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23-496
FILE REFERENCE FORM Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other X FILE(S) 2004-362 2005-184 2007-145 2008-081 2013-271 2019-2090 Date 3-14- 2023 3-14- 2023 3-14- 2023 3-14- 2023 3-14- 2023 3-14- 2023 Initials EC EC EC EC EC EC ORDINANCE NO. 23-496 AN ORDINANCE OF THE CITY OF DENTON APPROVING AN ASSIGNMENT OF AIRPORT LEASE FROM US TRINITY HOLDINGS, LLC TO SHELTAIR AVIATION DENTON, LLC COVERING PROPERTY LOCATED AT 5035 W ARBIRD DRIVE, DENTON, TEXAS AT THE DENTON ENTERPRISE AIRPORT; AUTHORIZING THE CITY MANAGER TO EXECUTE THE ASSIGNMENT OF AIRPORT LEASE AND RELATED GROUND LESSOR ESTOPPEL AND CONSENT AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, a Texas home-rule municipal corporation (hereinafter the "City"), entered into a certain Airport Lease Agreement (the "Lease") with US Trinity Holdings, LLC (the "Assignor") covering property located 5035 Warbird Drive, Denton, Texas, as more fully described in the Lease (the "Property" which shall be more fully described on Exhibit B), at the Denton Enterprise Airport ("Airport"), which Lease was approved by the City pursuant to Ordinance No. 2004-362, as amended or assigned by Ordinance No. 2005-184, Ordinance No. 2007-145, Ordinance No. 2008-081, Ordinance No. 2013-271, and Ordinance No. 19-2090; and WHEREAS, on December 1, 2004, the City of Denton, a Texas home-rule municipal corporation (hereinafter the "City"), entered into that certain Airport Lease (the "Lease") with Jet Works Aviation, Inc. ("Jet Works") at Denton Enterprise Airport ("Airport"); and WHEREAS, on July 17, 2007, Jet Works Aviation, Inc. assigned its interest in the Lease to Jet Works Air Center Management, LLC ("Air Center"); and WHEREAS, on October 1, 2013, Air Center assigned its interest in the Lease to Greenpoint Aerospace Corporation ("Greenpoint"); and WHEREAS, on September 10, 2019, Greenpoint assigned its interest in the Lease to US Trinity Holdings, LLC ("Assignor"); and WHEREAS, Assignor has agreed to assign its interest in the Lease, including certain improvements thereon, to Sheltair Aviation Denton, LLC ("Assignee"); and WHEREAS, Assignee has requested certain changes to the Lease to be incorporated into the proposed assignments to which City staff recommends approval; and WHEREAS, the Lease requires the written consent of the City for the proposed assignment to be effective, and Assignor has requested the City give such consent; and WHEREAS, at the February 23, 2023 meeting of the Airport Advisory Board, the Board recommended that the City approve the Assignment of Airport Lease for the Property by a vote of 4 to O; and 1 WHEREAS, the City Council deems it in the public interest to enter into an Assignmentof Airport Lease giving consent to the assignment contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The Assignment of Airport Lease for the Property in the form attached hereto as Exhibit A is hereby approved and made a part of this ordinance for all purposes. SECTION 3. The legal description of the Property attached hereto as Exhibit B is hereby approved and made a part of this ordinance for all purposes. SECTION 4. The City Manager, or their designee, is hereby authorized to execute the approved Assignment of Airport Lease attached hereto and the related Ground Lessor Estoppel and Consent Agreement in substantially the form referenced in the Assignment of Airport Lease . SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to aoorove this ordinance vzg£l/iib ,,seconded by the following vote [a - i ..,eza/andwas made by the ordiKance was f)assed and approved by Aye,/ -/ JAZ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis. District 3 : VACANT, District 4: Brandon Chase McGee, At Large Place 5: Chris Watts, At Large Place 6:/r PASSED AND APPROVED this the q R day of P\aMA , 2023.iMr#=" ATTEST: ROSA RIOS, CITY SECRETARY \\111 ' D1 FiTt APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, J I&bJ : F=i !ym: r = IT funX n 1(g) C i t y 0 fd e n tA,*, \NX&cUll Date: 2023.02.24 1 4:48:02 <)6'00' DocuSign Envelope ID: 55ECF3D%DE2$46EA.AB5[>3661E7E88ADI EXHIBIT A ASSIGNMENT OF AIRPORT LEASE DENTON ENTERPRISE AIRPORT DATE :PlaNck a 2023 (the “Assignment Effective Date”) ASSIGNOR: ASSIGNEE : US Trinity Holdings, LLC Sheltair Aviation Denton, LLC LANDLORD:City of Denton, a Texas home-rule municipal corporation LEASE:December 1, 2004, Airport Lease Agreement (the “Lease”), Ordinance 2004-362 June 21, 2005, First Amendment, Ordinance 2005-184 July 2, 2007, Lease Assignment, Ordinance 2007-145 April 15, 2008, Third Amendment, Ordinance 2008-081 September 1 1, 2013, Lease Assignment, Ordinance 2013-271 August 19, 2019, Lease Assignment, Ordinance 19-2090 PREMISES :4.74 acres, along with certain leasehold improvements, located at 5035 Warbird Drive, Denton, TX, Denton Enterprise Airport, all as described in the Lease Effective as of the Assignment Effective Date, Assignor hereby assigns to Assignee its interest in the Lease by the execution of this document (this “Assignment”). A. Assignee agrees to: 1. Assume Tenant's obligations under the Lease. 2. Accept the Premises in their present "as is" condition. 3. Complete all obligations of transfer and purchase aom Assignor prior to this Assignment becoming effective. B. Landlord consents to this Assignment: 1. Landlord agrees that following assignment, it shall look solely to Assignee for fulfillment of the Lease obligations. C. Assignor agrees that: 1. Assignor confirms that the Lease with respect to the Premises is to be transferred to Sheltair Aviation Denton, LLC. 2. On or before the date of this Assignment, Assignor will pay or will cause the Assignee to pay to Landlord a $1,000 transfer fee. D. The Lease is hereby amended as follows: DocuSign Envelope ID: 55ECF3D$DE29+6EA.AB5[b3661E7E88ADI 1.Section I.B. is hereby deleted and replaced with the following: Lessee agrees to comply with the federally required provisions in Attachment 1, as such may be amended or updated from time to time by the FAA. 2. Attachment 1 is hereby added to the Lease: ATTACHMENT I REQUIRED FEDERAL PROVISIONS A. Compliance with Nondiscrimination Provisions. During the performance of this Agreement, LESSEE, for itself, its assignees, and successors in interest (hereinafter collectively referred to as “LESSEE”) agrees as follows: Compliance with Regulations: LESSEE will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. 1 2. Non-discrimination: LESSEE, with regard to the work performed by it during the term of this Agreement, will not discriminate on the grounds of race, color, or national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of contractors, including procurements of materials and leases of equipment. LESSEE will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Agreements, Including Procurements of Materials and Equipment: in all solicitations, either by competitive bidding, or negotiation made by LESSEE for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential contractor or supplier will be notified by LESSEE of LESSEE’s obligations under this Agreement and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. Information and Reports: LESSEE will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant theretoand will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts And Authorities and instructions. Where any information required of LESSEE is in the exclusive possession of another who fails or refuses to furnish the information, LESSEE will so certify to LESSOR or the Federal Aviation Administration, as appropriate, and will set forth whatefforts it has made to obtain the information. 4 DocuSign Envelope ID: 55ECF3DbDE2b46EA-AB5[b3661E7E88ADI 5. Sanctions for Noncompliance: in the event of LESSEE’s noncompliance with the Non-discrimination provisions of this contract, LESSOR will impose such sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to withholding payments to the LESSEE under the Agreement until the LESSEE complies, and/or cancelling, terminating, or suspending the Agreement, in whole or in part.6. Incorporation of Provisions: LESSEE will include the provisions of paragraphs one through six of this Exhibit B, Section (A) in every contract, including procurements of materials and leases of equipment, unless exemptby the Acts, the Regulations and directives issued pursuant thereto. LESSEE will take action with respect to any contract or procurement as LESSOR or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if LESSEE becomes involved in, or is threatened with litigation by a contractor, or supplier because of such direction, LESSEE may request LESSOR to enter into any litigation to protect the interests of LESSOR. In addition, LESSEE may request the United States to enter into the litigation to protect the interests ofthe United States. B. Real Property Acquired or Improved Under the Airport Improvement Program. LESSEE for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Agreement for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, LESSEE will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.C. Construction/Use/Access to Real Property Acquired Under the Activity, Facility orProgram. LESSEE for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected todiscrimination, and (3) that LESSEE will furnish its services in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts And Authorities. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Agreement, LESSEE, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to : i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin) ; DocuSign Envelope ID: 55ECF3D$DE2W6EA-AB5[>3661E7E88ADI 11. 111. 49 CFR Part 21 (Non-discrimination in Federally-Assisted Programs of The Department of Transportation–Effectuation of Title VI of The Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601 ), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 er seq .), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 279 The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national orlgm9 or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR Parts 37 and 38; The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex) ; Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and IV. V. VI. VII. vlli. IX. X. XI. DocuSign Envelope ID: 55ECF3D$DE2$46EA-AB5[>3661E7E88ADI E. General Civil Rights Provision. In all its activities within the scope of its airport program, the LESSEE agrees to comply with pertinent statutes, Executive Orders, and such rules asidentified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded aom participating in any activity conducted with or benefiting nom Federal assistance. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. If the LESSEE transfers its obligation to another, the transferee is obligated in the same manner as the LESSEE. The above provision obligates the LESSEE for the period during which the property is owned, used orpossessed by the LESSEE and the airport remains obligated to the Federal AviationAdministration. F. Right of Re-entry. In the event of breach of any of the above Nondiscrimination covenants,LESSOR will have the right to terminate the Agreement and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Agreement had never been made or issued. G. Subcontracts. LESSEE agrees that it shall insert the above six provisions (Section (A) through Section (F)) in any agreement by which LESSEE grants a right or privilege to any person,firm, or corporation to render accommodations and/or services to the public under this Agreement. 3. Section V.E shall be added to the Lease: Section V. E. Environmental Laws. 1. No Violation of Environmental Laws. References to Lessee shall refer to Sheltair only during the time Sheltair holds the leasehold interest under the Lease. Lessee shall not cause or permit any substance or material that is regulated by any Environmental Law ("Hazardous Materials") to be used, produced, stored, transported, brought upon, or released on, under, or about the Leased Premises or the Airport by Lessee or Lessee's Associates in violation of applicable laws, statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, injunctions, directives, rulings, guidelines, standards, codes, policies, common law, and other pronouncements of any kind having the effect of law that may be applicable at any time during the term of this Agreement including, but not limited to, the Airport Rules and Regulations, Minimum Operating Standards, master plans and zoning codes (the "Laws and Regulations"), and all Laws and Regulations pertaining to the environment (the "Environmental Laws"). Lessee is responsible for any such violation as provided by Section V.E.3 and as set forth below. 2. Response to Violations. Lessee agrees that in the event of a release or threat of release of any Hazardous Material by Lessee or Lessee's employees, officers, directors, sublessees (that are approved by City pursuant to this Agreement), contractors, subcontractors, suppliers, agents, invitees, and other representatives (’'Lessee's Associates") at the Airport, Lessee shall provide Lessor with prompt notice of the same. Lessee shall respond to any such release or threat of release in accordance with applicable Laws and Regulations. If Lessor has reasonable cause to believe that any such release or threat of release has occurred, Lessor may request, in writing, that Lessee conduct reasonable testing and analysis (using qualified independent experts acceptable to Lessor) to show that Lessee is complying with applicable Environmental Laws. Lessor may conduct the DocuSign Envelope ID: 55ECF3D$DE2$46EA.•AB5C>3661E7E88ADI same at Lessee's expense if Lessee fails to respond in a reasonable manner. Lessee shall cease any or all ofLessee's activities as Lessor deternines necessary, in its sole and absolute discretion, in connection with any investigation, cure, or remediation. If Lessee or Lessee’s Associates violate any Environmental Laws at the Airport (whether due to the release of a Hazardous Material or otherwise), Lessee, at Lessee’s sole expense, shall have the following obligations, which shall survive any expiration or termination of this Agreement: (i) promptly remediate such violation in compliance with applicable Environmental Laws; (ii) submit to Lessor a written remediation plan, and Lessor reserves the right to approve such plan (which approval shall not be unreasonably withheld) and to review and inspect all work; (iii) work with Lessor and other governmental authorities having jurisdiction in connection with any violation; and (iv) promptly provide Lessor copies of all documents pertaining to any environmental concern that are not subject to Lessee’s attorney-client privilege. 3. Obligations upon Termination and Authorized Transfers. Upon any expiration or termination of this Agreement or any change in possession of the Leased Premises authorized by Lessor, Lessee shall demonstrate to Lessor's reasonable satisfaction that Lessee has removed any Hazardous Materials and is in compliance with applicable Environmental Laws. Such demonstration may include, but is not limited to, independent analysis and testing to the extent that facts and circumstances warrant analysis and testing, such as evidence of past violations or specific uses of the Leased Premises. IF THE SITE IS CONTAMINATED DURTNG LESSEE'S POSSESSION, LESSEE SHALL BEAR ALL COSTS AND RESPONSIBILITY FOR THE REQUIRED CLEAN UP, AND SHALL HOLD LESSOR, ITS OFFICERS,ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AND AGENTS HARMLESS THEREFROM. Notwithstanding anything to the contrary, the obligations of this Section V.E. shall survive any termination of this Agreement. 4. Section IX of the Lease is deleted in its entirety and replaced with the following: IX. LEASEHOLD MORTGAGE PROVISIONS A. Right to Mortgage. Lessee may encumber its leasehold estate by granting a mortgage or other similar instrument creating a mortgage lien against the Lessee’s leasehold interest. Any such instrument which creates a first mortgage lien is hereinafter referred to as “Leasehold Mortgage”, and the holder thereof is referred to as “Leasehold Mortgagee”) during the Lease Term and any extension thereoE provided that, Lessor shall not be obligated to, nor deemed to have subjected or subordinated Lessor’s fee simple interest in the Leased Premises to any Leasehold Mortgage, nor subordinated the Lessor’s interest in this Lease to such Leasehold Mortgage. Lessor’s interests in the fee and in this Lease are and shall always remain superior and prior in right to any Leasehold Mortgage. B. Notice of Default, Default. A Leasehold Mortgagee may provide written notice of its Leasehold Mortgage in the same manner and at the same address as required by this Lease for DocuSign Envelope ID: 55ECF3D%DE2$46EA-AB5[>3661E7E88ADI notices delivered to Lessor, together with the name and address of the Leasehold Mortgagee. In the event such notice is delivered to Lessor, Lessor upon serving Lessee with any notice of default under this Lease, shall also serve a copy of that notice of default upon the Leasehold Mortgagee in the same manner as required by this Lease for notices delivered to Lessee. The delivery shall be made at the address the Leasehold Mortgagee shall have designated in writing to Lessor. C. Right to Cure. In case Lessee shall default under any of the provisions of this Lease, the Leasehold Mortgagee shall have the right to cure such default, within the time periods set forth for Lessee in this Lease Agreement, whether same consists of the failure to pay rent and other payments as further set forth in Article IV, or the failure to perform any other matter or thing which Lessee is required to do or perform and Lessor shall accept such performance on the part of the Leasehold Mortgagee as though the same had been done or performed by Lessee subject to Lessor’s rights to damages, restitution, or other legal or equitable monetary remedies related directly to the default(s) at issue. The Leasehold Mortgagee, upon receiving such notice, shall have, in addition to any time to cure a default (a “Cure Period”) extended to Lessee under the terms of this Lease, a period of an additional thirty (30) days within which to cure the default or cause same to be cured or, if such default cannot reasonably be cured within such 30 days, to commence to cure such default with diligence and continuity, notwithstanding the foregoing: 1.Where a provision of this Lease provides less than a thirty (30) day Cure Period, the Leasehold Mortgagee shall also have an additional fifteen (15) days Cure Period following the Lessee’s Cure Period; or 11.Where a provision of this Lease expressly provides that Lessee has no opportunity to cure, the Leasehold Mortgagee shall have no Cure Period. In case Lessee shall default under any of the provisions of this Lease, the Leasehold Mortgagee shall have the right to cure such default, within the time periods set forth above, whether same consists of the failure to pay rent and other payments as further set forth in Article IV, or the failure to perform any other matter or thing which Lessee is required to do or perform and Lessor shall accept such performance on the part of the Leasehold Mortgagee as though the same had been done or performed by Lessee. D. Cure of Default or Termination. Lessor will take no action to affect a termination of the Lease until such time as the Cure Period provided herein has expired and the defaults remain uncured. During the Cure Period, the Leasehold Mortgagee shall be entitled to: 1) obtain possession of the Premises (including possession by a receiver) and cure such default in the case of a default which is susceptible of being cured when the Leasehold Mortgagee has obtained possession; or 2) institute foreclosure proceedings or otherwise acquire Lessee’s interest under this Lease with diligence and continuity and thereafter proceed to cure such default; provided, however, that the Leasehold Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings ifthe default which would have been the reason for Lessor DocuSign Envelope ID: 55ECF3D&DE2$46EA-AB5[>3661E7E88ADI serving such notice of default shall be cured, and provided further, that nothing in this paragraph shall preclude Lessor &om exercising any other rights or remedies under this Lease with respect to the default. E. New Lease Following Termination. In the event that the Lease is terminated for any reason including, without limitation, as a result of a rejection of the Lease in a bankruptcy proceeding, upon the Leasehold Mortgagee’s request, Lessor shall enter into a new ground lease with Leasehold Mortgagee and such new ground lease shall be upon the same tellus and conditions of the unexpired term of the Lease immediately prior to such termination. Leasehold Mortgagee agrees to appoint a temporary operator pending assignment of the Lease to a new lessee. The appointment of both the temporary operator and new lessee shall be subject to the requirements ofSection IX.K. F. Foreclosure. If the Lessee defaults in its obligations to the Leasehold Mortgagee, then the Leasehold Mortgagee will have the right to acquire the leasehold estate through foreclosure or assignment in lieu of foreclosure, subject to Lessor’s written consent, which shall not be unreasonably withheld. The Leasehold Mortgagee’s acquisition of the leasehold estate will not constitute a default or termination of the Lease. Upon such assignment the Leasehold Mortgagee or assignee shall become and remain liable under this Lease as provided in this paragraph, except that such Leasehold Mortgagee may assign this Lease with Lessor’s consent, which shall not be unreasonably withheld, and subject to the assignee’s meeting the requirements of Section IX.K herein to the City’s reasonable satisfaction, and effective upon such assignment, the new lessee shall become and remain liable to Lessor under this Lease, and the Leasehold Mortgagee shall no longer be liable to Lessor. If a Leasehold Mortgagee shall become the owner or holder of Lessee’s interest in this Lease by foreclosure of its Leasehold Mortgage or by assignment of this Lease in lieu of foreclosure, the term “Lessee” as used in this Lease, shall include the owner or holder of Lessee’s interest in the event of a sale, assignment or other disposition of Lessee’s interest in this Lease by the Leasehold Mortgage. Reference in this Lease to acquisition of Lessee’s interest in this Lease by the Leasehold Mortgagee shall be deemed to include, where circumstances require, to acquisition of Lessee’s interest in this Lease by any purchaser at a sale on foreclosure of the Leasehold Mortgage and provisions applicable to the Leasehold Mortgagee in such instance or instances shall also be applicable to any such purchaser. Leasehold Mortgagee’s acquisition of Lessee’s interest in this Lease and any assignment of the acquired interest by the Leasehold Mortgagee shall not be deemed a novation of Lessee’s obligations under this Lease. Lessor does not authorize any novation of Lessee’s obligations under this Lease. G. Lease Modification and Cancellations. The Lease will not be materially modified or cancelled except in accordance with the applicable notice and cure procedures described in paragraphs (C) and/or (D) above except with the prior written consent of the Leasehold Mortgagee, which consent shall not be unreasonably withheld, conditioned or delayed. In the DocuSign Envelope ID: 55ECF3D$DE2&46EA-AB5D-3661E7E88ADI event the lease is cancelled or terminated pursuant to Section XIII, or any other provisions of the Lease, the Leasehold Mortgagee shall have the right to : (i) acquire the Lease and assume all the Lessee’s rights and obligations under the Lease; (ii)present to the Lessor a replacement lessee to assume all the Lessee’s obligations under the Lease, subject to such assignee meeting all of the requirements of Section IX.K; Lessor agrees that so long as the replacement lessee submitted by Lender intends to conduct aeronautical and related activities as required under the Lease, Lessor’s approval of the replacement lessee shall not be unreasonably withheld, conditioned, or delayed. In the event of any cancellation of the Lease which is not caused by a default of Lessor, then Lessee, Leasehold Mortgagee, or any assignee or successor in interest to Lessee shall pay all of Lessor’s administrative costs of such cancellation, including, without limitation, all reasonable attorneys’ fees, administrative costs and Lessor’s staff time associated with such cancellation. H. Prohibition on Fee Simple Transfer. So long as Lessee’s interest in this Lease shall be mortgaged to a Leasehold Mortgagee, the parties agree, for the benefit of such Leasehold Mortgagee, that Lessor shall not sell, grant or convey to Lessee all or any portion ofLessor’s fee simple title to the Premises without the prior written consent of such Leasehold Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed, provided the parties agree in writing that such sale, grant, or conveyance shall not result in a merger of this Lease into fee simple title to the Premises). In the event of any such sale, grant, or conveyance by Lessor to Lessee, Lessor and Lessee agree that no such sale, grant or conveyance shall create a merger of this Lease into a fee simple title to the Premises. This paragraph shall not be construed to prevent any, or to require any consent of any leasehold mortgagee or Lessee to any, sale, grant, or conveyance ofLessor’s fee simple title by Lessor to any person, firm, or corporation other than Lessee, its successors, legal representatives, and assigns. I. Leasehold Mortgagee. Reference inthis Lease to a Leasehold Mortgagee shall be deemed to refer where circumstances require, to any assignee ofa Leasehold Mortgagee; provided that such assignee shall forward to Lessor, pursuant to Section IX.B a duplicate original of the assignment of the Leasehold Mortgage in a form proper for recording or a copy of such assignment, as recorded in the Public Records, together with a written notice setting forth the name and address of the assignee and, to the extent available, the name, telephone number, facsimile number and email address of a representative of the assignee to whom notices may be sent. J. Subordination. Any leasehold mortgage shall be specifically subject and subordinate to Lessor’s rights under this Lease and Lessor’s fee simple interest in the Premises. Despite any provision which is or may appear to the contrary in this Lease, under no circumstances whatsoever DocuSign Envelope ID: 55ECF3D$DE2B+6EA-AB5[b3661 E7E88ADI shall the fee simple title interest ofLessor in the Premises, or any portion of same, be subordinated to the leasehold mortgage or encumbered by the leasehold mortgage. K. Assignees. Notwithstanding anything herein to the contrary, after a default by Lessee whereby any Leasehold Mortgagee shall acquire any rights and/or obligations under this Lease, including as a result of bidding or lack thereof at auction after foreclosure (this also includes any rights/obligations a Leasehold Mortgagee shall acquire under any other lease of Lessee at the Airport, as a result of cross- default provisions), and thereafter the Leasehold Mortgagee or referee at sale proposes to assign, sell, rent, or otherwise transfer any interests, rights, and obligations to a special purpose entity and/or third party, or allow use of the property under this Lease (or any other property under any other lease at the Airport that Lessee is a party to as a result of cross-default provisions) by a special purpose entity and/or third party, any such assignment, sale, transfer, or use of the property under this Lease (or any other property under any other lease at the Airport that Lessee is a party to as a result of cross-default provisions) by a special purpose entity and/or third party is contingent upon Lessor confirming to its reasonable satisfaction that the special purpose entity and/or third party has the financial and operational capabilities sufficient for the proper conduct of a fixed base operator as those capabilities are defined in this Lease and the Minimum Standards for Aeronautical Activities and Rules and Regulations, as may be amended from time-to-time by Lessor applicable to the Airport. In such case, the Leasehold Mortgagee agrees to make commercially reasonable efforts to promptly find such a special purpose entity and/or third party meeting the requirements of this Section IX.K to enter into a new agreement with the Lessor for the remainder of the Lease Term and/or to temporarily perform fixed based operator services at the property while the Leasehold Mortgagee secures a replacement lessee. Lessor may also submit nominees to the Leasehold Mortgagee, and the Leasehold Mortgagee shall negotiate in good faith and act with such nominees in order to determine whether any such nominee meets the Leasehold Mortgagee’s qualifications. L. Estoppel Certificates, Each party agrees, at any time and from time to time upon not less than twenty (20) days prior written notice by the other party, to execute, acknowledge and deliver to the other party a statement in writing, in substantially the same form as Attachment 2, certifying: (a) whether this Lease is in full force and effect, and if it is alleged that this Lease is not in full force and effect, setting forth the nature thereof in reasonable detail; (b)whether this Lease has been supplemented or amended, specifying the manner in which it has been supplemented or amended; (c) the date to which all rental payments have been made; (d) the commencement and expiration date of this Lease; and (e) whether or not, to the best of the knowledge of the signer of such statement, the other party is in default or may be with notice or the passage of time, or both, in keeping, observing or perforning any term, covenant, agreement, provision, condition or limitation contained in this Lease and if in default, specifying each such default, it being intended that any such statement delivered pursuant to this Section may be relied upon by the other party, any prospective assignee of the other party’s interest in this Lease or any Leasehold Mortgagee, but reliance on such certificate may not extend to any default as to which DocuSign Envelope ID: 55ECF3D%DE2$46EA.AB5t>3661E7E88ADI the signer shall not have had actual knowledge. 5. Attachment 2 is hereby added to the Lease: ATTACHMENT 2 GROUND LESSOR ESTOPPEL AND CONSENT AGREEMENT WHEREAS, a [corporation] [limited liability company] (hereinafter “Landlord”), or its predecessor in interest, has heretofore leased certain lands described on Exhibit A attached hereto (hereinafter the “Premises”) to a [corporation] [limited liability company] (hereinafter “Tenant”), or its predecessor in interest, pursuant to an agreement of lease, as more particularly described on Exhibit B (as same may have been amended, modified, substituted or extended, hereinafter the “Lease”); WHEREAS, Tenant and certain other affiliates of Borrower, as co-borrowers or guarantors (collectively, “Loan Parties”) intend to enter into a Credit Agreement among Borrower, the Loan Parties, SunTrust Bank, as Administrative Agent and Collateral Agent (together with it successors and assigns, the “Administrative Agent”), Swingline Lender and Issuing Bank, and the Lenders aom time to time party thereto (as the same may be amended, restated, supplemented or otherwise modified $om time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement). As security for the Obligations under the Credit Agreement and the other Loan Documents, Tenant intends to execute a first leasehold deed of trust for the benefit of Administrative Agent upon Tenant’s interest as tenant under the Lease in the Premises (the “Leasehold Mortgage”); and WHEREAS, the Administrative Agent and the Lenders are unwilling to enter into the Credit Agreement unless Landlord reaffirms to Administrative Agent that the provisions of the Lease respecting leasehold mortgages are restated and confIrmed for Administrative Agent’s benefit jand certain additional agreements are made with Administrative Agent with respect to Administrative Agent’s rights as the holder of the Leasehold Mortgage] ; NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord hereby certifies to and agrees with Administrative Agent as follows: 1 . Upon the recording ofthe Leasehold Mortgage, Landlord hereby recognizes Administrative Agent as a “Leasehold Mortgagee” as defined in Section IX.A of the Lease, for all purposes under the Lease. 2. [All of the leasehold mortgagee protection provisions contained in the Lease, including but not limited to Section IX, and all other provisions inuring to the benefit of leasehold mortgagees or their successors and assigns contained in the Lease, are hereby incorporated into this agreement by reference and restated and confirmed by Landlord forthe benefit of Administrative Agent, its successors and assigns.] Landlord [confirms that pursuant to the provisions contained in Section IX of the Leasel jcovenants and agrees] that Landlord is not permitted, in the absence of an uncured default of Tenant under the Lease or a DocuSign Envelope ID: 55ECF3D$DE2B46EA-AB5[>3661E7E88ADI default of Tenant where a provision of the Lease expressly provides that Tenant has no opportunityto cure, to disturb the possession, interest or quiet enjoyment of Tenant or any subtenant of the Tenant, or in any manner, which would adversely affect the security provided in the Leasehold Mortgage. 3 . Landlord hereby confirms that pursuant to Section IX.G of the Lease, the Lease shall not be modified, terminated, amended, altered or cancelled, nor shall a surrender of the Premises be accepted by Landlord, without prior written notice to Administrative Agent and after the expiration of all applicable opportunities to cure provided for in the Lease, and that any suchaction taken without such notice and expiration shall not be binding on Tenant or Administrative Agent 4. Landlord hereby confirms that, pursuant to Section IX.E of the Lease, in the event that the Lease is terminated for any reason including, without limitation, as a result of a rejection of the Lease in a bankruptcy proceeding, upon Administrative Agent’s request, andsubject to the requirements in Section IX.E of the Lease Landlord shall enter into a new ground lease with Administrative Agent and such new ground lease shall be upon the same terns and conditions of the unexpired term of the Lease immediately prior to such ternination. 5 . Landlord hereby confIrms with respect to the new ground lease referred to in Section IX.E of the Lease that, should Administrative Agent become the tenant under a new lease pursuant to Section IX.E of the Lease: (a) title to all improvements now owned by Tenant, situate on the Premises shall automatically vest in Administrative Agent; and (b) Landlord shall promptly assign to Administrative Agent all space leases and subleases under which the tenants have attorned, with the consent of Administrative Agent, toLandlord. 6. Landlord hereby [confirms] [covenants and agrees] that the Leasehold Mortgage shall not be subject or subordinate to any mortgage encumbering the fee estate of thePremises. 7. Landlord hereby confirms the provisions of Section IX.B of the Lease to the effect that Landlord shall deliver to Administrative Agent written notice of any default byTenant under the Lease simultaneously with sending such notice to Tenant and that no notice of default given to Tenant, and no exercise of any remedy by Landlord as a result of any such default, shall be effective unless such notice shall have been delivered to Administrative Agent. Landlordhereby further confirms the provisions of Section IX.D of the Lease to the effect that Administrative Agent shall have the right, but not the obligation, to cure any default by Tenant under the Lease and Administrative Agent shall be afforded (a) 30 additional days to cure any such default where Tenant has 30 days to cure pursuant to the Lease; or (b) 15 additional days where the Tenant has less than 30 days to cure such default pursuant to the Lease; or (c) in the event thatany such default cannot, with reasonable diligence, be cured within such cure period, such longer period as may be required to complete such cure including, without limitation, such time as may be required for Administrative Agent to gain possession of Tenant’s interest under the Lease, DocuSign Envelope ID: 55ECF3DSDE2$46EA-AB5[>3661E7E88ADI provided that Administrative Agent notifies Landlord of its intention to cure such default and Administrative Agent promptly commences and diligently pursues such cure to completion. 8. Subject to any assignee or sublessee meeting the requirements of Section IX.K of the Lease, Landlord hereby [confirms] [agrees] that Tenant shall have the right to assign or sublet Tenant’s interest under the Lease to Administrative Agent, its successor or assign without the consent of Landlord, and in the event Tenant’s interest under the Lease is so assigned or sublet to Administrative Agent, its successor or assign (as applicable, the “Assignee”), such Assignee shall have the right to further assign or sublet the Tenant’s interest in the Lease without the needto obtain the consent of Landlord. 9. Landlord hereby covenants and agrees that Administrative Agent shall be entitled to participate in any settlement regarding insurance or condemnation proceeds or awards, to collect and hold any such proceeds or awards and to determine and direct whether any such proceeds or awards are made available for the restoration of the Premises or are applied to the repayment of the Obligations under the Credit Agreement and the other Loan Documents. 10. Landlord hereby agrees that Administrative Agent shall have the right, pursuant to the terms of the Lease, to exercise any option to renew the term of the Lease or any option to purchase the Premises, if the Tenant shall fail to exercise any option to so extend or purchase. 11.Landlord hereby certifies as follows: (a) Landlord is the owner of the fee simple estate in the Premises and is thelandlord under the Lease. (b) under the Lease. Tenant is the owner of the leasehold estate in the Premises and is the tenant (c) The Lease is in full force and effect in accordance with its terms and has not been further assigned, supplemented, modified or otherwise amended except as set forth in Exhibit B attached hereto and each of the obligations on Landlord’s part to be performed to date under the Lease have been performed. (d) To the best of Landlord’s knowledge, each of the obligations on Tenant’s part to be performed to date under the Lease have been performed. (e) To the best of Landlord’s knowledge, Borrower has no offsets, counterclaims, defenses, deductions or credits whatsoever with respect to the Lease. (f) Except as set forth in Exhibit B attached hereto, there do not exist any other agreements (including Subordination, Non-Disturbance and Attornment Agreements) concerning the Premises, whether oral or written between Landlord and Tenant (or their respective predecessors or successors) under the Lease. DocuSign Envelope ID: 55ECF3D$DE2$46EA.AB5[b3661E7E88ADI (g) As of the date hereof, no basic rent or additional rent is due Born Tenant under the Lease. The basic rent currently payable by Tenant under the Lease is $ perannum. Basic rent due under the Lease has been paid through (h) The term commencement date of the Lease was tenn/current extension term of the lease shall expire on and the initial (1)Neither Landlord nor Tenant has assigned the Lease or sublet the Premises. G) Landlord has not assigned, conveyed, transferred, sold, encumbered or mortgaged its interest in the Lease or the Premises and there are currently no mortgages, deeds of trust or other security interests encumbering Landlord’s fee interest in the Premises and no third party has an option or preferential right to purchase all or any part of the Premises. (k) Landlord has not received written notice of any pending eminent domain proceedings or other governmental actions or any judicial actions of any kind against theLandlord’s interest in the Premises. (1) Landlord has not received written notice that it is in violation of any governmental law or regulation applicable to its interest in the Premises and its operation thereon,including, without limitation, any environmental laws or the Americans with Disabilities Act, and has no reason to believe that there are grounds for any claim or such violation. (m)The Lease attached hereto is a true, correct and complete copy thereof. 12. Notices. All notices, demands, requests or other communications to be sent by one party to the other hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of the same in person to the intended addressee, or by depositing the same with Federal Express or another reputable private courier service for next business day delivery, or by depositing the same in the United States mail, postage prepaid,registered or certified mail, return receipt requested, in any event addressed to the intended addressee at its address set forth on the first page hereof and, if addressed to Administrative Agent,b , , , Attention: , and if addressed to Landlord, to , , , Attention: , or at such other address as may be designated by such party as herein provided. All notices, demands and requests shall be effective upon such personal delivery, or one (1)business day after being deposited with the private courier service, or two (2) business days after being deposited in the United States mail as required above. By giving to the other party hereto at least fifteen (15) days’ prior written notice thereof in accordance with the provisions hereof, the parties hereto shall have the right &om time to time to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. This Estoppel and Agreement and the representations and agreements made herein are given with the understanding that this Estoppel and Agreement constitutes a material inducement for Administrative Agent and the Lenders to enter into the Credit Agreement and thatAdministrative Agent and the Lenders shall rely hereon in entering into the Credit Agreement. This Estoppel and Agreement and the representations and agreements made herein shall inure to DocuSign Envelope ID: 55ECF3D%DE2&46EA.AB5[>3661E7E88ADI the benefit of Administrative Agent, its successors and assigns and shall be binding on Landlord, its heirs, legal representatives, successors and assigns. This Estoppel and Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Any signature page of this Estoppel and Agreement may be detached from any counterpart of this Estoppel and Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Estoppel and Agreement identical in form hereto but having attached to it one or more additional signature pages Executed this day of 202 LANDLORD: [INSERT SIGNATURE BLOCK] [INSERT EXHIBIT A AND B] DocuSign Envelope ID: 55ECF3DSDE2&46EA.AB5t>3661 E7E88ADI 6. Section XV of the Lease is amended to delete the Lessee address information and to replace it with: Sheltair Aviation Denton, LLC Ann: Lisa Holland, President 5302 NW 21 st Terrace, Fort Lauderdale, FL 33309 Iholland@,sheltairaviation.com E. Capitalized terms not defined in this Assignment shall have the meaning ascribed to them in the Lease. F. Except as amended by this Assignment, the provisions of the Lease shall remain in full force and effect [Signatures on following page] Page 16 of 17 DocuSign Envelope ID: 55ECF3DSDE2b46EA-AB5D-3661E7E88ADI Assignee :Sheltair Aviation Denton, LLC D$cu SIgned by: NaIa.-‘ LIsa Holland EX;nuSbned bF IF4 A7Jim Haltom President Assignor : US Trinity Holdings, LLC President Consent : Landlord:Approved as to Legal Form laa iE"RbI;;Willa, city Attorney ATTEST: „ 67zJ€pzz2 /Rosa Rios City Secretary9 Page 17 of 17 EXHIBIT B LEGAL PROPERTY DESCRIPTION PARCEL 1 & 2 (COMBINED) Being a 4.74 acre tract of land out of the Thomas Toby Survey, Abstract No. 1285, situated in the City of Denton,Denton County, Texas, being a portion of a called 74.94 acre tract of land conveyed to Cityof Denton by deed of record in Volume 304, Page 503 of the Official Records of Denton County, Texas, and beingmore particularly described by metes and bounds as follows: BEGINNING, at a 5/8 inch iron rod with red plastic cap stamped “CHA” found, from which a 1/2 inch iron rod found atan angle point in the East line of said 74.94 acre tract bears N81 '41'44"E, a distance of89.99 feet THENCE, over and across said 74.94 acre tract, the following twelve (12) courses and distances1. S04'34'21 "1 E, a distance of 261.73 feet to a 5/8 inch iron rod with red plastic cap stamped “CHA” found;2. N89'58'55'W. a distance of 96.90 feet to an X-cut set;3. S00'13'30'W, a distance of 143.39 feet to an X-cut found;4. N89'46'30'W, a distance of 147.22 feet to an X-cut found;5. N00'13'30"E, a distance of 142.85 feet to an X-cut set; 6. N89'58'56'’W, a distance of 386.48 feet to a 1/2 inch iron rod with illegible red plastic cap found;7. N00'00'36"W, a distance of 151.43 feet to a 1/2 inch iron rod with illegible red plastic cap found;8. N13'27'41 'W. a distance of 67.09 feet to an X-cut found:9. N76'32'19"E. a distance of 1 54.52 feet to an X-cut found; 10. N13'28'49'W, a distance of 24.30 feet to a 5/8 inch iron rod with red plastic cap stamped "CHA” found;11. N79'58'15"E, a distance of 453.46 feet to a 5/8 inch iron rod with red plastic cap stamped "CHA" found;12. S19'54'18"E, a distance of 100.55 feet to the POINT OF BEGINNING, and containing an area of 4.74 acres (206,278 square feet) of land, more or less. FLOOD NOTE This property is located in Non6haded Zone "X" as scaled from the F.E.M.A. Flood Insurance Rate Map dated April18, 2011 and is located in Community Number 480194 as shown on Map Number48121C0355G. The location of the Flood Zone is approximate. For additional information regarding Flood Zone designation, please contact 1-(877) FEMA MAP. GENERAL NOTES 1. This survey is being provided by Eagle Surveying, LLC solely for the use of the parties to whom the survey iscertified and no license has been created, express or implied to copy the survey except as necessary in conjunction with this transaction.2. Underground utility locations, if shown on this survey, are approximate and are based on above-ground evidenceand utility markings. The surveyor makes no representation that underground utilitylocations are in the exact location indicated but does certify that they are located as accurately as is reasonably practicable from the information provided and observed in the field.3. There was no visible evidence of recent earth moving work, building construction, or building additions observed in the process of conducting the fieldwork.4. Eagle Surveying, LLC has not been provided any documentation regarding proposed changes in street right of waylines, furthermore there was no visible evidence of recent street or sidewalk construction or repairs observed in the process of conducting the fieldwork.5. There are no visible encroachments or ovedapping of improvements except as shown hereon.6. No substantial features were observed in the process of conducting the fieldwork except as shown hereon. 7. Eagle Surveying, LLC has not been provided a zoning report or letter at the time this survey was prepared.8. All building lines, setbacks, and easements shown hereon are by Volume G, Page 295, P.R.D.C.T. unless notedotherwise. 9. The bearings shown on this survey are based on GPS observations utilizing the AlITerra RTK Network. NorthAmerican Datum of 1983 (Adjustment Realization 201 1).10. Elevations shown on this survey are based on GPS observations utilizing the AlITerra RTK Network. NorthAmerican Vertical Datum of 1988 (Geoid 12A). i ;} {i;; i} { : ! i !i ! ; {$is g Sjf ! ! ! i # d d + d d N d d g i ii bI g jF isii !! ! ! }{li ;'}{;; g g;; g /+'-– \ \n /}H/ qqi 4 ==n•n•l M. } ,'f. . =b \ \\jlB \ t\ \\ \ gig ii; f'_J=rEg !!\P q + q'a b y <aZ$ g 1:Bg ii!!t+!!! ,i, ! if ! ! ! ! ! ! ! i ! I ! !IiI wi } {11N 00l00 lb- V/ 15 !!!1I+jii ione ©8•+ aoa