23-2276FILE REFERENCE FORM
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ORDINANCE NO. 23-2276
AN ORDINANCE OF THE CITY OF DENTON APPROVNG A FIRST AMENDMENT TO
AERPORT LEASE FOR GKY HOLDINGS 1, LLC COVERING PROPERTY AT 4858
LOCKHEED LANE, DENTON, TEXAS AT THE DENTON ENTERPRISE AIRPORT;
AMENDING THE EXISTING AIRPORT LEASE; AUTHORIZING THE CITY MANAGER TO
EXECUTE THE FIRST ANENDMENT OF AIRPORT LEASE; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on May 7, 2019, the City of Denton, a Texas home-rule municipal corporation
(hereinafter the “City”), entered into that certain Airport Lease Agreement – Commercial Operator
(the “Lease”) with 3KAM Real Estate, LLC covering property located at 4858 Lockheed Lane,
Denton, Texas, as more fully described in the Lease (the “Property”), at the Denton Enterprise
Airport (“Airport”), which Lease was approved by the City pursuant to Ordinance No. 19-394;
and
WHEREAS, Ordinance No. 22-968 assigned the Lease from 3KAM Real Estate, LLC to
DTC) 4858 LLC and amended Sections 1.2.A, 8.1.A, and 9.2; and
WHEREAS, Ordinance No. 23-1472 assigned the Lease from DTO 4858 LLC to GKY
Holdings 1, LLC and amended section 3.2(A), 3.2(A)(c), and 9.2; and
WHEREAS, Lessee has requested certain changes to the Lease to be incorporated to which
City staff recommends approval; and
WHEREAS, the Lease requires the written consent of the City for the proposed amendment
to be effective, and Lessee has requested the City give such consent; and
WHEREAS, at the December 6, 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 0; and
WHEREAS, the City Council deems it in the public interest to enter into a first amendment
of Airport Lease giving consent to the amendment 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 amendment 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 City Manager, or their designee, is hereby authorized to execute the
approved amendment of Airport Lease.
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SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
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the following vote [1 - M :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Paul Meltzer, District 3:
Joe Holland, District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
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PASSED AND APPROVED this the 1 at -daY of DeceMber _, 2023.
GEM nTH, MAY6R
ATrEST:
JESUS SALAZAR, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MACK REnqWAND, CITY ATTORNEY
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FIRST AMENDMENT TO
AIRPORT LEASE AGREEMENT
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
KNOW ALL MEN BY THESE PRESENTS
This First Amendment to Airport Lease Agreement (“Amendment”) is effective as of the
J_L day of D,anb,6 2023 (the “First Amendment Effective Date”), by and between the City of
Denton, a Texas home-rule municipal corporation (“Lessor”), and GKY Holdings 1, LLC, a
Texas limited liability company, successor-in-interest to 3KAM Real Estate, LLC and DTO 4858
LLC (“Lessee”), and amends that certain Airport Lease Agreement, effective as of May 7, 2019,
by and between Lessor and Lessee (the “Lease”).
WITNESSETH:
WHEREAS, the Lessor and Lessee now wish to amend the Lease to update the leasehold
mortgage language and to make certain other changes to the Lease; and
WHEREAS, Ordinance No. 22-968 assigned the Lease from 3KAM Real Estate, LLC to
DTO 4858 LLC and amended Sections 1.2.A, 8.1.A, and 9.2; and
WHEREAS, Ordinance No. 23-1472 assigned the Lease from DTC) 4858 LLC to GKY
Holdings 1, LLC and amended section 3.2(A), 3.2(A)(c), and 9.2; and
NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained in this Amendment, the parties hereto agree as follows:
Section 1. Sections 8.4 and 8.5 of the Lease are hereby deleted and replaced with the
following:
Section 8.4. 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 thereof; 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 notices delivered to Lessor, together with the name and address of the Leasehold
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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:
a.
b.
C.
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
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
if the default which would have been the reason for Lessor serving such notice of default
shall be cured, and provided further, that nothing in this paragraph shall preclude Lessor
from exercising any other rights or remedies under this Lease with respect to the default.
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E.Foreclosure. The Leasehold Mortgagee may become the legal owner and holder
of this Lease by foreclosure of its Leasehold Mortgage or as a result of the assignment of
this Lease in lieu of foreclosure, subject to Lessor’s written consent, which shall not be
unreasonably withheld, and effective upon such assignment whereupon such 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 I 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.
F.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
of Lessor’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 of Lessor’s fee simple
title by Lessor to any person, firm, or corporation other than Lessee, its successors, legal
representatives, and assigns.
G Leasehold Mortgagee. Reference in this Lease to a Leasehold Mortgagee shall
be deemed to refer where circumstances require, to any assignee of a Leasehold Mortgagee;
provided that such assignee shall forward to Lessor, pursuant to this Article 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,
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telephone number, facsimile number and email address of a representative of the assignee to
whom notices may be sent.
H.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 shall the fee simple title interest of Lessor in the Premises, or
any portion of same, be subordinated to the leasehold mortgage or encumbered by the
leasehold mortgage.
1.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 I 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.
J 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 Exhibit C, 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
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performing 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 the signer shall
not have had actual knowledge.
Section 8.5. Reserved
Section 2. Exhibit C is added to the Lease as set forth below:
GROUND LESSOR ESTOPPEL AND CONSENT AGREEMENT
WHEREAS, a jcorporation1
[limited liability company] (hereinafter “Landlord”), or its predecessor in interest, has
heretofore leased certain lands described on Exhibit A attached hereto (hereinafter the
“Premises”) b a [corporation] jlimited 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 from time to time party thereto (as the same may be amended,
restated, supplemented or otherwise modified from 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 [mortgage] [deed of
trust] [deed to secure debt] 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 of the Leasehold Mortgage, Landlord hereby
recognizes Administrative Agent as a “Leasehold Mortgagee” as defined in Section of
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the Lease, for all purposes under the Lease] [Landlord hereby consents to the granting by
Tenant of a mortgage on Tenant’s interest pursuant to the Lease to Administrative Agent.]
2. [All of the leasehold mortgagee protection provisions contained in the
Lease, including but not limited to Sections(s) , 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 for the benefit of Administrative Agent, its successors and assigns.] Landlord
[confirms that pursuant to the provisions contained in Section(s) of the Lease]
[covenants and agrees] that Landlord is not permitted, in the absence of an uncured default of
Tenant under the Lease or a default of Tenant where a provision of the Lease expressly provides
that Tenant has no opportunity to 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 of the Lease,]
[agrees that] 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 such action taken without such notice and expiration shall not be
binding on Tenant or Administrative Agent.
4. Landlord hereby [confirms that, pursuant to Section of the Lease]
[covenants and agrees that], 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, and subject to the requirements in Section XVI.I of the Lease
Landlord shall enter into a new ground lease with Administrative Agent and such new ground
lease shall be upon the same terms and conditions of the unexpired term of the Lease
immediately prior to such termination.
5. Landlord hereby confirms with respect to the new ground lease referred to
in [Section of the Lease] [paragraph 4 above] that, should Administrative Agent become
the tenant under a new lease [pursuant to Section of the Lease] :
(a) title to all improvements now owned by Tenant [including the Building,
as defined in the Lease], situate on the Premises shall automatically vest in Administrative
Agent [pursuant to Section of the Lease] ; 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
[pursuant to Section of the Lease] , to Landlord.
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 the
Premises.
7. Landlord hereby [confirms the provisions of Section of the Lease
to the effectl [covenants and agrees1 that Landlord shall deliver to Administrative Agent
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written notice of any default by Tenant 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. Landlord hereby further [confirms the provisions of
Section of the Lease to the effect] [covenants and agrees] 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 that any 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,
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
LI 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 need to obtain the consent of Landlord.
9. Landlord hereby [confirms] [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 [confirms the provisions of Section to the effect]
[agrees1 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 the
landlord under the Lease.
(b) Tenant is the owner of the leasehold estate in the Premises and is the
tenant under the Lease.
(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.
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(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.
(g) As of the date hereof, no basic rent or additional rent is due from Tenant
under the Lease. The basic rent currently payable by Tenant under the Lease is $
per annum. Basic rent due under the Lease has been paid through
(h) The term commencement date of the Lease was
initial term/current extension term of the lease shall expire on
, and the
(i)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 the
Landlord’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, to , , , 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
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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 from 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
that Administrative Agent and the Lenders shall rely hereon in entering into the Credit
Agreement. This Estoppei and Agreement and the representations and agreements made herein
shall inure to 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 IL day of I)erf,,,,,btr , 202 3
LANDLORD :
[INSERT SIGNATURE BLOCK]
[INSERT EXHIBIT A AND B]
Section 3. Section 9.2 of the Lease is amended to delete the following:
DTO 4858 LLC
Ann: Jon Wenrich
8507 NW Pacific Street
Portland, OR 97220
Email: Jon. Wenrich@fbocap.com
and to replace it with:
GKY Holdings 1, LLC
Ann: Shana Loomar
1555 The Greens Way
DocuSign Envelope ID: 178D0657-14984480-892E4FOAADA3C057
Jacksonville Beach, FL 32250
Email: SharIa.loomar@allatps.com
Section 4. Capitalized terms not defined in this Amendment shall have the meaning
ascribed to them in the Lease.
Section 5. Except as amended by this Amendment, the provisions of the Lease shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the First
Amendment Effective Date.
BY LESSOR:
CITY OF DENTON,
a Texas home-rule municipal corporation
CITY MANAGER
ATTEST:
JESUS SALAZAR, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Docu Signed by:
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BY:
Leaseholder:
GKY Holdings 1, LLC
By:Airline TransDort Professionals Holdings, Inc.,in-DwuSIOned by: -
@V.{.„hhMs\wn•=FC1332791 Qt&BI ... e sLTFFrER'S:E;€rinrs, rresident
By:
DocuSign Envelope ID: 178D0657-1498-4480-892E-4FOAADA3C057
BOTH REVIEWED AND APPROVED
as to financial and operational
obljgations and business terms.
DocuSigrud by:
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Inter1 rn A1 rport D1 rector
Title
Denton Enterpr1 se A1 rport
Department
Date Signed: 11/13/2023