HomeMy WebLinkAboutRES IDC 2014-001GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION
RESOLUTION NO. IDC2014-01
A RESOLUTION APPROVING AN ASSIGNMENT OF SUBTENANT
LEASES; A MEMORANDUM OF ASSIGNMENT OF AGREEMENT
OF LEASE, AND AN ASSIGNMENT OF AGREEMENT OF LEASE
AND PROJECT AND BILL OF SALE BETWEEN GRAPEVINE
INDUSTRIAL DEVELOPMENT CORPORATION (GIDC) A
CORPORATION CREATED AND EXISTING PURSUANT TO THE
DEVELOPMENT CORPORATION ACT OF 1979, AS AMENDED, BY
THE STATE OF TEXAS, AND CAE SIMUFLITE, INC., A
DELAWARE CORPORATION (FORMERLY KNOWN AS
SIMUFLITE TRAINING INTERNATIONAL, INC.) AUTHORIZING
AND DIRECTING THE PRESIDENT OR THE VICE PRESIDENT TO
EXECUTE THREE (3) DOCUMENTS ON BEHALF OF THE GIDC
AND TO EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO
CLOSE AND FINALIZE THE TRANSACTION AS APPROVED AS
NECESSARY BY THE GIDC'S GENERAL COUNSEL.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GRAPEVINE
INDUSTRIAL DEVELOPMENT CORPORATION:
SECTION 1. THAT the Board of Directors after careful consideration and
review, and after receiving a briefing from the GIDC's, General Counsel, does hereby
approve and authorize the President and/or the Vice President, if the President is not
available to execute same, to execute the following documents between Grapevine
Industrial Development Corporation and CAE SimuFlite, Inc.:
A. Assignment of Subtenant Leases;
B. Memorandum of Assignment of Agreement of Lease; and
C. Assignment of Agreement of Lease and Project and Bill of Sale.
SECTION 2. THAT the President and/or Vice President are authorized and
directed to execute all documents deemed necessary for execution by the General
Counsel to finalize and close the transaction.
PASSED AND APPROVED BY THE GRAPEVINE INDUSTRIAL DEVELOPMENT
CORPORATION on this the 7th day of October, 2014.
William D. Tate, President
ATTEST:
C. Shane Wilbanks, Secretary/Treasurer
APPROVED AS TO FORM:
John F. Boyle, Jr., neral Coun 1
H:\Boyle-Lowry\Grapevine\gv-industrial development corporation\gv-idc resolution.docx
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ASSIGNMENT OF SUBTENANT LEASES
THIS ASSIGNMENT OF SUBTENANT LEASES (this "Assignment") is made as of the
day of October, 2014, by and between GRAPEVINE INDUSTRIAL DEVELOPMENT
CORPORATION, a corporation created and existing pursuant to the provisions of the
Development Corporation Act of 1979, as amended, of the State of Texas ("Assignor"), and
CAE SIMUFLITE INC., a Delaware corporation ("Assignee").
RECITALS:
A. Reference is made to the following documents:
1. The Agreement of Lease (the "Original Lease"), dated as of November
16, 1982, between Dallas -Fort Worth Regional Airport Board (now known as Dallas -Fort Worth
International Airport Board) (the `Board") and SimuFlite Training International Inc. (the
"Original Lessee"), pursuant to which the Board agreed to lease to the Original Lessee that
certain property located in Tarrant County, Texas, at the Dallas -Fort Worth Airport, as more
specifically described on Exhibit A attached hereto and made a part hereof (the "Original
Premises"), to be used for the construction and operation of a flight training facility, which
Original Lease has been amended by (i) that certain letter dated December 2, 1982 by the
Original Lessee to the Board (the "First Amendment"), (ii) that certain Amendment to Lease,
Sublease and Sub -Lease dated as of November 30, 1982 (the "Second Amendment") and (iii)
that certain Third Amendment to Agreement of Lease dated as of February 22, 1999 (the "Third
Amendment"), pursuant to which the Board agreed to lease to the Assignor, as successor to the
Original Lessee, certain additional property located in Tarrant County, Texas, at the Dallas -Fort
Worth Airport, as more specifically described on Exhibit B attached hereto and made a part
hereof (the "Additional Land," together with the Original Premises, the "Property") (the
Original Lease, as amended by the First Amendment, the Second Amendment and the Third
Amendment, as further amended or otherwise modified from time to time, the "Ground
Lease");
2. The Memorandum of Agreement of Lease between the Board and the
Original Lessee filed in the Official Public Records of Tarrant County, Texas (the "Land
Records"), in Volume 7493 at Page 29, to effect record notice of the existence of the Original
Lease, as amended by the First Amendment;
3. The Assignment of Lease, dated as of March 1, 1983, filed in the Land
Records in Volume 7493 at Page 25, pursuant to which the rights of Original Lessee under the
Ground Lease were assigned to the Assignor;
4. The Memorandum of Amended Agreement of Lease, dated as of February
22, 1999, between the Board and the Assignor filed in the Land Records in Volume 13676 at
Page 336, to effect record notice of the Original Lease, as amended by the First Amendment, the
Second Amendment and the Third Amendment;
5. The Lease and Sublease Agreement, dated as of March 1, 1983, between
the Assignor and The Singer Company (predecessor in interest to Assignee) (the "Original
EAST177572040.3
Sublease"), as amended by the Second Amendment and the Second Amendment to Lease and
Sublease Agreement, dated as of February 22, 1999 (the "1999 Sublease Amendment") (the
Original Sublease, as amended by the Second Amendment and the 1999 Sublease Amendment
and as further amended or otherwise modified from time to time, the "Sublease"), pursuant to
which Assignor agreed to lease the Property to the Assignee (all capitalized terms used herein,
but not defined herein, shall have the same meanings as set forth in the Sublease); and
6. The Memorandum of Amended Lease and Sublease Agreement, dated as
of February 22, 1999, recorded in the Land Records in Volume 13676 at Page 337 to effect
record notice of the Original Sublease, as amended by the 1999 Sublease Amendment.
B. Pursuant to Section 11 of the Sublease, the Assignee has exercised its option to
purchase the Project (as defined in the Sublease) and all of the Assignor's rights under the
Ground Lease;
C. Pursuant to the terms of an Assignment of Agreement of Lease and Project and
Bill of Sale, dated on or about even date herewith, between the Assignor and the Assignee, the
Assignor has assigned, transferred and conveyed to the Assignee (1) all of Assignor's right, title
and interest in,.under and to (a) the Project (as defined in the Sublease), (b) all improvements
constructed on the Property, (c) any and all of the furniture, fixtures, equipment, interior
appliances, machines, apparatus, supplies and all other personal property of every nature and
description and all replacements thereof now owned by the Assignor and located in or on the
Property, and (d) any and all intangible property related to the Property, including without
limitation any and all plans and specifications and other architectural and engineering drawings
for the Property and improvements located on the Property, warranties, contract rights related to
the construction, operation, ownership, or management of the Property and the improvements
thereon (but excluding the Assignor's obligations under the contracts), and governmental
permits, approvals, certificates of occupancy and other licenses to the extent assignable
(collectively, the "Project") and (2) all of the Assignor's rights under the Ground Lease.
C. Assignor desires to enter into this Assignment to confirm the assignment, transfer
and conveyance, and to assign, transfer and convey, to Assignee all of Assignor's right, title, and
interest in, to, and under all subleases, occupancy agreements, rental agreements, concession
agreements and licenses of all or any part of the Property to which the Assignor is a party (the
"Leases") and all security deposits under the Leases (the "Security Deposits").
NOW, THEREFORE, WITNESSETH, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignment. Assignor does hereby assign, transfer and convey to Assignee from
and after the date hereof all of Assignor's right, title and interest in, to and under the Leases and
the Security Deposits.
2. Successors. This Assignment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
3. Applicable Law. This Assignment shall be interpreted and construed in
accordance with the laws of the State of Texas.
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4. Counterparts. This Assignment may be executed in counterparts and shall have
the same force and effect as if all parties executed one document. A facsimile or telecopy of a
signed counterpart of this Assignment shall be effective as an original signed copy of this
Assignment.
[signatures on next page]
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WITNESS the execution of this Assignment, under seal, in any number of counterparts as
of the date set forth above.
WITNESS:
WITNESS:
EAST\77572040.3
ASSIGNOR:
GRAPEVINE INDUSTRIAL
DEVELOPMENT CORPORATION
(Seal)
Name:
Title:
ASSIGNEE:
CAE SIMUFLITE INC., a Delaware corporation
IS
Name:
Title:
(Seal)
STATE OF }
COUNTY OF )
Personally appeared before me , a Notary Public,
, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who acknowledged that he/she executed
the within instrument for the purposes therein contained, and who further acknowledged that
he/she is the of GRAPEVINE INDUSTRIAL
DEVELOPMENT CORPORATION, a corporation created and existing pursuant to the
provisions of the Development Corporation Act of 1979, as amended, of the State of Texas, and
he/she as such officer executed the foregoing instrument for the purposes therein contained, by
signing in the capacity hereinabove set forth.
WITNESS my hand, at office, this day of , 2014.
Notary Public
My Commission Expires:
EASTM572040.3
STATE OF
Personally appeared before me , a Notary Public,
, with whom I am personally acquainted (or proved to
me on the basis of satisfactory evidence), and who acknowledged that he/she executed the within
instrument for the purposes therein contained, and who further acknowledged that he/she is the
of CAE SIMUFLITE INC., a Delaware corporation, and he/she
as such officer executed the foregoing instrument for the purposes therein contained, by signing
in the capacity hereinabove set forth.
WITNESS my hand, at office, this day of , 2014.
Notary Public
My Commission Expires:
EAST\77572040.3
[Original Premises]
ALL THAT CERTAIN TRACT OF LAND BEING 9.19 ACRES, MORE OR LESS,
SITUATED IN THE COUNTY OF TARRANT, STATE OF TEXAS, AND WITHIN THE
BOUNDARY OF DALLAS -FORT WORTH AIRPORT, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE AIRPORT REFERENCE POINT WHICH IS LOCATED AT
TEXAS LAMBERT COORDINATES OF NORTH 447,856.04 AND EAST 2,140,991.46 AND
IS THE BASIS OF A PLANE GRID ESTABLISHED FOR THE DALLAS -FORT WORTH
AIRPORT; THENCE WEST A DISTANCE OF 5,905.05 FEET FROM SAID AIRPORT
REFERENCE POINT TO A POINT; THENCE SOUTH A DISTANCE OF 5,672.27 FEET TO
THE TRUE POINT OF BEGINNING, COORDINATES NORTH 442,183.77 AND EAST
2,135,086.41; THENCE NORTH 89° 43' 05" WEST 670 FEET; THENCE NORTH 596.70
FEET; THENCE EAST 667.89 FEET; THENCE SOUTH 00° 12'04" EAST 600 FEET TO THE
TRUE POINT OF BEGINNING AND CONTAINING 400,256.77 SQUARE FEET OR 9.19
ACRES, MORE OR LESS. ALL BEARINGS ARE BASED ON, A PLANE GRID
ESTABLISHED FOR THE DALLAS -FORT WORTH AIRPORT AND ARE NOT TRUE
BEARINGS.
BEING AND INTENDED TO BE THE SAME PROPERTY AS DESCRIBED IN THE
MEMORANDUM OF GROUND LEASE BY AND BETWEEN DALLAS -FORT WORTH
REGIONAL AIRPORT BOARD, AS LESSOR, AND SIMUFLITE TRAINING
INTERNATIONAL, INC., AS LESSEE, RECORDED IN VOLUME 7493, AT PAGE 29 OF
THE DEED RECORDS OF TARRANT COUNTY, TEXAS.
ALSO BEING DESCRIBED BY SURVEY OF CARTER & BURGESS, INC. DATED
APRIL 12, 1983, AS FOLLOWS:
ALL OF THAT CERTAIN 9.19 ACRE TRACT OF LAND SITUATED IN THE JAMES CATE
SURVEY, ABSTRACT NUMBER 314, TARRANT COUNTY, TEXAS AND BEING A
PORTION OF THE CERTAIN TRACT OF LAND CONVEYED TO THE CITY OF FORT
WORTH, AS RECORDED IN VOLUME 4623, PAGE 402, TARRANT COUNTY DEED
RECORDS.
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[Additional Land]
BEING A 5.90 ACRE TRACT OF LAND SITUATED IN THE JAMES CATE
SURVEY, ABSTRAT NUMBER 314, TARRANT COUNTY, TEXAS, SAID 5.90 ACRE
TRACT OF LAND BEING A PART OF THAT PARTICULAR 31.62 ACRE TRACT OF
LAND DESCRIBED IN DEED FROM GEORGE H. LOGAN, JR. AND WIFE ERMA LOGAN
TO THE CITY OF FORT WORTH DATED MAY 1, 1968 AS RECORDED IN VOLUME
4623, PAGE 402 OF THE DEED RECORDS OF TARRANT COUINTY, TEXAS (DRCCT),
AND ALSO BEING A PART OF THAT CERTAIN 9.516 ACRE TRACT OF LAND
DESCRIBED IN DEED FROM BERT H. GIBBS AND KATHRYN GIBBS TO THE CITY OF
FORT WORTH DATED JULY 27, 1973 AS RECORDED IN VOLUME 5506, PAGE 298,
DRTCT, THE SAME 9.516 ACRE TRACT OF LAND BEING DESCRIBED IN DEED FROM
BOBBIE H. CHERRY TO THE CITY OF FORT WORTH DATED JULY 21, 1973 AS
RECORDED IN VOLUME 5506, PAGE 302, DRTCT, SAID 5.90 ACRE TRACT BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD CAPPED "CARTER & BURGESS"
FOUND FOR THE SOUTHWEST CORNER OF TRACT 30 (DFW SURFACE 88
COORDINATE, NORTHING 1007703.28, EASTING 410150.45), KNOWN AS THE
TRAINING FACILITY FLIGHT SIMULATOR, DFW AIRPORT LEASE NUMBER 23554 —
H, SAID IRON ROD BEING IN THE NORTH RIGHT-OF-WAY LINE OF GLADE ROAD
(150 FOOT R.O.W.) FROM WHICH A 5/8 INCH IRON ROD CAPPED "CARTER &
BURGESS" FOUND FOR THE POINT OF ITERSECTION (DFW SURFACE
COORDINATE, NORTHING 1007706.48, EASTING 410820.49) OF THE NORTH LINE OF
SAID GLADE ROAD AND THE WEST LINE OF WEST AIRFIELD DRIVE(150 FOOT
R.O.W.) BEARS NORTH 89°43'34" EAST, 670.04 FEET:
THENCE SOUTH 89043'34" WEST, ALONG AND WITH THE NORTH LINE OF
SAID GLADE ROAD, A DISTANCE OF 431.55 FEET TO A 5/8 INCH IRON ROD CAPPED
"DFW BOUNDARY" SET FOR THE SOUTHWEST CORNER OF THE HEREIN
DESCRIBED TRACT:
THENCE LEAVING THE NORTH RIGHT-OF-WAY LINE OF SAID GLADE ROAD,
OVER AND ACROSS THE SAID 31.62 ACRE CITY OF FORT WORTH TRACT AND THE
9.516 ACRE CITY OF FORT WORTH TRACT, THE FOLLOWING COURSES:
NORTH 00030'59" WEST, A DISTANCE OF 594.44 FEET TO A 5/8 INCH IRON
ROD CAPPED "DFW BOUNDARY" SET FOR THE NORTHWEST CORNER OF THE
HEREIN DESCRIBED TRACT:
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EAST\77572040.3
NORTH 89025'58" EAST, A DISTRANCT OF 431.55 FEET TO THE NORTHEAST
CORNER OF THE HEREIN DESCRIBERD TRACT, SAID CORNER ALSO BEING THE
NORTHWEST CORNER OF SAID TRACT 30 FROM WHICH A 5/8 INCH IRON ROD
CAPPED "CARTER & BURGESS" BEARS NORTH 67003'54" WEST, 0.36 FEET:
THENCE SOUTH 00030'59" EAST, ALONG AND WITH THE WEST LINE OF SAID
TRACT 30, A DISTANCE OF 596.65 FEEET TO THE POINT OF BEGINNING AND
CONTAINING 5.90 ACRES OF LAND, MORE OR LESS.
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Recording Requested By And
When Recorded, Mail To:
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
Attention: Leeann K. Kelly -Judd, Esquire
Space Above This Line For Recorder's Use
MEMORANDUM OF ASSIGNMENT OF AGREEMENT OF LEASE
THIS MEMORANDUM OF ASSIGNMENT OF AGREEMENT OF LEASE (this
"Memorandum") is made as of October 2014 (the "Effective Date") among
GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION, a corporation created
and existing pursuant to the provisions of the Development Corporation Act of 1979, as
amended, of the State of Texas ("Assignor"), and CAE SIMUFLITE INC., a Delaware
corporation (formerly known as SimuFlite Training International, Inc.) ("Assignee"), with
respect to the following facts:
A. The Dallas -Fort Worth International Airport Board (formerly known as the
Dallas -Fort Worth Regional Airport Board) (the "Board") is the lessor and Assignor, as
successor by assignment from SimuFlite Training International, Inc. (the "Original Lessee"), is
the lessee under that certain Agreement of Lease, dated as of November 16, 1982, between
Dallas -Fort Worth Regional Airport Board and SimuFlite Training International Inc. (the
"Original Lease"), pursuant to which the Board agreed to lease to the Original Lessee that
certain property located in Tarrant County, Texas, at Dallas -Fort Worth Airport, as more
specifically described on Exhibit A attached hereto and made a part hereof (the "Original
Premises"), as amended by (i) that certain letter dated December 2, 1982 by the Original Lessee
to the Board (the "First Amendment"), (ii) that certain Amendment to Lease, Sublease and Sub -
Lease dated as of November 30, 1982 (the "Second Amendment") and (iii) that certain Third
Amendment to Agreement of Lease dated as of February 22, 1999 (the "Third Amendment"),
pursuant to which the Board agreed to lease to the Assignor, as successor to the Original Lessee,
certain additional property located in Tarrant County, Texas, at the Dallas -Fort Worth Airport, as
more specifically described on Exhibit B attached hereto and made a part hereof (the
"Additional Land," together with the Original Premises, the "Property") (the Original Lease,
as amended by the First Amendment, the Second Amendment and the Third Amendment, the
"Ground Lease").
B. The Memorandum of Agreement of Lease between Dallas -Fort Worth Regional
Airport Board (now known as Dallas -Fort Worth International Airport Board) and SimuFlite
Training International Inc. was recorded among the Official Public Records of Tarrant County,
Texas (the "Land Records") at Volume 7493, Page 29, to effect record notice of the Original
Lease as amended by the First Amendment.
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C. The Memorandum of Amended Agreement of Lease, dated as of February 22,
1999, between the Board and Assignor was filed in the Land Records in Volume 13676 at Page
336, to effect record notice of the Original Lease, as amended by the First Amendment, the
Second Amendment and the Third Amendment.
D. Pursuant to that certain Assignment of Agreement of Lease and Project and Bill
of Sale, dated on or about even date herewith, between Assignor and Assignee (the "Assignment
of the Ground Lease"), Assignor assigned, transferred, set over and conveyed to Assignee, and
its successors and assigns, all of Assignor's right, title and interest in and to the Ground Lease,
the Property, the Project (as defined in the Assignment of the Ground Lease), and all easements,
covenants, and other rights appurtenant to the Property, to have and to hold the same unto
Assignee and its successors and assigns.
E. Assignor and Assignee now desire to record this Memorandum to effect record
notice of the Assignment of Ground Lease.
NOW, THEREFORE, the parties hereto have entered into this Memorandum which
constitutes a memorandum of that certain unrecorded Assignment of the Ground Lease, all the
terms and conditions of which are hereby made a part hereof with the same force and effect as
though fully set forth herein.
This Memorandum may be executed in counterparts, each of which shall be an original
and all of which counterparts taken together shall constitute one and the same instrument.
[Signature Page Follows]
EAST\76670458.4 2
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed,
under seal, effective as of the Effective Date.
WITNESS:
WITNESS:
ASSIGNOR:
GRAPEVINE INDUSTRIAL
DEVELOPMENT CORPORATION
LN
Name:
Title:
ASSIGNEE:
(Seal)
CAE SIMUFLITE, INC., a Delaware corporation
1.2
Name:
Title:
Signature Page to Memorandum of Assignment of Agreement of Lease
EAST\76670458.4
(Seal)
10
Personally appeared before me , a Notary Public,
, with whom I am personally acquainted (or proved to me on
the basis of satisfactory evidence), and who acknowledged that he/she executed the within
instrument for the purposes therein contained, and who further acknowledged that he/she is the
of GRAPEVINE INDUSTRIAL DEVELOPMENT CORPORATION, a
corporation created and existing pursuant to the provisions of the Development Corporation Act
of 1979, as amended, of the State of Texas, and he/she as such officer or duly authorized
representative executed the foregoing instrument for the purposes therein contained, by signing
in the capacity hereinabove set forth.
WITNESS my hand, at office, this day of , 2014.
Notary Public
My Commission Expires:
Signature Page to Memorandum of Assignment of Agreement of Lease
EAST\76670458.4
STATE OF )
COUNTY OF )
Personally appeared before me , a Notary Public, ,
with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence),
and who acknowledged that he/she executed the within instrument for the purposes therein
contained, and who further acknowledged that he/she is the of CAE
SIMUFLITE INC., a Delaware corporation, and he/she as such officer or duly authorized
representative executed the foregoing instrument for the purposes therein contained, by signing
in the capacity hereinabove set forth.
WITNESS my hand, at office, this day of , 2014.
Notary Public
Signature Page to Memorandum of Assignment of Agreement of Lease
EAST\76670458.4
LEGAL DESCRIPTION
ALL THAT CERTAIN TRACT OF LAND BEING 9.19 ACRES, MORE OR LESS,
SITUATED IN THE COUNTY OF TARRANT, STATE OF TEXAS, AND WITHIN THE
BOUNDARY OF DALLAS -FORT WORTH AIRPORT, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE AIRPORT REFERENCE POINT WHICH IS LOCATED AT
TEXAS LAMBERT COORDINATES OF NORTH 447,856.04 AND EAST 2,140,991.46 AND
IS THE BASIS OF A PLANE GRID ESTABLISHED FOR THE DALLAS -FORT WORTH
AIRPORT; THENCE WEST A DISTANCE OF 5,905.05 FEET FROM SAID AIRPORT
REFERENCE POINT TO A POINT; THENCE SOUTH A DISTANCE OF 5,672.27 FEET TO
THE TRUE POINT OF BEGINNING, COORDINATES NORTH 442,183.77 AND EAST
2,135,086.41; THENCE NORTH 89° 43' 05" WEST 670 FEET; THENCE NORTH 596.70
FEET; THENCE EAST 667.89 FEET; THENCE SOUTH 00° 12' 04" EAST 600 FEET TO
THE TRUE POINT OF BEGINNING AND CONTAINING 400,256.77 SQUARE FEET OR
9.19 ACRES, MORE OR LESS. ALL BEARINGS ARE BASED ON, A PLANE GRID
ESTABLISHED FOR THE DALLAS -FORT WORTH AIRPORT AND ARE NOT TRUE
BEARINGS.
BEING AND INTENDED TO BE THE SAME PROPERTY AS DESCRIBED IN THE
MEMORANDUM OF GROUND LEASE BY AND BETWEEN DALLAS -FORT WORTH
REGIONAL AIRPORT BOARD, AS LESSOR, AND SIMUFLITE TRAINING
INTERNATIONAL, INC., AS LESSEE, RECORDED IN VOLUME 7493, AT PAGE 29 OF
THE DEED RECORDS OF TARRANT COUNTY, TEXAS.
ALSO BEING DESCRIBED BY SURVEY OF CARTER & BURGESS, INC. DATED
APRIL 12, 1983, AS FOLLOWS:
ALL OF THAT CERTAIN 9.19 ACRE TRACT OF LAND SITUATED IN THE
JAMES CATE SURVEY, ABSTRACT NUMBER 314, TARRANT COUNTY, TEXAS AND
BEING A PORTION OF THE CERTAIN TRACT OF LAND CONVEYED TO THE CITY OF
FORT WORTH, AS RECORDED IN VOLUME 4623, PAGE 402, TARRANT COUNTY
DEED RECORDS.
EAST\76670458.4
[Additional Land]
BEING A 5.90 ACRE TRACT OF LAND SITUATED IN THE JAMES CATE
SURVEY, ABSTRAT NUMBER 314, TARRANT COUNTY, TEXAS, SAID 5.90 ACRE
TRACT OF LAND BEING A PART OF THAT PARTICULAR 31.62 ACRE TRACT OF
LAND DESCRIBED IN DEED FROM GEORGE H. LOGAN, JR. AND WIFE ERMA LOGAN
TO THE CITY OF FORT WORTH DATED MAY 1, 1968 AS RECORDED IN VOLUME
4623, PAGE 402 OF THE DEED RECORDS OF TARRANT COUINTY, TEXAS (DRCCT),
AND ALSO BEING A PART OF THAT CERTAIN 9.516 ACRE TRACT OF LAND
DESCRIBED IN DEED FROM BERT H. GIBBS AND KATHRYN GIBBS TO THE CITY OF
FORT WORTH DATED JULY 27, 1973 AS RECORDED IN VOLUME 5506, PAGE 298,
DRTCT, THE SAME 9.516 ACRE TRACT OF LAND BEING DESCRIBED IN DEED FROM
BOBBIE H. CHERRY TO THE CITY OF FORT WORTH DATED JULY 21, 1973 AS
RECORDED IN VOLUME 5506, PAGE 302, DRTCT, SAID 5.90 ACRE TRACT BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD CAPPED "CARTER & BURGESS"
FOUND FOR THE SOUTHWEST CORNER OF TRACT 30 (DFW SURFACE 88
COORDINATE, NORTHING 1007703.28, EASTING 410150.45), KNOWN AS THE
TRAINING FACILITY FLIGHT SIMULATOR, DFW AIRPORT LEASE NUMBER 23554 -
H, SAID IRON ROD BEING IN THE NORTH RIGHT-OF-WAY LINE OF GLADE ROAD
(150 FOOT R.O.W.) FROM WHICH A 5/8 INCH IRON ROD CAPPED "CARTER &
BURGESS" FOUND FOR THE POINT OF ITERSECTION (DFW SURFACE
COORDINATE, NORTHING 1007706.48, FASTING 410820.49) OF THE NORTH LINE OF
SAID GLADE ROAD AND THE WEST LINE OF WEST AIRFIELD DRIVE(150 FOOT
R.O.W.) BEARS NORTH 89°43'34" EAST, 670.04 FEET:
THENCE SOUTH 89043'34" WEST, ALONG AND WITH THE NORTH LINE OF
SAID GLADE ROAD, A DISTANCE OF 431.55 FEET TO A 5/8 INCH IRON ROD CAPPED
"DFW BOUNDARY" SET FOR THE SOUTHWEST CORNER OF THE HEREIN
DESCRIBED TRACT:
THENCE LEAVING THE NORTH RIGHT-OF-WAY LINE OF SAID GLADE ROAD,
OVER AND ACROSS THE SAID 31.62 ACRE CITY OF FORT WORTH TRACT AND THE
9.516 ACRE CITY OF FORT WORTH TRACT, THE FOLLOWING COURSES:
NORTH 00030'59" WEST, A DISTANCE OF 594.44 FEET TO A 5/8 INCH IRON
ROD CAPPED "DFW BOUNDARY" SET FOR THE NORTHWEST CORNER OF THE
HEREIN DESCRIBED TRACT:
EAST\76670458.4
NORTH 89025'58" EAST, A DISTRANCT OF 431.55 FEET TO THE NORTHEAST
CORNER OF THE HEREIN DESCRIBERD TRACT, SAID CORNER ALSO BEING THE
NORTHWEST CORNER OF SAID TRACT 30 FROM WHICH A 5/8 INCH IRON ROD
CAPPED "CARTER & BURGESS" BEARS NORTH 67003'54" WEST, 0.36 FEET:
THENCE SOUTH 00030'59" EAST, ALONG AND WITH THE WEST LINE OF SAID
TRACT 30, A DISTANCE OF 596.65 FEEET TO THE POINT OF BEGINNING AND
CONTAINING 5.90 ACRES OF LAND, MORE OR LESS.
EAST\76670458.4
ASSIGNMENT
OF
AGREEMENT OF LEASE AND PROJECT
AND BILL OF SALE
THIS ASSIGNMENT OF AGREEMENT OF LEASE AND PROJECT AND BILL OF
SALE (this "Assignment") is executed as of this day of October, 2014 by GRAPEVINE
INDUSTRIAL DEVELOPMENT CORPORATION, a corporation created and existing pursuant to
the provisions of the Development Corporation Act of 1979, as amended, of the State of Texas (the
"Assignor"), in favor of CAE SIMUFLITE INC., a Delaware corporation (formerly known as
SimuFlite Training International, Inc.) (the "Assignee").
RECITALS:
A. Reference is made to the following documents:
1. The Agreement of Lease (the "Original Lease"), dated as of November
16, 1982, between Dallas -Fort Worth Regional Airport Board (now known as Dallas -Fort Worth
International Airport Board) (the "Board") and SimuFlite Training International Inc. (the
"Original Lessee"), pursuant to which the Board agreed to lease to the Original Lessee that
certain property located in Tarrant County, Texas, at the Dallas -Fort Worth Airport, as more
specifically described on Exhibit A attached hereto and made a part hereof (the "Original
Premises"), to be used for the construction and operation of a flight training facility, which
Original Lease has been amended by (i) that certain letter dated December 2, 1982 by the
Original Lessee to the Board (the "First Amendment"), (ii) that certain Amendment to Lease,
Sublease and Sub -Lease dated as of November 30, 1982 (the "Second Amendment") and (iii)
that certain Third Amendment to Agreement of Lease dated as of February 22, 1999 (the "Third
Amendment"), pursuant to which the Board agreed to lease to the Assignor, as successor to the
Original Lessee, certain additional property located in Tarrant County, Texas, at the Dallas -Fort
Worth Airport, as more specifically described on Exhibit B attached hereto and made a part
hereof (the "Additional Land," together with the Original Premises, the "Property") (the
Original Lease, as amended by the First Amendment, the Second Amendment and the Third
Amendment, as further amended or otherwise modified from time to time, the "Ground
Lease");
2. The Memorandum of Agreement of Lease between the Board and the
Original Lessee filed in the Official Public Records of Tarrant County, Texas (the "Land
Records"), in Volume 7493 at Page 29, to effect record notice of the existence of the Original
Lease, as amended by the First Amendment;
3. The Assignment of Lease, dated as of March 1, 1983, filed in the Land
Records in Volume 7493 at Page 25, pursuant to which the rights of Original Lessee under the
Ground Lease were assigned to the Assignor;
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4. The Memorandum of Amended Agreement of Lease, dated as of February
22, 1999, between the Board and the Assignor filed in the Land Records in Volume 13676 at
Page 336, to effect record notice of the Original Lease, as amended by the First Amendment, the
Second Amendment and the Third Amendment;
5. The Lease and Sublease Agreement, dated as of March 1, 1983, between
the Assignor and The Singer Company (as predecessor in interest to the Assignee) (the
"Original Sublease"), as amended by the Second Amendment;
6. The Assignment and Assumption Agreement, dated as of June 28, 1991,
between BiCoastal Corporation, a Delaware corporation (formerly known as The Singer
Company) (`Bicoastal"), as assignor, and Southern Air Transport, Inc., a Florida corporation
("SAT"), as assignee, pursuant to which all of BiCoastal's right, title and interest in, to under the
Original Sublease were assigned to SAT;
7. The Second Amendment to Lease and Sublease Agreement, dated as of
February 22, 1999, between the Assignor and the Assignee (as successor in interest to SAT
pursuant to certain mergers, assignments and transfers) (the "1999 Sublease Amendment") (the
Original Sublease, as amended by the Second Amendment and the 1999 Sublease Amendment
and as further amended or otherwise modified from time to time, the "Sublease"), pursuant to
which Sublease, the Assignor agreed to lease the Property to the Assignee (all capitalized terms
used herein, but not defined herein, shall have the same meanings as set forth in the Sublease);
and
8. The Memorandum of Amended Lease and Sublease Agreement, dated as
of February 22, 1999, recorded in the Land Records in Volume 13676 at Page 337 to effect
record notice of the Sublease, as amended by the 1999 Sublease Amendment, and the rights of
SimuFlite Training International, Inc., a Delaware corporation (now known as CAE SimuFlite
Inc.), as Tenant thereunder and in regard to the Property.
B. Pursuant to Section 11 of the Sublease, the Assignee has exercised its option to
purchase the Project (as defined in the Sublease) and all of the Assignor's rights under the
Ground Lease;
C. The parties hereto desire to enter into this Assignment to assign, transfer and
convey to the Assignee (1) all of the Assignor's right, title and interest in, under and to (a) the
Project (as defined in the Sublease), (b) all buildings and improvements constructed on the
Property, (c) any and all of the furniture, fixtures, equipment, interior appliances, machines,
apparatus, supplies and all other personal property of every nature and description and all
replacements thereof now owned by the Assignor and located in or on the Property, and (d) any
and all intangible property related to the Property, including without limitation any and all plans
and specifications and other architectural and engineering drawings for the Property and
improvements located on the Property, warranties, contract rights related to the construction,
operation, ownership, or management of the Property and the improvements thereon (but
excluding the Assignor's obligations under the contracts), and governmental permits, approvals,
certificates of occupancy and other licenses to the extent assignable (collectively, the "Project")
and (2) all of the Assignor's rights under the Ground Lease.
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NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Assignor and the Assignee agree as follows:
1. The Assignor hereby assigns, transfers, sets over and conveys to the Assignee,
and its successors and assigns, all of the Assignor's right, title and interest in and to the Ground
Lease, the Project, the Property, and all easements, covenants, and other rights appurtenant to the
Property, to have and to hold the same unto the Assignee, and its successors and assigns, from
and after the date hereof
2. As of the date hereof, the Assignor represents and warrants that (a) the Ground
Lease is in full force and effect and is enforceable in accordance with its terms, and (b) the
Assignee is the current tenant under the Sublease and no other entity or person has any rights,
title or interest under the Sublease other than the Assignor and the Assignee.
3. The Assignor represents and agrees that (a) there are currently no defaults,
breaches, delinquencies, events of default or events which with the passage of time or the giving
of notice, or both, will constitute an event of default by the Assignor, or, to the Assignor's
knowledge, any other party under the Ground Lease or any contract relating to the Property or
the Project to which the Assignor is a party and (b) that the Project and the Assignor's rights
under the Ground Lease are free and clean of all liens and security interests.
4. The Assignor shall not take any action or omit to take any action or make any
agreements which would violate or be inconsistent with the terms of this Assignment or which
would have the effect of impairing the position or interests of the Assignee, and its successors
and assigns, with respect to the Property or the Project or under the Ground Lease.
5. Each of the Assignor and the Assignee agree to execute, acknowledge (where
appropriate) and deliver such other or further instruments of transfer, conveyance or assignment
as the other party may reasonably require to confirm the foregoing, or as may be otherwise
reasonably requested by the Assignee or the Assignor to carry out the intent and purposes hereof.
For avoidance of doubt, the term "Property" as used herein is intended to include the "Premises"
as defined in the Ground Lease.
6. This Assignment and all rights and obligations hereunder, including matters of
construction, validity and performance shall be governed by the laws of the State of Texas
without regard to principles of choice of law.
7. All the covenants, agreements, obligations and representations of the Assignor
herein contained shall be binding upon the Assignor, and its successors and assigns, for the
benefit of the Assignee, and its successors or assigns.
8. This Assignment may be executed in counterparts and each shall be effective as
an original, and a copy, facsimile or telecopy of this executed Assignment shall be effective as an
original. In making proof of this Assignment, it shall not be necessary to produce more than one
counterpart, copy, facsimile, or telecopy of this executed Assignment.
9. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL
CLAIMS OF ANY KIND ARISING UNDER THIS ASSIGNMENT. THE PARTIES HERETO
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ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES
HERETO MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION
WITH COUNSEL OF ITS CHOICE. THE PARTIES HERETO AGREE THAT ALL SUCH CLAIMS
SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A
JURY.
[Remainder of page left blank intentionally]
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WITNESS the execution of this Assignment, under seal, in any number of counterparts as
of the date set forth above.
ASSIGNOR:
WITNESS: GRAPEVINE INDUSTRIAL
DEVELOPMENT CORPORATION
By: (Seal)
Name:
Title:
ASSIGNEE:
WITNESS: CAE SIMUFLITE INC., a Delaware corporation
By: (Seal)
Name:
Title:
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/
1' 1
Personally appeared before me , a Notary Public,
, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who acknowledged that he/she executed
the within instrument for the purposes therein contained, and who further acknowledged that
he/she is the of GRAPEVINE INDUSTRIAL
DEVELOPMENT CORPORATION, a corporation created and existing pursuant to the
provisions of the Development Corporation Act of 1979, as amended, of the State of Texas, and
he/she as such officer executed the foregoing instrument for the purposes therein contained, by
signing in the capacity hereinabove set forth.
WITNESS my hand, at office, this day of , 2014.
Notary Public
My Commission Expires:
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Ma
COUNTY OF
Personally appeared before me , a Notary Public,
, with whom I am personally acquainted (or proved to
me on the basis of satisfactory evidence), and who acknowledged that he/she executed the within
instrument for the purposes therein contained, and who further acknowledged that he/she is the
of CAE SIMUFLITE INC., a Delaware corporation, and he/she
as such officer executed the foregoing instrument for the purposes therein contained, by signing
in the capacity hereinabove set forth.
WITNESS my hand, at office, this day of , 2014.
Notary Public
My Commission Expires:
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10,14,01
[Original Premises]
ALL THAT CERTAIN TRACT OF LAND BEING 9.19 ACRES, MORE OR LESS,
SITUATED IN THE COUNTY OF TARRANT, STATE OF TEXAS, AND WITHIN THE
BOUNDARY OF DALLAS -FORT WORTH AIRPORT, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE AIRPORT REFERENCE POINT WHICH IS LOCATED AT
TEXAS LAMBERT COORDINATES OF NORTH 447,856.04 AND EAST 2,140,991.46 AND
IS THE BASIS OF A PLANE GRID ESTABLISHED FOR THE DALLAS -FORT WORTH
AIRPORT; THENCE WEST A DISTANCE OF 5,905.05 FEET FROM SAID AIRPORT
REFERENCE POINT TO A POINT; THENCE SOUTH A DISTANCE OF 5,672.27 FEET TO
THE TRUE POINT OF BEGINNING, COORDINATES NORTH 442,183.77 AND EAST
2,135,086.41; THENCE NORTH 89° 43' 05" WEST 670 FEET; THENCE NORTH 596.70
FEET; THENCE EAST 667.89 FEET; THENCE SOUTH 00° 12'04" EAST 600 FEET TO THE
TRUE POINT OF BEGINNING AND CONTAINING 400,256.77 SQUARE FEET OR 9.19
ACRES, MORE OR LESS. ALL BEARINGS ARE BASED ON, A PLANE GRID
ESTABLISHED FOR THE DALLAS -FORT WORTH AIRPORT AND ARE NOT TRUE
BEARINGS.
BEING AND INTENDED TO BE THE SAME PROPERTY AS DESCRIBED IN THE
MEMORANDUM OF GROUND LEASE BY AND BETWEEN DALLAS -FORT WORTH
REGIONAL AIRPORT BOARD, AS LESSOR, AND SIMUFLITE TRAINING
INTERNATIONAL, INC., AS LESSEE, RECORDED IN VOLUME 7493, AT PAGE 29 OF
THE DEED RECORDS OF TARRANT COUNTY, TEXAS.
ALSO BEING DESCRIBED BY SURVEY OF CARTER & BURGESS, INC. DATED
APRIL 12, 1983, AS FOLLOWS:
ALL OF THAT CERTAIN 9.19 ACRE TRACT OF LAND SITUATED IN THE JAMES CATE
SURVEY, ABSTRACT NUMBER 314, TARRANT COUNTY, TEXAS AND BEING A
PORTION OF THE CERTAIN TRACT OF LAND CONVEYED TO THE CITY OF FORT
WORTH, AS RECORDED IN VOLUME 4623, PAGE 402, TARRANT COUNTY DEED
RECORDS.
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[Additional Land]
BEING A 5.90 ACRE TRACT OF LAND SITUATED IN THE JAMES CATE SURVEY,
ABSTRAT NUMBER 314, TARRANT COUNTY, TEXAS, SAID 5.90 ACRE TRACT OF
LAND BEING A PART OF THAT PARTICULAR 31.62 ACRE TRACT OF LAND
DESCRIBED IN DEED FROM GEORGE H. LOGAN, JR. AND WIFE ERMA LOGAN TO
THE CITY OF FORT WORTH DATED MAY 1, 1968 AS RECORDED IN VOLUME 4623,
PAGE 402 OF THE DEED RECORDS OF TARRANT COUINTY, TEXAS (DRCCT), AND
ALSO BEING A PART OF THAT CERTAIN 9.516 ACRE TRACT OF LAND DESCRIBED IN
DEED FROM BERT H. GIBBS AND KATHRYN GIBBS TO THE CITY OF FORT WORTH
DATED JULY 27, 1973 AS RECORDED IN VOLUME 5506, PAGE 298, DRTCT, THE SAME
9.516 ACRE TRACT OF LAND BEING DESCRIBED IN DEED FROM BOBBIE H. CHERRY
TO THE CITY OF FORT WORTH DATED JULY 21, 1973 AS RECORDED IN VOLUME
5506, PAGE 302, DRTCT, SAID 5.90 ACRE TRACT BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD CAPPED "CARTER & BURGESS" FOUND FOR
THE SOUTHWEST CORNER OF TRACT 30 (DFW SURFACE 88 COORDINATE,
NORTHING 1007703.28, EASTING 410150.45), KNOWN AS THE TRAINING FACILITY
FLIGHT SIMULATOR, DFW AIRPORT LEASE NUMBER 23554 — H, SAID IRON ROD
BEING IN THE NORTH RIGHT-OF-WAY LINE OF GLADE ROAD (150 FOOT R.O.W.)
FROM WHICH A 5/8 INCH IRON ROD CAPPED "CARTER & BURGESS" FOUND FOR
THE POINT OF ITERSECTION (DFW SURFACE COORDINATE, NORTHING 1007706.48,
EASTING 410820.49) OF THE NORTH LINE OF SAID GLADE ROAD AND THE WEST
LINE OF WEST AIRFIELD DRIVE(150 FOOT R.O.W.) BEARS NORTH 89°43'34" EAST,
670.04 FEET:
THENCE SOUTH 89043'34" WEST, ALONG AND WITH THE NORTH LINE OF SAID
GLADE ROAD, A DISTANCE OF 431.55 FEET TO A 5/8 INCH IRON ROD CAPPED "DFW
BOUNDARY" SET FOR THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED
TRACT:
THENCE LEAVING THE NORTH RIGHT-OF-WAY LINE OF SAID GLADE ROAD, OVER
AND ACROSS THE SAID 31.62 ACRE CITY OF FORT WORTH TRACT AND THE 9.516
ACRE CITY OF FORT WORTH TRACT, THE FOLLOWING COURSES:
NORTH 00030'59" WEST, A DISTANCE OF 594.44 FEET TO A 5/8 INCH IRON
ROD CAPPED "DFW BOUNDARY" SET FOR THE NORTHWEST CORNER OF
THE HEREIN DESCRIBED TRACT:
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NORTH 89025'58" EAST, A DISTRANCT OF 431.55 FEET TO THE NORTHEAST
CORNER OF THE HEREIN DESCRIBERD TRACT, SAID CORNER ALSO BEING
THE NORTHWEST CORNER OF SAID TRACT 30 FROM WHICH A 5/8 INCH
IRON ROD CAPPED "CARTER & BURGESS" BEARS NORTH 67003'54" WEST,
0.36 FEET:
THENCE SOUTH 00030'59" EAST, ALONG AND WITH THE WEST LINE OF SAID
TRACT 30, A DISTANCE OF 596.65 FEEET TO THE POINT OF BEGINNING AND
CONTAINING 5.90 ACRES OF LAND, MORE OR LESS.
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