HomeMy WebLinkAbout020523 ORD - 11/22/1988AN ORDINANCE
AUTHORIZING THE EXECUTION OF A LETTER OF AGREEMENT ALLOWING
VAN DUSEN AIRPORT SERVICES' CURRENT LENDER, HELLER
FINANCIAL, INC., TO ASSIGN ITS PRESENT MORTGAGE AND SECURITY
INTEREST IN VAN DUSEN'S COLLATERAL TO SECURITY PACIFIC
NATIONAL BANK; AND DECLARING AN EMERGENCY.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1. That there is hereby approved the execution of a Letter of
Agreement allowing Helier Financial, Inc. to assign its mortgage and security
interest in Van Dusen Airport Services' collateral to Security Pacific National
Bank, as requested by Van Dusen Airport Services by letter of July 8, 1988, a
true copy of which is attached as Exhibit "A," and that such transfer shall not
amend or change said leases or the obligations thereunder in any way whatsoever,
and that the City Manager is hereby authorized and directed to execute said
Letter of Agreement.
SECTION 2. That upon written request of the Mayor or five Council
members, copy attached, to find and declare an emergency due to the need for the
efficient and effective administration of City affairs, such finding of an
emergency is made and declared requiring suspension of the Charter rule as to
consideration and voting upon ordinances at three regular meetings so that this
ordinance is passed and shall t ke effe t u on first reading as an emergency
measure this the day of , 19 Kg
ATTEST:
___/1951^-14 (T4__
City Secretary
�.e
OR
APPROVED: �.j DAY OF —4,6-,wrgig( , 19 �
HAL GEORGE, CITY ATTORNEY
sistant 1 attorney
207AG079.ord
THE CITY OF CORPUS CHRISTI, TEXAS
MiCROF11M23
VAN DUSEN
AIRPORT SERVICES
July 8, 1988
FEDERAL EXPRESS
Airport Manager
Route 2
P.O. Box 902
Corpus Christi, TX 78410
RE: Lease agreement between City of Corpus Christi, Texas and
Air Associates, Inc., dated February 27, 1980, as amended,
and as assigned to the present lessee, Van Dusen Airport
Services Company, Limited Partnership (the "Lease")
A controlling interest in Van Dusen Airport Services Company,
Limited Partnership ("Van Dusen") is being acquired by FBO
Acquisition Corp. and members of Van Dusen's management.
Although this transaction will result in a change of ownership in
Van Dusen, Van Dusen will continue to operate as a limited
partnership and will own the same assets, leases and interests
that Van Dusen now owns. Furthermore, Van Dusen's current
management will continue to operate the company and will, as a
result of this transaction, own a significant equity interest in
the company.
A portion of the funds used to purchase Van Dusen's partnership
interests will be provided by a loan from Security Pacific
National Bank. To secure this loan, Van Dusen is committed,
among other things, to give Security Pacific National Bank, all
members of the lending syndicate and their respective successors
and assigns (collectively, the "Lender") a first priority secu-
rity interest in (1) Van Dusen's interest under the Lease, (2)
the rents, profits and revenues that Van Dusen derives from the
Lease, and (3) any other agreements between Van Dusen and you
that relate to airport operation (collectively, the "Col-
lateral").
Col-
1ateral"). Van Dusen is therefore arranging for Heller Finan-
cial, Inc. ("Helier"), which is Van Dusen's current lender, to
assign its present mortgage and security interest in the
Collateral to the Lender. The debt currently owed to Helier from
Van Dusen will be satisfied from the proceeds of the loan from
2626 East 82nd Street • Minneapolis, Minnesota 55425-1323 • (612) 851-3700 • FAX (612) 727-3181 • Telex 933009
Airport Manager -Corpus Christi
July 8, 1988
Page 2
the Lender.
In the unlikely event that Van Dusen defaults on its obligations
to the Lender or to you, the Lender will have the opportunity to
cure the default before termination of the Lease by you and
assign Van Dusen's interest in the Collateral to an airport
operator that i s , of course, reasonably satisfactory to you.
This transaction will not affect the operational provisions of
the Lease or any other lease or agreement to which Van Dusen and
you may be parties or diminish Van Dusen's legal responsibility
to you. In addition, these arrangements will not adversely affect
the service currently provided by Van Dusen.
By your signature below, we ask you to acknowledge and agree (1)
9
to the assignment of Heller's mortgage and security interest to
the Lender as well as to any increase in the amount of the
mortgage that is necessary to fully secure the Lender's loans,
(2) that the Lease is in full force and effect and that there are
no defaults thereunder, (3) that the Lender will have a first
lien against the Collateral, (4) that if Van Dusen defaults under
its agreement with you or the Lender, you will not terminate the
Lease without giving the Lender reasonable notice of such default
and a reasonable opportunity to cure such default and/or to
transfer the Collateral to an airport operator that is reason-
ably acceptable to you, (5) that you will not accept a surrender
of the Lease by Van Dusen without the Lender's consent, (6) that
there will be no amendment or modification of the Lease which
would have a material adverse affect upon the Lender's interest
in the Lease, (7) that, except to the extent the Lender becomes a
tenant under the Lease as a result of foreclosure, the Lender
will have no liability under the Lease, and (8) that you will
execute any documentation necessary to make an effective public
record of the Lender's mortgage and security interests.
The parties to this transaction are committed to closing on or
before July 26, 1988. We would, therefore, appreciate your
signing at the place marked for your signature below and
returning this letter to us as soon as possible. A copy of the
letter is enclosed for your convenience.
Upon completion of this transaction, we believe that we will be
better able to provide the Corpus Christi International Airport
Airport Manager -Corpus Christi
July 8, 1988
Page 3
with the best possible service and facilities. We appreciate
your cooperation, and if there is anything we can do to expedite
this matter, please do not hesitate to call me at (612) 851-3701.
Very truly yours,
Eugene A. DePalma
President
Van Dusen Airport Services Company
Limited Partnership
Acknowledged and Agreed:
Dated:
Corpus Christi, Texas
day of 7'\1'Mi1LO4) , 198
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance
or resolution, an emergency exists requiring suspension of the Charter rule
as to consideration and voting upon ordinances or resolutions at three
regular meetings; I/we , therefore, request that you suspend said Charter rule
and pass this ordinance or resolution finally on the date it is introduced,
or at the present meeting of the City Council.
Respectfully, Respectfully,
99.045.01
Council Members
AYOR
scz1A4,,e/c-/
THE CITY OF CORPUS CHRISTI, TEXAS
The above ordinance was passed by the following vote:
Betty N. Turner
David Berl anga , Sr.
Leo Guerrero
gf)
C1 i f MossT1.) Bi11 Pruet>
Mary Rhodes
Frank Schwing, Jr.
Mary Pat Slavik g4:1)
Linda Strong
(i2lj
20523