2017-375s:\Iegal\our documents\ordinances\17\airport - consent to collateral assignment of us trinity lease to guaranty bank.doc
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A CONSENT TO
COLLATERAL ASSIGNMENT OF AN AIRPORT LEASE BETWEEN US TRINITY
HOLDINGS, LLC AND GUARANTY BANK & TRUST, N.A.; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on October 17, 2017, the City of Denton, Texas (hereinafter the "City")
approved that certain consent to assignment of that certain Airport Lease (the "Lease") from
HTA Aviation to US Trinity holdings, LLC. ("US Trinity"); and
WHEREAS, US Trinity has agreed to collaterally assign its interest in the Lease to
Guaranty Bank & Trust, N.A. ("Bank") as evidenced by that certain Deed of Trust, dated
November 28, 2017; and
WHEREAS, the Lease requires written consent of the City for the Collateral Assignment
to be effective and US Trinity has requested the City for such consent; and
WHEREAS, at the November 28, 2017 meeting of the Council Airport Committee, the
committee recommended that the City approve the Consent by a vote • 2-0; and
WHEREAS, the City Council deems it in the public interest to give consent to the
collateral assignment contemplated above; NOW, THEREFORE,
SECTION 1. The findings and recitations contained in the preamble of this Ordinance
are incorporated herein by reference.
SECTION 2. The City Manager or his designee is hereby authorized to execute a
Consent to the Collateral Assignment of Lease in the form attached hereto as Exhibit A and
made a part of this Ordinance for all purposes.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
1
V
PASSED AND APPROVED this the ",. _._..' . day
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
41
BY:
AT'l-S, MAYOR
This Consent to Collateral Assignment of Lease is made between the City of Denton,
Texas, a Texas home rule municipal corporation ("City" or "Landlord"), US Trinity Holdings,
LLC, a Texas limited liability company, successor in interest to HTA Aviation ("Assignor") and
Guaranty Bank & Trust, N.A. ("Assignee")
WHEREAS, the City is the sole owner and landlord of a pad site at Denton Enterprise
Airport located at 4910 Lockheed Lane (the "Property"); and
WHEREAS, the Property is subject to a ground lease, described as the Airport Lease
Agreement Commercial Operator dated effective September 18, 2012, by and between the City,
as Lessor, and HTA Aviation, as Lessee, which was assigned and assumed by US Trinity
Holdings, LLC, a Texas limited liability, in the Lease Assignment of Pad Site at 4910 Lockheed
Lane, Denton Enterprise Airport, dated October 17, 2017, between HTA Aviation and US
Trinity Holdings, LLC (the "Lease"); and
WHEREAS, Assignee provided financing for the purchase of the Leasehold Estate and
certain improvements on such ground leased property; and
WHEREAS, for the purpose of securing and enforcing the payment obligations of
Assignor to Assignee, Assignor now wishes to collaterally assign the Lease to the Assignee
through the Deed of Trust attached hereto as Exhibit "A," and
WHEREAS, Article IX of the Lease provides that it may not be collaterally assigned
without the written consent of City, at City's sole discretion, and Assignor has requested the
City's consent,
NOW THEREFORE, in consideration of the mutual covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the City hereby consents to Assignor's collateral assignment of the Lease to
Assignee, through the Deed of Trust attached as Exhibit "A," under the following terms and
conditions:
1. Assignor shall pay to the City a transfer fee of Five Hundred Dollars ($500.00) in
connection with the City providing its consent to the Collateral Assignment of the
Lease.
2. Assignor will pay or will have Assignee pay for all of the City's administrative costs
on handling and processing the assignment of the Lease from Assignor to Assignee.
3. Assignee shall give the City written notice of any default by Assignor under any
financing agreement, promissory note, or the Deed of Trust. Any such notice shall be
delivered as follows:
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City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
with copies to:
Airport Manager
Denton Enterprise Airport
5000 Airport Road
Denton, Texas 76207
City Attorney
City of Denton
215 E. McKinney
Denton, Texas 76201
4. The City agrees to provide Assignee a contemporaneous copy of all written notices
provided to Assignor under the Lease. Wherein a notice of default or breach has been
provided by the City to Assignor and Assignee, Assignee shall be entitled, at its
option, to cure such default or breach, and the City shall accept such cure from
Assignee. If the default or breach is not cured as provided under the Lease, the City
shall have the remedies available to it as set out therein. Any notice to be delivered
from City to Assignee shall be delivered to the following:
Guaranty Bank & Trust, N.A.
Attn: LeA.Rk
100 West Arkansas Street
Mt. Pleasant, Texas 75455
5. Should Assignee foreclose or otherwise obtain Assignor's rights and interest in the
Leasehold Estate, the City will not unreasonably withhold its consent to an
assignment by Assignee to future successors upon being provided with the potential
successor's (i) financial statement, (ii) confirmation of no outstanding taxes, liens, or
judgments, and (ii) a demonstrated history of aviation experience. The City shall be
the sole judge of any potential successor's qualifications, which shall be reasonably
exercised.
6. In the event of any inconsistency between the terms and conditions of the Lease and
the terms and conditions of this Consent, then the Lease shall govern and control.
7. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or
unenforceable, the same shall not affect any other provisions contained herein; the
remaining provisions to remain in full force and effect.
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8. The City hereby represents and warrants that this Consent is made with proper
authority under Ordinance.
9. Assignee, its authorized representatives or agents, may, upon reasonable advanced
notice (written or oral) to Assignor and City and at any reasonable times, enter the
Property for the purposes of inspecting, repairing, or removing personal property.
Assignee may further, upon reasonable advanced written notice to City and Assignor
and at reasonable times, enter upon the Property to exhibit or conduct a sale(s) of any
or all of the collateral pledged to Assignee, subject to the City's interests under the
Lease.
10. This Consent to Collateral Assignment shall be governed by and construed in
accordance with the laws of the State of Texas. Exclusive venue for any action
related to this Consent shall be solely in a court of competent jurisdiction in Denton
County, Texas.
11. This Consent to Collateral Assignment of Lease will bind and inure to the benefit of
the parties, their heirs, executors, administrators, successors in interest, and assigns.
IN WITNESS HEREOF, the parties have executed this Consent to Collateral Assignment
of Lease as of the Date written below.
[Signatures on following page]
Page 3
Dated:.
ASSIGNOR:
US Trinity Holdings, LLC, a Texas
limited liabdi coy ,
.r
By:
Name
Title:
._
ASSIGNEE:
Guaranty Bank & Trust, N.A.
By:
..
Name" M _..
Title: �ITmmm �w.... ..........
.
CITY OF DENTON, TEXAS
Landlord
By.
Name: 1.....,t: .m.
Title .., .+ c r� _.... -----
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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