The URL can be used to link to this page

Home My WebLink AboutContract 27587CtTY ��CREi�RY CON�'�ACT' RRO . .� �J �% I,AI�DLURD'S WAIVER AND CO�ISENT Ta: Wells Fargo Bank Texas, Nationai Association 1�45 Ross Avenue Dallas, Texas 75202 RE: Lease (°Lease"), dated January 27, 1983, between the City of Fort Worth ("Landlord'), and Burnett Aviation Co., Inc. ("L�ssee "), coverin� premises located at Fort Worth � Meacham International Airport Hangar 40-5 and 43-5 (the "Premises"j. Sublease ("Subiease"), dated February C>, 1998, between Lessee and Williamson-Dickie Manufacturing Company {tb.e "Comnanv"), covering the Premises. � Lessee is the lessee u.nder the above-referenced Lease, a true and cornplete copy of which is attached hereta as Exhibit A, and rr�ade a part hereof by this reference. The Landlord is the sole owner of the Premises. The Company is the sublessee under the Sublease and has certain of its assets located an fhe Premises. The Company has incurred obligations �c�+ith respect to creclit agreements and other flnancing arrangements betwe�n the Company and Wells Fargo Bank Texas, National Association, as adminastrative agent {the "Administraiive A.�ent") for the lenders ("Lenders") party to that certain Credit Agreement datad as af October 31, 2001 {the "Credit A�reement"), and, as a condition to the Lenders' loans and other financial accornmodations to the Company, the Administz'ative A�ent requires, among other things, first Iiens on substantially all of the Company's properry, and on substantially a11 0£ the property of certain of tlie Company's subsidiaries and affiliates, an the Premises (ather than those impravements and fixtures of a permanent nature which are consfruc�ed and/or installed by Company, that are the property of Landlord as pravided by the Lease, excl�ding however trade fixtures, machinery and equipment made or installed by the Comgany (colleciively, the "Collateral"). For purposes hereof, Landlord is not a subsidiary or an affiliate of the Company. For other gaod and avaiiable consideration, the La.ndlord hereby: {i) agrees and warrar�ts that Exhibit A attached her�ta is a true and complete copy of the Lease as in effect ori the ciate hereof, that the Lease is in full farce and effect and, to the Landlard's knowledge, the Lessea is not currently in default thereundsr; (ii) agrees that it wil� not consent to any future assignments of the Sublease by the Company withau# first receiving the Adrriitustrative Ageni's written consent thereto (any consent by the undersigned to any such modification, amendment or assignment of the Sublease, wifihout the Administrative Agent's consent first bein� obtained, shall be void); (iii) agrees that it will not assert against any o� the Collateral, any statutory, constitutional, contractual; possessory ar other liens until repayment of all amounts owing to the Lenders and the termination of the Credit Ag�'eement (provided, however, that notwithstandin� _ � � �� 4aU U ��'��C�� j � ��.��I�r ��: anything to the contrary in the Credit Agreement or herein the Administrafive Agent understands and agrees that certain improvements and fixtures of a pertnanent nature on the Premises, which are construcied and/or installed by the Company, currently are and will remain the property of Landlard, as provided by the Lease, and that nothing provided herein shall waive or be deemed to be a waiver of any rights the Landlord (or its mortgagee) may have to make a claim against tha Lessee far amaunts due and awing by the Lessee to the Landlord); (iv) agrees that none of th� Callateral lacated on the Premis�s sha�l be deamed t� be perinan�nt .�xtures (provided that notwithstanding anything to the conirary in th� Credit Agireement or h�rein the Administrative Agent understands and agrees that ce:rtain improvements and fixtures of a permanent nature on the Premises, which are constructed andlor installed by the Company, cwrrently are and will remain the property of Landlard, as pravided by the Lease, and that nothing in this paragraph (iv) shall be d�emed to modify ariy provisions of #he Lease addressing the ownership of improvEments andlor equipment at the Premises); (v) agrees that it will notify the Administrative Agent if the I.essee d�faults on its lease obligationis to the undersigned and allow the Administrative Agent to cwe ar cause th� Lessee ta cure any such defaults within the cure period, provided the Administrative Agent shall have no obligation to cure or caus� such default to be cured; (vi) agrees that if, for any reason whatsae�er, the Landlord either deems its�If �ntitled to redeem ar ta take possession of the Premises during the term o£ the Lease or intends ta otherwise transfer all or any part of its interest in the Premises, the undersigned will natify the Adrninistrative Agent thirty (30) days before taking such action; (vii) agrees that if the Carnpany da£aults on its obligations to the Administrative Agent and Lenders, and as a result, the Admi�istrative Agent undertakes to enforce its security interest in the Collateral, the Landlord will cooperate with the Administrati�ve Agen� in its efforts to assemble andlor remave the Callateral located on the Premises provided that the Administrative Agent repairs any damages to the Premises caused �y such rernoval, will permit the Administrative Agent to remain on the Premises far a reasonable amount of time sa lang as ihe Administrative Agent pays rental paymen.ts due unde:r the Lease, but only far the period of time the Administrative Agent uses the Premises in order to remave Callateral, ax�d will not hinder the Administrative Agent's actions in enforcing its liens on the Collateral, it being agreed that use or accupancy of the Premises by the Administrative Agent as set forth herein shall nat constitute an assumption by ihe Administrative Agent of th� Lease ather than ta pay rental payments for the period o£ti�ne the Administraiive Agent uses the Premiscs in order to remove Collateral; and any nvtice(s) required or desired to be given thereunder shall be d�rected to the party to be notified at the address set fo�rth below: Landlord: City of Fort Warth Law Department 100Q Throckmarton Street Fort Worth, Texas 76102 Attn: Peter Vaky Company: Williamson-Dickie Manufacturing Campany P. O, Box 1779 Fort Worth, Texas 76102 Attn: Jeff Li�tie Adminisfrati�e Agent: Wells Fargo Bank Texas, a National Association 505 Main Sfireet, Suite 300 Fort Worth, Texas 761 Q2 Attn: Steve Meltan The agreements contained herein sha11 continue in force until {i) all of the Company's obligations or liabilities to the Administrative Agent and the Lenders are paid and satisfied in fu11, or (ii) the Credit Agreement has been terminat�d. The Lan.dlord will notify all successor owners, transferees, purchasers and mortgagees af t.�ie existence of this waiver and consent. The agreement contained herein rnay not be modified or ternunated orally and shall be hinding upon the successors, assign.s and personal representatives of the Landlord, upon any successor owner or transf�ree of the Premises, and upon any. pu:rchas�rs; inc3uding any rnartgagee, frorn the undersigned and shall inure to th� benefit of the Adnninistrative Agent and the Lenders and their respective successors and assigns. THE ADMiNYSTRATIVE AGENT HEREBY AGREES TO INDEMI�TYFY, PROTECT, DEFE�iTD, RELEASE A1�TD HOLD HARlYILE55 LAI�TDLORD, ITS GOVER�III�G BODY, BOARDS, COMMISS�UNS, OFFYCERS, AGEI�ITS, EMPLOYEES AND VOLUIiTTEERS FROM Ai�TD AGAINST �i1VY AND ALL DAIVIAGES, LOSSES, LIABILITIES (JOINT OR SEVERAL}, PAYMEI�ITS, OBL�GATIOI�I5, PEI�IALTIES, CLA.IIi�IS, LITYGATIQN, DEMAi�1D5, DEFEl�TSES, JUDGMEI�T'TS, LAWSUITS, PR4CEEDINGS, COSTS, DISBURSEMENTS OR EXPEN5ES OF A.�1Y KI1�ID OR 1�IATURE WHATSOEVER, INCLUDING WITHOUT LIIVIITATION PROPERTY LOSS; PROPERTY DAI�AGE ANDlOR PERSOI�TAL INJURY OR DEATH (CULLECTIVELY "DAMAGES'�, DIRECTLY OR I1�iDTRECTLY RESULTING FROM, RELATING TO OR ARISII�TG OUT OF A1�iY ACTIOi�t U1�IDERTAKEN BY THE AD1i�LIli1ISTRATIVE AGEI�IT OR BY AI�1Y PAR.TY ON BEHALF OF THE ADMIIVISTRATIVE AGE1vT PURSUAI�TT TO OR I1�I CONNECTIOIiI VVITH THE RIGHTS GRANTED AND R,EPRE�EI�TTATIQI�T5 MADE BY LA.�TDLORD HEREU�IDER, EXCEPT TO THE EXTEIiTT THAT SUCH DAIVIAGES ARE DIRECTLY CAUSED BY THE I�EGLTGENT ACTS OR OMISS�ONS OR I1�TTENTIONAL MISCOIYDUCT OF LAI�TDLURD. REMAINDER OF PAAGE LEFT INTENTIONALLY BLANK 3 r �i 0 Executed and delivered this �day of �/�� , 2002. AD11�I1�IISTRATIVE AGEI�TT: WELLS FARG� BANK�.'EXAS, N.A. � � i "" By: � -��'�" �-� — Name: ,�;��oEx! � /�E,��v Title: J�tE F�s �y�,�r �� . _ ; ��.� -� � ACKNOWLEDGED AND AGREED DALLA5_I�G03464V D1131/2002 - 4839-361 Williamsa -Dickie Manufacturing Company By: . Name: ��t. i�- .��+�o f,.�. ��j � Title: � {� 0 LAIi�DLORD: CITY OF FO H BY ! Mike oomer Assistant City Manager 0 APPROVED AS TO FORM/LEGALITY: B}+:�^� _ , 1 � �� —��" Peter Vaky Assistant City Attorney M&C none reauired � � �� UV°�� 0