 


Mississippi Major Economic Impact Authority


 


 


	
  By:

  	
  /s/ 
  Gray Swoope

  	
   

  	
  Date:

  	
  July 29, 2008

  
	
   

  	
  Gray Swoope

  	
   

  	
   

  	
   

  
	
   

  	
  Executive Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mississippi Development Authority

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ 
  Gray Swoope

  	
   

  	
  Date:

  	
  July 29, 2008

  
	
   

  	
  Gray Swoope

  	
   

  	
   

  	
   

  
	
   

  	
  Executive Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lowndes County, Mississippi

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ 
  Harry Sanders

  	
   

  	
  Date:

  	
  July 28, 2008

  
	
   

  	
  Harry Sanders

  	
   

  	
   

  	
   

  
	
   

  	
  President of Board of Supervisors

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lowndes County Industrial Development Authority

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ 
  Thomas Lee Sr.

  	
   

  	
  Date:

  	
  July 28, 2008

  
	
   

  	
  Thomas Lee, Sr.

  	
   

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
   

  	
   

  



 


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