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23-2276FILE REFERENCE FORM X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S)Date Initials aa.lgB I ,..,,-z, I fc :23-IY72 1„.c e • DocuSign Envelope ID: 178D0657-1498J+480-892E4FOAADA3C057 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. 1 DocuSign Envelope ID: 178D0657-1498JH80-892E4FOAADA3C057 SECTION 4. This ordinance shall become effective immediately upon its passage and approval. „„MJ£h£ynE=S.Tp"atJ::oV:aac: was “A:,b,yrdh JJ:;!„PL’2£fj„\ ,pp„„da:: 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: ,/ ,/ -a bl -Z U/ ,/ 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 8 • • U + • • F • • I •rt H U -qb Ab\/l–---an . H = n B + 1 P a DocuSign Envelope ID: 178D0657-1498-4480-892E4FOAADA3C057 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 DocuSign Envelope ID: 178D0657-149&4180-892E4FOAADA3C057 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. DocuSign Envelope ID: 178D0657-1498-4480-892E4FOAADA3C057 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, DocuSign Envelope ID: 178D0657-14984480-892E4FOAADA3C057 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 DocuSign Envelope ID: 178D0657-1498-4480-892E-4FOAADA3C057 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 DocuSign Envelope ID: 178D0657-1498448Cb892E'+FOAADA3C057 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 DocuSign Envelope ID: 178D0657-1498-4480-892E-4FOAADA3C057 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. DocuSign Envelope ID: 178D0657-14984480-892E4FOAADA3C057 (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 DocuSign Envelope ID: 178D0657-1498-4480-892E4FOAADA3C057 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: IhAnLLh lphAL ,4B070&31B4AA43B. 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: I h&bRIaN D lgniLurc Inter1 rn A1 rport D1 rector Title Denton Enterpr1 se A1 rport Department Date Signed: 11/13/2023