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AGREEMENT AUTHORIZING USE OF AIRPORT PROPERTY FOR
<br />OPERATION OF BUSINESS
<br />Section 1. Parties. This agreement (the "Agreement") is made between Caroline Aviation,
<br />L.L.C., Vent Airlines, Incorporated, and the City of San Marcos (the "City") to be effective as of
<br />7ECEMC?FR 1 Sr, 2009 (the "Effective Date").
<br />Section 2. Background. The City is the owner of the San Marcos Municipal Airport (the
<br />"Airport"), situated in San Marcos, Caldwell County, Texas. The City and Caroline Aviation,
<br />L.L.C., LP previously entered into a Lease of Unimproved Airport Property for Construction and
<br />Operation of Business Facilities approved by the governing body of the City on December 14, 2005
<br />(the "Lease"). Pursuant to the Lease, Caroline Aviation, L.L.C. has improved the property with a
<br />hangar located at 2194 Airport Drive, San Marcos, Caldwell County, Texas 78666 (the "Facility").
<br />Caroline Aviation, L.L.C. and Vent Airlines, Incorporated desire to enter into an agreement enabling
<br />Vent Airlines, Incorporated to sublease the Facility for the operation of a business subject to the
<br />approval of the City (the "Sublease").
<br />Section 3. Authorization for Operation of Airport Business by Vent Airlines,
<br />Incorporated. This Agreement authorizes Vent Airlines, Incorporated to operate a business within
<br />the Facility, subject to the terms of this Agreement.
<br />Section 4. Acceptance of Terms of Lease. Vent Airlines, Incorporated acknowledges that
<br />it has received a copy of the documents comprising the Lease. Caroline Aviation, L.L.C. and Vent
<br />Airlines, Incorporated agree that the Sublease shall be subject to all terms and conditions of the
<br />Lease, and that any provision in the Sublease that conflicts with any provision of the Lease is null
<br />and void and of no force or effect. Caroline Aviation, L.L.C. and Vent Airlines, Incorporated agree
<br />not to execute any amendment to the Sublease without obtaining the prior written approval of the
<br />city.
<br />Section 5. Continuing Responsibility of Caroline Aviation, L.L.C. under Lease. The
<br />City and Caroline Aviation, L.L.C. agree that the City's approval of the Sublease, and its
<br />authorization in this Agreement for Vent Airlines, Incorporated to conduct business at the Airport,
<br />do not affect Caroline Aviation, L.L.C.'s obligations under the Lease. Caroline Aviation, L.L.C.
<br />remains fully responsible to the City for compliance with all provisions of the Lease. Caroline
<br />Aviation, L.L.C. shall remain fully responsible to continue making lease payments to the City in
<br />accordance with the Lease.
<br />Section 6. Acceptance of Facility by Vent Airlines, Incorporated. Vent Airlines,
<br />Incorporated acknowledges that 1) neither the City nor Caroline Aviation, L.L.C. makes any
<br />warranty regarding the suitability of the Property or the Facility for Vent Airlines, Incorporated's
<br />intended purposes, or the presence of environmental, geologic, or other site conditions on the
<br />Property or in the Facility that may affect Vent Airlines, Incorporated's use of the Facility; 2) Vent
<br />Airlines, Incorporated accepts full responsibility for determining the suitability of the Facility for its
<br />intended purposes; 3) Vent Airlines, Incorporated has inspected and performed all tests and
<br />investigations of the Facility that Vent Airlines, Incorporated considers necessary to satisfy itself as
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