1
EXHIBIT 10.7
LEASE AGREEMENT
This LEASE AGREEMENT, is made and entered into by and between REDBIRD
DEVELOPMENT,INC., a Texas Corporation, ITS HEIRS/SUCCESSORS/OR ASSIGNEES,
designated herein as "Redbird," and TRI-STAR AIRCRAFT SERVICES, INC.,
designated as "Tri-Star" and/or as "Tenant. "
I. DESCRIPTION OF THE LEASED PREMISES
Redbird leases to Tri-Star as Tenant certain facilities at Redbird
Airport, identified as office area #1 and hangar #1 located at Texas 75237
hereinafter referred to as the "Leased Premises".
II. TERM
The term of this Lease Agreement shall commence on August 1, 1996 and
shall terminate on July 31, 2006 ("Primary Terms"), unless such lease term is
extended by the exercise of one of the Lease Extension options, as hereinafter
provided. The Tenant shall have two separate options to extend the term of this
Lease Agreement as follows:
1. First Lease Extension Option ("First Option"). As long as Tenant is
not in default of payment of rent under the terms of this Lease
Agreement as of the date of exercise of the First Option, Tenant
shall have the right to extend the term of this Lease Agreement for a
period of six (6) years, with such period to commence on August 1,
2006 and shall terminate on July 31, 2012 (such period is hereinafter
referred to the "First Option Term").
2. Second Lease Extension Option ("Second Option"). If the Tenant
exercises the First Option and provided Tenant is not in default of
payment of rent under the terms of this Lease Agreement as of the date
of exercise of the Second Option, then Tenant shall have the right to
further extend the term of this Lease Agreement for a period of six
(6) years, with such period to commence on August 1, 2012, and
terminate on July 31, 2018 (such period is hereinafter referred to the
"Second Option Term").
The Primary Term, as the same may be extended by the First Option Term
and Second Option Term, is hereinafter referred to as the "Term".
The First Option and Second Option may be exercised by the Tenant by
providing written notice to Redbird of its exercise of such option to extend
the Term of this Lease Agreement, with such notice to be delivered to Redbird,
not later than sixty (60) days prior to the end of Primary Term or First Option
Term as applicable.
DALLAS REDBIRD LEASE AGREEMENT - PAGE 1
2
III. RENT
Tenant agrees to pay rent to Redbird during the Primary Term in the
amount of $3,500 per month. If Tenant exercises the first lease extension
option, Tenant agrees cc pay monthly rent to Redbird during the term of the
First Option in the amount of $3,675 per month. If the Tenant exercises the
second lease extension option, Tenant agrees to pay monthly rent to Redbird
during the term of the Second Option in the amount of $3,860 per month. Rent
shall be payable monthly and due on the 1st day of each month. Tenant further
agrees to pay the sum of five percent (5%) of the monthly rent as a late charge
in the event that the rent is not paid in full to Redbird within twenty (20)
days after the date rent is due (a "default"). Tenant shall pay the additional
sum of Twenty-Five Dollars ($25.00) for any check in payment of rent that is
returned by the maker's bank for insufficient funds or stopped payment.
IV. DEFAULT
In the event that Tenant defaults in the payment of rent twenty (20)
days after the date rent is due ("monetary default") or violates any of the
other provisions of this Lease Agreement "non-monetary default"), then Tenant
shall cure any such monetary default within ten (10) days after receipt of
written notice from Redbird of such default, and shall cure any such
non-monetary default within thirty (30) days after receipt of written notice
from Redbird of such default. Written notice as provided herein is a mandatory
condition precedent for Redbird to exercise any remedy for default. If any
non-monetary default remains uncured at the end of such thirty (30) day period
and provided further that Tenant has commenced and is diligently pursuing a
cure of such default, then Tenant shall have an additional thirty (30) days in
which to cure such non-monetary default prior to Redbird pursuing any remedy
available to it for default. If any default has not been cured (or cure has not
been commenced and is being diligently pursued) within the periods provided
above, only then may Redbird re-enter the premises, take possession, and
institute and maintain a statutory suit of forcible entry and detainer in a
proper court of law and obtain writ of possession thereby, or exercise all
other legal rights and remedies available at law or in equity.
In the event that Redbird fails to perform any of its obligations and
agreements hereunder (a "default"), then Redbird shall cure such default within
fifteen (15) days after receipt from Tenant of written notice of such default.
If any default remains uncured at the end of such fifteen (15) day period and
provided further that Redbird has commenced and is diligently pursuing a cure
of such default, then Redbird shall have an additional thirty (30) days in
which to cure such default prior to Tenant pursuing any remedy available to it
for default, at law or in equity, including but not limited to, specific
performance or an action for damages for breach of contract. If any default by
Redbird has not been cured (or cure has not been commenced and is being
diligently pursued) within the periods provided above, then Tri- Star may
exercise its right of termination as provided in this Lease Agreement and
pursue any other legal remedy available at law or in equity.
DALLAS REDBIRD LEASE AGREEMENT - PAGE 2
3
V. USE
Tenant may use the Leased Premises for the following purposes:
aviation related activity and any other lawful use determined by Tri-Star to be
consistent with aviation services. Tenant shall not use any of the Leased
Premises for non-aviation related activities without the consent of Redbird.
VI. UTILITIES
Tenant shall pay the actual expense for monthly use of all utilities,
deposits, i.e. water, electricity, gas, telephone, and any other regular
utility expense. Any storm sewer construction on the Leased Premises
necessitated by the erection of additions to or improvements to or upon the
Leased Premises in order to provide for drainage will be the responsibility of
Redbird. Tenant will, at its expense, make arrangements for the installation or
connection of whatever further private utilities it may desire or need for
Tenant's equipment in connection with the use of the Leased Premises.
VII. CASUALTY DAMAGE
If the improvements (including, but not limited to the office
buildings and hanger facility) on the Leased Premises occupied by Tenant shall
be damaged by fire or other casualty, Tenant shall give prompt written notice
thereof to Redbird. Redbird at its sole cost and expense, shall commence and
proceed with reasonable diligence to restore such improvements located within
the Leased Premises, if any, to substantially the same condition in which it
was immediately prior to the casualty occurrence, except that Redbird shall not
be required to rebuild, repair, or replace any part of Tenant's furniture or
furnishings or fixture and equipment removable by Tenant under the provisions
of this Lease Agreement. Redbird shall allow Tenant a fair reduction and waiver
of rent during the time and to the extent the Premises are unfit for occupancy.
The amount of reduction and waiver of rent, if any, and whether or not the
Premises are unfit for occupancy, shall be determined jointly by Redbird and
Tenant. If such improvements on the Leased Premises are damaged by fire or
other casualty resulting from the intentional misconduct of Tenant or any of
Tenant's agents, employees, or invitees, the rent shall not be reduced during
the repair of such damage.
VIII. CONDEMNATION
If the whole or any substantial part of the Leased Premises or the
improvements on the Leased Premises shall be taken or condemned for any public
or quasi-public use under governmental law, ordinance or regulation, or by
right of eminent domain, or by private purchase in lieu thereof, then Tenant
may, at its option and sole discretion, terminate this Lease Agreement without
notice, and the rent shall be reduced and abated during the remaining unexpired
portion of this Lease Agreement, effective when the physical taking of the
Leased Premises or the improvements on the Leased Premises occurs. In the
DALLAS REDBIRD LEASE AGREEMENT - PAGE 3
4
event the Tenant elects not to terminate this Lease Agreement following the
taking or condemnation of any portion of the Leased Premises or the
improvements on the Leased Premises, a portion of the rent shall be waived for
the unexpired term of this Lease Agreement effective when the physical taking
of said portion of the Premises occurs, with the amount of such rent reduction
and waiver to be determined by mutual agreement of the Tenant and Redbird.
All compensation awarded for any such taking or condemnation, or sale proceeds
in lieu thereof, shall be the property of Redbird, and Tenant shall have no
claim thereto, the same being hereby expressly waived by Tenant, except for any
portion of such award or proceeds which are specifically allocated by the
condemning or purchasing party to the Tenant's interest in the Lease Agreement
and for the taking of or damage to furnishings, fixtures, and equipment of
Tenant, which Tenant specifically reserves to itself.
IX. MAINTENANCE AND REPAIRS
A. Tenant will at all times maintain the Leased Premises in good
repair and in a clean and orderly condition, as may be reasonably directed by
Redbird or the City of Dallas, at Tenant's sole expense, except for repairs
which are obligations of Redbird, as hereinafter provided. Redbird is
responsible for the concrete pads, all plumbing and roof leaks, structural
integrity of the building, and exterior maintenance of the hanger and all
improvements on the Leased Premises. Redbird shall have no responsibility for
interior painting, lighting, ventilating equipment, and any other building
maintenance or repairs not designated as Tenant's responsibility. In the event
Tenant shall suffer any loss or other damage as the result of Redbird's failure
to maintain and repair the Leased Premises, then Redbird shall be obligated to
and shall promptly reimburse Tenant for the losses and other damage Tenant
suffers including reasonable and necessary attorney's fees to make demand and
collect reimbursement if Redbird fails to promptly make reimbursement.
B. Redbird shall not be liable to Tenant, or to any invitee or
licensee of Tenant, for any injury to a person or damage to property resulting
from the Leased Premises becoming out of repair or from a defect in or failure
of equipment for which Tenant is responsible for maintenance and repairs,
except where due to Redbird's knowing failure to make required repairs after
written notice to Redbird of the need for such repairs.
C. Tenant shall:
1. Be responsible for pest control inside of the premises at
Tenant's sole expense;
2. Keep all fixtures, equipment and personal property in good
condition (reasonable wear and tear excepted) and perform all
ordinary repairs and interior painting. Such repairs and
painting by Tenant to be of a quality and class not inferior
to the original material and workmanship. In addition, Tenant
shall at its own expense perform all necessary repairs and
other maintenance to floor covering, interior painting, and
DALLAS REDBIRD LEASE AGREEMENT - PAGE 4
5
utility connections to Tenant's equipment; provided, however,
Tenant shall not be liable for repairs necessitated by
construction defects. All interior light bulbs are to be
maintained in working order at Tenant's sole expense;
3. Provide and maintain (except for mobile fire fighting
equipment) personal fire protection and safety equipment;
4. Use its best efforts to control the conduct and demeanor of
its employees and shall require its employees to wear uniforms
where appropriate or other suitable means of identification;
and
5. Control all vehicular traffic in and on the Leased Premises
(exclusive of public roadways) where aircraft may be located,
take all precautions reasonably necessary to promote the
safety of its passengers, customer, business visitors and
other persons, and employ such means as may be reasonably
necessary to direct the movement of vehicular traffic in such
areas.
D. If the performance of any of the foregoing maintenance,
repair, replacement or painting obligations of Tenant requires work to be
performed near an active taxiway or where safety of operations is involved,
Tenant agrees that it will, at its own expense, erect barriers or other
safeguards at such locations so as to provide for the safety of work performed.
X. OPERATIONAL REGULATIONS
Notwithstanding any provision of the Lease Agreement, the City of
Dallas has expressly reserved its proprietary rights, whatever they may be, to
impose reasonable regulations which might have the effect of limiting Tenant's
operations during the term of this Lease Agreement. It is understood that
neither the City nor Redbird are liable to Tenant for any damages resulting
from Tenant's compliance with the regulations. However, it is further
understood that Tenant reserves the right to contest any such regulations to
protect its interests, and to seek contribution and make any claim against
Redbird for injury or damages to Tenant resulting from Redbird's failure to
comply with any such regulation.
XI. TENANT'S RIGHT TO TERMINATE
A. Redbird understands that Tenant conducts an aviation services
and aircraft maintenance business in the Leased Premises, which necessarily
requires that Tenant not be prohibited by any federal, state, or local
regulatory authority from conducting such business, and requires that Tenant's
customers and their airplanes have virtually unlimited access to the Leased
Premises and are able to land and take-off from Redbird Airport. Further,
Tenant may need additional electrical service brought to the Leased Premises to
enable Tenant to properly operate the power units and other equipment necessary
to conduct an aircraft maintenance business in the Leased Premises. Therefore,
Tenant shall have the automatic right to terminate this Lease Agreement without
notice upon the occurrence of any of the following events:
DALLAS REDBIRD LEASE AGREEMENT - PAGE 5
6
1. Any federal, state, municipal or other local authority imposes any
law, regulation or restriction, or enforces any existing law in such a
manner, so as to prohibit or unreasonably limit or restrict Tenant's
use of the Leased Premises;
2. Any federal, state, municipal or other local authority imposes any
law, regulation or restriction which establishes limits that are more
restrictive than limit existing on August 1, 1995, on the type of
aircraft which may take-off and land at Redbird Airport; or
3. Failure of TU Electric or other servicing utility to bring electrical
service to the Leased Premises in quantities sufficient to enable the
Tenant to properly operate the power units and other equipment
necessary for Tenant's use of the Leased Premises.
B. Tenant shall have the automatic right to terminate this Lease
Agreement without notice in the event that Redbird either (a) is in breach of a
provision of this Lease Agreement, (or defaults in the performance of any
obligation under this Lease Agreement, or (b) fails to comply with any
operational regulation imposed by any federal, state, municipal or other local
authority, with the result that Tenant is prohibited or unreasonably limited or
restricted in Tenant's use of the Leased Premises.
C. Tenant shall have the absolute and unilateral right to
terminate this Lease Agreement for any reason at Tenant's sole discretion by
giving prior written notice to Redbird and upon payment of the rent penalty
provided herein. Tenant shall give at least thirty (30) days prior written
notice of Tenant's intention to terminate the lease and vacate the premises. On
or before the date Tenant vacates the premises, Tenant shall pay to Redbird a
rent penalty in an amount equal to the two (2) months of rent payments due
following the date of termination of the Lease Agreement. Upon payment of the
rent penalty and vacating the Leased Premises, and provided that Tenant is not
in default in payment of rent, this Lease Agreement shall terminate and Tenant
shall be excused from any further obligation under any provision of the Lease
Agreement.
DALLAS REDBIRD LEASE AGREEMENT - PAGE 6
7
XII. REPRESENTATIONS AND WARRANTIES
A. Tenant Representations. Tenant hereby covenants, warrants and
represents that: (i) the person executing this Lease Agreement on behalf of
Tenant is authorized to execute and deliver same on behalf of Tenant in
accordance with the organizational documents of Tenant; (ii) this Lease
Agreement is binding upon Tenant; (iii) Tenant is duly organized and legally
existing in the state of its organization, and is qualified to do business in
the State of Texas; (iv) upon written request, Tenant will provide Redbird with
true and correct copies of all organizational documents of Tenant, and any
amendments thereto; and (v) the execution and enforcement of this Lease
Agreement by Tenant will not result in any breach of, or constitute a default
under, any mortgage, deed of trust, lease, loan, credit agreement, partnership
agreement or other contract or instrument to which Tenant is a party or by
which Tenant may be bound.
B. Redbird representations. Redbird hereby covenants, warrants
and represents that: (i) the person executing this Lease Agreement on behalf of
Redbird is authorized to execute and deliver same on behalf of Redbird in
accordance with the organizational documents of Redbird; (ii) this Lease
Agreement is binding upon Redbird; (iii) Redbird is duly organized and legally
existing in the state of its organization, and is qualified to do business in
the State of Texas; (iv) upon written request, Redbird will provide Tenant with
true and correct copies of all organizational documents of Redbird, and any
amendments thereto; and (v) the execution and enforcement of this Lease
Agreement by Redbird will not result in any breach of, or constitute a default
under, any mortgage, deed of trust, lease, loan, credit agreement, partnership
agreement or other contract or instrument to which Redbird is a party or by
which Redbird may be bound, including but not limited to any lease between
Redbird and the City of Dallas.
XIII. INSPECTIONS
Redbird or City of Dallas may make inspection of the property at all
reasonable times after giving reasonable notice prior to the visit. Occupancy
by Tenant shall not constitute a nuisance or disturbance to others.
XIV. SUBLET OR ASSIGNMENT BY TENANT
Tenant may assign or sublet any portion of the Leased Premises by
notifying Redbird at least thirty (30) days in advance of sublet or assignment
date notification to Redbird.
XV. TENANT'S RIGHT TO REMOVE PROPERTY
A. Tenant shall be entitled, during the term of the Lease
Agreement and upon termination, to remove from the Leased Premises all tools,
machinery, equipment, portable buildings, materials and supplies of Tenant, not
including any currently existing fixtures or other fixtures which have been
installed to the Leased Premises and which are not removable without damaging
the Leased Premises, such as heaters, water fountains, counters, air
conditioners, cabinets, water heaters, and exhaust fans. Redbird waives any
current or future claim for a security interest in or a lien upon personal
property,
DALLAS REDBIRD LEASE AGREEMENT - PAGE 7
8
furnishings, and equipment of Tenant.
B. If Tenant fails to remove its property within thirty (30) days
after the termination or expiration of this Lease Agreement, Redbird may remove
such property to a public warehouse for deposit or retain the same in its own
possession. If Tenant fails to take possession and remove such property, after
paying any reasonable and necessary rental fees, then after ninety (90) days
after termination or expiration of the Lease Agreement the property shall be
deemed to be abandoned and Redbird may sell the same at public auction or
dispose of the property, at Redbird's expense.
XVI. INDEMNIFICATION
A. Tenant shall use reasonable care and diligence in its conduct
of activities and operations on the Leased Premises. Tenant shall indemnify,
defend and hold harmless Redbird and all of its officers, agents, and employees
from all judgments for any personal injury, death or damage received or
sustained by any person or property as a result of Tenant's conduct of any
activity or operation on the Leased Premises.
B. Redbird shall use reasonable care and diligence in its conduct
of activities and operations on the Leased Premises. Redbird shall indemnify,
defend and hold harmless Tenant and all of its officers, agents, and employees
from all judgments for any personal injury, death or damage received or
sustained by any person or property as a result of Redbird's conduct of any
activity or operation on the Leased Premises.
C. Tenant shall give Redbird prompt notice of any claim covered
by this Section and shall forward to Redbird every demand, notice, summons, or
process received in any claim or legal proceedings covered by this Section.
Likewise, Redbird shall give prompt notice to Tenant of any such claim.
XVII. SIGNS
All exterior signs shall comply with applicable City ordinances or
regulations. Directional entrance and exit signs erected by Tenant shall not
exceed 18 inches in width and 36 inches in height. Except where the City's
Director of Aviation has given his written consent, any other sign erected by
Tenant shall not exceed 5 feet in height and 8 feet in length. Upon the
expiration or termination of this Lease Agreement, Tenant shall remove,
obliterate or paint out, as required by the City of Dallas or Redbird, any and
all signs and advertising on the Leased Premises if pertaining to Tenant, and
in this regard, Tenant shall restore the premises to the same condition as
prior to the placement thereon of any signs or advertising subject only to wear
and tear. In the event that Tenant fails to remove, obliterate or paint out
each and every sign or advertisement of Tenant after a request by Redbird and
reasonable opportunity to perform the work, then Redbird may, at its option,
have the necessary work performed at the expense of Tenant, and the charge
therefore shall be paid by Tenant to Redbird upon demand for reimbursement.
DALLAS REDBIRD LEASE AGREEMENT - PAGE 8
9
XVIII. GOVERNMENTAL REQUIREMENTS, RULES, AND REGULATIONS
Tenant agrees no obtain, from all governmental authorities having
jurisdiction, all licenses, certificates and permits necessary for the conduct
of its operations, and to keep them current. In operating and conducting
business on the Leased Premises, Tenant agrees to comply with the applicable
provisions of all Federal, State, and Municipal laws, regulations, and
ordinances. Tenant agrees to observe all rules and regulations which the City
of Dallas has established, and may from time to time, establish pertaining to
Dallas Redbird Airport.
XIX. INSURANCE
A. Redbird shall maintain or cause to be maintained fire and
extended coverage insurance on the improvements on the Leased Premises in
amounts equal to the full replacement cost of all improvements.
B. Tenant shall maintain at its expense, in an amount equal to
full replacement cost, fire and extended coverage insurance on all of its
personal property, including removable trade fixtures and leasehold and Tenant
improvements, located in the Leased Premises.
C. Redbird and Tenant each hereby waives on behalf of itself and
its insurers, to the extent permitted by law, (none of which insurers shall
ever be assigned any such claim or be entitled to subrogation) any and all
rights of recovery, claim, action, or cause of action, against the other, its
agents, officers or employees, for any loss or damage that may occur to the
Premises, or any improvements thereto or the Building of which the Premises are
a part, or any improvements thereto, or any personal property of such party
therein, by reason of fire, the elements, or any other cause(s) which are, or
could be, insured against under the terms of the standard fire and extended
coverage insurance policies herein referred to, regardless of whether such
insurance is actually maintained and regardless of the cause or origin of the
damage involved, including sole, joint or concurrent, negligence of the other
party hereto, its agents, officers, or employees.
X. Xxxxxxx and Tenant shall, each at its own expense, maintain
during the term of this Lease Agreement a policy or policies of comprehensive
general liability insurance (including endorsement or separate policy for owned
or non-owned automobile liability) with respect to their respective activities
on the Leased Premises, with the premiums thereon fully paid on or before the
due date. Such insurance shall afford minimum protection of not less than
$200,000.00 per occurrence per person coverage for bodily injury, property
damage, personal injury, or combination thereof.
E. Redbird and Tenant each hereby waives subrogation on its
behalf and on behalf of its insurer, to the extent subrogation on a paid claim
can be legally waived prior to loss by contract between the parties, in respect
of any payment made by such insurer under any liability policy. Neither Redbird
nor Tenant shall be liable to the other or any insurance company (by way of
subrogation or otherwise) insuring the other party for any loss or damage to
any building,
DALLAS REDBIRD LEASE AGREEMENT - PAGE 9
10
structure or other tangible property or bodily injury or personal injury, or
any resulting loss of income, even though such loss or damage might have been
occasioned by the negligence of such party, its agents or employees, if any
such loss or damage is covered by insurance benefiting the party suffering such
loss or damage or was required to be covered by insurance pursuant to this
Lease Agreement.
XX. TAXES
In no event shall Tenant be liable for real property taxes on the
Leased Premises. Redbird and Tenant shall attempt to obtain separate
assessments for Tenant's personal property consisting of equipment, inventory,
movable fixtures, and furniture. Tenant agrees to pay the property taxes based
on such separate assessment before such taxes become delinquent and to keep the
Leased Premises free from any lien or attachment. If a separate assessment is
not obtained, then Redbird shall provide Tenant with evidence, satisfactory to
Tenant, of the portion of the Redbird's property taxes which result from
inclusion of Tenant's personal property, equipment, inventory, furniture, or
fixtures placed by Tenant in the Leased Premises, including copies of property
tax bills and other information and documentation as Tenant shall require to
determine its liability. Redbird agrees to timely provide Tenant with all
appraisals and notices of assessment to enable Tenant to properly contest the
appraised and assessed values of property. Redbird will provide to Tenant
documents evidencing Redbird's payment of the tax bills. Not later than ninety
(90) days after receipt of such evidence Tenant shall pay to Redbird that
portion of the real property taxes which result from inclusion of Tenant's
personal property. Tenant hereby indemnities and holds Redbird harmless from
claims or demands made upon Redbird for the failure of Tenant to pay Tenant's
personal property tax obligations. Redbird hereby indemnities and holds Tenant
harmless from any claims or demands made upon Tenant for the failure of Redbird
to pay its property tax obligations.
XXI. WAIVER OF BREACH
A. The waiver by either Redbird or Tenant of any breach of any
provision of this Lease Agreement shall not constitute a continuing waiver of
any subsequent breach of the same or a different provision of this Lease
Agreement.
B. Time is of the essence in construing all terms of this Lease
Agreement.
XXII. NOTICE
Any notice, request, demand, instruction or other communication to be
given to either party shall be in uniting, and shall be (1) deemed to be
delivered, whether actually received or not, upon deposit in a regularly
maintained official depository of the United States Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested, or (2)
hand delivered with a signed receipt, to:
DALLAS REDBIRD LEASE AGREEMENT - PAGE 10
11
REDBIRD: REDBIRD DEVELOPMENT, INC.
5305 Challenger, LB 8
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxx
TENANT: TRI-STAR AIRCRAFT SERVICES,INC.
000 X. Xxxxx Xx., Xxx. 0000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxx Xxxxxxx
The address for receiving written notice may be changed by either party by
giving notice of such change of address to the other party in the manner
provided herein, except that actual receipt by the receiver is required;
provided, however, if one party attempts to deliver such notice and the other
party refuses or fails to accept delivery or for some other reason (other than
the fault of the sender) such notice is not delivered, then proof that such
delivery has been attempted by the sender shall be deemed sufficient notice of
the change of the sender's address. Unless and until such written notice of
change of address is actually received (or proof is provided by the sender that
attempted delivery of such notice has been made), the address stated herein
shall continue in effect for all purposes.
XXIII. FIRST RIGHT OF REFUSAL TO LEASE HANGAR #2
Redbird agrees to offer to Tri-Star Aircraft Services, Inc. a first
right of refusal option, beginning on execution of this Lease Agreement until
July 31, 1999, to exercise the option and execute a Lease within thirty (30)
days after notification by Redbird of any bona-fide written offer to lease
hangar #2 (5225 Voyager).
XXIV. ENFORCEABILITY
In case any one or more of the provisions contained in this Lease
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision, and this Lease Agreement shall be construed and
enforced as if such invalid, illegal, or unenforceable provision had never been
contained herein.
XXV. MISCELLANEOUS
This Lease Agreement may only be modified or amended by a written
agreement executed by Tri-Star and Redbird. Any alleged modification or
amendment that is not so documented shall not be effective. Nothing contained
in this Lease Agreement is intended to create any partnership, joint venture or
association between Redbird and Tenant, and any inferences to the contrary are
hereby expressly negated.
IN THE EVENT THAT A DISPUTE ARISES HEREUNDER, IT IS SPECIFICALLY
STIPULATED THAT THE RIGHTS AND DUTIES OF THE PARTIES HERETO AND THE VALIDITY,
CONSTRUCTION AND THE ENFORCEMENT OF THIS AGREEMENT SHALL BE INTERPRETED AND
CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF TEXAS, AND THE PARTIES HERETO
IRREVOCABLY CONSENT AND AGREE IN ADVANCE THAT VENUE FOR ANY SUCH DISPUTE SHALL
LIE IN ANY COURT OF COMPETENT JURISDICTION IN DALLAS COUNTY, TEXAS.
DALLAS REDBIRD LEASE AGREEMENT - PAGE 11
12
EXECUTED this the 18th day of September 1996, to be effective as of
August 1, 1996.
REDBIRD DEVELOPMENT, INC.
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Xxxxxxx Xxxxxx, President
TRI-STAR AIRCRAFT SERVICES, INC.
By: /s/ XXX XXXXXXX
-----------------------------------
Xxx Xxxxxxx, Chairman
DALLAS REDBIRD LEASE AGREEMENT - PAGE 12