Exhibit 10.1
EXECUTION COPY
CLEVELAND HOPKINS INTERNATIONAL AIRPORT
FIRST SUPPLEMENTAL
SPECIAL FACILITIES LEASE AGREEMENT
WITH
CONTINENTAL AIRLINES, INC.
________________________
1997 Concourse Expansion
________________________
Dated as of
March 1, 1998
________________________
TABLE OF CONTENTS
Page
Section 1. Use of Defined Terms . . . . . . . . . . . . 2
Section 2. Leased Premises; Existing Lease. . . . . . . 3
Section 3. Space in and Adjacent to Terminal Building . 3
Section 4. Indemnification-Bond Matters . . . . . . . . 3
Section 5. Baggage Handling System Special Premises . . 4
Section 6 Basic Rent . . . . . . . . . . . . . . . . . 6
Section 7. Determination and Annual Adjustment of
Basic Rent . . . . . . . . . . . . . . . . . 6
Section 8. Damage or Destruction. . . . . . . . . . . . 7
Section 9. Delivery of Possession . . . . . . . . . . . 8
Section 10. Holding Over . . . . . . . . . . . . . . . . 9
Section 11. Indenture Section 5.02 . . . . . . . . . . . 9
Section 12. Cost Allocation; Budget; Maintenance and
Repair . . . . . . . . . . . . . . . . . . . 9
Section 13. Release of Leased Property . . . . . . . . . 9
Section 14. No Personal Liability. . . . . . . . . . . . 10
Section 15. Interpretation of Agreement. . . . . . . . . 10
Section 16. Entire Agreement; Amendment. . . . . . . . . 10
Section 17. Severability . . . . . . . . . . . . . . . . 10
Section 18. Recording; Memorandum of Lease . . . . . . . 10
Section 19. Letter Agreement Dated February 19, 1998 . . 10
Section 20. Counterparts . . . . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . 11
Exhibit A [Reserved]
Exhibit B-1 Concourse D Special Premises
Exhibit B-2 Concourse C Expansion Special Premises
Exhibit B-3 [Reserved]
Exhibit B-4 [Reserved]
Exhibit B-5 Baggage Handling System Special Premises
Exhibit C Cost Allocation Policy
Exhibit D-1 Form of Disbursement Request -- From Bond Proceeds
Exhibit D-2 [Reserved]
Exhibit E [Reserved]
Exhibit F Maintenance and Repair Responsibilities
Exhibit G [Reserved]
Exhibit H [Reserved]
Exhibit I 1997 Concourse Expansion Budget
Exhibit J [Reserved]
Exhibit K [Reserved]
Exhibit L Letter Agreement Dated February 19, 1998
THIS FIRST SUPPLEMENTAL SPECIAL FACILITIES LEASE AGREEMENT
("Supplemental Agreement") is made and entered into as of this 1st
day of March, 1998 upon the terms and conditions set forth herein,
by and between the CITY OF CLEVELAND, a municipal corporation and
political subdivision of the State of Ohio ("City"), and
CONTINENTAL AIRLINES, INC., a corporation organized and existing
under the laws of the State of Delaware and authorized to do
business in the State of Ohio ("Airline"), to supplement the 1997
Special Facilities Lease defined and described below, under the
following circumstances (capitalized words and terms in these
preambles, unless stated otherwise or unless the context dictates
otherwise, shall have the meanings given to them in Article I
hereof):
WITNESSETH:
WHEREAS, City owns and operates Cleveland Hopkins
International Airport ("Airport"); and
WHEREAS, the Council of City, pursuant to Ordinance No.
1585-A-76, passed on August 16, 1976, authorized City to enter into
agreements and leases substantially in the form attached to that
Ordinance as Exhibit A setting forth the terms on which certain
airlines would lease portions of the Airport from City and be
permitted to use the Airport's facilities; and
WHEREAS, the Council of City, pursuant to Ordinance No.
2551-A-82, passed on June 15, 1983, authorized City to enter into
additional such agreements and leases with additional Scheduled
Airlines (as defined therein); and
WHEREAS, pursuant to Ordinance Nos. 657-87 and 325-87, each
passed by the Council of the City on March 30, 1987, City entered
into an Agreement and Lease with Airline, dated as of May 15, 1987
(the "Original Lease"); and
WHEREAS, Section 20.20 of the Original Lease and Section 3(e)
of Ordinance No. 1773-A-76, passed by the Council of City on August
16, 1976 permit City to issue Special Revenue Bonds to finance and
refinance the construction of any Special Facilities (both as
defined in the Original Lease); and
WHEREAS, pursuant to Ordinance No. 2044-97 (the "Bond
Ordinance"), passed by the Council of City on January 26, 1998, the
Council of City authorized City, among other things, to issue and
deliver its $75,120,000 Airport Special Revenue Bonds, Series 1998
(Continental Airlines, Inc. Project) (the "Bonds"); and
WHEREAS, pursuant to Ordinance No. 561-97, passed by the
Council of City on June 2, 1997 the Council of City authorized
City, among other things, to execute and deliver a Special
Facilities Lease, and City and Airline did thereafter execute a
Special Facilities Lease Agreement dated as of October 24, 1997
(the "1997 Special Facilities Lease") which 1997 Special Facilities
Lease, among other things, secures repayment of bond service
charges on the Bonds by Airline; and
WHEREAS, pursuant to the Bond Ordinance, the Council of City
authorized City, among other things, to issue the Bonds for
additional airport facilities, including certain Special Facilities
not included in the 1997 Special Facilities Lease, and to execute
and deliver this Supplemental Agreement, which is necessary and
appropriate to consummate the transactions contemplated by the Bond
Ordinance and the Bonds;
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants, agreements and conditions contained herein,
the parties hereto agree as follows:
Section 1. Use of Defined Terms. Unless otherwise defined
herein and except as otherwise stated herein, all capitalized words
and terms defined in the Original Lease or the 1997 Special
Facilities Lease and used herein are used herein with the
definition assigned to them in the Original Lease or the 1997
Special Facilities Lease, respectively, and upon the execution and
delivery of this Supplemental Agreement, the term "Agreement" shall
include and incorporate this Supplemental Agreement together with
the 1997 Special Facilities Lease. The following words and terms
are used herein with the following definitions, which definitions
supplement and amend the definitions set forth in Article I of the
1997 Special Facilities Lease:
"Baggage Handling System Special Premises" means that portion
of the Continental Special Facilities relating to certain baggage
handling system improvements, as more specifically described in
Exhibit B-5 hereto.
"Baggage Handling System Term" means the term of this
Agreement pertaining to the Baggage Handling System Special
Premises.
"Bonds" means the City's $75,120,000 Airport Special Revenue
Bonds, Series 1998 (Continental Airlines, Inc. Project), dated as
of March 1, 1998, issued to pay a portion of the Costs of the
Facilities of the Project, as defined in the Bond Ordinance.
"Concourse C Expansion Special Premises" means that portion of
the Continental Special Facilities located on or in Concourse C, as
more specifically described in Exhibit B-2 to the 1997 Special
Facilities Lease, as amended by Exhibit B-2 hereto.
"Concourse D Special Premises" means that portion of the
Continental Special Facilities located on or in Concourse D, as
more specifically described in Exhibit B-1 to the 1997 Special
Facilities Lease, as amended by Exhibit B-1 hereto.
"Concourse Improvements" means the Concourse C Expansion
Special Premises, the Concourse D Special Premises and, except as
otherwise provided herein, the Baggage Handling System Special
Premises.
"Commencement of Occupancy": (a) for purposes of determining
the Term of the lease of each element of the Continental Special
Facilities pursuant to Section 3.01 of this Agreement, means the
date on which the construction of the applicable Continental
Special Facilities (the Concourse C Expansion Special Premises, the
Concourse D Special Premises, the Deicing Pad Special Premises, the
Hydrant Fueling System Special Premises, or the Baggage Handling
System Special Premises, as the case may be), together in each case
with any associated GARB Improvements, has been substantially
completed and such element is usable for its intended purposes; and
(b) for purposes of the payment of Basic Rent for the Concourse D
Special Premises and the Concourse C Expansion Special Premises,
means the earlier of (i) the end of the capitalized interest period
for the GARBs or (ii) the date on which construction of the
Concourse D Special Premises or the Concourse C Expansion Special
Premises, respectively, and, as to each, any associated GARB
Improvements, has been substantially completed and the Concourse D
Special Premises or the Concourse C Expansion Special Premises,
respectively, is usable by Airline for its intended purposes; and
(c) for purposes of payment of Basic Rent for the Baggage Handling
System Special Premises, means the date on which the expansion of
the Terminal Building to house the additional bag claim device to
be known as carousel 11 is substantially completed and useable for
baggage claim functions.
"Continental Special Facilities" means the Concourse D Special
Premises (as more specifically described in Exhibit B-1 to the 1997
Special Facilities Lease, as amended by Exhibit B-1 hereto), the
Concourse C Expansion Special Premises (as more specifically
described in Exhibit B-2 to the 1997 Special Facilities Lease, as
amended by Exhibit B-2 hereto), the Deicing Pad Special Premises
(as more specifically described in Exhibit B-3 to the 1997 Special
Facilities Lease), the Hydrant Fueling System Special Premises (as
more specifically described in Exhibit B-4 to the 1997 Special
Facilities Lease) and the Baggage Handling Special Premises (as
more specifically described in Exhibit B-5 hereto), which premises
shall, except as otherwise provided herein with respect to the
Baggage Handling System Special Premises, be reserved for the
exclusive use and control of Airline to service its passengers,
customers and operations and shall not be open to, available for,
or used by the general public and/or by the passengers, customers
or operations of other airlines or persons.
Section 2. Leased Premises; Existing Lease. City, in
consideration of the payment of Basic Rent, Bond Rent and
Additional Bond Rent and the covenants and agreements stated in the
1997 Special Facilities Lease, as supplemented and amended by this
Supplemental Agreement, agrees to lease the Continental Special
Facilities to Airline, and does hereby confirm the lease made to
Airline pursuant to the 1997 Special Facilities Lease, as hereby
amended and supplemented, and Airline acknowledges such lease of
the Continental Special Facilities. The 1997 Special Facilities
Lease shall remain in full force and effect as originally written,
except as hereby supplemented and amended.
Section 3. Space in and Adjacent to Terminal Building.
Section 2.02(a) of the 1997 Special Facilities Lease is hereby
amended and restated to read in its entirety as follows:
"a. From and after its commencing to occupy the Concourse
Improvements, Airline shall lease the following Concourse
Improvements for the respective purposes shown:
Concourse C
(1) Airline lounge 10,548 square feet
(2) Incident Center 1,000 square feet
(3) Group Lounge 2,500 square feet
Concourse D
(4) Holdroom, passenger
and related space 52,482 square feet
(5) Concourse office and
Operations space 49,871 square feet
(6) Ramp control tower 1,927 square feet
From and after commencing to occupy the Baggage Handling
System Special Premises, Airline shall lease the following
improvements in the Terminal Building for the respective purposes
shown:
(7) Space housing bag claim carousel 11
and space housing lost baggage
rooms 4,000 square feet"
Section 4. Indemnification - Bond Matters. (a) Airline
agrees to indemnify and hold harmless City, its officers and
employees and the members of the Council of City from any claims,
liabilities, costs and expenses incurred on account of (i) the
authorization, issuance, sale, redemption or servicing of the Bonds
or the provision by Airline of any information or certification
furnished in connection therewith (including, without limitation,
any information furnished by Airline for and included in, or used
as a basis for preparation of, any certifications, information
statements or reports made or furnished by City or Airline to
assure the exclusion of the interest on the Bonds from gross income
for federal income tax purposes), or (ii) Airline's failure to
comply with any requirement of this Agreement or the Code
pertaining to the exclusion of the interest on the Bonds from gross
income for federal income tax purposes. Nothing set forth in the
preceding sentence shall be construed to affect the rights and/or
obligations of Airline or City under the 1997 Special Facilities
Lease.
(b) Airline agrees to indemnify the Trustee under the
Indenture with respect to the Bonds for, and to hold it harmless
against, all liabilities, claims, costs and expenses (including
reasonable attorney's fees and expenses) incurred without
negligence or willful misconduct on the part of the Trustee on
account of any action taken or omitted to be taken by the Trustee
in accordance with the terms of the Agreement, the Bonds or the
Indenture, or any action taken at the request of or with the
consent of Airline, including the costs and expenses of the Trustee
in defending itself against any such claim, action or proceeding
brought in connection with the exercise or performance of any of
its powers or duties under the Agreement, the Bonds or the
Indenture.
Section 5. Baggage Handling System Special Premises.
(a) Lease Term. Paragraph (b) of Section 3.01 of the 1997
Special Facilities Lease is amended to add, following existing
subparagraph 3.01(b)(4) thereof, the following subparagraph (5):
"The Baggage Handling System Term shall begin upon the
Commencement of Occupancy of the Baggage Handling System Special
Premises and, unless earlier terminated pursuant to any of the
provisions of this Agreement, shall terminate on the earlier to
occur of the following: (i) that date which is 80 percent of the
weighted average reasonably expected economic life of the
Continental Special Facilities and Related Facilities; or (ii) 30
Years from the Commencement of Occupancy of the Baggage Handling
System Special Premises."
(b) Construction, Operation and Maintenance of Baggage
Handling System Special Premises. The Baggage Handling System
Special Premises shall be constructed, operated and maintained as
an element of the Continental Special Premises pursuant to and in
accordance with the terms of the 1997 Special Facilities Lease
(including but not limited to Articles V and VI thereof), as
amended hereby. To facilitate disbursements from the Construction
Fund to pay Costs of Facilities with respect to the Baggage
Handling System Special Premises, Exhibit D-1 to the 1997 Special
Facilities Lease is hereby amended and restated in its entirety as
Exhibit D-1 hereto.
Airline agrees that in addition to the normal City review of
plans and specifications for all improvements at the Airport,
Airline and City will work cooperatively so that baggage claim or
outbound baggage devices replaced or constructed by Airline and
City at the Airport will be of identical kind, or at least
comparable quality, to the baggage claim and outbound baggage
devices being replaced or constructed by Airline. Airline will
share information with City and will otherwise cooperate and
coordinate in the design, construction and implementation phasing
of such baggage systems toward the goal that the Airport as a whole
will eventually have largely uniform and comparable quality baggage
handling equipment; provided, however, nothing in this commitment
shall require Airline to delay, subject to the necessary City
approvals, the construction and use of the baggage systems to be
financed with special revenue bonds.
Airline shall provide to the Director of Port Control of City
and the Commissioner of Cleveland Hopkins International Airport, at
the notice address provided for the Director of Port Control in
Section 17.05 of the 1997 Special Facilities Lease, copies of all
manufacturers' warranty, if any, maintenance and repair materials
for the equipment and facilities included in the Baggage Handling
System Special Premises, including schedules of each manufacturer's
recommended maintenance activities, and any amendments or
supplements thereto. On or before the Commencement of Occupancy of
the Baggage Handling System Special Premises, Airline shall provide
its proposed maintenance schedule to the City for approval, which
approval shall not be withheld if the schedule comports with the
manufacturer's recommended maintenance schedule. If said schedule
is modified, Airline shall provide such modified schedule to City
for approval, which approval shall not be withheld if the modified
schedule comports with the manufacturer's recommended maintenance
schedule.
On the anniversary date of the Commencement of Occupancy of
the Baggage Handling System Special Premises, and each anniversary
date thereafter for the duration of the Baggage Handling System
Term, Airline shall provide to the Director of Port Control of City
and the Commissioner of Cleveland Hopkins International Airport, at
the notice address provided for the Director of Port Control in
Section 17.05 of the 1997 Special Facilities Lease, certification
that maintenance of the Baggage Handling System Special Premises
has been performed in accordance with the prior approved
maintenance schedule. Failure to provide such certification shall
not be deemed an event of default under the Agreement unless City
notifies Airline of such failure in writing within 60 days of the
date on which the certification in question is due and Airline
fails to provide the certification within 30 days after receiving
City's written notice.
(c) City's Option to Purchase. City shall have the right to
purchase from Airline its leasehold rights under the Agreement to
the Baggage Handling System Special Premises at any time. The
purchase price shall be equal to the original cost of the Baggage
Handling System Special Premises less depreciation, calculated by
utilizing a 15-year useful life, adjusted for new replacement
components to the Baggage Handling System Special Premises paid for
by Airline, except for those necessary construction improvements to
the Terminal Building itself, which will be based upon a 40-year
useful life, provided that (i) Airline is not then currently in
default under the Agreement in its obligation to provide the annual
maintenance certification described in Section 5(b) hereof, and
(ii) Airline provides maintenance certification of the type
described in Section 5(b) hereof, which is dated the date of City's
purchase of the Baggage Handling System Special Premises; and
provided further that said purchase price may be decreased by a
further reasonable amount (A) upon City's demonstration that
Airline did not in fact maintain the Baggage Handling System
Special Premises in accordance with the manufacturer's
recommendations and the prior approved maintenance schedule
described in Section 5(b) hereof, and (B) only if City provides
Airline with written notice of any failure to so properly maintain
the Baggage Handling System Special Premises within 60 days of the
City obtaining knowledge thereof. The Baggage Handling System Term
shall terminate upon payment of the purchase price in accordance
with this Section 5.
Notwithstanding any contrary provision in the Agreement, City
shall have the right to purchase from Airline its rights and
interests in the Baggage Handling System Special Premises as
provided in this Section 5 without any obligation to purchase any
other elements of the Continental Special Facilities or any other
facilities.
Airline acknowledges that City may fund the purchase of
Airline's leasehold interest in the Baggage Handling System Special
Premises with general airport revenue bonds. In the event that
such purchase occurs during the term of the Original Lease or any
replacement thereof requiring a majority in interest ("MII") action
by airlines with respect to the funding of such purchase, Airline
agrees to unconditionally provide MII approval of City's purchase
of the Baggage Handling System Special Premises from Airline.
Airline agrees that it will take such actions as may be requested
by City to implement Airline's support of City's purchase of the
Baggage Handling System Special Premises under applicable MII
procedures (Section 8.07 of the Original Lease), including the
timely delivery of its vote in support of the acquisition.
In the event that City funds the purchase of Airline's
leasehold interest in the Baggage Handling System Special Premises
with certain general airport revenue bonds, the debt service on
those certain bonds shall be allocated to the appropriate Airport
cost center in accordance with the Original Lease or any agreement
succeeding or superseding the Original Lease.
In the event City exercises its right to purchase Airline's
leasehold interest in the Baggage Handling System Special Premises
pursuant to this Section 5, all of the proceeds of such purchase
shall immediately be delivered by Airline to the Trustee for
deposit in the Redemption Account of the Bond Fund, and thereafter
used by the Trustee to the greatest extent possible to redeem Bonds
at the earliest optional redemption date when no premium is payable
(unless Airline directs to redeem at an earlier optional redemption
date by paying the applicable premium) under Section 4.01(a) or, if
applicable, Section 4.01(b), of the Indenture.
Following purchase by City of Airline's leasehold rights under
the Agreement in the Baggage Handling System Special Premises,
Airline shall have a right to preferential use of such Premises
under the terms of the Original Lease, if it is then in effect, or,
if there is an agreement which succeeds or supersedes the Original
Lease, then Airline shall have preferential use of such Premises
under the terms of that agreement for the remainder of that
agreement. Airline's use of the Baggage Handling System Special
Premises following such purchase shall be subject to all applicable
rules and regulations adopted from time to time by City, as those
rules and regulations may be amended from time to time, pursuant to
Section 9.01 of the Agreement.
(d) Determination and Annual Adjustment of Basic Rent.
Notwithstanding any other provision of this Supplemental Agreement
to the contrary, the Baggage Handling System Special Premises shall
constitute "Terminal Building Space" for purposes of the
determination and annual adjustment of Basic Rent pursuant to
Section 7.03 of the 1997 Special Facilities Lease.
(e) Public Access to Premises. Notwithstanding any contrary
provisions of this Agreement:
(i) Those portions of the Baggage Handling System Special
Premises that are necessary for the public to access any and all
baggage claim devices located in the Terminal Building and/or any
points of entrance or exit shall be open to the public.
(ii) Those portions of the Baggage Handling System Special
Premises that are necessary for the purpose of transporting baggage
to any baggage claim devices in the Terminal Building shall be open
to the City, other airlines, and other persons, for such purposes.
Section 6. Basic Rent. Section 7.02 of the 1997 Special
Facilities Lease is amended and restated in its entirety to read as
follows:
"From and after Airline's Commencement of Occupancy of space
in the Concourse D Special Premises, the Concourse C Expansion
Special Premises, or the Baggage Handling System Special Premises,
respectively, Airline shall pay to City Basic Rent for such space
in such premises. The amount of Basic Rent to be paid each
calendar year shall be determined pursuant to Section 7.03."
Section 7. Determination and Annual Adjustment of Basic Rent.
Paragraph (a) of Section 7.03 of the 1997 Special Facilities Lease
is amended and restated in its entirety to read as follows:
"a. As long as the Original Lease remains in effect, the
Basic Rent payable by Airline pursuant to Section 7.02 hereof shall
be determined and readjusted annually as though such Basic Rent
were "Rentals" for purposes of Article VIII of the Original Lease.
For purposes of making such adjustments, the parties hereto
acknowledge and agree that:
(i) The Concourse C Expansion Special Premises and the
Concourse D Special Premises shall constitute part of the
"Concourses", the Baggage Handling System Special Premises
shall constitute part of the "Terminal Building" and the
Concourse C Expansion Special Premises, the Concourse D
Special Premises and the Baggage Handling System Special
Premises shall further constitute "Terminal Concourse Space or
Terminal Building Space leased to a Scheduled Airline" for the
purpose of allocating the rent due under the Original Lease,
provided however that the Concourse Improvement Factor,
referred to in Section 8.04(a)(iii) of the Original Lease,
allocable to the Concourse C Expansion Special Premises, shall
exclude any debt incurred prior to the Effective Date, and
provided further that the Terminal Improvement Factor,
referred to in Section 8.04(a)(ii) of the Original Lease,
allocable to the Baggage Handling System Special Premises,
shall exclude any general airport revenue bond debt incurred
to construct new leased space and shall include any general
airport revenue bond debt incurred which benefits all leased
space in the Terminal Building.
(ii) Debt service requirements of the GARBs allocable
to the connector tunnel described herein at Section 5.02(a)(i)
shall be allocated solely to Concourse D Special Premises for
purposes of calculating the Concourse Improvement Factor
referred to in Section 8.04(a)(iii) of the Original Lease.
Costs allocable to a subsequent connector to Concourse D shall
be allocated solely to the Terminal Complex cost center
excluding the Concourse D cost center."
Section 8. Damage or Destruction. Paragraph (b) of Section
10.03 of the Special Facilities Lease is amended and restated in
its entirety to read as follows:
"b. If there is damage, destruction or loss of any portion
of the Continental Special Facilities or the GARB Improvements
listed at Section 5.02(a)(i) hereof by a risk required to be
insured against under Section 10.04, and the facilities or
improvements so damaged or destroyed are not capable of being
repaired or replaced within:
1. 12 months, if the damage, destruction or loss is related
to the Concourse D Special Premises, then Airline shall have the
option, exercisable by written notice given to City within 60 days
after the occurrence of such event, to terminate this Agreement
forthwith; or
2. 9 months, if the damage, destruction or loss is related
to the Concourse C Expansion Special Premises, then Airline shall
have the option, exercisable by written notice given to City within
60 days after the occurrence of such event, to terminate its
rights, obligations, and responsibilities under this Agreement with
respect to the Concourse C Expansion Special Premises forthwith; or
3. 9 months, if the damage, destruction or loss is related
to the Hydrant Fueling System Special Premises, then Airline shall
have the option, exercisable by written notice given to City within
60 days after the occurrence of such event, to terminate its
rights, obligations, and responsibilities under this Agreement with
respect to the Hydrant Fueling System Special Premises forthwith;
or
4. 90 days, if the damage, destruction or loss is related
to the Deicing Pad Special Premises, then Airline shall have the
option, exercisable by written notice given to City within 60 days
after the occurrence of such event, to terminate its rights,
obligations, and responsibilities under this Agreement with respect
to the Deicing Pad Special Premises forthwith; or
5. 12 months, if the damage, destruction or loss is related
to the Baggage Handling System Special Premises, then Airline shall
have the option, exercisable by written notice given to City within
60 days after the occurrence of such event, to terminate its
rights, obligations and responsibilities under this Agreement with
respect to the Baggage Handling System Special Premises;
provided, however, that precalculations of such time periods shall
exclude consideration of reasonably anticipated acts of superior
governmental authorities and weather conditions; and provided
further, that, if (i) Airline proceeds in good faith with the
diligent repair or replacement of the damaged or destroyed premises
and (ii) the actual time period of such repair exceeds the
applicable time period specifically set forth above in subsections
(1) through (4) of this sentence (not adjusted for reasonably
anticipated acts of superior governmental authorities and weather
conditions), then Airline shall be entitled to an abatement of the
GARB debt service component of Basic Rent described in Section
10.03(a)(iii) hereof for that time period representing the
difference between the actual time period of such repair and such
applicable time period. If this Agreement, or any of Airline's
rights, obligations, and responsibilities hereunder with respect to
a portion of the Continental Special Facilities, as the case may
be, is or are thus terminated: (i) City shall have all rights to
any insurance proceeds it receives as a consequence of the damage
or destruction to the GARB Improvements; (ii) Airline shall have
all rights to any insurance proceeds it receives as a consequence
of the damage or destruction to the Continental Special Facilities,
which, to the extent Bonds are outstanding, Airline agrees to apply
to the payment of Bond Service Charges by depositing such net
proceeds with the Trustee for application in accordance with the
Indenture; and (iii) if any Bonds are outstanding, there shall be
no abatement in the Bond Rent payable by Airline. If this
Agreement, or any of Airline's rights, obligations, and
responsibilities hereunder with respect to a portion of the
Continental Special Facilities, as the case may be, is not or are
not terminated as aforesaid, or if such facilities or improvements
so damaged or destroyed are capable of being repaired or replaced
within the pertinent time period described in the first sentence of
this Section 10.03(b), the provisions of Section 10.03(a) hereof
shall apply; provided, however, that if such damage, destruction or
loss occurs within six months of the Expiration Date, or the
scheduled expiration of the Term of the applicable portion of the
Continental Special Facilities (i.e., Concourse C Expansion Term,
Concourse D Term, Deicing Pad Term, Hydrant Fueling System Term and
Baggage Handling System Term), as the case may be, then Airline
shall have the option either to effect such repair, replacement,
restoration or rebuilding or, in lieu thereof, to terminate
forthwith this Agreement or its rights, obligations, and
responsibilities hereunder with respect to the applicable portion
of the Continental Special Facilities, as the case may be, and make
payment to City of all insurance proceeds received by reason of
such damage, destruction or loss, less an amount equal to the Bond
debt service that would remain as of the date of termination based
on the Assumed Amortization, which withheld amount, to the extent
Bonds are outstanding, Airline agrees to apply to the payment of
Bond Service Charges by depositing such net proceeds with the
Trustee."
Section 9. Delivery of Possession. Article XV of the 1997
Special Facilities Lease is amended and restated in its entirety to
read as follows:
"Except as otherwise may be required under Section 6.03(c) of
this Agreement with respect to the Hydrant Fueling System Special
Premises or under the First Supplemental Special Facilities Lease
with respect to the Baggage Handling System Special Premises,
Airline agrees to yield and deliver to City possession of each
particular element of the Continental Special Facilities (i.e., the
Concourse D Special Premises, the Concourse C Expansion Special
Premises, the Deicing Pad Special Premises, the Hydrant Fueling
System Special Premises and the Baggage Handling System Special
Premises) at the termination of the applicable Term herein, by
expiration or otherwise, or of any applicable renewal or extension,
in good condition in accordance with its express obligations
hereunder, except for damage or loss due to reasonable wear and
tear or fire or other casualty."
Section 10. Holding Over. Article XVI of the 1997 Special
Facilities Lease is amended and restated in its entirety to read as
follows:
"If Airline shall, with the consent of City, hold over after
the expiration or earlier termination of any Term contained in this
Agreement as applicable to any element of the Continental Special
Facilities (i.e., the Concourse D Special Premises, the Concourse
C Expansion Special Premises, the Deicing Pad Special Premises, the
Hydrant Fueling System Special Premises and the Baggage Handling
System Special Premises), the resulting tenancy shall, unless
otherwise mutually agreed, be for an indefinite period of time on
a month-to-month basis. During such month-to-month tenancy,
Airline shall pay to City the same rate of Basic Rent as in effect
at the expiration of the final Additional Term and thereafter as
subsequently adjusted as herein provided, unless a different rate
shall be agreed upon, and shall be bound by all of the additional
provisions of this Agreement insofar as they may be pertinent."
Section 11. Indenture Section 5.02. Section 5.02 of the
Indenture is hereby incorporated by reference as if fully rewritten
herein. In the event City takes over control of the construction
fund related to construction of all or a part of the Continental
Special Facilities pursuant to Section 5.02 of the Indenture,
Airline agrees to assign to City any existing contracts relating to
construction of the Continental Special Facilities, and City agrees
to accept the assignment of any such contracts assigned to it and
to assume all further obligations under such contracts to the
extent of the proceeds of the Bonds in that construction fund
available for the purpose.
Section 12. Cost Allocation; Maintenance and Repair; Budget.
As a result of the amendments to the scope of the Continental
Special Facilities as set forth herein, (i) attached hereto as
Exhibit C is an amended Cost Allocation Policy, which Cost
Allocation Policy shall supersede the Cost Allocation Policy set
forth as Exhibit C to the 1997 Special Facilities Lease, and (ii)
attached hereto as Exhibit F is an amended Maintenance and Repair
Responsibilities that shall supersede the Maintenance and Repair
Responsibilities set forth in Exhibit F of the 1997 Special
Facilities Lease and that may be supplemented or amended from time
to time upon agreement by Airline and the Director of Port Control
of City, which supplemented or amended Exhibit F shall be attached
to the Agreement and thereupon be deemed incorporated. Attached
hereto as a draft Exhibit I is an amended 1997 Concourse Expansion
Budget prepared by Airline and submitted to City for its review and
approval and, upon that approval, such Exhibit I (as the same may
be revised prior to approval) shall be attached to the Agreement
and thereupon be deemed incorporated in the Agreement as Exhibit I,
superseding the 1997 Concourse Expansion Budget set forth as
Exhibit I to the 1997 Special Facilities Lease. Such superseding
Exhibit I may be supplemented or amended from time to time
thereafter upon agreement by Airline and City, which supplemented
or amended Exhibit I shall be attached to the Agreement and
thereupon be deemed incorporated. Approval of any amendments of
the 1997 Concourse Expansion Budget shall be made by the Director
of Port Control and the Fiscal Officer, which approval shall be
evidenced by their certifications on the amended Exhibit I.
Section 13. Release of Leased Property. On City's exercise
of any option to purchase Airline's leasehold interest in any
portion of the Continental Special Facilities granted in the
Agreement, Airline shall deliver, or cause to be delivered, upon
payment of the purchase price to Airline by City, any necessary or
appropriate documents conveying to City all of the Airline's
interests in such portion of the Continental Special Facilities,
subject to the following: (i) those liens and encumbrances (if
any) to which title to said interest was subject when conveyed to
Airline; (ii) those liens and encumbrances created by City or to
the creation or suffering of which City consented in writing; and
(iii) those liens and encumbrances resulting from the failure of
City to perform or observe any of the agreements on its part
contained in the Agreement. Those documents shall be executed and
delivered by the appropriate officials of Airline without the need
for any further action by Airline or City.
Section 14. No Personal Liability. No elected official,
director, officer, agent or employee of either party shall be
charged personally or held contractually liable by or to the other
party under any term or provision of this Supplemental Agreement or
because of any breach thereof or because of its or their execution
or attempted execution.
Section 15. Interpretation of Agreement. This Supplemental
Agreement shall be deemed to have been made in, and be construed in
accordance with the laws of, the State of Ohio.
Section 16. Entire Agreement; Amendment. The 1997 Special
Facilities Lease, as supplemented by this Supplemental Agreement,
constitutes the entire agreement between the parties hereto with
respect to the Continental Special Facilities and supersedes all
other representations or statements heretofore made, oral or
written, except as otherwise herein provided. This Supplemental
Agreement may be amended only in writing, and executed by duly
authorized representatives of the parties hereto in accordance with
the terms applicable to amendments to the Agreement as set forth in
the Indenture, provided that the description of the improvements
set forth in the 1997 Special Facilities Lease as herein revised
may be revised from time to time on the written request of Airline
approved in writing by the Director of Port Control on behalf of
City, provided that no such revision materially alters the
Continental Special Facilities as initially contemplated hereunder.
Section 17. Severability. In the event any covenant,
condition or provision herein contained is held to be invalid by a
court of competent jurisdiction, the invalidity of any such
covenant, condition or provision shall in no way affect any other
covenant, condition or provision herein contained, provided the
invalidity of any such covenant, condition or provision does not
materially prejudice either City, Trustee, Bondholders, or Airline
in their respective rights and obligations contained in the valid
covenants, conditions and provisions of this Agreement.
Section 18. Recording; Memorandum of Lease. This
Supplemental Agreement shall be recorded with the Recorder of
Cuyahoga County or, in the alternative, in the event that either
party so requests, the parties hereto shall execute, attest,
acknowledge and deliver for recording with the Recorder of Cuyahoga
County a short form Memorandum of Lease of this Supplemental
Agreement, to be executed pursuant hereto in the form and content
prescribed by Section 5301.251 of the Ohio Revised Code.
Section 19. Letter Agreement Dated February 19, 1998.
Airline and City have memorialized certain other agreements
pertaining to the Agreement that are contained in a Letter
Agreement dated February 19, 1998, attached hereto as Exhibit L.
Those provisions of said Letter Agreement that pertain to the
agreement, specifically excluding paragraphs numbered "2" and "3",
are hereby incorporated into this Supplemental Agreement. To the
extent that such provisions in the Letter Agreement conflict with
any other provisions in the Agreement, the latter shall govern.
Section 20. Counterparts. This Supplemental Agreement may be
executed in multiple counterparts, each of which shall be deemed an
original, but all of which together shall constitute the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be duly executed as of the day and year first above
written.
WITNESSES as to those signing on CITY OF CLEVELAND
behalf of the City of Cleveland:
_____________________________________ By: ___________________
Printed Name:________________________ Michael R. White, Mayor
Printed Name:________________________
_____________________________________ By: ___________________
Printed Name:________________________ Martin Carmody, Director
of Finance
Printed Name:________________________
_____________________________________ By: ____________________
Printed Name:________________________ ________________________,
__________ of Port Control
Printed Name:________________________
The within instrument is hereby approved as
to legal form and correctness on March _____, 1998
Director of Law
By ___________________________
Assistant Director of Law
WITNESSES as to those signing on CONTINENTAL AIRLINES, INC.
behalf of Continental Airlines, Inc.:
___________________________________ By:_______________________
Printed Name:______________________ Holden Shannon,
Vice President,
Corporate Real Estate
___________________________________
Printed Name:______________________
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said County, personally
appeared Michael R. White, known to me to be the person who, as
Mayor of the City of Cleveland, executed the above and foregoing
Agreement and acknowledged that, being duly authorized by Ordinance
of the Council of the City of Cleveland, he signed said Agreement
for and on behalf of the said City as its free and voluntary act,
and as his own free and voluntary act.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial
seal this _______ day of __________________, 1998.
_____________________________
Notary Public
My commission expires:
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said County, personally
appeared Martin Carmody, known to me to be the person who, as
Director of Finance of the City of Cleveland, executed the above
and foregoing Agreement and acknowledged that, being duly
authorized by Ordinance of the Council of the City of Cleveland, he
signed said Agreement for and on behalf of the said City as its
free and voluntary act, and as his own free and voluntary act.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial
seal this _______ day of __________________, 1998.
______________________________
Notary Public
My commission expires:
STATE OF OHIO)
) SS:
COUNTY OF CUYAHOGA )
Before me, a Notary Public in and for said County, personally
appeared __________________________________, known to me to be the
person who, as _______________________________________________ of
Port Control of the City of Cleveland, executed the above and
foregoing Agreement and acknowledged that, being duly authorized by
Ordinance of the Council of the City of Cleveland, she signed said
Agreement for and on behalf of the said City as its free and
voluntary act, and as her own free and voluntary act.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial
seal this _______ day of __________________, 1998.
____________________________
Notary Public
My commission expires:
STATE OF ________ )
) SS:
COUNTY OF _________ )
Before me, a Notary Public in and for said County, personally
appeared Holden Shannon, known to me to be the person who, as Vice
President, Corporate Real Estate, of Continental Airlines, Inc.,
executed the above and foregoing Agreement and acknowledged that,
being duly authorized by Resolution of the Board of Directors of
said Corporation, he signed said Agreement for and on behalf of the
said Corporation as its free and voluntary act and as his own free
and voluntary act.
IN WITNESS WHEREOF, I have hereunto set my hand and notarial
seal this ______ day of ________________________, 1998.
_________________________
Notary Public
My commission expires:
Exhibit B-1
Concourse D Special Premises
(Concourse D Generally. A proposed Concourse D (of approximately
170,000 gross square feet) is to be constructed parallel to
Concourse C and to accommodate up to 12 EMB 145 regional jets and
up to 24 turbo-prop aircraft for the Continental Express, Inc.,
operation. The new Concourse D will include passenger facilities,
airline operation support, building support, and concessions,
including all necessary furniture, equipment, and utilities.
Concourse D is to be configured with a central two-story component
providing concourse-level jetbridge loading of the regional jets.
The ramp level of this component will house Airline operations and
building support.)
Concourse D Special Premises. The Concourse D Special Premises
consist of the following exclusive use areas and facilities of
Concourse D: holdroom, passenger and related space, concourse
office and operations space, a ramp control tower, and furniture,
equipment, and other moveable personal property necessary or
appropriate for the use of Concourse D. In addition, the Concourse
D facilities leased to Airline will include nonexclusive use rights
with respect to the building support facilities funded in part with
the proceeds of the Bonds. The diagrams on the immediately
following two pages depict the approximate dimensions and proposed
locations of the various elements of the Concourse D Special
Premises. The diagram on the third page following this page
depicts the approximate height and dimensions of the Concourse D
ramp control tower.
Exhibit B-2
Concourse C Expansion Special Premises
(Concourse C Expansion Generally. Improvements to the existing
Concourse C are to include a new approximately 10,548 square-foot
Presidents Club (an airline lounge) on the concourse level, removal
of the existing Presidents Club (to allow for holdroom expansion),
jetbridge reconfiguration for revised aircraft layout, improvements
of operations areas at the ramp level underneath the new
President's Club, including an approximately 1,000 square-foot
incident center and an approximately 2,500 square-foot group room,
and construction, installation or relocation of all necessary
utilities.)
Concourse C Expansion Special Premises. The exclusive use areas
comprising the Concourse C Expansion Special Premises will include
the new Presidents Club, the incident center and the group room
(beneath the new Presidents Club), as well as all necessary or
appropriate furniture, equipment, and other moveable personal
property. The diagram on the following page is attached for the
purpose of generally depicting the proposed location of these
facilities.
Exhibit B-5
Baggage Handling System Special Premises
Baggage Handling System Special Premises. Improvements to baggage
handling systems located in the Terminal Building are to include
further expansion of the bag claim area (of approximately 4,000
square feet) beyond that referenced in Exhibit J-7 of the
Agreement, including an additional bag claim device, replacement of
an outbound bag support system, and replacement of baggage claim
devices 8 and 9. The diagram on the following page is attached for
the purpose of generally depicting the proposed location of the
building expansion.
Exhibit C
Cost Allocation Policy
GARB-Related Costs
. All costs associated with the connector tunnel between
Concourses C & D, including its vertical transportation
components, moving sidewalks, structure, mechanical,
electrical, and plumbing systems, and architectural fit-up
. All site and ramp costs for the area five feet outside of the
Concourse D building perimeter (concourse-level floor plate
projected downward) and beyond
. Costs of constructing and installing utilities in that area
which is five feet outside of the Concourse D building
perimeter (concourse-level floor plate projected downward) and
beyond
. Costs of relocating underground utilities in public areas or
preferential use areas
. Within the footprint of Concourse D, all costs associated with
non-exclusive spaces, such as:
. All retail and concession areas
. Certain building support areas/systems
. Public toilet rooms
. Public circulation
. Drive-through lanes (2)
. Drive-through triturator
. All costs associated with the permanent rental car relocation
. All costs associated with the outbound bag room, bag claim and
security check point expansion in the Terminal Building
Bond-Related Costs
. All site and ramp costs of the area extending from the face of
the Concourse D building at ramp level (note five-foot overhang
of concourse level) to a point 10 feet outward
. Costs of constructing and installing utilities in Airline's
Concourse D leasehold, including costs of constructing and
installing utilities in the area extending from the face of the
Concourse D building at ramp level to a point 10 feet outward
. All costs associated with the Hydrant Fueling System Special
Premises, the Deicing Pad Special Premises ("Pad 2"), and the
Baggage Handling Systems Special Premises
. All costs associated with the airline lounge ("Presidents
Club") on Concourse C
. Within the footprint of Concourse D, all costs associated with
exclusive use spaces, such as:
. Airline operations areas:
. Ramp control tower
. Dedicated communications rooms
. Jetbridges and other equipment
. Cart staging
. GSE parking
. Airline passenger facilities:
. Holdrooms
. Ticketing areas
. Service centers
. Site preparation costs associated with the interim relocation
of rental car facilities for which Airline shall not receive
reimbursement from other sources of funds
GARB-Related/Bond-Related Mixed Costs
. All Costs of the Facilities not directly allocable to GARB-
related costs or Bond-related costs in accordance with the
foregoing provisions of this Cost Allocation Policy shall be
allocated as follows:
. Concourse D
64.76% to Bonds
35.24% to GARBs
(based on the ratio of exclusive use square footage (104,280
square feet) to non-exclusive use/non-"shared" square footage
(56,753 square feet, representing 75,779 square feet of non-
exclusive use space minus 19,026 square feet of "shared"
building support systems space -- see below))
. Ground Service Equipment Paving
09.23% to Bonds
90.77% to GARBs
(based on the ratio of square footage under the Concourse D
building and within five feet outside of the Concourse D
building perimeter (concourse-level floor plate projected
downward) (10,860 square feet) to the square footage more
than five feet outside of the Concourse D building perimeter
(106,740 square feet))
. Site Paving
00.91% to Bonds
99.09% to GARBs
(based on the ratio of square yardage within five feet
outside of the Concourse D building perimeter (concourse-
level floor plate projected downward) (1,200 square yards) to
the square yardage more than five feet outside of the
Concourse D building perimeter (131,100 square yards))
. Direct Costs
45.51% to Bonds
54.49% to GARBs
(based on the ratio of the Bond-related portions of the 1997
Concourse Expansion Budget ($65,864,747) to the GARB-related
portions of said Budget ($78,854,637); the parties agree that
these percentages are subject to change to reflect Bond-
funded items not listed on the 1997 Concourse Expansion
Budget (Exhibit I))
. Building Support Systems for Concourse D
Costs of certain elevators, fire stairs and dedicated egress,
MEP systems distribution, and dumpster locations shall be
allocated according to the percentages specified under
"Concourse D" above. The diagrams on the following two pages
depict the location of the 19,026 square feet of "shared"
building support systems space subject to such allocation.
. Relocation of Utilities within Exclusive Leased Areas
50.00% to Bonds
50.00% to GARBs
Exhibit D-1
Form of Disbursement Request -- from Bond Proceeds
TO: Chase Manhattan Trust Company, National Association,
as Trustee
Date: __________________________ Requisition No. __________
This Disbursement Request is made pursuant to Article V of the
Special Facilities Lease Agreement dated October 24, 1997, as
supplemented and amended by the First Supplemental Special
Facilities Lease Agreement dated as of March 1, 1998, each between
Continental Airlines, Inc., and the City of Cleveland, Ohio
(collectively, the "Agreement"), and the Trust Indenture dated as
of March 1, 1998, between the City of Cleveland, Ohio, and you
relating to the City's $75,120,000 Airport Special Revenue Bonds,
Series 1988 (Continental Airlines, Inc. Project). Capitalized
words have the meanings set forth in the Agreement. A copy of this
Disbursement Request (with all attachments) is being submitted to
the City's Project Manager (City of Cleveland, Department of Port
Control, Cleveland Hopkins International Airport, 5300 Riverside
Drive, Cleveland, Ohio 44135-3193) and Fiscal Officer (City of
Cleveland, Department of Finance, Cleveland City Hall, 601 Lakeside
Avenue, Cleveland, Ohio 44114, attn: Director).
Airline requests payment or reimbursement for its payment of
Costs of Facilities of the Continental Special Facilities in the
respective amounts set forth in the attached Requisition Schedule.
In connection therewith Airline represents and agrees as follows:
1. The Costs of the Facilities for which payment or
reimbursement is requested are for (fill in the amounts):
Concourse C $_______________________________
Concourse D (including interim
rental car facilities
relocation) $_______________________________
Deicing Pad $_______________________________
Hydrant Fueling System $_______________________________
Baggage Handling System $_______________________________
Utilities $_______________________________
Direct Labor $_______________________________
Costs of Issuance $_______________________________
Other Nonconstruction Costs $_______________________________
2. Obligations in the amounts stated in the attached
Requisition Schedule have been incurred by Airline for Costs of the
Facilities referenced in Paragraph 1, and each item specified in
the Requisition Schedule is properly payable from the Construction
Fund and has not been the subject of a prior requisition for
payment from the GARBs or the Bonds.
3. There has not been filed with or served upon Airline
notice of any lien, right to lien or attachment upon, or claim
affecting the right to receive payment of, any of the monies
payable to any of the payees listed in the Requisition Schedule
which has not been released or will not be released simultaneously
with the payment of such obligation.
4. The portion of the work for which payment is being
requisitioned has been satisfactorily performed in accordance with
applicable plans and specifications approved, or deemed approved,
pursuant to the Agreement.
5. $______________________ of the costs listed in the
attached Requisition Schedule represent costs of issuance with
respect to the Bonds (within the meaning of Section 147(g)(2) of
the Code). The total costs of issuance paid to date, including the
payments to be made pursuant to this Requisition, are not in excess
of 2% of the proceeds of the Bonds.
6. Either (i) at least 95% of the net proceeds of the Bonds
expended to the date of the payment hereby requested from the
Construction Fund will have been used to acquire, construct, and
equip an airport facility within the meaning of Section 142 of the
Code, or (ii) 100% of the net proceeds of the Bonds hereby
requested from the Construction Fund, other than amounts requested
in (5) above, if any, will be used to acquire, construct and equip
an airport facility within the meaning of Section 142 of the Code.
7. Except as permitted by the Code, no obligation for which
payment or reimbursement is sought was originally paid before
February 13, 1997.
8. No Event of Default or Construction Period Event of
Default by Airline under the Agreement has occurred and is
continuing.
CONTINENTAL AIRLINES, INC.
By: ____________________________
Printed Name: __________________
Title: _________________________
[Attach Requisition Schedule, including invoices (or copies
thereof).]
REQUISITION SCHEDULE
This Requisition Schedule applies to Requisition No. ___________,
requesting disbursement of funds from the Construction Fund
pursuant to the Trust Indenture dated as of March 1, 1998 between
the City of Cleveland, Ohio, and Chase Manhattan Trust Company,
National Association, as Trustee.
Invoices (or copies thereof) are attached to support each
amount.
Payee Amount Purpose
Exhibit F
Maintenance and Repair Responsibilities
Responsibility Definition or Responsible
Center Reference Item Party
Air Conditioning/Heating: 1 a to h City
Central System 1 i City
Air Distribution 2 a to g to lease City
line
2 a & b within City
leasehold
2 c to g within Airline
leasehold
Domestic Hot Water; 3 a & b to lease line City
Circulating Hot Water 3 a & b within Airline
Heat; Chilled Water leasehold
Distribution System
Temperature Controls
which includes: 4 a to e to lease City
line
4 a to e within Airline
leasehold
Water & Sewerage:
Main & Rough-In Lines to lease line City
within leasehold City
Fixtures to lease line City
within leasehold Airline
Rough-In Stoppages (which
may include use of
diagnostic cameras to
identify such stoppages) City
Fixture Stoppages Airline
Storm Drains to lease line City
within leasehold City
Power Supply:
Line side City
Main Feed City
Circuit Panels to lease line City
within leasehold Airline
Backup Generators for
Concourses C and D Airline
Fire Protection System 5 a, c, e City
5 b, d Airline
Building Structure
Interior 6 a to g to leasehold City
Interior 6 a to g within Airline
leasehold
Exterior 6 a, e, f Airline
Exterior 6 b, c, d, g, h City
Cleaning 7 a to j within Airline
leasehold
Extermination within leasehold Airline
Window Washing
Interior within leasehold Airline
Interior to lease line City
Exterior within leasehold
(ramp level) Airline
Exterior within leasehold
(boarding level) City
Exterior to lease line City
Interior and Exterior
Windows of Ramp
Control Tower on
Concourse D Airline
Loading Bridges/Mech Systems 8 a & b Airline
Electrical
Interior 9 a to g within Airline
leasehold
Interior 9 a to g to lease City
line
Exterior 9 a, d, f City
Exterior 9 b to lease line City
Exterior 9 b, c, e within Airline
leasehold
Exterior 9 g Airline
Plumbing & Fixtures
Within leasehold 10 a to f Airline
Public Area 10 a to f City
Preferential Ramp & Apron 11 a to e, g, h Airline
11 f, i City
Security Access Points and
Associated Controls 12 a within leasehold Airline
12 b City
Environmental 13 a to d Airline
Miscellaneous:
Public Address System 14 a City
F.I.D.S. 14 b Airline
Airline Finishes & 14 c Airline
Improvements
Elevators/Escalators 14 d City
Speedwalks 14 e City
Stairwells 14 f Airline
14 g City
Triturator 14 h City
Baggage Facilities:
Outbound Bag Support 15 a Airline
System
Baggage Conveyor 15 b Airline
Baggage Claim Area -- 15 c Airline
Interior
Baggage Claim Area -- 15 d City
Interior
Baggage Claim Area -- City
Exterior
DEFINITIONS AND REFERENCES
1. Air Conditioning/Heating
Central Systems within apron-level mechanical rooms which
serve public areas and Airline leasehold within the terminal which
includes:
a. Air Handlers
b. Heating and Ventilating Units
c. Exhaust Fans
d. Perimeter/Reheat Convertor Systems
e. Pneumatic Compressors and Filtration Systems
f. High/Low Pressure Reducing Stations
g. Circulating Hot Water Heat and Condensate Distribution
System from Valve Room II to Penthouse Mechanical
Rooms
h. Chilled Water Supply and Return from Valve Room II to
Penthouse Mechanical Rooms
i. Heating and ventilating units, unit heaters, exhaust
fans and associated controls, both electric and
pneumatic, which serve exclusive use premises
2. Central Systems Air Distribution which includes:
a. Supply, return and exhaust duct work in ceiling space
of tenant areas
b. Associated hardware with duct work such as: Volume
dampers and diverting vanes
c. Repair and cleaning of all ceiling diffusers for
supply, return and exhaust air
d. Balancing of system
e. Air distribution as listed above on zones off existing
systems back to the main supply air duct and return
air duct
f. Cleaning of coil face annually
g. Associated dampers, linkage filters and motors (Mixed
Boxes)
3. Domestic Hot Water, High Pressure Steam, Chilled Water
Distribution Systems:
a. Associated piping, valves and strainers back to the
main supply and return connection
b. All pipe covering in ceiling back to the main supply
and return connections
4. Temperature Controls which include:
a. All thermostats pneumatic or electric maintenance and
calibration
b. All wiring and pneumatic control tubing from
thermostats to operating device to ceiling
c. Pneumatic control and electric control valves,
including diaphragms, valve stem and seat
d. Thermostats and maintenance and repair of other unit
heaters
e. All temperature controls and associated systems listed
above connecting to existing systems back to the main
connections
5. Fire Protection System
a. Sprinklers
b. Fire Hoses
c. Fire Alarms
d. Fire Extinguishers
e. Hydrants
6. Building Structure
Interior
a. Maintenance and repair of walls and columns such as
painting, plastering, wall papering and cove base
b. Maintenance and repair of metal and wooden doors and
associated hardware such as hinges, door knob
assemblies, locks and latch assemblies
c. Maintenance and repair of any glass panels or door
glass
d. Maintenance and repair to plaster, dropped or metal
ceilings and associated framework
e. Maintenance and repairs to ceramic tile, wooden and
carpeted floors
f. Maintenance, repairs and cleaning of signs
g. Maintenance and repair of ticket counters and holdroom
furniture/fixtures
Exterior:
a. Painting, maintenance and repair of exclusive area
such as overhead doors, window and door frame work
b. Caulking of walls, windows, panels and framework
c. Masonry and carpentry repairs to architectural facades
or building skin
d. Roof drains to remain free of debris
e. All attached enclosures such as canopies and conveyor
housing
f. Maintenance, repairs and cleaning of tenant signs
g. Cleaning and repairs to glass
h. Roof maintenance
7. Cleaning
Cleaning of demised premises which includes:
a. Walls
b. Ceilings
c. Floors
d. Windows
e. Fixtures
f. Furniture
g. Ceiling Diffusers
h. Trash Removal including dumpsters in accordance with
City specifications
i. Equipment storage areas
j. Holdroom areas
8. Loading Bridges/Mechanical Systems
a. Daily maintenance and repair of loading bridges.
Maintenance and repair of mechanical support
equipment, including inbound and outbound baggage
conveyor systems, scales, etc., by acceptable
contractor or by Airline's maintenance personnel.
b. ADA-required lift for jetways/commuter walkways
9. Electrical
Interior:
a. Cleaning of fixtures and shades
b. Replacement of burnt bulbs
c. Replacement of burnt ballasts and starters
d. Repairs to wall outlets and wall switches
e. All associated wiring within Airline's space
f. Replacement of burnt bulbs and ballast for signs
g. Airline installed panels
Exterior:
a. Maintenance, repairs and cleaning of perimeter flood,
apron and obstruction lighting and associated wiring
and conduit
b. Maintenance and repairs to weatherproof outlets,
electrical panels, transformers, local disconnects and
associated wiring and conduit
c. Maintenance and repairs to luminated tenant signs
d. Fixed pole ramp lighting
e. Ground power system
f. Electrical panels and transformers for public areas
and fixed pole ramp lighting
g. Tenant-installed lighting
10. Plumbing
a. All water closets, lavs, urinal and associated piping
and hardware such as flushometers, faucets and soap
dispensers
b. Sanitary napkin dispensers
c. Towel dispensers and trash containers
d. Partitions and hardware such as hinges, door latch
assembly and coat hooks
e. Water fountains piping and refrigeration compressors
and controls
f. Floor drains are to have proper catch basin with
strainer to keep drain free of debris
11. Preferential Ramp and Apron
a. Daily FOD inspection and removal of debris, grease,
oil, fuel or other foreign material on ramp or apron
areas
b. Cleaning with degreasing solvent on a routine basis
consistent with usage
c. Maintenance and repairs to bumpers, rails or other
guides
d. Striping for parking of aircraft and ground equipment
in accordance with approved City procedures
e. Ramp and apron drains to be cleaned of debris on a
scheduled basis
f. Minor pavement repairs
g. Sweeping
h. Snow removal, ice removal, and sanding
i. Operation and maintenance of snow melters; structural
pavement repairs and rehabilitation
12. Security Access
a. Door hardware, i.e.: latches, locksets, hinges,
closures, door frames, thresholds and panic hardware
b. All electronic components i.e.: card reader, keypad,
push buttons, audio visual units, door strikes and
magnetic locks
13. Environmental Health and Safety
a. Storage Tank Systems (if applicable)
1. Maintenance, testing, management, removal and
remediation, (if required), compliance with
regulations and associated documentation for any
storage tanks located on leased premises
including responsibility for releases and
remedial actions
2. Compliance with all applicable Federal, State,
and City Rules and Regulations
b. Oil, gas, grease, sand, and any other similar
interceptors and or separators (if applicable)
1. Required maintenance and associated documentation
to ensure efficient operation and proper disposal
of any residual per applicable regulations
c. Spill Prevention and Control Countermeasures (SPCC)
(if applicable)
1. Maintenance of and compliance with a current
certified SPCC Plan, which is reviewed annually
and updated and re-certified by a professional
engineer every 3 years
2. Reporting of releases which exceed Reportable
Quantities to appropriate Federal and State
Agencies and City personnel
d. Environmental Health and Safety
1. Compliance with all applicable Federal, State and
City Regulations including LSP Services
pertaining to all environmental health and safety
issues
14. Miscellaneous
a. Maintenance of existing public address system
b. Maintenance of tenant's flight information display
systems (F.I.D.S.)
c. Airline installed finishes and improvements
d. Maintenance of elevators/escalators
e. Speedwalks
f. Stairwells leading to exclusive use premises (4)
g. Stairwells leading to mechanical room used by City or
freight elevator used by City and Airline (2 -- col.
lines 7.1 and 8, and 21 and 21.9)
h. Triturator
15. Baggage Facilities
a. Replacement of belt feeder system from ticket counters
to curbside
b. Replacement of claim devices with respect to Airport
carousels 7, 8 and 9
c. Maintenance and repair pertaining to all space within
exclusive use rooms and that space on the baggage-
claim-carousel side of the partition separating the
baggage claim area and the public walkway
d. Maintenance and repair pertaining to all space outside
of the partition separating the baggage claim area and
the public walkway
Exhibit I
1997 Concourse Expansion budget
Exhibit L
Letter Agreement Dated February 19, 1998