ORDER N0, 15331 APPROVAL OF ESTOPPEL LETTER AND FIRST AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN KX AVIATION, INC. AS LESSEE AND CITY OF KERRVILLE, COUNTY OF KERR AND KERRVILLE-KERR COUNTY JOINT AIRPORT BOARD AS LESSOR On this the 9th day of January 1984, upon motion made by Commissioner Holland, seconded by Commissioner Higgins, the Court unanimously approved that County Judge Gordon S. Morriss be authorized to execute an Estoppel Letter on behalf of Kerr County to the Bank of Kerrville, Re - Lease Agreement, dated August 4, 1983, by and between KX Aviation, Inc., as Lessee and City of Kerrville, County of Kerr and Kerrville-Kerr County Joint Airport Board as Lessor and also that County Judge Morriss be authorized to execute the First Amendment to Lease Agreement, dated November 1983, by and between Lessor and Lessee. November 23, 1983 Judge Gordon S, Morriss County Commissioners Court Kerr County Courthouse Kerrville, TX 78028 Re: KX Aviation, Inc., Estoppel Letter and First Amendment to Lease Agreement Gentlemen: K CITY OF KERRVILLE, TEXAS At their regular meeting on November 22, 1983, the Kerrville City Council approved the items as captioned which had been previously approved by the Kerrville/Kerr County Airport Board. In taking this action the Council authorized the Mayor to execute the documents, each in triplicate, which he has done. We are enclosing all three copies of the original of each document for your consideration and approval. Upon action, please return for further processing. Your cooperation is appreciated. Sincerely, J. Louis Odle City Manager JLO/SLB cc: Calvin Pleely, Director of Public 4lorks 572 ~ 257 ~ 8000 KERRVILLE, TEXAS 78028 %, ,~ ,/ K '.ITV OF NEgRVILLE, TEXAS November 23, 1983 Judge Gordon S. Morriss County Commissioners Court Kerr County Courthouse Kerrville, TX 78028 Re: KX Aviation, Inc., Estoppel Letter and First Amendment to Lease Agreement Gentlemen: At their regular meeting on Iovember 22, 1983, the Kerrville City Council approved the items as captioned which had been previously approved by the Kerrville/Kerr County Airport Board. In taking this action the Council authorized the Mayor to execute the documents, each in triplicate, which he has done. We are enclosing all three copies of the original of each document for your consideration and approval. Upon action, please return for further processing. Your cooperation is appreciated. Sincerely, ~I , f~ _~ J. Louis Odle City Manager JLO/SLH cc: Calvin "Jeely, Director of Public 4lorks 512 ~ 257 ~ 8000 KERRVILL E, TEXAS 78028 ESTOPPEL LETTER November 1983 Bank of Kerrville P. 0. Box 192 Kerrville, Texas 78028 Re: Lease Agreement, dated August 4, 1983, by and between KX Aviation, Inc., as Lessee ("Lessee"), and City of Kerrville, County of Kerr and Kerrville-Kerr County Joint Airport Board, as Lessor ("Lessor"); and First Amendment, dated November _, 1983, by and between Lessor and Lessee. Gentlemen: You have advised the undersigned that you are making a loan to KX Aviation, Inc., secured by a lien covering the above referenced Lease, as amended by the above-referenced First Amendment (the "Lease," which reference shall include said First Amendment) and all property situated on and used in connection with the operation of the Premises leased thereby and you have requested that the undersigned confirm to you the follocaing: 1. The Lease sets forth the entire agreement of the parties thereto, is in full force and effect in accordance with its terms, and has not been amended, modified or assigned. 2. No offsets or credits against rentals exist and all rentals payable by KX Aviation, Inc., under the Lease, as of this date have been paid. 3. No default by either party to the Lease nor any ground for cancellation of the Lease exists as of this date. The foregoing shall be binding upon and shall inure to the benefit of the undersigned and you, and the other parties to the Lease, and their respective successors and assigns. Very truly yours, CITY Acknowledged and Confirmed: KX AV T O Dat,~: THE BANK OF KERRVILLE By: Date: uo v,~~riorriss, ~ounLy KERR L7,~LKE1~R UNTY JOINT AIRP RT~ ~ ~~~~ ~~ , _ ~' By: t. ~~ ~ s. ~~^^u~ '~-oY G ~. l Y8 3 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE, made and entered into on this the day of November, 1983, by and between the City of Kerrville and County of Kerr, Texas ("Lessor") and KX Aviation, Inc., ("Lessee"): W I T N E S S E T H: A. Lessor and Lessee heretofore entered into a certain Lease Agreement, (the "Lease"), dated August 4, 1983, reference to which is hereby made for all purposes, by and among Lessee and Lessor. B. The parties desire to amend the Lease in certain respects. NOW, THEREFORE, for and in consideration of the premises and the mutual benefits to be derived herefrom and the mutual covenants herein contained, the parties do hereby agree to amend the Lease as follows: 1. The Lease or any renewal thereof shall not be modified, amended or altered, and Lessor shall not accept a donation or transfer of the Improvements or a surrender of the Leased Premises (as defined in the Lease) nor a cancellation or release of the Lease or any renewal thereof from Lessee prior to the expiration thereof wit}iout the prior written consent of Mortgagee (as defined in the Lease) , if any mortgage or deed of trust is then in effect, and any such attempted donation, transfer, modification, amendment, alteration, surrender, cancellation or release without such prior consent shall be void and of no effect. 2. As set forth in paragraphs 7 and 8 of the Lease, certain options are provided as to the repair of the Improvements, as defined in the Lease. In the event Lessee donates all or a portion of the Improvements to Lessor, the insurance proceeds resulting from insurance coverage of the Improvements so donated shall be either (i) paid to Mortgagee to the extent of the indebtedness then owed by Lessee to Mortgagee, or (ii) applied by Lessor to the repair and reconstruction of the Improvements. Any reconstruction by Lessee shall be subject to the terms of the Deed of Trust in favor of Mortgagee and its provisions as to insurance proceeds and the application thereof; it being understood that if Lessor is to reconstruct the Improvements when the lien of the Deed of Trust in favor of Mortgagee is outstanding, such insurance proceeds shall be paid to Lessor, with the agreement and understanding that Lessor oaill reconstruct the Improvements as provided in the Lease and here iii. The agreements set forth herein shall be applicable to any interim and permanent loans made in 1983 and 1984; provided that the principal balance of such loans shall not exceed $300,000.00 and the term of said loans shall not be longer than thirty (30) years. 3. Upon termination of the Lease as provided in the Lease Lessor will become the owner of the Improvements, if previously donated or transferred to Lessor, subject to any liens or security interests then outstanding in favor of Mortgagee. 4. If Mortgagee succeeds to the interest of Lessee under the Lease, as permitted and provided under the Lease, Mortgagee may assign, transfer or sublease the Lease, as therein provided, so long as any such subsequent assignee is bound by the terms of the Lease the same as though such assignee had been the original lessee from and after the date of such assignment. 5. Under the provisions of paragraph 35 of the Lease, Lessee can terminate the Lease as therein provided but such rigkit may not be exercised without the consent of Mortgagee, so long as the lien in favor of Mortgagee against the Lease and the leasehold estate created thereby remains outstanding and unreleased and such consent by Mortgagee may be conditioned upon Lessor permitting Mortgagee to succeed to the rights of Lessee to the same extent as permitted for a foreclosure by Mortgagee. 6. The terms and provisions of the Lease are hereby reaffirmed and the parties agree that the Lease is in full force and effect, as amended hereby. EXECUTED as of the day and year first above written. CITY V ss, CQunty Judge KX AVIATION, INC. By. ~- ,~.vt. ~~(/~,<~/ who is the ~ < of the City of Kerrville, known to me to be the person wh e name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ~~' day of ~~nir~,t~~<~ , 19 8 3 . Notary Pubic, State of Texas My commission expires: ~Z /~/ f'~ ~~ r THE STATE OF TEXAS § THE COUNTY OF KERR BEFORE ME, the u dersigned authority, on this day personally appeared '~ (+~.~(~ ~ ~~ )i1 ~1.~~ who is the C~c.c<.,,.t . ,~-c v~ of Kerr County, Texas, known to me to be the person whose• na"/ m~ is subscribed to the foregoing instrument, and acknowledged to me that he executed same for the purposes and consideration therein expressed, in the capacity therein stated. ~f GIVEN UNDER MY HAND AND SEAL OF OFFICE this / day of <~, 1981. ~ ~ ~ ~ti ~. r~~~~v otary Public, State of Texas My commission expires:Iz--1/--,F!~ THE STATE OF TEXAS ~ THE COUNTY OF KERR BEFORE ME, the undersigned authority, on this day personally appeared '~, 7~?. ~c~~,.le e_.r.t-<~~ ~ , who is the Chairman of the Kerrville-Kerr County Joi~'t Airport Board, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this / ~~ day of 1Z~-acrt~<_P~~1/ 1983. ~~ ~ ~i~ Notary Publ'c, State of Texas My commission expires: ~-i.~-9S' THE STATE OF TEXAS THE COUNTY OF KERR BEFORE ME, the undersigned authority, on this day personally appeared C„Z.a~!,~ Yc%. 71~~ L'Fr ~ ~~ , who is the -." t r ¢~ Ac~,-<~.t of KX Aviati n, Inc., a Texas= orporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for the purposes and consideration therein e}:pressed, in the capacity therein stated. GIVEN U/NDER MY HAND AND SEAL OF OFFICE this /~. day of y7>^zer ree {C~ ~.. ~ , 1983. , ~~ <.: .e Notary Public, State of Texas My commission expires: ~is-r.:" ORDER N0. 15331 APPROVAL OF ESTOPPEL LETTER AND FIRST AMENDMENT TO LEASE AGREMENT BY AND BETWEEN KX AVIATION, INC. AS LESSEE AND CITY OF KERRVILLE, COUNTY OF KERR & KERRVILLE-KERR COUNTY JOINT AIRPORT BOARD AS LESSOR 1-9-1984 Vol. P, Page 42"r