ORDER Nd. ~3~'t r'_~E
FtF'p~ROVAL dF= L_E.RSE RE3RE=EMEhJ'r BETWEEN CITY' OF= F:EcP.RVILL_E
RhJD COLJNI"Y' GF I;ERF2 RS LESSORS RND F<.ti RV:[riTIOhJ, Ihl[:.
t=tS L.ESSEE r'tN1:7 CIT`f dF F•;E.RRVILL_E. AEJI) ddUNTV dF= t:ERR
AS I_. E:S'SC7R S, RIVD S R S R'.1 [ RT I CIIV
On thi=s t:he Bth day of Jl.ily i.9~.if:, r.ipon motion made by
dammissiEaner NoleLamp, sec~unded by Commissioner' L_et,mt3n,
the dourt r_manimor_isly approved by a vote of 4-0-0, to apprc;ve
{: I"~E, )eci Ei E? agr'e E?1'll ei, t: La E:t WE?e ll [. ]. {:V Cr 'r F:E t'T V1 ).)E? aild L.:O Uilty Gf
Kerr as Lessor s Land I{X Gov 1=~t li]i,, .[nc.. a5 L._E?550"'E' rand City rrF
F!err'vi.lle and Cor_nlty of t~.err as ).c•sscrrs, and S h S Aviation
and ar_rthori~ze the Co~_ir~ty ,Ir..ldge to sign said document.
F1SS I ONh4EN'I' RND ASSUMF'T I dN
CdUhJTV dF KERP, )
THIS ASSIGtJME:hJT RNL' ASSUME=~TICiPJ, execr.ited and deliver-~E?d a= of
the day of _, 1~9L, by arrd be=tween R. R.
WddDWRRI7 E=N'rEF.4='RISES, INC., a Te•.xa=_ hr.t e; i.nes=_ C0t'p Ci r'atl Oil,
("Rssignor"), acrd KEHRVILL_E AVL=~I':[dN, INC., a Texas L-,~.1=.inE?ss
corporation ("f-~1>S1L]P,E?e");
RECITRLS
4JHF_REAS, Assignee desires to acq~.Eire all of ilssignor^'s r'igtlt,
t It ). E? Gild lilt E?rE•.5t ]. 7l ai;d tU t:he t:)c•.1GW dE?507'1 toed ). E3a5E?
al]r ePin eY, {; 'i and amf?ndmf?rlt'_ and addendram' S ther•et4J, !i l,.lb leer t11
file teem=_ and conditions of ttli=. RssignmE?nt and Rssr.imption;
and
WHERERS, Assignor- de=_ires to t:ransfer-, as=_;ign, C_OilVe4 8nd set:
uvE~r all ni` flssignor-'e r-i ght, title and int eyes{; i.n cand to t!-ic
he).ow descr-~lbecl lease agreements arlcl amendments and addendr.im's
tflerr?to to R=.signee, sr_ibiec=t to tt,e terms anri condition= oi-
ttl i.s AE:Sl gnmeilt and Rserxm ptiong arrd
KX Rviation Lease Rgreement
WHEREt=tS, the City of F''.err'v:ille, as hlrsnicipa.l corporation
).oc:atE?d in P:err Cc,l_Inty, Texa=_, anc9 COUNTY dF F:ERR, "rEXAS,
h4?r'e lnFi l't 8T` 001143 (7 t'1VE'1'y called "LE?sscr", and I;X Rviation,
Inc. a Texas cor-~Froratior~, as L_eJSGG, err t:E?r'ed 1T1tG ±:hat
c=rrtai.n LE?RiiE? t-7r3reement dated R~_IgE.ESt 4, 19&:s, a copy of which
h; as ss beery heretofore f~_tr nisheci t:o RSSa. gyre E?j and
4JI)E:E?ERS, on hJoveinL;er 14, 1983, the I_..e,sor i.n sai.d I__e:_;<.>e
Flgreement and E:i; F'-1vi~a~.Gr,, Inc, entered into a "F~~ir-st
Rmencimer~t to t-Easr. Agreement," a copy of wt,ich ha= been
irk=r-etGfore f~_t'rnist,ed tG Assi.gnee; and
WHFRFRS, on Octot~er ~'9, 198~k, tt,E L...es~nr in said L.Ease
Agreement and t;}: Rviation, Inc., ente:r'ed into ar. "I';7; Flviation
L_.ease -- Sec:und (i,nendment, a F_Gpy of which ha= LEEn
heretGfor-e f~.kr'nished to Assignee; ar~d
411-IERFi=~;~, Gn P.IUVem!;er c9, 1'3 t3~+, the Lessor in >aic9 I_e;:a=E~
Rgr~eemf?rrt ernd K}; rlvi.ati.Gn, Inc., f?rrter'E?d i.i,to are "t:}: k'=lviatiGn
I_ea,F= ~~~ Third Amenr+~ment, " a ropy of which has 6e En hEr'etofore
f~_rr-ni.stred to r=1>=_iyneE?; ar~d
WI-IE-~REf1S, or. J~_rl.y 1~, 7.986, t:hE L_e=.=.or in saic:l LeaSE RgrF?emE?rrt
and Kk l7v i;_itinn, :[nc., Fa rat er`Ed into are "Fo~irth L_ea<.se Addendum
6986)," a copy of which tress keen t,E?r`ttGfG}'c? f~.rr-nishecl to
A:asiynee; and
WHEREAS, Gn Octobe'r 1`;, 1986, =.aid L_.case Agr cement anti
arnEndments and addend~_un thereto }acre a'saigned to R, R.
irlGOdward E'ntErpt'i.ser:>, ]:nc., Fn.krs~.ear~t: tG that U7,E CErta17,
R.asignmEnt and As=.e_~.unptiGn by find nk?'rweF=e, F•:k q>,,i~ition, Inc. and
R. R. Woodward E_ntEr nri.sES, Inc. and consent tt'lei"EtG by the
City Gf h:err~~ville, C:o~.u,ty of I:k?rr- and I;er-rville~--Kerr Co~.anty
JGi.nt A~.rpor't: Hoard date?d Fetrr`~.Fary 14, 19399 nand
WHEE?f=AS, Gr. May .'8, 1985, Lessor and S 8~ S Aviation, Ir,c., a
Te/.a= Cor''por'iitior~, as Lessee, E.>r,tEY"eCi into that cer't:ain Lease
i=i l3reFZmFZn{; da't ed hiav "~:f3, 19t3 t5, copy is{- Wt,lC`h ha=_ 6eer~
hF?r etGfor`e f~.kr-nished to fa.=.,si.gnEe; and
41HFREAS, on A~iy~rst 15, 198 ~, Les=_or in said Lei:,=e F-igreement t_;nd
S i ~ Avieatian, ]:rye., as LE?S SEE s?ntcred into a "S Li S
Aviation Lease ~- Fir<st %1m F?r~dmerrL, a copy ui' which'. has bk=en
I-,er-etafare f~.ir-nishE?d to r"Issi[~.nErE;
WHEF2E'AS, on .7~.Fly 1.=, 1988, the l._essFir in said Lease Ai~reemeni;
and KE?rTV11.LE A:r`, Incr., Entered i.ntG an "~addend~.Fm No. 1 to
I_EaEFe Ag'r'eelnBnt" wherein thF? name Gf S ~ S RvitatiGn, Inc. wa=_
changed to KErr'V1IlE Atr', Inc., a c_~oF,y of whichr has been
hEretofor F= ft.lY'n1SI'led to Assignee; ar,d
blliE:l;EAu, nn FEbr~.r ~:rrr ~'.4, 7.989, said t_Eio'.i E: Agr-Eemer,t and
amendment anri addend~im thereto were asp=.igned tG R. R. 41GOdw.ar'd
F:ri~terpr ices, Ii,c. , p~.u~s~_eant to that: one ter fain Rs=_-ignment and
A=.=.~nnpt ion t:~y ar,d L,etween h;err vi l1E Air, Inc, Arid R. P,.
Woodward E=:rrterpri=_es, ).7,c. a7, CI ecnsent thereto by the City Gf
P;ErrvillE, C:onnty G{` I!B'r'r' and KErrv>.llk?"'KE?'r`r' CO~Ir'lty .TGint
RirpGr't Hoard dated Fehr~.rary 14~, 1.989} and
WhiEREi=~ti, Gn Rpri1 ;_[, i989, tl-,e Le=.sUr in said Lea.=. E? RgrEemr-nt
.:>rui F7. Ft, WGOdwar`ri Ei,t Pi'prises, TnC. E'nt er ECi into Ea "'fh i. rd
Amendment .. R S k~lviat ion Lease dated h16ay .'8, 193':1," a copy GF
wtri.ct, bees=s t:7EEi, tier"e~tofGre f~_Frr~i.shed to ~~Yssir~.nee.
(The I__ease i=agreements and amendment=. and .eddend~_tmp __ the'r'eto
clescr-ibed i. s} the for E?go i.ng RE•c i.tal~s s=hril. 1. L7 E• CO 11E:Ct1VE31y
hr?reinaftr:r referred to as tl-.e "Lease Agreement+a,•;.
RGREENEN"f
NOW, THEREFORE, for ~}red iri consideration of l:E}e furE"going
r ec ].tals; rand the agrE?ements and covenants h}ereir~ >et: forth,
together with {;I-~e .=.~_Im of ~rE.N F'+ND NO/iN6•l r`Biv1.410) DOt_I_i=aRS ar~d
otheryood ar~d val~aat;le c:~onsideratior~ this day paid Eared
delivered by AssiElr~ee to Assigner`, tho receipt and sufficiency
of wh?.ch ]. __ F~E~rct;y ccmfE•ssed artd EiCYCnCi4JledgE•d by Assigr~ror,
Assignirr doe=_ hereby ASSIGN, TRAhiSF'IF7, SEa' OVF_F2ar}d L7EI_:CVFiR
~_Ir~ito Assignee, Ae;=.:igr~eep S E;IICCe~'~SGT"Ei and ~assiyns, wi.ttto~_It
warranty or reco~ars.e, expres•..> i?r iriiplied, ar~d ilpor~ tl-~e trarrin
E:n'i cl pr~~ovi.si. ors Eset for-~th herein, tt}B i_.BaSe Ayr eemertt s, and all
i;hr= r-igt}1-=„ 1-~er~efits ar}d privileges oi= Assignor t'ha?re~_mder,
t:i~.tt s~.lbject to all. terms, pr ovisions, conditions,
re=_ervation , and limitations =_et forth i.n i:he L_e.:a=:t=
f-lgreement<:. In C'G7"~'nBCtlhn therE?with, ar;d wi~tho~_rt: limiting tt}e
generality of the ferEgoing, bait in addition tt}ereti=~, A,>signor
ext:;r essl.y ASSICaNS eared TRAfJSF'ERS to A:.signE:e arty alyd .11
claims, c~a~.t=.e's o~f' :;~caion and rii;Ehl:~~_. ;!" t=rs~=i.nnor in, try z~r;d
corder the Lease Agreements, W].thGltt 44ar'r 8r7ty' err r eco!~.r-s.e,
exprer:= or' implied, and watt] the: ~anderstanding that s~acn
1_essor teas consented to this Assignment and Rssclmption i.n
writing.
~Tt}e pantie=. luldE•r=,t~r,nd and e.grEe ghat t;y execution ar~d
acceptance of tF}is (-is:<.;igr~men;: and Assumption, i=ira=_iE.ai~ee h}erc•t;y
,as =.urties a17. of Rs=. i.gnorp=_: liability and eagrees to per-~form all
of Assignor"p s dirtiE~<., and obl:igatior~<= clr~der the Lease
Age eement:s. The parties fc[r t:her age ee that, after ttte date
her'eo'F, %-~~=signor sl-~r_.11 have no ~1=llrther' liat;ility 'Lo discharge
or perform Einy duty or ci til i.gat ion} or comply Iw i.tt} E:tt}y ter rn,
covenant, condition or :~g rf?t In E?nt set 'Earth ire the Lease
Agr'eernents. Ire Ci:rt}i}E•Ct:a07} ttleY"-E=.Wltt1, on and after the dates
hereof', Assignee t}ere6y :indemni'Fi.e., ;and agrees to .:._,'..e
sand ha7.d harmle=.s Ftss>,gi}ar from and again=_. t: any and a7. 1. lr,ss,
damages, liabii.ity, claims, and car.lses of =action of any natcrr'e
47tt Eat SUe Ver arising out of or' r'elat ed t:a tt}e LE?asB Fagr E'F.me: i}t~
or' Assignee" 'F<ai.lure to perform any of the dude=_ or
obl.7.gatlOit". 111}de'n' thE; LeasEa AgeeeRlei}t 5, Whett}E?r' aCCY`llP.ij C; r^
UT}aC`CY'LIBd, a55E?1't Hd Or' 1In 85S42rt e(:j, I{nOWn l7r i_1n ~; 7t 04V 57.
A).7. of the c_overiante;, t:r?rniss and conditions. set
shall be binding upon and stt<-rll in~rre to tl-~e b
narti.E:•s hereto and their r'esoecti.ve succes=,ers
:CfJ W:CThILSS WI-1E=RFOF, i-a=.signr?e tend Assiyni]r' t}ave
(=tssi.rlr~merrt sand R=_:=_clmption to 6e executecJ as of
i`;96.
ASSIGNOR:
forth herein
er~efit of thin
Band assign=_.
c= a~ us e ci t t} i s
Al'TC?a~T~; R. R. WOGllWRRD FhdTE:Rf='RISES, INC.
Fr v
'-ie?t. r',_t=i"'r Rot?ert. R. Wo adwar'dp PrE?E iCaE nt:
ASSIGNEE:
~=~TTi-~'7 1:('f7RVILLE F1VIF-1TIOIV. IPdC.
Y_, y
Secretary Robert F.. Woodwar~•d, Pre=.ader~*..
AG='P f20VE=D Fl `3 TCi 1=0Rh1 i'1NI1 COhI ciENTLt) ~71J:
CIT`r OP f:F=RF±VILLF
nY ~ ..--------__.__...._. Date :
Itss Mayo,:
[:UUh.IT'r Cif= F:E_RF?, TEXAS
Ry:!s; Robert A. Denson Dz+.te: J~_tly Ei, 1996
Its Crirnty ,T~.u~ge
Date°
printed blame:
(:i.ty Rttar-nE-y
F'r ini-ed Narne~
Co~.tr-ity Attnr-ney
Dati=:
Date.
FHE_: FTATE QF TE.X,AS ) i
CCJUi'•iT`r OF" F:ERR a
TI-.i.=: instr~_tme~nt wzi=_ acknowledged hefur-~e me tt-iis :. ............... day caf
, .L `396, by ROIJLI?T I'2. WOCJI>WARD, f='res:ident or= R. R.
WoaE:Iw~ar~d E:rrterpri.ses, i:nc., a Te;;a=~ b~_t=i.r~es, corporation, as
tP-~e ar7t ar~~d deed oi= =_aid cnr-por-taier-~ and ire tt~~e c=sE~acity
tt'i E?rE?ln St at Ed.
TI-IF_ Sl"Al'Fi OF" TEti6l3 i i
CC:iUNT'r OF= N,ERP, i
Notary 4'~.ablic, State of l"taxes<.:
Tl-ai.s i.n=..tr~_tment wa=_ acknowledged before me thi=_~ ___ day of
, 19'11>, by F?CIBI::_F71- R. 41ClOi>W(1P.D, 4='rt=••sider~i- of
I',er-r-vil7.e Aviati~ry Inc. a Texa=> b~_tsi.ness corpcrratior~, a=_ tFae
act and dtaed rf said :_orporation and in the capacity therein
stated.
Notary 4'~ablic, Staate rf ley._itt.
FOSTER, t_EWIS, t?.NGLEY, GARDNER (k BANACK
NCORPORPTEO
ATTORNEYS AT LAW
100 WESTON CENTRE
2 EAST PECAN STREET
SAN ANTONIO, TExA$ 78205- 533
RALPH IANGLEY
EMERSON BANACK, JR.
CHARLES R ROBERtS
EDWARD KLIEWER III
RICHARD L. KERR
WILLIAM T. ARMSTRONG III
KENNETH L MALONE
RON PATfERSON
SCQTT E. BREEN
MICHAEL R. GARATONI
DALE WILSON
MARK S. HELMKE
JAMIE M. WILSON
JAMES K. LOWRY
PETER L KILPATRICK
ROGER D. KIRSTEIN
D. CRAIG WOOD
ROBERT CARL JONES
(2 10)226-3 I 16
TELECOPIER l2101226~ 106$
June 27, 1996
AusrlN OFFICE
100 CONGRESS, SVITE 2100
AOSTIN, TEAS ~8~01
IS 1219693695
TELECOPIERIS 2)469-6335
OF CODNSEL
A. J. LEWIS. JR
A. J. LEWIS III
BEN F FOSTER (RETREDI
A J LEWIS 11902 19811
PAT M. GARDNER (RETIREDI
Ms. Thea Sovil
Administrative Assistant
700 Main
Kerrville, Texas 78028
Re: Request for consent to assign the following:
Lease Agreement dated August 4, 1983, by and between City of Kemille and County of
Kerr, as Lessors, and KX Aviation, Inc., as Lessee, as amended; and
Lease Agreement datedMay 28, 1985, by and between City of Kerrville and County of Ketr
as Lessors, and S&S Aviation, as Lessee, as amended.
(collectively, the "Leases").
Dear Ms. Sovil:
Pursuant to our telephune cunversation of this date, and as we advised you, this firm
represents R. R. Woodward Enterprises, Inc. dba Kerrville Aviation.
As its legal counsel, our client has requested that we forward this letter to your attention
for the purpose of requesting, and please consider this letter as our client's formal request, that
the County Commissioners of the County of Kerr consent to the assignment of the Leases to
Kerrville Aviation, Inc. The Airport Advisory Board and City Council for the City of Kerrville
have already approved the transaction and the form of the enclosed Assignment and Assumption
Agreement. You can verify this approval by contacting Mr. Jim Dower at 257-8000.
D1Cjones\CLIENTS\WOODWARDVCERR AVI\Comty COmmissoners ltr wpd Page
.., -,.
In connection with our client's request, and pursuant to our telephone conversation of this
date, we have enclosed information relating to Kemille Aviation, Inc. and the proposed
Assignment and Assumption Agreement. Kemille Aviation, Inc. is a Texas business corporation
whose shareholders are the same as those who hold all outstanding and issued shares of R. R.
Woodward Enterprises, Inc. All assets of R. R. W. Enterprises, Inc. dba Kemille Aviation will
be transferred to Kemille Aviation, Inc. in connection with this transaction.
Based on the foregoing, our client requests that this request for approval of the foregoing
assignment be submitted to the County Commissioners along with a request that they authorize
the County Judge to sign the Assignment and Assumption Agreement as indicated. Please submit
the enclosed information and this request to the County Commissioners for approval at the next
regularly scheduled meeting. Further, please provide me with notice of the date and time of the
meeting and let me know whether I should attend the meeting as I did the Airport Advisory
Board.
If you have any questions or need any additional information regarding this matter, please
do not hesitate to contact me at the address and phone number on this letterhead.
Thank you in advance for your prompt attention to this matter.
Sincer~ c~^"""/T
Robert Carl Jones V
cc: Mr. Robert R. Woodward, President
R. R. Woodward Enterprises, Inc.
P. O. Box 630
Kemille, Texas 78029
D \Cjones\CLIENTS~WOODWARDVCERR AVI\COUnry Commissoners hr wpd Page 2
~" _~~ i
M ~ ~ I.
^~ ~ ~ ~ ~.
~~e ~ Cafe of ~extts
~erretarv of Mate
"rc.d. 2v, lvvb
FJSTcQ lEn'[S La\GLE'( - 'OSE~T CARL JUVES
112 E ~S T PcCi. '+, STE . LitiG
S9~i Ci.T%NI`l ,TX 78[05-1~3J
F. r-
K=R?VILL"t t~VI^.TIu~~, IBC.
C:-IARTE;~ `n1n;;E?. C138vd~2-DQ
IT HAS 9EEP+ UUR PLcaSL'FE TU APPROVE AND PLACE ON RECORD THE ARTICLES
Or T`+CC?P04,1T?U~ THA7 C?E~T=] Y'JU~ CO?P;IRATIUN. IiE ExT'EfvD GUR EtEST
,.. -
F+ISHES FOR SUf,CESS I:V Y•:,UR ^iEvl VcNTURE.
LS "- CU~P;;.Z:TI7V, Y%U „'<= SU3JECT T'~ ST~TE TA'( LAwS. SUYE NUN-PROFIT
CORaO~AT[nNc Arc EXEMPT F2G^! THE PAYHEYT DF F2ANCHISE TAXES AND ,MAY
AI_S^ PE- EXEr!PT FRCf1 THE PAYMENT OF SAL=S AND USE TAX ON THE PURCHASE
Ur TAXAHLE ITE1S. IF YOU F'=EL TH4T UVU=ic T4i"c L:1w YOUR CU3?ORaTIuN IS
E'~TITLL-C TO 3E =x'.MPT YDU MUST APPLY TO THE CO?1P7RULLER CF PU9LIC AC-
CUUNTS FOR THE EX=M PTIUV. THE SECRcT~RY ~F STATE CAV"+OT MAKE SUCH
D=TERyIyaTIU;J FCR YOUR CORPOR4TIOV.
IF .JE CAN 9= OF F!JRTnEP, SERVICE AT .Af•iY 71:1E, PLEASE LET US K^JUd.
~i ~~\` -
r'1, ~:-,: ~~. ~ i ~ ~~~~.: .:'•~
j~__ - --~ '. ~~ __, VERY TRULY YOURS,
„\^~~/,
;, ` _,
t\\ \~~% i ~ ~ O
~`\ / Antonio O. Garza, Jr., Secretary of State

\.. _.r.
... }. ~ j,
i.
i .~~,.
~1hP ~fHtP Of ~fXtIB
~ecrefttrt7 of ~tttte
c~<rI~IGAr=_ ~F I~!CC:lRU?ATIOn
J
<~~z`rILL- ~vIArI'~v, LrIC.
i!i= i)i-r`c+SIJP.cCr :S SF:^T:-tY lir STAT= i;F TrtE STATE OF T~XaS,
r=:IFd~ Cc<rIFI.S Tt-,r i•i~ ATTaC-~E!; a~TI'~LES u= tu~„CKPi;RaTIUr, FUR THU
-3Cv- .:9y~cJ ;;';i=J4:.TI'_w h4 v= 3~Eri s~Cc=IY~J iv THIS ;,FFICE a`~C ARE

~JGJ".IJI'1GLY, Tn= U:dL`Er~SiG\ED, AS ScC°ETu>Y OF STATE, .:tiC BY VIRTUE
U~ T.1- ~'JTHr)~ iTY /~STL--~ f'v TH5 Scf=.. T.1,<Y riY LAr., tiERESY ISSUcS THIS
._ C=2TI~-iCa'= J~ I'I::O?P',7ri~TI0:.
iy$~J,}`~r= ,7c THIS C`itTl`=iCLTc OF 1~`tCO~.?OR4TI'J,V OUTS huT aUThORIZE
ThE USE OF ~ CuRRGRaTF ~~.;'^.E I`I THIS STATc I'v VIOLATIUN OF THE RIGhTS OF
A~\GTH_R U'if'F;2 7t-E FcDEZAL Tr2.aGE:*.A?K ACT ;iF Ly4bt ThE TEXAS TR-10EMaici( LA i+,
T'~E aSSU".EJ 3USIv=Sc ^7 ?'zCr_SSiuAAI M1AMc ACT CR THE CGMI^UN LA'd.
CAT.D F53. 2~3, 1990
E'=F=:TiVc F3. "[3, 1990

.. -
~...	~\

=-,	-_

-

f-°='	_'
-~
~
y~ .	
\,	

Antonio O. Garza. Jr.. Secretary of Slate

r
ARTICLES OF INCORPORATION
OF
KERRVILLE AVIATION, INC.
^--__
FILE- p -'~__.
~ In ih:; vt,icc• of the
F:ratary of State ci Texas
1
Fa 2 s ~sss
Lill -C'li;;j~iUN.~. G`n-n
----~---- ... ai"v
I, the undersigned natural person of the age of eighteen (l8) years or more, acting as
an incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE ONE
The name of the corporation is Kerrville Aviation, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is to carryon any lawful business
for which corporations may be incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority to issue
is One Ivfillion (1,000,000), all of which shall be common shares with a par value of One Cent ($0.01)
each.
ARTICLE FIVE
The corporation will not commence business until it has received for the issuance of
its shares consideration of the value of One Thousand Dollars 01,000.00), consisting of money, labor
done or property actually received.
ARTICLE SIX
,~,-,
Articles of Incorporation Page 1


The address of the corporation's initial registered office is 1515 Knapp Road,
Kerrville, Texas 78028, and the name of its initial registered agent at such address is Robert R.
Woodward.
ARTICLE SEVEN
The number of directors constituting the initial Board of Directors is three (3), and
the name and address of the person who is to serve as director until the first annual meeting of the
shareholders or until a successor is elected and qualified are:
Robert R. Woodward, ISIS Knapp Road, Kemille, Texas 78028
Mary H. Woodward, 1515 Knapp Road, Kem•ille, Texas 78028
Lura Wallis, 1515 Knapp Road, Kemille, Texas 78028
ARTICLE EIGHT
The name and address of the incorporator are Robert Carl Jones, 112 East Pecan,
Suite 1100, San Antonio, Texas 78205.
ARTICLE NIIv'E
The shareholders of this corporation shall not have preemptive rights to subscribe or
to acquire unissued or treasury shazes or securities of the corporation which may be issued from time
to time, and all such rights are hereby expressly denied.
ARTICLE TEN
Cumulative voting is hereby expressly prohibited. The holders of a majority of
outstanding shares of the corporation shall be entitled to elect all members of the Board of Directors.
ARTICLE ELEVEN
The corporation shall indemnify all of its past, present, and future officers and
Articles of Incorporation Page 2

-~
directors for actions taken or omissions made in their official capacities to the greatest extent legally
permissible under Article 2.02-1 of the Texas Business Corporation Act, or any successor statute (the
"Statute"). The corporation shall also pay (in advance, to the greatest extent permissible under the
Statute) all expenses incurred by any past, present, or future officer or director of the corporation
which are related to proceedings challenging actions taken or omissions made by such officer or
director in his or her official capacity, to the greatest extent legally permissible under the Statute. No
past, present, or future director of the corporation shall be liable to the corporation for monetary
damages for any actions taken or omissions made in such director's capacity as a director, except to
the extent that this exemption is limited by Section B of Article 7.06 of the Texas Miscellaneous
Corporation Laws Act, or any successor statute.
ARTICLE TWELVE
Without limiting any other power or authority which this corporation shall have
pursuant to the Texas Business Corporation Act, these Articles of Incorporation and other provisions
of law, this corporation shall have the power, in connection with the performance, furtherance and
realization of its business purposes, to engage in and participate in, and to be a party to, and general
partner, limited partner, member or manager of, joint stock companies, joint stock associations,
limited partnerships, general partnerships, joint ventures and other forms of business association or
organization with one or more other parties, persons, corporations or business associations.
Articles of Incorporation Page 3

.-.
--.
DATED and EXECUTED the ~G~i( day of ~ 1996.
~/~
Robert Carl Jones, Incorpor t r
THE STATE OF TEXAS §
COUNTY OF BEXAR §
_ ~ ~
I, ~%'~ ~'~~~'• ! ~ c' ~%_'-~ , a notary public, do hereby certify that on this °==day
of F .b._~..~~~/ , 1996, personally appeared before me, Robert Carl Jones, who being by me
nrst duly sworn •declared that he is file person who signed the foregoing document as incorporator,
and that the statements therein contained are true.
Jul TMs'.+a c. orrso
- ; ~,
_~/~/,
.=~,,: ,
Vot~~ry Public, State of Texas
--- - "~'""--~ --/ My Commission Expires: 3 "~~ ~ 7
A:UCERA AVIURi1CLE5 MC
Articles of Incorporation Page 4
.,
..
DIRECTOR'S CONSENT
KERRVILLE AVIATION, INC.
(Organizational Meeting)
The undersigned, being all of the directors of Kemille Aviation, Inc. (the "corporation"),
acting by written consent pursuant to the provisions of Article 9.10 of the Texas Business
Corporation Act, hereby takes the following action and adopts the following resolutions:
The director has been informed that the Articles ofIncorporation of the corporation have been
filed, that the Certificate of Incorporation has been issued, and that the corporation's corporate
existence began on February 28, 1996.
The board of directors hereby adopts the Bylaws of Kemille Aviation, Inc., a copy of which
is to be certified by the secretary of the corporation and filed in the corporate minute book.
The board of directors elects the following named persons to serve as officers of the
corporation until their successors have been elected and qualified, and subject to the provisions of the
bylaws, each such officer to have and perform such duties as maybe from time to time prescribed by
the board of directors:
Robert R. Woodward
Mary H. Woodward
Lura Wallis
President
Vice-President
Secretary /Treasurer
The board directs the secretary of the corporation to adopt a stock certificate form for the
corporation which complies with the provisions of the Texas Business Corporation Act.
The board of directors accepts the following subscriptions for the one cent ($.O1) par capital
stock of the corporation at a price of one dollar ($1.00) per share:
Directors' Consent Page 1

..
Number of Amount of
Name Shares Subscribed Subscription
Robert R. Woodward 298 S 993.34
Mary H. Woodward 1 S 3.33
Lura Wallis 1 S 3.33
The foregoing subscriptions having been accepted, the board of directors authorizes and
directs the officers of the corporation to cause a certificate for fully paid, non-assessable shares of the
stock of the corporation to be issued for the number of shares subscribed as shown above, upon
receipt by the corporation of cash payment in full therefor. It is the intention and expectation of the
board that such shares do and shall qualify as "Section 1244 Stock" pursuant to the provisions of
Section 1244 of the Internal Revenue Code of 1986, and the regulations promulgated thereunder.
The board of directors authorizes and ratifies the opening of a bank account in the name of
and on behalf of the corporation, and adopts resolutions for such purpose, copies of which shall be
kept in the corporate minute book. The signature of any officer of the corporation shall be required
on all checks drawn on this account.
The board of directors adopts the following resolutions:
1. RESOLVED, that the officers of the corporation are authorized and directed
to commence the corporate business in accord with the corporation's Articles
of Incorporation, Bylaws, and the directives contained herein, at such time
when the corporation shall have actually received cash or property in the
amount of one thousand dollars or more in payment for its stock.
2. RESOLVED, that the fiscal year of the corporation shall be that chosen by the
treasurer.
3. RESOLVED, that the salaries of the corporation's officers shall be established
by the board of directors at a later date.
~-' Directors' Consent Page 2

..
4. RESOLVED, that the officers of the corporation are hereby directed to
consult with an accountant regarding the relative advantages and disadvan-
tages of making an S election under the Internal Revenue Code.
5. RESOLVED, that the oflicers of the corporation are hereby directed to
consult with one or more insurance agents regarding the advisability of
purchasing insurance to cover the activities of the corporation, and to
determine the cost thereof.
DATED and EFFECTIVE the 7 day of /,';~ ~ , ;:; , 1996.
Directors' Consent Page 3

=C ~C :ice J /lic_ L~./
Lura Wallis, Director
STATE OF TEXAS §
COWi TY OF KERB §
THIS ASSIGNMENT AND ASSUDtPTION, executed and delivered as ofthe day
of , 1996, by and between RR WOODWARD ENTERPRISES, INC.,
a Texas business corporation, ("Assignor"), and KERRVII.LE AVIATION, INC., a Texas business
corporation ("Assignee");
WHEREAS, Assignee desires to acquire all of Assignor's right, title and interest in and to
the below described lease agreements and amendments and addendums thereto, subject to the terms
and conditions of this Assignment and Assumption; and
WHEREAS, Assignor desires to transfer, assign, convey and set over all of Assignor's right,
title and interest in and to the below described lease agreements and amendments and addendums
thereto to Assignee, subject to the terms and conditions of this Assignment and Assumption; and
KX Aviation Lease Agreement
WHEREAS, the City of Kerrville, a Municipal corporation located in Kerr County, Texas,
and COUNTY OF KERR, TEXAS, hereinafter collectively called "Lessor", and KX Aviation, Inc.
a Texas corporation, as Lessee, entered into that certain Lease Agreement dated August 4, 1983, a
copy of which has been heretofore furnished to Assignee; and
WHEREAS, on November 14, 1983, the Lessor in said Lease Agreement and KX Aviation,
Inc. entered into a "First Amendment to Lease Agreement," a copy of which has been heretofore
furnished to Assignee; and
Assignment and Assumption Page l
WHEREAS, on October 29, 1984, the Lessor in said Lease Agreement and KX Aviation,
Inc., entered into an"KX Aviation Lease -Second Amendment," a copy of which has been heretofore
furnished to Assignee; and
WHEREAS, on November 29, 1984, the Lessor in said Lease Agreement and KX Aviation,
Inc., entered into an "KX Aviation Lease -Third Amendment," a copy of which has been heretofore
furnished to Assignee; and
WHEREAS, on July 15, 1986, the Lessor in said Lease Agreement and KX Aviation, Inc.,
entered into an "Fourth Lease Addendum (1986)," a copy of which has been heretofore furnished to
Assignee; and
WHEREAS, on October I5, 1986, said Lease Agreement and amendments and addendum
thereto were assigned to R. R. Woodward Enterprises, Inc., pursuant to that one certain Assignment
and Assumption by and between KX Aviation, Inc. and R. R. Woodward Enterprises, Inc. and
consent thereto by the City of Kerrville, County of Kerr and Kemille-Kerr County Joint Airport
Board dated February 14, 1989; and
WHEREAS, on August 3, 1987, the Lessor in said Lease Agreement and R. R. Woodward
Enterprises, Inc., entered into an "Fifth Lease Addendum (1987) R. R. Woodward Enterprises,
Inc./City-County;" and
S & S Aviation Lease Agreement
WHEREAS, on May 28, 1985, Lessor and S & S Aviation, Inc., a Texas corporation, as
Lessee, entered into that certain Lease Agreement dated May 28, 1985, copy of which has been
heretofore furnished to Assignee; and
Assignment and Assumption Page 2
WHEREAS, on August 15, 1985, Lessor in said Lease Agreement and S & S Aviation, Inc.,
as Lessee entered into a "S & S Aviation Lease -First Amendment," a copy of which has been
heretofore furnished to Assignee;
WHEREAS, on July 12, 1988, the Lessor in said Lease Agreement and Kerrville Air, Inc.,
entered into an "Addendum No. 1 to Lease Agreement" wherein the name of S & S Aviation, Inc.
was changed to Kerrville Air, Inc., a copy of which has been heretofore furnished to Assignee; and
WHEREAS, on February 24, 1989, said Lease Agreement and amendment and addendum
[hereto were assigned to R R. Woodward Enterprises, Inc., pursuant to that one certain Assignment
and Assumption by and between Kerrville Air, Inc. and R. R. Woodward Enterprises, Inc. and
consent thereto by the City of Kerrville, County of Kerr and Kerrville-Kerr County Joint Airport
Board dated February 14, 1989; and
WHEREAS, on April 26, 1989, the Lessor in said Lease Agreement and R. R. Woodward
Enterprises, Inc. Entered into a "Third Amendment S & S Aviation Lease dated Ivfay 28, 1985," a
copy of which has been heretofore furnished to Assignee.
(The Lease Agreements and amendments and addendums thereto described in the foregoing Recitals
shall be collectively hereinafter referred to as the "Lease Agreements").
NOW, THEREFORE, for and in consideration of the foregoing recitals and the agreements
and covenants herein set forth, together with the sum of TEN AND NO/100 ($10.00) DOLLARS
and other good and valuable consideration this day paid and delivered by Assignee to Assignor, the
receipt and sufficiency of which is hereby confessed and acknowledged by Assignor, Assignor does
hereby ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee, Assignee's successors and
Assignment and Assumption Page 3
,,.. -~
assigns, without warranty or recourse, express or implied, and upon the terms and provision set forth
herein, the Lease Agreements, and all of the rights, benefits and privjleges of Assignor thereunder,
but subject to all terms, provisions, conditions, reservations and limitations set forth in the Lease
Agreements. In connection therewith, and without limiting [he generality of the foregoing, but in
addition thereto, Assignor expressly ASSIGNS and TRP.NSFERS to Assignee any and all claims,
causes of action and rights of Assignor in, to and under the Lease Agreements, without warranty or
recourse, express or implied, and with the understanding that such Lessor has consented to this
Assignment and Assumption in writing.
The parties understand and agree that by execution and acceptance of this Assignment and
Assumption, Assignee hereby assumes all of Assignor's liability and agrees to perform all of
Assignor's duties and obligations under the Lease Agreements. The parties further agree that, after
the date hereof, Assignor shall have no further liability to discharge or perform any duty or obligation
or comply with any term, covenant, condition or agreement set forth in the Lease Agreements. In
connection therewith, Assignee covenants and agrees to promptly discharge and perform all such
duties and obligations and comply with all terms, covenants, conditions and agreements set forth in
the Lease Agreements. In connection therewith, on and after the date hereof, Assignee hereby
indemnifies and agrees to save and hold harmless Assignor from and against any and all loss,
damages, liability, claims, or causes of action of any nature whatsoever arising out of or related to
the Lease Agreements or Assignee's failure to perform any of the duties or obligations under the
Lease Agreements, whether accrued or unaccrued, asserted or unasserted, known or unknown.
All of the covenants, terms and conditions set forth herein shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns.
Assignment and Assumption Page 4

IN WITNESS WHEREOF, Assignee and Assignor have caused this Assignment and
Assumption to be executed as of the
ATTEST:
day of 1996.
ASSIGNOR:
R.R. WOODWARD ENTERPRISES, INC.
Rv
Secretary Robert R. Woodward, President
ASSIGNEE:
ATTEST: KERRVILLE AVIATION, INC.
By:
Secretary Robert R. Woodward, President
APPROVED AS TO FORM AND CONSENTED TO:
CITY OF KERRVILLE
By:
Its Mayor
CO OF KERR, TEXAS
By: 1 ~'~----~
I s Count J e
Printed Name:
City Attorney
Date:
Date: (~
Date:
Date:
Printed Name:
County Attorney
Date:
Assignment and Assumption Page 5
r
THE STATE OF TEXAS §
COUNTY OF KERB §
This instrument was acknowledged before me this _ day of , 1996, by ROBERT
R. ~VOODWARD, President of R.R. Woodward Enterprises, Inc., a Texas business corporation, as
the act and deed of said corporation and in the capacity therein stated.
Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF KERR §
This instrument was acknowledged before me this _ day of 1996, by ROBERT
R WOODWARD, President of Kerrville Aviation, Inc., a Texas business corporation, as the act and
deed of said corporation and in the capacity therein stated.
Notary Public, State of Texas
Assignment and Assumption Page 6
,-
COMMISSIONERS' COURT AGENDA REQUEST
PLEASE FURNISH ONE ORIGINAL AND FIVE COPIES OF THIS REQUEST AND DOCUMENTS
TO BE REVIEWED BY THE COURT.
MADE BY: Robert A. Denson
MEETING DATE: JULY 8. 1996
SUBJECT: (PLEASE BE SPECIFIC)
OFFICE: County Judge
TIME PREFERRED:
Consideration and approval of Lease Agreement between City of Kerrville
and County of Kerr, as Lessors, and KX Aviation, Inc., as Lessee, and City
of Kerrville and County of Kerr, as Lessors, and S&S Aviation and authorize
the County Judge to sign same.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
ESTIMATED LENGTH OF PRESENTATION:
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
NAME OF PERSON ADDRESSING THE COURT: County Judge
Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5,
Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays:
THiS REQUEST RECEIVED $Y:
THIS REQUEST RECEIVED ON:
5:00 P.M. previous Tuesday.

All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has
been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will
be appreciated and contribute towards you request being addressed at the earliest opportunity. See Agenda
Request Rules Adopted by Commissioners' Court.