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1998-311 O r ANCENO PROVID~G FOR ~ EFFECTWE DATE ~E~AS, ee~mn real prope~y upon the Denton Mume~pal A~o~ was le~ed to Texas A~r Center, Ine, a Texas Co.oration, by ~ A~o~ Lease A~eement for FBO Aetlwty effective August 30, 1988 ~d ~ended on June 7, 1994 ~E~AS, ~e C~ty of Denton ~d the lessee desire to ~end the le~e agreement agam, ~d ~E~AS, the A~o~ Adwsow Bo~d for ~e C~ty of Denton has recommended approval of the Second ~en~ent, NOW, THE~FO~, THE CO~CIL OF THE CITY OF DENTON HE.BY O~S SECTION I That the attached Second ~endment to A~o~ Le~e Agreement for FBO Act~wty be~een ~e C~ty of Denton ~d Tex~ Air Center, Inc ~s approved ~ That the C~ty M~ager ~s authorized to execute the attached lease ~en~ent on beh~f of the C~ty ~d the C~ty Secreta~ ~s d~rected to affix th~s or&n~ce w~th the executed lease ~en~ent to the Ax~o~ Lease Agreement for FBO Act~wty effecOve August 30, 1988, ~nscnb~ng on the original agreement the fact ~t has been ~ended ~d the effective date ofth~s second ~en~ent SECTION III That th~s ordinate shall become effective ~mmedmtely upon ~ts p~sage ~d approval PASSED A~ ~PROVED tNs ~e , day of ,1998 JAC~ILLER, MAYOR ATTEST* JE~IFER WALTERS, CITY SEC~T~Y HE~ERT L PROUTY, CITY ATTO~EY 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 ("Atrport Lease") by and between the Lessor and Lessee became effective, and WHEREAS, Lessee and Lessor amended the Atrport Lease on June 7, 1994, and destre to amend the Atrport Lease again m order to ewdence a Letter of Understandtng between Lessor and Lesse~ and Provident Bank, and WHEREAS, this Second Amendment ts necessary tn order for Lessee to obtmn financing to construct certmn tmprovements to Lessor's Atrport NOW, THEREFORE, m conslderatton of the mutual promises and agreements contmned in thxs Amendment, including the recttals set forth above, the parties agree as follows 1 Artmle II, Sectton E of the 3arport Lease relating to the "Rights of Mortgagee" is hereby amended by repealing the last sentence of Sectmn E and ~n lieu thereof addxng the terms and condlttons set forth m the Letter of Understandmg ~dentified as Exhlbtt "A", whmh is attached hereto and made a part hereof for all purposes 2 This Second Amendment is mtended to amend the prowslons of the Airport Lease and the First Amendment only to the extent expressly set forth above All of the terms, covenants, provtstons, and conditions set forth in the Atrport Lease and First Amendment are ratified and confirmed except as expressly modified by thxs Second Amendment This Agreement shall be b~ndmg upon and shall inure to the benefit of the respective successors and asstgns of Lessor and Lessee IN WITNESS WHEREOF, the part,es have executed this Second Amendment as of the ~ day of t~~x_ , 1998 Page 1 of 2 CITY OF DENTON, LESSOR CITY M~tNAGL~R ATTEST JENNIFER W~TERS, CITY SEC~T~Y API~OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY TEXAS AIR CENTER, INC, LESSEE 'PRESIDENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on this the ,Z4]~t day 1998 by James W Huff, Jr ~'[,..,~*1 NOTARY PUBLIC t ~,~]~[fl~ STATE OF TEXAS ~ ~}'~;/~ ¢~m ~ O, 09 2001 , Notary ~1~,c, S~'ate of Texas ~ ............. [ Commlsmon Expires ~ - ~-,g.t?~ / Page 2 of 2 EXHIBIT "A" LETTER OF UNDERSTANDINO ~g~.--:.., 1998 ~-~_.. ~a~ Prowdent Bank 2220 San lacinto Denton, Texas 76205 R~ Lease Agreement for F~xed Base Operation Activity dated August 30, 1988, as amended by Agreement dated June 7, 1994 (as emended, the reLease') by and between the City of Denton (the "CRy"), as lessor, and AtrDenton, Inc, n/Ida Texas Air Center, Itc ("Lessee"), as lessee C~ntlemen We understand that you, Provident Bank (the ~Lender") are proposing to mak~ a loan to Lessce tn the amount not to exceed $200,000 00 (the "Loan") for the purpose of constructing ccrtam mlprovements to the real estate that is the leased premises n~nder the I.~..ase (the "premlses') and conneetirig tamway$ Notwithstanding anything to the contrary cuntmned m the Lease, this letter shall constitute our agre.~ment and tmderstandmg as to the mterpr;~tat~on of the Lease m its apphcation to your nights as Lender I The City represents to the Lender that the Lease 15 not m default, that the City Is the owner, m fee simple of the Premises, that the Lease described above is the complete lease agrim~nt with regard to the Prenflses, that the Lease Is a valid and binding obhgation of the City, and that the Lessee has the right to o~¢upy the Prexmses under the terms of the Lease 2 The City hereby coll~ents to the Loan to be secllred by a first lien on Lessee's leasehold interest hq the P~mises and a first pmonty security interest m all personal property of Lessee on the Premises (¢olleotively, such bens and security interest, the 'L~ens") The C~ty agrees to subordinate its landlord's liens to the L~ens of th~ Lender 3 In the event that the C~ty clmms a default under the Lease subsequent to the date hereof, the C~ty agrees to send a copy to Lender of any default not:cc that ~ reqmred 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 cundmon that the Lender pays the City during such period the monthly rental that would be payable to tim C~ty had the Lease not been canceled), to either 0) assume the rights and obligatiolts of lessee under tlg Lease, (ii) or, without becoming Imble under the Lease, present to the C~ty a replacement lessee, acceptable to the City m its reasonable approval, for the purpose of reimtatw, g the Lease with the replacement lessee or entenng rote a replacement lease hav,ng the same terms for the balance of the lease term In any event, the Liens of the Lender would conlin~e unim.~alred until forecloscd or releascd by Lender, so lon~ as monthly renials are mnely paid , 5 The exercise by Lender of its rights to foreclose any collateral interest in die Premises or the, property of Lcssee shall not, {~self, be a default under the Lcase 6 To the extent of any confhct between the terms of di~ Lei'ter and the terms of thc Lease, the C~ty asrees that as to the Lender, the terms of this Lcttcr shall be controlling 7 This letter xs given to assure the Lender as to thc mtcrprctat~on of certain provtswns affectm/the interest of the Lender, nothing in flus Letter ts intended to confer or shall confer any nght 0r benefit upon Lesscc or any third party ocher dian Lender If the above accurately reflects our understanding and agreement, please mdwa~e by s~gnmg below and returning a counterpart to die City Smcerely, C~ty of Denton, Texas Asreed and Acccpmi day of~lils~, 1998 ' g~c-ro ~ Provident Bank · ~'anny~mhell, Bran~-~ l~resldent Receipt Acknowledted day of~m~be~, 1998 Texas Att Cemer, /~ James W 1~', Sr~lYi/e~dent TOTi~L. 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