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Home My WebLink About1998-311\\CH LGUVOLI}$HN(6pNePTLGL\OurDxummIAONlnenuA98\Texas AUCmta Lme9Ooc ORDINANCE NO ✓ �� AN ORDINANCE AUTHORIZING THE SECOND AMENDMENT TO AIRPORT LEASE AGREEMENT FOR FIXED BASE OPERATION (FBO) ACTIVITY BETWEEN THE CITY OF DENTON AND TEXAS AIR CENTER, INC (FORMERLY AIR DENTON, INC), AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, certain real property upon the Denton Municipal Airport was leased to Texas Air Center, Inc, a Texas Corporation, by an Airport Lease Agreement for FBO Activity effective August 30, 1988 and amended on June 7, 1994 WHEREAS, the City of Denton and the lessee desire to amend the lease agreement again, and WHEREAS, the Airport Advisory Board for the City of Denton has recommended approval of the Second Amendment, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the attached Second Amendment to Airport Lease Agreement for FBO Activity between the City of Denton and Texas Air Center, Inc is approved SECTION II That the City Manager is authorized to execute the attached lease amendment on behalf of the City and the City Secretary is directed to affix this ordinance with the executed lease amendment to the Airport Lease Agreement for FBO Activity effective August 30, 1988, inscribing on the original agreement the fact it has been amended and the effective date of this second amendment SSECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of ��6P.Y 1998 JAC ILLER, MAYOR ATTEST' JENNIFER WALTERS, CITY SECRETARY BY 77AAPP�7 •• •• SECOND AMENDMENT TO AIRPORT LEASE AGREEMENT FOR FIXED BASE OPERATING ACTIVITY BETWEEN CITY OF DENTON AND TEXAS AIR CENTER, INC STATE OF TEXAS § COUNTY OF DENTON § WHEREAS, the Second Amendment to Airport Lease Agreement For Fixed Base Operating (FBO) Activity ("Amendment") is entered into by and between the City of Denton ("Lessor") and Texas Air Center, Inc (formerly Air Denton, Inc ) ("Lessee") WHEREAS, on or about August 30, 1988, a lease agreement for FBO Activity ("Airport Lease") by and between the Lessor and Lessee became effective, and WHEREAS, Lessee and Lessor amended the Airport Lease on June 7, 1994, and desire to amend the Airport Lease again in order to evidence a Letter of Understanding between Lessor and Lessee and Provident Bank, and WHEREAS, this Second Amendment is necessary in order for Lessee to obtain financing to construct certain improvements to Lessor's Airport NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Amendment, including the recitals set forth above, the parties agree as follows 1 Article II, Section E of the Airport Lease relating to the "Rights of Mortgagee" is hereby amended by repealing the last sentence of Section E and in lieu thereof adding the terms and conditions set forth in the Letter of Understanding identified as Exhibit "A", which is attached hereto and made a part hereof for all purposes 2 This Second Amendment is intended to amend the provisions of the Airport Lease and the First Amendment only to the extent expressly set forth above All of the terms, covenants, provisions, and conditions set forth in the Airport Lease and First Amendment are ratified and confirmed except as expressly modified by this Second Amendment This Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of Lessor and Lessee IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day of _L A , 1998 Page 1 of 2 \\CH WL\VOLI buodWq,1W or VommmlB\ConVug\99\TKKm Alf Cmly LWAmentlmmliW CITY OF DENTON, LESSOR BY ;4HME W J CITY M AG ATTEST JENNIFER WALTERS, CITY SECRETARY BY AP OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY IWA C3'11 THE STATE OF TEXAS COUNTY OF DENTON AS AIR CENTER, INC, LESSEE This instrument was acknowledged before me on this the .Z` 1A day of 1998 by James W Huff, Jr ------------- VICKIjExP ST" « NOTUBLIC STATEXAS My Com6 09 2001 zp"e" Notary tqAic, State of Texas Commission Expires 4 - 9 LLb / Page 2 of 2 �XCH WMVOLIWu[d`tlgM\ MMTW Mmak.o'nvWeMTa Am Wxoa Am M[dw EXHIBIT "A" LETTER OF UNDERSTANDING ,September. 1998 odoa� zo Provident Bank 2220 San Jacinto Denton, Texas 76205 Re Lease Agreement for Fixed Base Operation Activity dated August 30, 1988, as amended by Agreement dated June 7, 1994 (as amended, the "Lease") by and between the City of Denton (the "City"), as lessor, and AnDenton, Inc , n/k/a Texas Air Center, Inc ("Lessee"), as lessee Gentlemen We understand that you, Provident Bank (the "Lender") are proposing to make a loan to Lessee in the amount not to exceed $200,000 00 (the "Loan") for the purpose of constructing certain improvements to the real estate that is the leased premises under the Lease (the "Premises") and connecting taxiways Notwithstanding anything to the contrary contained in the Lease, this letter shall constitute our agreement and understanding as to the mterpr$tation of the Lease in its application to your rights as Lender 1 The City represents to the Lender that the Lease is not in default, that the City is the owner in fee simple of the Premises, that the Lease described above is the complete lease agreement with regard to the Premises, that the Lease is a valid and binding obligation of the City, and that the Lessee has the right to occupy the Premises under the terms of the Lease 2 The City hereby consents to the Loan to be secured by a first lien on Lessee's leasehold interest in the premises and a first priority security interest in all personal property of Lessee on the Premises (collectively, such liens and security interest, the "Liens") The City agrees to subordinate its landlord's liens to the Liens of the Lender 3 In the event that the City claims a default under the Lease subsequent to the date hereof, the City agrees to send a copy to tender of any default nonce that is required to be sent or is sent to Lessee 4 In the event that the Lease is canceled pursuant to Article VI, VII or other provisions of the Lease, the City agrees to allow the Lender a period of sixty (60) days following such cancellation (upon the condition that the Lender pays the City during such period the monthly rental that would be payable to the City had the Lease not been canceled), to either (m) assume the rights and obligations of lessee under the Lease, (h) or, without becoming liable under the Lease, present to the City a replacement lessee, acceptable to the City in its reasonable approval, for the purpose of reinstating the Lease with the replacement lessee or entering into a replacement lease having the same terms for the balance of the lease term In any event, the Liens of the Lender prOWMf to iQ would continue unimpaired until foreclosed or released by Lender, so long as monthly rentals are timely paid 1 5 The exercise by Lender of its rights to foreclose any collateral interest in the Premises or the, property of Lessee shall not, itself, be a default under the Lease 6 To the extent of any conflict between the terms of this Letter and the terms of the Lease, the City agrees that as to the Lender, the terms of this Letter shall be controlling 7 This letter is given to assure the Lender as to the interpretation of certain provisions affecting the interest of the Lender, nothing in tins Letter is intended to confer or shall confer any right or benefit upon Lessee or any third party other than Lender If the above accurately reflects our understanding and agreement, please indicate by signing below and returning a counterpart to the City Sincerely, City of Denton, Texas By Agreed and Accepted this jLLY day of, 1998 &TO Dew — Provident Bank Recei0t Acknowledged this yR'r— day of September, 1998 b 44-- Texas Air Center, Inc f/k/aAkDenton. Inc James W pmM Ume Ia TOTAL P 03