HomeMy WebLinkAboutC2007-416 - 9/13/2007 - NAASSIGNMENT AND ASSUMPTION OF GUARANTY AGREEMENT
THIS ASSIg1~1~1~T AND ASS~JMPTION OF gUARANTY ACrREEENT
{"guaranty Agreement"}is made as of the l - day of , ~~47, by and
between Mercury Air group, Inc., a Delaware corporation ~"Assignor"~, Macquarie F13O
Holdings, LLC, a Delaware limited liability company ~"Assignee"}, and the City of Corpus
Christi ~"City"}, a Texas home rule municipal corporation
wH~1AS, pursuant to the Consent to Assignment of Hangar and Fixed Base
Operator's Lease dated November 19, ~a02 {the "Consent"}, among the City of Corpus Christi,
Mercury Air tenter-Corpus Christi, Inc, a Texas corporation ~"MAC-CC"} and Assignor, ~ I }
the City consented to the assignment of that Certain Hangar and Fixed Base Operator's Lease
dated as of October 1 ~, 1979 the "Lease"} from Assignor to MAC- and ~~} Assignor agreed
to remain liable in all respects far the performance of each of the terms, covenants, provisions,
conditions and obligations of the Lease until the end of the initial term and each renev~al term of
the Lease the "guaranty"~;
WHEREAS, concurrently herewith, Assignee is acquiring ail of the issued and
outstanding capital stocl~ of Mercury fir Centers, Inc., a Delaware corporation and parent
company of MAC~CC, pursuant to a Stock Purchase Agreement dated April 1 ~, ~~~~;
wHEREA, Assignee desires to assume the Guaranty held by Assignor;
wH~~EAS, the City consents to the assignment and assurr~ptian of the guaranty; and
wHEIAS, in order to release Assignor from the Guaranty, Assignor and Assignee
hereby enter into this guaranty Agreement for the benefit and approval of the City
NOW, THEREFORE, in consideration of the above recitals, the mutual promises and
covenants contained herein, and other goad and valuable consideration, the receipt and
suffcieney of which are hereby acl~nowleded, Assignor and Assignee hereby agree as follows:
1. Assi ng ment. Assignor does hereby transfer, set-over, grant and assign unto
Assignee all Assignor"s right, title, and interest in and to the guaranty.
~. Acceptance of Assignment and Assurr~ption. Assignee hereby accepts the aforesaid
assignment of the guaranty, and Assignee hereby assumes and agrees to be bound by each of the
obligations of Assignor under the Guaranty.
3. Performance under.. Guaranty. Assignee hereby agrees to fully and faithfully
observe, perform, and fulfill all obligations and liabilities of Assignor that are secured by the
Guaranty.
4. Successors. This guaranty Agreenent is binding upon and shall inure to the
benefit of the parties hereto and their successors and assigns,
~1~~7-41G
0~111~7
14lercury Air group
~. Counterparts. This guaranty Agreement tray be executed in multiple counterparts,
all ofwhich tal~en together shall constitute one and the same original,
IN WITNESS wHERE~F, the parties hereto have caused this Guaranty Agreement to
be properly executed as afthe day and year first above written,
N[ERUR~' AIR R~UP, INC.
Assignor
By.
i
Name, ,
Title, ] ~
STATE OF ~.G ~~~ ~-c~C Ch ~ C~. ~
COUNTY OF `. 1~S §
Z, the undersigned, a Notary Public in and for said State and bounty, do hereby certify that
1E~~1r~~ ~ Q,n~ _ ., whose name as ~ title}
of Mercury Air group, inc., a Delaware corporation, is signed to the foregoing instrument and
who is known to me, acknowledged before rr~e this day that he, as such af~ce and with full
authority, executed the same voluntarily for and as the act of said corporation.
liven under my hand and seal on this the ~ day of , 207.
If ~~ ~`
~~.
Notary Public
y cornn~ission expires: ~ c ~ ~ 1
~, ~
~~ ~ ~~
~~ ~~
Assumption and Assignment of Guaranty Page 2 ~f 3
MACQUARIE FBO HOLDINGS, LLC
Assigne
gy; ~J
Name: ~C~+Cr -s~o`~~
Title: C~~ P^~°Srq~2"~
STATE OF §
COUNTY OF (f/~~,.. ~la.~~ ~
I, the undersi ned, a Notary Public in and for said State and bounty, do hereby certify that
~ ~ whose name as c'c~ ~ ~title~
of Macquarie FBA Holdings, L.L.Q., a I]ela~are limited l~abillty company, is signed to the
foregoing instrument and v~ha is l~no~vn to me, acknowledged befoxe me this day that he, a such
office and with full authority, executed the same voluntarily far and as the act of said
corporation.
~~
Liven under my hand and seal on this the ~ day of ~ , ZOO7.
~ ~~
~atary Public
~HAR1 A. ~OU~M~N My commission expires:
~pt$ Pub~jc, ~utat~ of Neer Ya~C
'~ No. ~~ ~~~~ ~a~aa
Q~ua~i~ed ~n Q~~~r~~ ~aanty
mm~s~i~n ~I~e~ ~~ ~ ~00~
Ca
~NS~NT
The undersigned hereby consents to the foregoing asurrrption and assignment of the
guaranty secured by this guaranty Agreement to the Assignee named therein
ATTEST:
Armando Chapa
City Secretary
Date:
CITY ~F ~~P~JS CHRISTI
eo K. Noe
ity Manager
Date: ~ ~'~~~v
~D }0~111:..I~:
Assumption and Assi~nme~t of guaranty
iii th ~, r~una~ey
-~s~i nt Cry Attorney ~~~~ ~ of s
Foy pity Attorney