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HomeMy WebLinkAboutContract 46531 CIT '' 'fAW Co �, +_ a NO._ LANDLORD SUBORDINATION AGREEMENT This LANDLORD SUBORDINATION AGREEMENT (this "Agreement") made this day of , 2015 by and among: SECURED PARTY: COMPASS BANK Attn: Structured Lending Group/Dallas Commercial Funding Department 8080 N. Central Expressway, Suite 120 Dallas, Texas 75206 TENANT: TEXAS AERO ENGINE SERVICES, L.L.C. P.O. Box 961024 MD 8353 Fort Worth, Texas 76161 and LANDLORD: CITY OF FORT WORTH 1000 Throckmorton Fort Worth, Texas 76102 Attn: Director of Economic Development With a copy to: City Attorney City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 RECITALS WHEREAS COMPASS BANK ("Secured Party") has made a loan (as renewed, modified, consolidated, replaced or extended, the "Loan") to TEXAS AERO ENGINE SERVICES, L.L.C., a Delaware limited liability company ("Tenant"), to provide working capital for its operations located at the Alliance Fort Worth Airport, located in Fort Worth, m Texas as more particularly described in the Lease (as hereinafter defined) (the "Premises") and m such Loan is governed by a Second Amended and Restated Revolving Credit and Security Agreement (the "Security Allreement") and secured by, inter alia, a perfected security interest CD in Tenant's inventory and other property described or referenced in Exhibit "A" (wherein Tenant is referred to as "Debtor") hereto (the "Collateral"); n '—` WHEREAS it benefits all parties named herein for Secured Party to make the Loan to Tenant so as to further the economic vitality of Tenant's business and operations located on the Premises; and OFFICIAL RECORD CITY SECRETARY aus-6053995-2 FT.WORTH,TX WHEREAS Secured Party, as a condition of making the Loan, requires that its security interest in the Collateral will be superior to any lien, right, title or interest of the CITY OF FORT WORTH ("Landlord") in, upon, under or to the Collateral. NOW, THEREFORE, in consideration of the premises, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, Landlord, Secured Party and Tenant covenant and agree as follows: AGREEMENT 1. SUBORDINATION. All interest of Landlord in the Collateral pursuant to the Facilities Lease Agreement dated as of , 2015, executed by and between Landlord and Tenant (as the same may have been or may hereafter be amended or modified, the "Lease"), and all rights, title, liens and interests in the Collateral accruing to Landlord as Landlord or otherwise under or pursuant to the Lease, whether consensual or arising by operation of law, are and shall be subject and subordinate in all respects to Secured Party's security interest in the Collateral, to the extent of each and every Loan advance made or hereafter to be made under or in connection with the Security Agreement, together with interest, charges and expenses as provided in the Security Agreement, and to all renewals, modifications, consolidations, replacements and extensions of the Loan and/or the Security Agreement. Notwithstanding any provisions of the Lease to the contrary, and for as long as the Security Agreement and any renewals, modifications, consolidations, replacements or extensions thereof shall remain in effect, Secured Party's security interest in the Collateral shall be superior to any rights, title, liens and interests in the Collateral in favor of Landlord. Landlord hereby further agrees not to take any action of any kind (whether or not permitted by Article 9 of the Uniform Commercial Code or any other applicable law) to possess, repossess, foreclose upon, dispose of(at public or private sale) or otherwise realize upon any of the Collateral without the prior written consent of Secured Party. 2. SECURED PARTY ACCESS. Upon the occurrence of any Event of Default (as defined in the Security Agreement) and at any time thereafter so long as the same shall be continuing, upon written demand by Secured Party to Landlord, or in the event Landlord succeeds to the interest of Tenant in the Premises, whether by default or termination of the Lease or otherwise, Secured Party shall be allowed to enter the Premises for such reasonable periods of time (not to exceed ninety (90) days from the date of the demand to Landlord or from the date Landlord succeeds to the interest of Tenant in the Premises) as are required for the purpose of preserving, collecting or liquidating its security interests in the Collateral in accordance with the terms and provisions of the Security Agreement and such other purposes as are reasonably incident to such procedures and shall be allowed to remove all or part of the Collateral from the Premises and/or store all or part of the Collateral on the Premises during such period of time, without further obligation or liability to Tenant or Landlord; provided that (i) Secured Party shall provide, prior to entering the Premises, either, at Landlord's sole option, (a) assurances reasonably acceptable to Landlord that Secured Party and its representatives are fully insured with respect to any risks incurred in connection with conducting such procedures on the Premises, or (b) a written release satisfactory to Landlord and Secured Party with respect to such AUS-6053995-2 risks; (ii) to the extent applicable, such procedures shall be subject to the safety, security and workplace rules relating to the Premises and the requirements of any applicable laws; (iii) any such procedures conducted following Landlord's succession to Tenant's interest in the Premises shall not unreasonably interfere with Landlord's business conducted on the Premises; and (iv) Secured Party shall be liable for, and shall repair, any damages to the Premises caused by Secured Party. If Secured Party elects to take possession of or uses or occupies the Premises at any time as provided hereinabove, then Secured Party shall pay Landlord Base Rent (as hereinafter defined) calculated on a per diem basis for the number of days Secured Party is in possession of the Premises, commencing on the first day of such possession, use, or occupancy and ending on the day Secured Party abandons the Premises. "Base Rent" shall be defined as all monetary obligations of the Tenant to the Landlord under the Lease, prorated for the period of time Secured Party possesses, uses, or occupies the Premises. Notwithstanding the foregoing to the contrary, despite Secured Party's possession of the Premises, Secured Party shall not be obligated to pay Base Rent (or any other sums) to Landlord for any period in which Tenant has previously paid rent to Landlord in accordance with the terms of the Lease. 3. ASSIGNMENT. Tenant and Landlord agree not to assign or transfer at any time while this Agreement remains in effect any rights, title, liens or interests of any kind in, upon, under or to the Premises or the Collateral (or any indebtedness, obligation or liability secured thereby) without notifying Secured Party in writing at the address listed on page one of this Agreement. Notwithstanding the foregoing to the contrary, Landlord and Secured Party acknowledge and agree that Landlord shall use its best efforts to provide such notice, but Landlord shall not have any liability for failing to provide such notice. 4. DURATION; BINDING EFFECT. This Agreement shall continue in effect until all obligations and Iiabilities under the Security Agreement have been satisfied and paid in full. No termination, however, shall impair the rights or priorities created or acquired by Secured Party prior to the effective date of such termination. This Agreement is solely for the benefit of the parties hereto and all of the covenants, terms, conditions and obligations herein contained shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns, and no other person or entity is intended to or shall have any rights hereunder, whether as a third party beneficiary, or otherwise. 5. MISCELLANEOUS. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT BINDS LANDLORD AND LANDLORD'S HEIRS, PERSONAL REPRESENTATIVE, SUCCESSORS AND ASSIGNS AND BENEFITS SECURED PARTY, ITS SUCCESSORS AND ASSIGNS. This Agreement may be executed in one or more counterparts and shall be binding upon the parties hereto when a counterpart hereof has been signed by each of them. This Agreement may be filed and recorded by Secured Party. AUS-6053995-2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective on the date hereof. SECURED PARTY: COMPASS BANK By: Name: Title: TENANT: TEXAS AERO ENGINE SERVICES, L.L.C. By: William Wozniak President & General Manager By: Lance Linguist Vice President— Finance & Controller LANDLORD: CITY OF FORT WORTH By: Name: Title: AUS-6053995-2 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed effective on the date hereof. SECURED PARTY: COMPASS BANK By: Name: Title: TENANT: TEXAS AERO ENGINE SERVICES,L.L.C. By: William Wozniak President&General Manager ` L . By: ......•— Lance Linguist Vice President—Finance&Controller LANDLORD: CITY OF FORT WORTH By: Name: Title: AUS-6053995-2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective on the date hereof. SECURED PARTY: COMPASS BANK By: Ak�� Name: Smee% 4xnao..1 Title: Fart- 14bftA olid#,Aet CEZ7 TENANT: TEXAS AERO ENGINE SERVICES, L.L.C. By: William Wozniak President& General Manager By: Lance Linguist Vice President— Finance & Controller LANDLORD: CITY OF FORT WORTH By: Name: Title: AUS-6053995-2 THE STATE OF TEXAS § COUNTY OF e BEFORE ME, the undersigned authority, in and for said County and State, on this day personally appeared LANCE LINGUIST, Vice President — Finance and Controller, of TEXAS AERO ENGINE SERVICES, L.L.C. known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. �. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ,?ofr* day of 2015. �4pv a ANGELA REICHERT N, Notary Public No N®y STATE OF TEXAS the State of T as My Comm.Exp.August 21,2015 THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, in and for said County and State, on this day personally appeared of THE CITY OF FORT WORTH known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of . 2015. Notary Public in and for the State of Texas AUS-6053995-2 THE STATE OF TEXAS § COUNTY OF' —11 § BEFORE ME, the undersigned authority, in pd for said,County and State, on this day personally appeared I _ of COMPASS BANK known to me- bedto be the person whose name is subscrito the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this f day of , 2015. Notary Public in and for the State of Texas THE STATE OF TEXAS § COUNTY OF BEFORE ME, the undersigned authority, in and for said County and State, on this day personally appeared WILLIAM WOZNIAK, President and General Manager, of TEXAS AERO ENGINE SERVICES, L.L.C. known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this jq g day of 2015. )L PVC ANGELA REICHERT Notary Z d r i4 L� Notary Public the State of Tex s * m STATE OF TEXAS N4� 00 my Comm.Exp.August 27,2015 AUS-6053995-2 THE STATE OF TEXAS § COUNTY OF Ttw § BEFORE ME, the undersigned authority, in and for said County and State, on this day personally appeared _ &kav' (i. k-_ep(l ?jIS14*x of COMPASS BANK known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of V odnj 2015. g�rRv Pn KIMBERLY JANE GILES Notary Public + h STATE OF TEXAS 9�oF My comm W.Nov.19.2019 tary Public ' and for the State of Texas THE STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, in and for said County and State, on this day personally appeared WILLIAM WOZNIAK, President and General Manager, of TEXAS AERO ENGINE SERVICES, L.L.C. known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2015. Notary Public in and for the State of Texas AUS-6053995-2 THE STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, in and for said County and State, on this day personally appeared LANCE LINGUIST, Vice President — Finance and Controller, of TEXAS AERO ENGINE SERVICES, L.L.C. known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2015. Notary Public in and for the State of Texas THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigne authority, in and for sai ' Coun� and State, on this day personally appeared �er-nar� ( ,6:54[Q� O_M 6of THE CITY OF FORT WORTH known to me to be the person whose name is subscribeZ to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of j4AOit�L, 2015. Notary Public in and for the State of Texas EVONIA DANIELS Y` Tic.State of Texas Notary Pub My Commission Expires July 10, 2017 AUS-6053995-2 EXHIBIT A All of Debtor's right, title and interest and interest in the following (the "Collateral"): (a) accounts and accounts receivable; (b) inventory wheresoever the same may be located; (c) contract rights, chattel paper, electronic chattel paper, notes, notes receivable, documents, instruments, general intangibles, and payment intangibles, in each case, which evidence an account or accounts receivable and are now or may hereafter be in the possession of or deposited with Secured Party, or which are otherwise assigned to Secured Party or as to which Secured Party may now or hereafter control possession by documents of title or otherwise; and (d) substitutions, accessions, additions, parts, accessories, attachments, replacements, proceeds and products of, for and to any and all of the foregoing, including, without limitation, any and all insurance proceeds (solely to the extent payable to Secured Party in connection with a loss of Collateral in accordance with Section 6.2 the Security Agreement), whether now or hereafter owned, existing, created, arising or acquired; provided, however, nothing herein shall be intended to grant a security interest in any engines or other components of third parties to which any item of inventory may become attached and considered an accession, addition, accessory or attachment. H - 6 AUS-6053995-2 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made and entered into effective as of the 6th day of February, 2015 ("Assignment Date"), by and between AllianceAirport Authority, Inc., a Texas non-stock, non-profit industrial development corporation created by the City of Fort Worth pursuant to the laws of the State of Texas, including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended ("Assignor"), and City of Fort Worth, a Texas home-ruled municipal corporation ("Assignee"). RECITALS : A. Assignor is the owner of the Alliance Fort Worth Maintenance Facility at 2000 Eagle Parkway, Fort Worth, Texas ("Facility"). B. Assignor is the "Landlord" under the Facilities Lease Agreement shown on Exhibit "A" attached hereto (the "Lease") between Assignor and Texas Aero Engine Services, L.L.C., a Delaware limited liability company ("Tenant"), concerning space located at the Facility, as more particularly described in the Lease. C. Assignor is conveying the Facility to the Assignee, and desires to, among other things, assign all of its right, title and interest in and to the Lease to Assignee. D. Assignee has agreed to, among other things, assume all of Assignor's right, title and interest in and to the Lease. AGREEMENT : NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid to Assignor by Assignee, the parties agree as follows: 1. Assignor hereby TRANSFERS, ASSIGNS, and CONVEYS unto Assignee all of the right, title, and interest of Assignor in and to the Lease. 2. Assignee hereby assumes all liabilities and obligations of Assignor under the Lease which are accrued or asserted after the Assignment Date and agrees to perform all obligations of Assignor under the Lease which are to be performed or which become due after the Assignment Date. m 3. This Assignment shall be binding upon and inure to the benefit of Assignor and C-1) Assignee and their respective legal representatives, successors and assigns. 0 4. This Assignment may be executed in multiple counterparts, each of which will, � for all purposes, be deemed an original, but which together will constitute one and the same ;:0 instrument. co 0 s+ Assignment and Assumption of Lease(TAESL Lease) TO HAVE AND TO HOLD the Lease, together with any and all the rights and appurtenances thereto in any wise belonging to Assignor, unto Assignee, its legal representatives, successors, and assigns forever. EXECUTED to be effective as of the Assignment Date. Assignor: ALLIANCEAIRPORT AUTHORITY, INC., a Texas non-stock, non-profit industrial development corporation created by the City pursuant to the laws of the State of Texas By: � Cr Name: E�,95 ( � Title: Lz I 1 Assignee: Contract huthorizatioi CITY OF FORT WORTH pate a Texas home-ruled municipal corporation By: Name: E�Man (; ( us-to, Title: -L&SAlani e I I'll YIOIG L� APPROVED AS TO FORM AND LEGALITY ATTEST: ate°°/?�' , ssistant City Attorne cl$�a y Se r 8y rFXAS��* OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Assignment and Assumption of Lease(TAESL Lease) SPECIAL WARRANTY DEED DATE: To Be Effective February 6, 2015 GRANTOR: AllianceAirport Authority, Inc. GRANTOR'S MAILING ADDRESS: 1000 Throckmorton, Fort Worth, Tarrant County, Texas GRANTEE: City of Fort Worth GRANTEE'S MAILING ADDRESS: 1000 Throckmorton, Fort Worth, Tarrant County, Texas CONSIDERATION: Ten Dollars and and other good and valuable consideration. PROPERTY (including any improvements): See attached Exhibit "A", attached hereto and incorporated herein for all purposes, being the same property as conveyed to the AllianceAirport Authority, Inc., as recorded in Volume 2750, Page 0636 of the Deed Records of Denton County, Texas. RESERVATIONS FROM CONVEYANCE: For Grantor and Grantor's heirs, successors, and assigns forever, a reservation of all oil, gas, and other minerals in and under and that may be produced from the Property, however Grantor hereby waives any and all rights to conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon. If the mineral estate is subject to existing production or an existing lease, this reservation includes the production, the lease, and all benefits from it, provided that the lessee under such existing lease waives all rights conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon. The right to produce the oil, gas, hydrocarbons and any other minerals under the Property shall be exercised by conducting all such exploring, mining, drilling and producing operations on lands other than the Property. EXCEPTIONS TO CONVEYANCE AND WARRANTY: M rrnn This conveyance is expressly made by Grantor and accepted by Grantee subject to any and all restrictions, existing easements, rights-of-way and prescriptive rights, whether of record m or not; all presently recorded and validly existing instruments, covenants, conditions, zoning laws, regulations, ordinances of municipal and other governmental authorities and reservations, including, but not limited to, minerals previously reserved or conveyed, if any, cn relating to the property and to the listed exceptions on the attached Exhibit "B", but only to CR the extent that they are still in effect. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. GRANTOR: ALLIANCEAIRPORT AUTHORITY, INC. By: ��--- Name: �� S Title: A'��L-�� GRANTEE: CITY OF FORT WORTH Approved as to Form and Legality Assistant City Manager Xssistant City A rney After Recording Please send to: City Attorney c/o Leann Guzman 1000 Throckmorton Fort Worth, Texas 76102 2 THE STATE OF TEXAS § COUNTY OF TARRANT § _ BEFORE ME, the undersigned authority, on this day personally appeared suss C I'l !p known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed and on behalf of the AllianceAirport Authority, Inc., a nonstock, nonprofit industrial development corporation created by the City of Fort Worth pursuant to the laws of the State of Texas, including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 12015. �rar VICKI S.GANSKE , ' Notary Public ` * STATE OF TEXAS 'SOF My Comm.Exp.05/1612014 THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared reX( Xn& , known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant County, Texas, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this .1114 day of 2015. otary Public µY PEVONIA DANIEL a : Notary Public,State of Texas My Commission Expires July 10, 2017 3 -- - - •--- - - BUID=T 11 0ssaxiptiou of Pxoptrbr .. Page 1 of 2 loins a tract of land out of the C. Overton Sonar, Abstract Ise. 912, cwt ; the a• OCkRald S+hrvero Metract NO. 104, Lotatad co the City of Poet Earth, Deaton Coustr, TUM and Will Pare of a tract of lewd cones ed to Alliance Airliont Ltd., as rftorded in Volwe I651, Pap dig of the DW,2acords of bewton CouRtr, ?teas. and being dart of a Bract of islid tanvared to Ktlltiaat/1336, Ltd., as eseorded in toluss 2312. Pap Abp of said deet racoma. and Wag Part of s tract of lead COMM to Wilmood/13% Ltd. as recorded in 7olwe 2312, Page 671 of seed Deed records, and beteg ears psrticaisri7 described as foilorsr Consisting at the nertkerly northwest Corner of 044 Alliance AMWrt, Ltd. tract, said corner Miss on the east rtsht-of-my lies of the A.T.S.P. faiiraat (100 feet wtde)1 Thence South 24 degrees 16 atsutes 13 seconds VW. &lay anti oast lfwo, A distance of 238.70 fest to s point for a eoraer, sold eerwsr Ming the Mdsrsocttos of salt out Lisa with tbs sesa rig"lwar Lisa of groI n &Bis Parkway 4120 toot ride)= Tlhescs South 63 degraas 43 staate@ 4$ salads Past, dopartiag sand asst lase, sad along sold south Use, a distance of 12.33 toot the Pslae et esratwo of a circular curve to the left ha" 6 radius of 1110.00 testi Imace lb sterlg, coatianiy ala" MIA ant h lass, and alms said satins throegh a castrsl ar"lo of 19 detreas 39 dates Of sKoods. u are distance of 115.02 fast to sa Iran rod at far the pint of Wgisaiag= TUsses lasterll, eoettasiwg along said south Use, sad along old can theosgh s central e"le of 16 degrees X stsytss 20 saeoada, and doss bW* tmv at bow Sarah d! tegmen 22 sisstes 33 "cos" last@ as we astema of 306.34 , toot to u ions rod at for the pint of taxlesc7i T?heNCe xOrth 40 degrees Oi aitstes 47 Mcesio East. Ce"d dsN ally esld sooth line, a distaaae of 2384.34 feat to an ire rot set fro s Geowt flhasee nth 9 &WM 33 auto 13 sscaads Unto 6martlse said met0 1w, a distance of 1179.40 can to a& iron rod sat for a aarssrl Tmw* Sero jo dpraes Of sdautas 26 saconda Esato s tistswes of 1tY.13 foot to as ire* rod eat for a*Cana & said corser IM itis sssthsrip right-of-way lies of Proposed Udwer '!' estahRsins (700 fret riM), eai4 corner alae $eisg os s cireder CU w to tba right having s atlas of IM-00 i Not sad rhea back tugest basso South 34 degross 47 siwtes 47 ewmde NMI ' The&ee S-0—starlrr, slog said North Lias.'and al" said can th:o� a casual eagle of 43 d ons 19 aiautos 00 aswodst, ae are diseswce of 793 82 feat to as irea rod sat for the Point of taogewrc thsace South So dsgrsa 06 minutes 17 aecaada Nat, eaatiaaiag stay am" notch lice, a tistahce of 3300.39 foot to as iso& rod net far n Cesar, acid corner being os the rut lies of said Alli"Cle Airport. Ud. tract, raid csraer r •1 - l; VOL L Y O U POU 6 3 9 ' EXHIBIT A Deseriplfon at lroperty Paget of 2 MIlfM also Delos on the "at not-41-way of a true at lad comweW to flit City Of Fort Wore!s im m ae eM ASIUM ltryorto as r w6W is Velma$.9279, Ease 314 of tee Deed &words of Zatrut Camay, loo* wA ?elm Mt, plop 704 of the Deed locotda of besto4 Coasty ?draw 1lwoce Mrtl 9 deers*$ Sl Wd Mtea 13 maws Mast, isvaatifs "a sent Ling, elect the Come lin Mtree4 acid city o! lost Werth teaat aid nume4 airyort truce a iiatace of 1100.00 teat to as tree Cwt law[ fes a Ming !bests Wrart3 1 4" 21 4isate4 33 saAWB Meets Coacss416 elm 10" COMMON livee a dune -9 of 364.73 teat to sa iraa sed tool for it comma - t e Dices,4 Atstasee et 46 teat r ire VA fw for a waat0 ams thence [forth 13 degrees 52 minutes SS aecoads vest. a discamw of 421.17 fret j to an tree rod fovad for-a cornsr, mad Cotner beim oa .laid cession lion ' setwea said City of Fort !forth tract and mid Attiance Airport, Ltd. tract$ 'hence North 9 degrees 53 atnutes 13 seeoads Vest. *leas said co=ca Use, ; a distance of 103.14 test to an iron rad sat for a career, rid toraor 1*14 !� on Mn easterly right-of-way fins of s propaad street (60 test Adsh mese* North 24 desroes 16 minutes 13 "cash Nast. depertias asfd Come { tloe, ad alone avid aasurly Stas, a distance of NMI feet to as ares ted � r. set for the pint of Carratsre of a atresia creel to tM rcpt be" a rediae t. of 630.00 feats I i Tbeace Wfortheastarly, Coatindso slay asci UNWIy !tam, ami 41005 saW turn thro* a central anile of $3 deices 07 mdaates 34 *cries& est are dastAM of 794.71 feet to as free rot sat Ear tees��eiat d reverse Caseatar* of a rireelst ew" to the left !arias a ro"w of 4UM testa 76eece Nortbsasterly, eeatiatifag alas$ sail taat*tly its*. dad alasaid Carthrwo a Central *a11e o! M degrees 36 sinm it mamat ar ata distance d 38.35 feet to es im rod an tar s term" T4011ce North St de--we 16 aiaatee 34 $cease* M. asad"01 161106 ON osaterly Use a tistamee of lt.i! Rist to enc!!slat K lss�Waatas see Csstaiatas =.a%? stim of Taal, store or leas. 1 EXHIBIT B Exceptions to Title Page 1 of 2 1. Restrictive covenants recorded in Volume 2382, Page 232, Volume 2382, Page 225, Volume 1416, Page 369 Deed Records, Denton County, Texas, and Building Restriction recorded in Volume 2620, Page 746, Deed Records, Denton County, Texas; Volume 2628, Page 852 and Volume 2628, Page 823, Deed Records, Denton County, Texas and Volume 9671, Page 1002, Deed Records, Tarrant County, Texas. 2. Terms, provisions, restrictions and easements of Clear Zone Easement and Release from Alliance Airport, Ltd. to the City of Fort Worth dated May 24, 1988, filed May 24, 1988, recorded in Volume 2382, page 225 of the Deed Record of Denton County, Texas. 3. An undivided forty-five percent (45%) interest in the oil, gas and other minerals of every character in and under the herein described property, reserved in instrument from Faye Shofner Tally, individually and as Independent Executrix of the Estate of E.C. Tally, Deceased, Edward Curtis Tally, II and wife, Oneta Tally, Richard Shofner Tally, and Nancy June Tally Reynolds, to H.R. Perot, dated August 12, 1985, filed September 3, 1985, recorded in Volume 1711, Page 16 of the Deed Records of Denton County, Texas, Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. 4. An undivided one-half interest in and to all oil, gas and other minerals of every character in and under the herein described property, reserved in instrument from Rosen Minton and wife, Kathryn Minton to Ernest D. Fenner and Doris Fenner, dated August 4, 1950, filed August 8, 1950, recorded in Volume 363, Page 539, of the Deed Records of Denton County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. 5. A 50% non-participating royalty interest in any and all oil, gas, sand, gravel, coal and other surface and subsurface minerals of every character in and under the herein described property, reserved in instrument from Peterson Farms, Inc., a Texas corporation to Hillwood/1358, Ltd., dated January 5, 1989, filed January 5, 1989, recorded in Volume 2512, Page 450, of the Deed Records of Denton County, Texas. Title to said interest has not been investigated subsequent to the date of the aforesaid instrument. 6. A 50% non-participating royalty interest in any and all oil, gas, sand, gravel, coal and other surface and subsurface minerals of every character in and under the herein described property, reserved in instrument from Calvin B. Peterson, Mayne L. Peterson, Omal L. Peterson and Rosemarie Peterson to Hillwood/1358, Ltd., dated January 5, 1989, filed January 5, 1989, recorded in Volume 2512, Page 471, of the Deed Records of EXHIBIT B Exceptions to Title Page 1 of 2 Denton County, Texas. Title to said interest had not been investigated subsequent to the date of the aforesaid instrument. 7. Clear Zone Easement and Release dated June 21, 1989, recorded in Volume 2620, Page 738, Deed Records, Denton County, Texas. 8. Terms and provision of easements reserved in Deeds from Hillwood/1358, Ltd. and Alliance Airport, Ltd. dated August 10, 1989, recorded in Volume 2628, Page 895 and Volume 2628, Page 886, Deed Records, Denton County, Texas. 9. Terms and condition of Declaration of Covenants, Restrictions and Easements recorded in Volume 2628, Page 823, Deed Records, Denton County, Texas. 10. Terms and conditions of Ordinance No. 10113 by the City of Fort Worth, dated May 17, 1988, said Ordinance attached to Grant of Access Right filed May 24, 1988, recorded in Volume 2382, Page 251 of the Deed Records of Dallas County, Texas. 11. Terms and provisions of Declaration of Covenants and Restrictions recorded in Volume 2628, Page 852, Deed Records, Denton County, Texas. **** Electronically Filed Document **** Denton County Juli Luke County Clerk Document Number: 2015-12544 Recorded As : ERX-WARRANTY DEED Recorded On: February 06, 2015 Recorded At: 12:31 :27 pm Number of Pages: 8 Recording Fee: $54.00 Parties: Direct- ALLIANCE AIPORT AUTHORITY INC Indirect- Receipt Number: 1250601 Processed By: Terri Bair wwwwwwwwwwww THIS PAGE IS PART of THE INSTRUMENT `www`**wwwww Any provision herein which restricts the Sale,Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. THE STATE OF TEXAS) `.Qv1COUNTY OF DENTON, �•f^ 1 bexby eertily dN this wtr—t wee FILED 6 Mc Filc N�ber.cq—rn c m the detehis. prird.d 6m..,—d w—ddy RECORDED in th.Offi.W R...r6.l D..tm C—ty,Tax— � Juli Luke *� C.—ty a.A Page 1 of 7 D215025765 2/612015 12:25 PM PGS 7 Fee: $40.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Oficial Public Records Mary Louise Garcia SPECIAL WARRANTY DEED DATE: To Be Effective February 6, 2015 GRANTOR: AllianceAirport Authority, Inc. GRANTOR'S MAILING ADDRESS: 1000 Throckmorton, Fort Worth, Tarrant County, Texas GRANTEE: City of Fort Worth GRANTEE'S MAILING ADDRESS: 1000 Throckmorton, Fort'Worth, Tarrant County, Texas CONSIDERATION: Ten Dollars and and other good and valuable consideration. PROPERTY(including any improvements): See attached Exhibit "A", attached hereto and incorporated herein for all purposes, being the same property as conveyed to the A1lianceAirport Authority, Inc., as recorded in Volume 2750, Page 0636 of the Deed Records of Denton County, Texas. RESERVATIONS FROM CONVEYANCE: For Grantor and Grantor's heirs, successors, and assigns forever, a reservation of all oil, gas, and other minerals in and under and that may be produced from the Property, however Grantor hereby waives any and all rights to conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon. If the mineral estate is subject to existing production or an existing lease, this reservation includes the production, the lease, and all benefits from it, provided that the lessee under such existing lease waives all rights conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon. The right to produce the oil, gas, hydrocarbons and any other minerals under the Property shall be exercised by conducting all such exploring, mining, drilling and producing operations on lands other than the Property. EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is expressly made by Grantor and accepted by Grantee subject to any and all restrictions, existing easements, rights-of-way and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, covenants, conditions, zoning laws, regulations, ordinances of municipal and other governmental authorities and reservations, including, but not limited to,minerals previously reserved or conveyed, if any, relating to the property and to the listed exceptions on the attached Exhibit "B", but only to the extent that they are still in effect. ESCROW AGREEMENT This Escrow Agreement ("Agreement") is made by and between the AllianceAirport Authority, Inc. (the "Authority") and City of Fort Worth ("City", and together with the Authority, collectively, the "Depositors"), and Rattikin & Rattikin, LLP, a Texas limited liability partnership ("Escrow Agent"). WHEREAS, Authority is an industrial development corporation created in 1989 to benefit the City and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended, and WHEREAS, pursuant to the Authority's lawful authority and in accordance with the Authority's stated purpose, as reflected in its Articles of Incorporation, the Authority owns the American Airlines, Inc. ("American") maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility"); and WHEREAS, American has leased the Maintenance Facility and surrounding land and improvements (collectively, the "Facility PropertX") from the Authority under that certain real property Lease Agreement between the Authority and American dated as of March 1, 1990 (the "Facility Lease"); and WHEREAS, Texas Aero Engine Services, L.L.C., a Delaware limited liability company ("TAESL") has been a sublessee of American under the Facility Lease for a portion of the Maintenance Facility; and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (In re AMR Corporation, et al., Case No. 11-15643) (the "AMR Bankruptcy"); and WHEREAS, as part of the resolution of the AMR Bankruptcy, on July 2, 2014 the Authority, the City and American entered into that certain Agreement on Rejection and Related Matters under which American, with the Authority's and the City's consent, rn will reject the Facility Lease effective as of February 5, 2015 at 11:59 p.m. (the m "Effective Rejection Date"); and 0 a WHEREAS, upon the rejection of the Facility Lease, the Authority shall enter into certain agreements in order to provide a smooth transition in operational control of GO the Facility Property from American to the Authority; and N O r Page 1 of 11 WHEREAS, the Authority and the Escrow Agent are parties to a separate escrow agreement related to the receipt and recording of certain agreements and deposits ("TAESL Escrow Agreement"), a copy of which is attached hereto and made apart hereof for all purposes as Exhibit "A"; and WHEREAS, the Facility Property is subject to that certain Declaration of Covenants and Restrictions dated August 10th, 1989 and recorded in Volume 2628, Page 852, Deed Records, Denton County, Texas ("Original Declaration") which runs in favor of ADL Development, L.P. (f/k/a Hillwood/2470 Ltd., f/k/a Alliance Airport, Ltd.), a Texas limited partnership; Hillwood/1358 Ltd., a Texas limited partnership; and Authority; and WHEREAS, the Original Declaration must be amended to facilitate the use of the Facility Property following the Effective Rejection Date, and such amendment shall be recorded pursuant to the TAESL Escrow Agreement; and WHEREAS, following the rejection of the Facility Lease and the fulfillment of all requirements in the TAESL Escrow Agreement, the Authority desires to convey the Facility Property to the City, and assign all related agreements to the City; and WHEREAS the Depositors desire to deposit with Escrow Agent the documents necessary to effect the conveyance and the assignments of all related agreements. NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein, it is agreed by all the parties hereto as follows: Agreement 1. (a) Authority and City shall each deposit executed counterparts with Escrow Agent the following documents by no later than February 5, 2015 (the "Documents"): (a) Special Warranty Deed with Authority as grantor and City as grantee ("Deed"); (b) Assignment of Facilities Lease Agreement with "TAESL; (c) Assignment of Memorandum of Understanding Regarding Proposal for GDC Technics, Ltd. for the lease of the hangar on the Facility Property; (d) Assignment of Service Contracts, which shall include the assignment of the following agreements: (i) Fuel Farm Management Agreement with AT Fuel Services, LLC; (ii) Property Management Agreement with AFWM Services, LLC , a Texas limited liability company; and (iii) Exclusive Leasing Agreement with Hillwood Realty Services, LLC, a Texas limited liability company; and (e) Subrodination Agreement with Compass Bank as Secured Party, TAESL as Tenant, and City as Landlord. Page 2 of 11 All of the Documents shall have an effective date of February 6, 2015. (b) Authority shall deposit One Million and no/100 Dollars ($1,000,000.00) with the Escrow Agent by no later than February 5, 2015 (the "Deposit") said Deposit to be deposited into an escrow account by Escrow Agent, to be held in accordance with the terms of this Agreement until Escrow Agent has received written notification as set forth in Section 4. 2. Escrow Agent shall see that all of the Documents are properly dated and duly executed (including initials, where provided for) and that all required exhibits/schedules to the Documents, including correct legal descriptions, have been attached, are properly labeled and properly describe the real and/or personal property intended to be conveyed, secured or encumbered thereby. Escrow Agent shall confirm receipt in writing to Depositors of each of the fully executed Documents. The Documents are to be held in accordance with the terms of this Agreement. 3. Escrow Agent shall notify Depositors of the fulfillment of all requirements in the TAESL Escrow Agreement, all of which shall be conditions precedent to the release of the Documents and recording of the Deed hereunder. Escrow Agent shall also notify Depositors of the receipt of all of the fully executed Documents and the Deposit (the Documents and Deposit are collectively referred to herein as the "Escrow Property"). 4. Upon written notice by a representative of each of the Depositors directing Escrow Agent to do so, Escrow Agent shall immediately or as soon as practicable (i) record the Deed in the Real Property Records of Denton County and the Real Property Records of Tarrant County; (ii) deliver the entire Deposit to the City, and (iii) distribute fully executed originals of the remaining Documents to the Depositors, provided that in no event shall the Deed be recorded prior to the amendment of the Original Declaration, as required in the TAESL Escrow Agreement. Escrow Agent shall return evidence of recording or filing, as applicable of the Deed to Depositors immediately after recording. After filing or recording, Escrow Agent shall send the original recorded or filed documents to the appropriate counsel, with copies to each of the other counsel. 5. If Escrow Agent receives from either the Authority or City (the "Noticing Party") a written notice not to proceed with the recording and release of Escrow Property, and to terminate this Agreement, Escrow Agent shall send (by reputable overnight courier or by certified mail, return receipt requested and by email) a copy of such request to the other party (the "Non-Noticing Party"). The Non-Noticing Party shall have the right to object to the termination of this Agreement as evidenced by a written notice of objection delivered to and received by Escrow Agent within ten (10) days after the date of Escrow Agent's mailing of such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a written notice of objection from the Non- Noticing Party, Escrow Agent shall deliver the Escrow Property to the Noticing Party in accordance with the instructions of the Noticing Party. If Escrow Agent shall have received a written notice of objection from the Non-Noticing Party within the time herein prescribed, Escrow Agent shall refuse to comply with any requests or demands to release the Escrow Property and shall continue to hold the Escrow Property until Escrow Agent Page 3of11 prescribed, Escrow Agent shall refuse to comply with any requests or demands to release the Escrow Property and shall continue to hold the Escrow Property until Escrow Agent receives either (i) a written notice signed by both Depositors stating who is entitled to the Documents or (ii) a final order of a court of competent jurisdiction directing release of the Escrow Property in a specific manner, in either of which events Escrow Agent shall then release the Escrow Property, in accordance with such notice or order. Escrow Agent shall not be nor become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above. 6. The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement between the Depositors or to which any Depositor is a party, even though reference thereto may be made herein, nor to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any individual Depositor or any entity acting on its behalf. The Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Notwithstanding the above, Escrow Agent and Authority are parties to the TAESL Escrow Agreement, and Escrow Agent acknowledges its obligations thereunder and that Escrow Agent is subject to the terms thereof. 7. This Agreement is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give, either express or implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever. 8. If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Property (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Property), the Escrow Agent shall immediately provide notice of same to each of the Depositors. Thereafter, the Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate, unless one or more of the Depositors notifies the Escrow Agent in writing of its (their) intent to appeal such order,judgment, decree, writ or other form of process and thereafter timely perfects that appeal. Pending any such appeal, the Escrow Agent shall take no action directed by the order, judgment, decree, writ or other process under appeal unless approved in writing by all of the Depositors. If the Escrow Agent complies with any final judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity. 9. (a) The Escrow Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance Page 4 of 11 of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall the Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from all of the Depositors or any entity acting on behalf of all of the Depositors, or (ii) for any consequential, punitive or special damages. (b) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). 10. Escrow Agent shall have the right, at any time after a dispute between Authority and City has arisen, to deposit the Escrow Property into any court of competent jurisdiction for payment to the appropriate party, at which point Escrow Agent's obligation under this Agreement shall terminate. 11. The Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. 12. Escrow Agent shall not be required to take or be bound by notice of any default of any person, or to take any action with respect to such default involving any expense or liability, unless notice in writing is given to an officer of Escrow Agent of such default and unless it is indemnified in a manner satisfactory to it against any such expense or liability. 13. Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct, and Escrow Agent shall have no duties to anyone except those signing these instructions. 14. Escrow Agent may consult with legal counsel in the event of any dispute or questions as to the construction of the foregoing instructions, or Escrow Agent's duties hereunder, and Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. 15. Escrow Agent assumes no liability and the parties hereto consent and agree that Escrow Agent shall have no liability for any defalcation, insolvency, receivership or conservatorship of the depository institution. Page 5 of 11 16. Nor shall Escrow Agent have any liability due to any of the parties other than Escrow Agent filing for bankruptcy or the consequences or effect of such a bankruptcy on the funds and/or documents deposited hereunder. 17. For its ordinary services hereunder, Escrow Agent shall be entitled to a fee of$750.00. 18. In the event that Escrow Agent performs any service not specifically provided hereinabove, or that there is any assignment or attachment of any interest in the subject matter of this escrow or any modification thereof, or that any controversy arises hereunder, or that Escrow Agent is made a party to, or intervenes in, any litigation pertaining to this escrow or the subject matter hereof, Escrow Agent shall be reasonably compensated therefor and reimbursed for all reasonable costs and expenses occasioned thereby; and to the extent allowed by law the parties hereto agree jointly and severally to pay the same and to indemnify Escrow Agent against any loss, liability, or expense incurred in any act or thing done by it hereunder, it being understood and agreed that Escrow Agent may interplead the subject matter of this escrow into any court of competent jurisdiction in Tarrant County, Texas, and the act of such interpleader shall immediately relieve Escrow Agent of its duties, liabilities, and responsibilities hereunder. 19. Notices, instructions or other communications shall be in writing and shall be given to the addresses set forth in this section (or to such other address as may be substituted by written notification to the Escrow Agent or the Depositors). The Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by the Depositors or by a person or persons authorized by the Depositors. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which the Escrow Agent is open for business. AUTHORITY: AllianceAirport Authority, Inc. c/o Jesus Chapa 1000 Throckmorton Fort Worth, Texas 76102 Phone: 817-392-5804 Email: Jesus.Chapa@fortworthtexas.gov With a copy to: City Attorney City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Phone: 817-392-8973 Page 6 of 11 Email: Peter.Vaky@fortworthtexas.gov CITY: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Phone: 817-392-5804 Email: Jesus.Chapa@fortworthtexas.gov With a copy to: City Attorney City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Phone: 817-392-8973 Email: Leann.Guzman@fortworthtexas.gov ESCROW AGENT: Jeff Rattikin Rattikin & Rattikin, LLP 4936 Collinwood Ave., Suite 200 Fort Worth, TX 76107 Phone: 817-769-7980 Email: Rattikin@rattikinlaw.com 20. (a) The Depositors may remove the Escrow Agent at any time by giving to the Escrow Agent ten (10) calendar days' prior notice in writing signed by all the Depositors. The Escrow Agent may resign at any time by giving to the Depositors ten (10) calendar days' prior written notice thereof. (b) Within ten (10) calendar days after giving the foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agent, all the Depositors shall jointly agree on and appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such 10-day period, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Depositors, at the address provided herein, or may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. To the extent allowed by law, the costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by, and be deemed a joint and several obligation of, the Depositors. Page 7of11 (c) Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all required fees, costs and expenses or other obligations are paid. (d) Upon delivery of the Escrow Property to the successor Escrow Agent, the Escrow Agent shall have no further duties, responsibilities or obligations hereunder. 21. In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the Escrow Property, unless the Escrow Agent receives written instructions, signed by all the Depositors, which eliminates such ambiguity or uncertainty. 22. This Agreement shall be interpreted, construed, enforced and administered in accordance with the internal substantive laws of the State of Texas. Each of the parties to this Agreement hereby submits to the personal jurisdiction of, and each agrees that all proceedings relating hereto shall be brought in, the courts located within Tarrant County, Texas. 23. Except as otherwise permitted herein, this Agreement may be modified only by a written amendment signed by all the parties hereto, and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party to be charged. 24. The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not preclude the subsequent exercise of such right or remedy. 25. Each of the Depositors hereby represents and warrants (a) that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation and (b) that the execution, delivery and performance of this Agreement by each of the Depositors does not and will not violate any applicable law or regulation. 26. The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be enforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect. 27. This Agreement shall terminate upon the distribution of all the Escrow Property. The provisions of this Agreement shall survive termination of this Agreement and/or the resignation or removal of the Escrow Agent. Page 8 of 11 28. This Agreement may be executed by each of the parties hereto in any number of counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all such counterparts shall together constitute one and the same agreement. 29. The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and having only possession thereof. The Depositors shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrowed Property incurred in connection herewith and to the extent allowed by law shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. The parties hereto will provide the Escrow Agent with appropriate W-9 forms for tax I.D., number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of funds which are a part of the Escrowed Property and is not responsible for any other reporting. Effective as of the date set forth below by Escrow Agent. ALLIANCEAIRPORT AUTHORITY a nonstock, nonprofit industrial development corporation created by the City pursuant to the laws of the State of Texas, including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended By: Name: I— Title: ��^�ec'�('- CITY OF FORT WORTH a Texas home-ruled municipal corporation By: Name: Title: Page 9of11 ESCROW AGENT Rattikin & Rattikin, LLP By: 1/4 Y*� Name: Title: Date: Page 10 of 11 EXHIBIT "A" TAESL ESCROW AGREEMENT Page 11 of 11 ESCROW AGREEMENT This Escrow Agreement ("Agreement") is made by and between the AllianceAirport Authority, Inc. (the "Authority") and Texas Aero Engine Services, L.L.C., a Delaware limited liability company ("TAESL"), and together with the Authority, collectively, the "Depositors"), and Rattikin & Rattikin, LLP, a Texas limited liability partnership ("Escrow Agent"). WHEREAS, Authority is an industrial development corporation created in 1989 to benefit the City of Fort Worth ("City") and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, pursuant to the Authority's lawful authority and in accordance with Authority's stated purpose, as reflected in its Articles of Incorporation, Authority owns the American Airlines, Inc. ("American") maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility"); and WHEREAS, American has leased the Maintenance Facility and surrounding land and improvements (collectively, the "Facility Property") from the Authority under that certain real property Lease Agreement between the Authority and American dated as of March 1, 1990 (the "Facility Lease"); and WHEREAS, TAESL has been a sublessee of American under the Facility Lease for a portion of the Maintenance Facility; and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (In re AMR Corporation, et al., Case No. 11-15643) (the "AMR Bankruptcy"); and WHEREAS, as part of the resolution of the AMR Bankruptcy, on July 2, 2014 the Authority, the City and American entered into that certain Agreement on Rejection and Related Matters under which American, with the Authority's and the City's consent, will reject the Facility Lease effective as of February 5, 2015 at 11:59 p.m. (the "Effective Rejection Date"); and WHEREAS, upon the rejection of the Facility Lease, the Authority shall enter into certain agreements in order to provide a smooth transition in operational control of the Facility Property from American to the Authority; and Page 1 of 12 AUS-6055584-1 WHEREAS, as part of the transition of operational control from American to the Authority, the Authority is entering into a direct Facilities Lease Agreement with TAESL for a portion of the Maintenance Facility (the "TAESL Lease"), among other agreements with TAESL; and WHEREAS, the Facility Property is subject to that certain Declaration of Covenants and Restrictions dated August 10, 1989 and recorded in Volume 2628, Page 852, Deed Records, Denton County, Texas ("Original Declaration") which runs in favor of ADL Development, L.P. (f/k/a Hillwood/2470 Ltd., f/k/a Alliance Airport, Ltd.), a Texas limited partnership; Hillwood/1358 Ltd., a Texas limited partnership; and Authority; and WHEREAS, the Original Declaration must be amended to facilitate the use of the Facility Property following the Effective Rejection Date; and WHEREAS, the Depositors desire to deposit with Escrow Agent the documents related to the amendment of the Original Declaration, the agreements with TAESL, and the Equipment Purchase Price, as hereinafter defined. NOW, THEREFORE, for and in consideration of the mutual covenants set forth herein, it is agreed by all the parties hereto as follows: Agreement 1. (a) Authority shall deposit with Escrow Agent the following documents ("Documents") by no later than February 54, 2015: (i) Amended and Restated Declaration of Covenants and Restrictions; (ii) TAESL Lease; (iii) Equipment Purchase Agreement between Authority and TAESL for the purchase by TAESL from Authority of the TAESL Equipment, as defined in the Equipment Purchase Agreement, for the purchase price of $1,500,000.00 ("Equipment Purchase Price"); (iv) Bill of Sale pursuant to the Equipment Purchase Agreement; (v) Landlord Subordination Agreement; and (vi) Binders of Insurance. (b) TAESL shall deposit with Escrow Agent executed counterparts of the following Documents by no later than February 5, 2015: (i) TAESL Lease; (ii) Equipment Purchase Agreement; and (iii) Landlord Subordination Agreement. Page 2of12 AUS-6055584-1 The Documents and the Deposit, as hereinafter defined, shall be held in accordance with the terms of this Agreement until Escrow Agent has received written notification as set forth in Section 3. (c) TAESL shall deposit with Escrow Agent the (i) Equipment Purchase Price; (ii) first month's Base Rent in the amount of$203,500.00; and (iii) first month's Additional Rent in the amount of $10,000.00 (collectively, "Deposit") by no later than Wednesday, February 5, 2015, said Deposit to be deposited into an escrow account by Escrow Agent, to be held in accordance with the terms of this Agreement until Escrow ` Agent has received written notification as set forth in Section 3. 2. Escrow Agent shall see that all of the Documents are properly dated and duly executed (including initials, where provided for) and that all required exhibits/schedules to the Documents, including correct legal descriptions, have been attached, are properly labeled and properly describe the real and/or personal property intended to be conveyed, secured or encumbered thereby. Escrow Agent shall confirm receipt in writing to Depositors of each of the fully executed Documents and of the Deposit (the Documents and Deposit are collectively referred to herein as the "Escrow Pro e "). Upon receipt by Escrow Agent of all fully executed Documents and the Deposit, Escrow Agent shall notify Depositors and confirm receipt of such notice. 3. upon written notice from a representative of each of the Depositors directing Escrow Agent to do so, Escrow Agent shall immediately or as soon as practicable, in the following order, (i) record in the Real Property Records of Denton County and the Real Property Records of Tarrant County the Amended and Restated Declaration of Covenants and Restrictions, (ii) deliver the entire Deposit to the Authority, and (iii) distribute the remaining Documents to the Depositors. Escrow Agent shall return evidence of recording or filing, as applicable of the the Amended and Restated Delcaration of Covenants and Restrictions to Depositors immediately after recording. After filing or recording, Escrow Agent shall send the original recorded or filed documents to the appropriate counsel,with copies to each of the other counsel. 4. If Escrow Agent receives from either of the Depositors (the "Noticing Party") a written notice not to proceed with the obligations of Escrow Agent in Section 3, Escrow Agent shall send (by reputable overnight courier or by certified mail, return receipt requested and by email) a copy of such request to the other party (the "Non- Noticing Party"). The Non-Noticing Party shall have the right to object to the termination of this Agreement as evidenced by a written notice of objection delivered to and received by Escrow Agent within ten (10) days after the date of Escrow Agent's mailing of such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a written notice of objection from the Non-Noticing Party, Escrow Agent shall deliver the Escrow Property to the Noticing Party in accordance with the instructions of the Noticing Party. If Escrow Agent shall have received a written notice of objection from the Non-Noticing Party within the time herein prescribed, Escrow Agent shall continue to hold the Escrow Property until Escrow Agent receives either (i) a written notice signed by both Depositors stating who is entitled to the Escrow Property or (ii) a final order of a court of competent jurisdiction directing release of the Escrow Page 3 of 12 AUS-6055584-1 Property in a specific manner, in either of which events Escrow Agent shall then release the Escrow Property, in accordance with such notice or order. Escrow Agent shall not be nor become liable in any way or'to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in clause (i) or(ii) above. 6. The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement between the Depositors or to which any Depositor is a party, even though reference thereto may be made herein, nor to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any individual Depositor or any entity acting on its behalf. The Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. Notwithstanding the above, Escrow Agent and Authority are parties to a separate escrow agreement related to the transfer of the Facility Property to the City, and Escrow Agent acknowledges its obligations thereunder and that Escrow Agent is subject to the terms thereof. 5. This Agreement is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give, either express or implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever. 6. If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Property (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Property), the Escrow Agent shall immediately provide notice of same to each of the Depositors. Thereafter, the Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate, unless one or more of the Depositors notifies the Escrow Agent in writing of its (their) intent to appeal such order,judgment, decree, writ or other form of process and thereafter timely perfects that appeal. Pending any such appeal, the Escrow Agent shall take no action directed by the order,judgment, decree, writ or other process under appeal unless approved in writing by all of the Depositors. If the Escrow Agent complies with any final judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity. 7. (a) The Escrow Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall the Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from all of the Page 4of12 AUS-6055584-1 Depositors or any entity .acting on behalf of all of the Depositors, (ii) for any consequential, punitive or special damages, or (iii) for an amount in excess of the value of the Escrow Property, valued as of the date of deposit. (b) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). 8. Escrow Agent shall have the right, at any time after a dispute between Authority and TAESL has arisen, to deposit the Escrow Property to any court of competent jurisdiction for payment to the appropriate party, at which point Escrow Agent's obligation under this Agreement shall terminate. 9. The Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. 10. Escrow Agent shall not be required to take or be bound by notice of any default of any person, or to take any action with respect to such default involving any expense or liability, unless notice in writing is given to an officer of Escrow Agent of such default and unless it is indemnified in a manner satisfactory to it against any such expense or liability. 11. Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct, and Escrow Agent shall have no duties to anyone except those signing these instructions. 12. Escrow Agent may consult with legal counsel in the event of any dispute or questions as to the construction of the foregoing instructions, or Escrow Agent's duties hereunder, and Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. 13. Escrow Agent assumes no liability and the parties hereto consent and agree that Escrow Agent shall have no liability for any defalcation, insolvency, receivership or conservatorship of the depository institution. 14. Nor shall Escrow Agent have any liability due to any of the parties other than Escrow Agent filing for bankruptcy or the consequences or effect of such a bankruptcy on the funds and/or documents deposited hereunder. Page 5 of 12 AUS-6055584-1 TAESL: Texas Aero Engine Services, L.L.-C. 2180 Eagle Parkway, MD 8353 Fort Worth, Texas 76177 Attention: Vice-President, Finance Telephone: (817) 224-0211 Facsimile: (817) 224-0067 Email: lance.linguist@taesl.com with a copy to: Husch Blackwell, LLP 901 St. Louis, Suite 1800 Springfield, MO 65806 Attention: David C. Agee Telephone: 417-268-4066 Facsimile: 417-268-4040 Email: david.agee@huschblackwell.com ESCROW AGENT: Jeff Rattikin Rattikin&Rattikin,LLP 4936 Collinwood Ave., Suite 200 Fort Worth, Texas 76107 18. (a) The Depositors may remove the Escrow Agent at any time by giving to the Escrow Agent ten (10) calendar days' prior notice in writing signed by all the Depositors. The Escrow Agent may resign at any time by giving to the Depositors ten (10) calendar days' prior written notice thereof. (b) Within ten (10) calendar days after giving the foregoing notice of removal to the Escrow Agent or receiving the foregoing notice of resignation from the Escrow Agent, all the Depositors shall jointly agree on and appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such 10-day period, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Depositors, with the Deposit delivered by check made payable to all of them jointly, at the address provided herein, or may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by, and be deemed a joint and several obligation of, the Depositors. (c) Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all required fees, costs and expenses or other obligations are paid. Page 7 of 12 AUS-6055584-1 (d) Upon delivery of the Documents to the successor Escrow Agent, the Escrow Agent shall have no further duties,-responsibilities or obligations hereunder. 19. In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the Escrow Property, unless the Escrow Agent receives written instructions, signed by all the Depositors, which eliminates such ambiguity or uncertainty. 20. This Agreement shall be interpreted, construed, enforced and administered in accordance with the internal substantive laws of the State of Texas. Each of the parties to this Agreement hereby submits to the personal jurisdiction of, and each agrees that all proceedings relating hereto shall be brought in, the courts located within Tarrant County, Texas. 21. Except as otherwise permitted herein, this Agreement may be modified only by a written amendment signed by all the parties hereto, and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party to be charged. 22. The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not preclude the subsequent exercise of such right or remedy. 23. Each of the Depositors hereby represents and warrants (a) that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation and (b) that the execution, delivery and performance of this Agreement by each of the Depositors does not and will not violate any applicable law or regulation. 24. The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be enforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect. 25. This Agreement shall terminate upon the distribution of all the Escrow Property. The provisions of this Agreement shall survive termination of this Agreement and/or the resignation or removal of the Escrow Agent. 26. This Agreement may be executed by each of the parties hereto in any number of counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all such counterparts shall together constitute one and the same agreement. Page 8 of 12 AUS-6055584-1 27. The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and having only possession thereof. The Depositors shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrowed Property incurred in connection herewith and to the extent allowed by law shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate W-9 forms for tax I.D., number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of funds which are a part of the Escrowed Property and is not responsible for any other reporting. Effective as of the date set forth below by Escrow Agent. Page 9 of 12 AUS-6055584-1 ALLIANCEAIRPORT AUTHORITY a nonstock, nonprofit industrial development corporation created 1 y the City pursuant to the laws of the State of Texas, including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended By: v Name: Title: j Page 10 of 12 AUS-6055584-1 SIGNATURE PAGE TO ESCROW AGREEMENT TEXAS AERO ENGINE SERVICES,L.L.C. a Delaware limited liability company By: Name: Title: tM6,AP.Mc aM By: Name: j Title: ESCROW AGENT By: � � Name: Title: .�,�_ Date: Page 12 of 12 AUS-6055584-1 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 1/27/2015 DATE: Tuesday, January 27, 2015 REFERENCE NO.: **L-15748 LOG NAME: 17AAAPROPE RTYTRANSFER SUBJECT: Authorize Acceptance of the Transfer of Ownership of the Alliance Fort Worth Maintenance Facility at 2000 Eagle Parkway, Formerly Known as the American Airlines Maintenance Facility and the Assignment of All Property-Related Contracts and Leases from AllianceAirport Authority, Inc. (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the acceptance of the transfer of ownership of the Alliance Fort Worth Maintenance Facility at 2000 Eagle Parkway, formerly known as the American Airlines Maintenance Facility, from AllianceAirport Authority, Inc.; and 2. Accept the assignment of all property-related contracts for the operation, maintenance and management of the facility and any leases from AllianceAirport Authority, Inc., for the Alliance Fort Worth Maintenance Facility. DISCUSSION: AllianceAirport Authority, Inc. (Authority), is the owner of the Alliance Fort Worth Maintenance Facility, formerly known as the American Airlines Maintenance Facility, located at 2000 Eagle Parkway near Alliance Airport (Maintenance Facility). The Authority had leased the Maintenance Facility to American Airlines (American) under a Real Property Lease Agreement since March 1, 1990. As part of the resolution of the bankruptcy of American, the Authority, the City and American agreed that American would reject the lease, which rejection is anticipated to be on or about January 31, 2015. Upon rejection of the American lease, the Maintenance Facility property will be unencumbered. Following the rejection and termination of the lease, it is recommended that the City accept the transfer of the ownership of the Maintenance Facility and all associated property from the Authority, along with the assignment by the Authority of all property-related contracts, including but not limited to utility contracts, a Property Management Agreement with Hillwood Alliance Services, LLC, an exclusive Leasing Agreement with Hillwood Realty Services, LLC, and a Lease Agreement with Texas Aero Engine Services, L.L.C. On January 27, 2015, the Authority's board of directors will consider conveying the property to the City of Fort Worth upon termination of the lease. Staff recommends accepting ownership of the American Airlines Maintenance Facility and assignment of all property-related contracts for the property and Maintenance Facility. The property is located in COUNCIL DISTRICT 7, Mapsco 7U. Logname: 17AAAPROPERTYTRANSFER Page 1 of 2 The Financial Management Services Director certifies that this action will have no material effect on City funds. FUND CENTERS: TO Fund/Account/C enters FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Jay Chapa (5804) Cynthia Garcia (8187) Additional Information Contact: Bette Chapman (6125) ATTACHMENTS 1. American Airlines Maintenance Facility.pdf (Public) Logname: 17AAAPROPERTYTRANSFER Page 2 of 2