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HomeMy WebLinkAboutResolution 1186ti. t ''v ?V RESOLUTION WHEREAS, in March of this year the Dallas-Fort Worth International Airport Board approved assignment of the Airport Hotel and Bear Creek Recreation Leases from Amfac, Inc. (Amfac) and Amworth. Associates (Amworth) to DFW Airport Hotel Associates (Associates) and agreed to make certain changes in the leases once assigned, thereby creating New Leases; and WHEREAS, in April of this year the City Councils of Dallas and Fort Worth approved the above-referenced lease assignment and the New Leases; and WHEREAS, the assignment approved by the Airport Board and the two Cities was contingent upon Associates receiving financing suitable to it; and WHEREAS, Prudential Insurance Co„ (Prudential) has requested approval of certain additional changes to the New Leases as a condition of making a loan commitment to Associates; and WHEREAS, the Associates has itself requested certain changes to the New Leases in addition to those previously approved; and WHEREAS, the additional changes requested by Prudential and the Associates are described on Exhibit A attached.hereto and have been approved by the Airport Board: NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH: SECTION 1. That the changes to the New Leases between the Airport Board ,and DFW Airport Hotel Associates described in Exhibit A attached hereto are hereby approved. SECTION 2. That the City Manager is hereby authorized to further signify the Council's approval of the described changes by executing the revised New Leases. SECTION 3. That this resolution shall take effect immediately from and after its passage. 568-86 s EXHIBIT A CHANGES REQUESTED BY PRUDENTIAL r 1) Exemption from the no diversion of business clause for the Leasehold Mortgagee, any purchaser at foreclosure or grantee of a deed in lieu of foreclosure, or successor or assign thereof; 2) In the event of condemnation or casualty while bonds are outstanding and where the Lessee elects to rebuild or repair the premises, any insurance or condemnation proceeds over that necessary to repair or rebuild the premises and pay off the bonds will be paid to Lessee; 3) That the new Leases may not be amended or voluntarily terminated by Board and Lessee without Prudential's approval as Mortgagee; 4) That the Mortgagee shall have the right to approve any decision by Lessee with respect to the rebuilding of the Leased Premises or the termination of the Lease, in the event of casualty or condemnation; 5) That all notices to be provided by the Board to the Lessee also be given to the Mortgagee; -? 6) That the Board's right to purchase certain of Lessee's personalty or trade fixtures in the event of Lease termination shall not apply in the event of a termination which results in a new lease in favor of the Mortgagee; 7) That where insurance or condemnation proceeds are to be distributed between the Board and Lessee in accordance with their respective interests, the Lessee's interest would be deemed to include all options to extend or renew, whether or not then exercised, and determination of the useful life of the facilities would take into account the lease term, including the option or renewal periods; CHANGES REQUESTED BY THE ASSOCIATES 1) The Assignment form would be amended to delete all warranties of Amworth (the West Tower Lessee) to Associates on the nature and condition of its estate in the West Tower. This change does not affect the interests of the Airport Board or of the two cities; 2) That Lessee and its employees, guests, concessionaires, and sublessees have unobstructed, non-exclusive access to existing or future terminals through any existing or future skybridges or pedestrian passageways connecting the Hotels to such terminals; __ - 'Irl-, -' 3) That late payment charges shall not be assessable against a Mortgagee until the expiration of five days after Mortgagee's receipt of written notice of Lessee's non-payment; 4) With Bond Council approval, the Lessee would have the right to prepay the Net Rent by depositing an amount with the Board which could be invested in United States Government securities such that the securities and their earnings would be sufficient, to a mathematical certainty, to pay the principal and interest on the Series 1978 bonds as they become due; 5) That the Board, if requested by Lessee, enter into non-disturbance agreements with sublessees of space in the Leased Premises; 6) The East Tower Leased Premises would be reduced by deleting therefrom approximately half of the 1400-space parking garage adjacent to the East Tower. However, the Associates would be allowed to restrict the use of this reduced space to its patrons, employees and contractors. This right to restrict access to the parking spaces will be contingent upon the Associates providing Bond Counsel with a verification that the spaces are necessary for the hotel operation but are less than those required under industry standards for hotels with a similar number of rooms. This `-w certification is required to satisfy tax laws relating to the Airport Bonds used to construct the facility. 558-86 Y APPROVED BY CIS COUNCIL OCT 14 1986 U9 4ati city Secretary of the City of Fort Worth, Tex= -.2-