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HomeMy WebLinkAboutECAT C01-136 Assignment and agreement with Vail Valley Jet Center-01-ul 11:15 From- HOGAN &HARTSON 720 406 5302 T -456 P.002/003 F -935 1 ASSIGNMENT AND AGREEMENT This Assignment and Agreement (this "Assignment ") is made as of the l' day of May, 2001 by and among Vail Valley Jet Center, LLC, a Colorado limited liability company ( "Assignor "), Eagle County Air Terminal Corporation, a Colorado nonprofit corporation ( "Assignee "), and County of Eagle, State of Colorado (the "County "). Recitals Assignor, Assignee and the County are parties to an Agreement to Purchase Right to Operate a Commercial Terminal and Seventh Amendment to Concession Agreement and Lease dated September 25, 2000 (the "Seventh Amendment "). Pursuant to the Seventh Amendment, Assignor agreed to sell to Assignee the Commercial Terminal Business (as defined in the Seventh Amendment) for I a purchase price of $4.25 million, assuming that the Closing (as defined in the Seventh Amendment) occurs on or before May 1, 2001 and to refrain from conducting a commercial terminal business after the Closing. The Closing is occurring on the date hereof and this Assignment is being delivered to effect the transfer of the Commercial Terminal Business to Assignee. Assignment and Agreement Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged., Assignor and Assignee agree as follows: 1. Transfer of Commercial Terminal Business. Assignor hereby sells, assigns and transfers to Assignee all of Assignor's right, title and interest in and to the Commercial Terminal Business, subject to the provisions of Section 2 of this Assignment. Assignee shall pay the 54.25 million purchase price by wire transfer upon the date hereof 2. Temporary Continuation. The Seventh Amendment contemplated that the Closing would not occur until Assignee had completed an addition to its terminal at the Airport (as defined in the Seventh Amendment) sufficient to serve all of the commercial airlines previously using Assignor's terminal at the Airport. That addition has not been completed and Assignor and Assignee wish to provide for a temporary continuation of Assignor's operation of a commercial terminal solely for the purpose of serving United Airlines and/or any carrier operating under the name "United Express" pursuant to the Supplemental Agreement between Assignor and United Air Lines, Inc. dated April 30, 2001 attached hereto as Exhibit A (the "United Agreement "). The County hereby consents to Assignor's continued operation of a commercial terminal for that limited purpose, and agrees that such continued operation shall be deemed to be permitted by and conducted pursuant to the Agreement (as defined in the Seventh Amendment). Section B.4 of the Seventh Amendment requires that all leases and agreements between Assignor and an airline, and all leases and agreements between .Assignor and a car rental or ground transportation provider in connection with the Commercial Terminal Business shall terminate on or before the date of the Closing. Assignee and the County waive that requirement for purposes of allowing Assignor to continue to operate a commercial terminal as contemplated by this Section 2. The assignment of the Commercial May -01 -01 11 :15 From -HOGAN &HARTSON 720 406 5302 T -456 P- 003/003 F -935 Terminal Business to Assignee shall not include an assignment of the United Agreement or any lease or agreement with a car rental or ground transportation provider, and neither Assignee nor County assumes or shall have any rights or obligations under or in respect of any such lease or agreement. Iu the event that the addition to Assignor's terminal is completed prior to the expiration or other termination of the United Agreement, Assignor agrees to allow United Airlines, Inc. or its assignee to terminate the United Agreement on or after November 1, 2001 upon three business days notice, but without any abatement or rebate of the rent for the month of November, 2001, and to cooperate in effecting a smooth transition of operations thereunder to Assignee's terminal. 3. Termination of Right to Operate Commercial Terminal. Effective as of the Closing, Assignor shall have no right to own, acquire, build or operate a commercial airline terminal at the Airport serving scheduled or charter commercial airlines and their passengers, except as provided in Section 2. Upon the termination of the United Agreement, Assignor shall have no right to own, acquire, build or operate a commercial airline terminal at the Airport serving scheduled or charter commercial airlines and their passengers. IN WIINESS VaMREOF, the parties have executed this Assignment and Agreement as of the day and year first above written. Vail Valley Jet Center, LLC By: Title: Eagle County Air Terminal Corporation .1. MCI, County of Eagle, State of Colorado 1 C:IWIlYDOWSlTEMMSSIGN AND AGT VIDOC _ 2 511101 11 :04 AM Apr-33-01 15:33 Fr=—HOGAMHARTSON UU 4Ub 0duc 1-400 r.u0U0u3 F—ald I EAGLE COUNTY AIR TERN1lNAL CORPORATION Officer's Certificate The undersigned hereby certifies on behalf of Eagle County Air Terminal Corporation, a Colorado nonprofit corporation (the "Company"), that he is the President of the Company, and that as such he is authorized to execute and deliver this certificate in the name and on behalf of the Company, as follows: 1. Attached hereto as Exhibit A is a true, complete and correct copy of each of the Articles and Bylaws of the Company. Such Articles and Bylaws are in full force and effect on the date hereof, and have not been amended, modified or rescinded in any manner. 2. The approval of the Agreement to Purchase Right to Operate a Commercial Terminal and Seventh Amendment to Concession Agreement and Lease dated September 25, 2000 by and among the Company, Vail Valley Jet Center, LLC and Eagle County, Colorado (the "Purchase Agreement ") at the September 25, 2000 meeting of the Board of Directors of the Company has not been modified or rescinded and is in full force and effect as of the date hereof 3- James P. Elwood was, at the time of the execution of the Purchase Agreement, duly elected, qualified and acting as President of the Company, and the signature appearing on the Purchase Agreement is his genuine signature. 4- The Company is duly organized, validly existing and in good standing under the laws of the State of Colorado. No action has been taken by the Company, its stockholders, directors or officers in contemplation of the liquidation, dissolution, merger, consolidation or reorganization of the Company or for the sale of all or substantially all of the assets of the Company. 5- There is no action, suit, inquiry, proceeding or investigation by or before any court or governmental or other regulatory or 240586.04 -Los Angcics Server 2A WORD Document �mO - 6506410 . #22091 A I I Apr —su —u I 10:J0 rrom— nuumianAK I wi tcu Yuu 49UL C) 1 — .+au r•uuaiuua r —a&o administrative agency or commission pending or threatened against the Company or to which the Company is a party, or which questions or challenges the validity of the Purchase Agreement or any action taken or to be taken by the Company pursuant to the Purchase Agreement or in connection with the transactions contemplated thereby. The Company is not subject to any judgment, order or decree which is reasonably likely to have a material adverse effect on the Company or on its ability to acquire any property. IN WITNESS VaMREOF, the undersigned has executed this Officer's Certificate on behalf of the Company on this 1St day of May, 2001. 240586,04 T,os Angelcs server 2A WORD Document %B0 - 65u6a/t0. ff2.2091 v 1 EAGLE COUN'T'Y AIR TERMINAL CORPORATION Apr -26 -01 05:O1pm From- HOGAN &HARTSON +303899 4 T -688 P.005/006 F -970 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Note of Eagle County Air Terminal Corporation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the said Note, with full power of substitution in the premises. Dated: Signature Guaranteed:* NOTICE: The Assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or any change whatever. IF Signature guaranty must be made by a guarantor institution participating in the Securities Transfer Agents Medallion (STAMP) Program. me %tNDE - 65064M. -a 116976 0- M f t Apr -26 -01 05:02pm From -HOGAN RTSON Wri +303899711 SCHEDULE T -688 P.006 /006 F -970 -S- \11DS u 1 16976 v2 Date of Redemption Payment Amount of Redemption Payment Principal Amount Outstanding -S- \11DS u 1 16976 v2