The Investment Fund, which granted a 100 million euro loan to Behgjet Pacolli's Mabco, demands at all costs the inclusion of Vlora Airport as a borrower in the loan contract. Kapitali publishes the amendment that Delphos and Mabco have made to the loan contract, where the key point remains the inclusion of the concessionaire company VIA as an additional borrower and guarantor for the repayment of the loan.
"As soon as practicable, but in no event later than 30 days from the date of completion of the Airport, Mabco shall cause VIA to deliver to Delphos the Letter of Entry, irrevocably entering into this loan agreement as an additional borrower," the amendment states.
Amendment to the Delphos-Mabco contract
The loan agreement between Delphos and Mabco was amended in August last year, when disputes over the percentage of shares erupted between the two shareholders of Vlora airport.
This seems to have caused the Luxembourg fund to request more guarantees from Behgjet Pacolli, and the main point of these guarantees is making the Airport concession company an additional borrower in the loan that Mabco received from Delphos.
"The Original Borrower (Mabco) declares that the signing of the VIA Side Letter and its entry into the Credit Agreement shall be valid and binding, notwithstanding the non-participation and dissent of the minority shareholder (Valon Ademi) and such non-participation shall not prevent the implementation of the VIA Side Letter," the amendment to the agreement states.
Mabco guarantees for Delphos
Mabco even guarantees Delphos that VIA's inclusion in the loan agreement can only be done with its votes, despite opposition from Valon Ademi.
Letter of Introduction
This is the Letter of Intent that Delphos requests from VIA. In it, the concessionaire must undertake the following:
"Vlora International Airport, VIA shpk agrees to become an additional borrower and to be bound by the terms of the credit agreement between Delphos and Mabco in accordance with clause 23.1 (Additional Borrower) of the agreement," the letter states.
As the document shows, so far this Letter of Intent has only been signed by Mabco, the company through which Behgjet Pacolli owns the shares in VIA. But it has not been signed by VIA itself, because both Valon Lluka and Mentor Hajdaraj, the two administrators of VIA appointed by Pacolli, refused to sign.
Even Lluka, considered Pacolli's right-hand man for many years, strongly opposed the signing of the loan, calling it a violation of the concession agreement.
“Following today's conversation, but also the previous ones regarding Mabco's commitment to financing Delphos, I feel obliged to emphasize once again that any form of financing related to Vlora Airport must be carried out strictly in accordance with the provisions and obligations imposed on the concessionaire company and its partners under the Concession contract and the relevant agreements with the main financier, BKT,” he wrote in an email sent to Emin Pacolli.
Lluka's email where he refused to sign the loan from VIA
Pacolli secretly took the loan
The first 100 million euro loan agreement that Mabco received from Delphos was signed in March last year. The loan secretly taken from the minority shareholder came to light after the conflict erupted between the two shareholders at Vlora airport, Mabco and 2 A group, owned respectively by Behgjet Pacolli and Valon Ademi.
The conflict between Pacolli and Adem erupted over the percentage of shares in the concession company VIA. On paper, VIA was owned 98 percent by Pacolli's Mabco and 2 percent by Adem's 2A Group.
But in 2022, the two shareholders had signed a contract, where Pacolli had agreed to sell 47 percent of the shares to Ademi, bringing the quota structure to 51 percent for Mabco and 49 for 2A Group. But later, Pacolli denied the sale contract, claiming that he had been fraudulently obtained, even though the contract had also been signed and approved by the Mabco assembly.
This conflict deepened when 2A Group discovered that Mabco had secretly obtained a loan from Delphos, which forced VIA to become an additional borrower. After this, Valon Ademi sued Mabco in court, seeking the suspension of its vote in the management of the airport concessionaire company.
Initially, the court decided to suspend Pacolli's Mabco vote in the VIA company, precisely with the argument that secretly obtaining a loan from a partner was a serious legal violation.
The Court's decision suspending Mabco from the administration of VIA
This decision of the first instance court was later confirmed by the Court of Appeal, which suspended Mabco from voting rights in the Vlora airport concession company, giving full administration to Valon Ademi until the case is judged on its merits.
Pacolli fell into the hole he made himself.
This is the big problem for Pacolli at the moment. The 100 million euro loan contract obliges Mabco to include the concession company VIA as an additional borrower in the loan, forcing it to sign the Letter of Incorporation. But since Pacolli no longer has the management of VIA, the letter is not signed.
This is the reason why Pacolli seeks at all costs to regain the administration of the concession company VIA, to make it part of the loan as the contract with Delphos obliges him to do.
But the suspension of the vote by the Court of Appeals seems to have ruined Pacolli's plans quite a bit, even though a clause was placed in the loan amendment that as long as the minority shareholder prevents the taking of actions foreseen in the contract, this will not be considered a breach of the loan agreement or a bankruptcy event.
The loan that Mabco secretly took from its partner in VIA, despite the fact that it imposed that VIA also become a part of it, not only cost it the loss of the administration of the concession company, but now it seems to have also gotten it into trouble with Delphos, which is demanding at all costs to put the airport in debt by having full control, not only over the Airport's revenue flow, but also over the entire financial administration of the airport's concession company.
But as the bottlenecks at Vlora Airport have become multiple, the new date for its opening has been postponed to July, when according to the deadline it should have opened last February.
Editorial
