<br />AGREEMENT AND LEASE
<br />FOR FIXED BASE OPERATIONS
<br />AT CITY OF LA PORTE MUNICIPAL AIRPORT
<br />
<br />THIS AGREEMENT AND LEASE, made and entered into effective the
<br />1st day of January, 2008, by and between the City of La Porte, a
<br />municipal corporation organized and existing under the laws of the
<br />State of Texas, hereinafter referred to as "Lessor", and La Porte
<br />Flight Line, L.L.C., a Texas limited company, organized and
<br />existing under the Laws of the State of Texas, acting herein by and
<br />through its duly authorized officers, hereinafter referred to as
<br />"Lessee."
<br />
<br />WIT N E SSE T H:
<br />
<br />WHEREAS, the Lessor controls and operates an airport known as
<br />La Porte Municipal Airport, located in the City of La Porte, State
<br />of Texas, which airport and any additions or improvements thereto
<br />or changes therein which the Lessor hereafter makes or authorizes
<br />are hereinafter collectively referred to as the "Airport", and,
<br />
<br />WHEREAS, the parties hereto desire to enter into an Agreement
<br />and Lease for the use of premises and facilities at the Airport all
<br />as more fully hereinafter set forth.
<br />
<br />NOW, THEREFORE, for and in consideration of the mutual
<br />covenants and agreements herein contained, the Lessor and the
<br />Lessee do hereby mutually undertake, promise and agree, each for
<br />itself and its successors and assigns, as follows:
<br />
<br />TRANSITION PROVISIONS
<br />
<br />Lessee has obtained by assignment from Gulf Central Aviation,
<br />Inc., all rights to an existing Agreement and Lease for Fixed Base
<br />Operations at the City of La Porte Municipal Airport, dated January
<br />1, 1993, between the City of La Porte, as Lessor, and Gulf Central
<br />Aviation, Inc., as Lessee. Said prior Lease shall terminate as of
<br />December 31, 2007.
<br />
<br />ARTICLE I - TERM OF AGREEMENT
<br />
<br />The term of this Agreement and Lease shall be for a twenty (20)
<br />year period commencing January 1, 2008, and terminating December
<br />31, 2027; provided, however, the term of this Lease shall extend
<br />for two additional five-year renewal options, at the option of
<br />Lessee, unless cancelled by written notice from Lessee to Lessor,
<br />on or before October 31, 2027, in the case of the first five year
<br />renewal option; and on or before October 31, 2032, in the case of
<br />the second five year renewal option.
<br />
<br />ARTICLE II - LEASED PREMISES AND FACILITIES
<br />
<br />1. The Lessor, in consideration of the compensation and sundry
<br />covenants and agreements set forth herein to be kept and performed
<br />by the Lessee, does hereby, and by these presents, demise and lease
<br />unto the Lessee, upon the conditions hereinafter set forth, all of
<br />which the Lessee accepts, the exclusive use and occupancy of the
<br />Leased Premises, to-wit:
<br />
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