EXHIBIT 10.1(a)
EXECUTION COPY
CLEVELAND HOPKINS INTERNATIONAL AIRPORT
FIRST SUPPLEMENTAL
SPECIAL FACILITIES LEASE AGREEMENT
WITH
CONTINENTAL AIRLINES, INC.
______________________________________________________________
Dated as of
March 1, 1998
______________________________________________________________
TABLE OF CONTENTS
Page
Section 1. Use of Defined Terms. . . . . . . . . . . . . 2
Section 2. Leased Premises; Existing Lease . . . . . . . 2
Section 3. No Personal Liability . . . . . . . . . . . . 2
Section 4. Interpretation of Agreement . . . . . . . . . 2
Section 5. Entire Agreement; Amendment . . . . . . . . . 2
Section 6. Severability. . . . . . . . . . . . . . . . . 3
Section 7. Memorandum of Lease . . . . . . . . . . . . . 3
Signatures. . . . . . . . . . . . . . . . . . 4
Exhibit A - Continental Special Premises . . . . . . . . . A-1
Exhibit B - On-Site Improvements . . . . . . . . . . . . . B-1
Exhibit C - Off-Site Improvements. . . . . . . . . . . . . C-1
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 1989
Special Facilities Lease 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 No. 2551-A-82, 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. 2729-89, passed by the
Council of City on December 11, 1989, the Council of City
authorized City, among other things, to issue and deliver its
$76,320,000 Airport Special Revenue Bonds, Series 1990 (Continental
Airlines, Inc. Project) (the "Series 1990 Bonds") and to execute
and deliver a Special Facilities Lease (the "1989 Lease") to secure
repayment of bond service charges on the Series 1990 Bonds by
Airline; and
WHEREAS, pursuant to Ordinance No. 3005-90, passed by the
Council of City on February, 1991, the Council of City authorized
an amendment to the 1989 Special Facilities Lease by modifying the
scope of the improvements made pursuant to the 1989 Special
Facilities Lease from the proceeds of the Series 1990 Bonds and by
amending Exhibits B, C, D and E thereto; and
WHEREAS, pursuant to Ordinance No. 2044-97, passed by the
Council of City on January 26, 1998, the Council of City authorized
City, among other things, to (i) issue its $75,120,000 Airport
Special Revenue Bonds, Series 1998 (Continental Airlines, Inc.
Project) (the "Series 1998 Bonds") for the purpose of constructing
certain improvements at the Airport as part of an Expansion Program
(as defined in Ordinance No. 2044-97) and (ii) enter into this
Supplemental Special Agreement; and
WHEREAS, the expansion program has resulted in the need to
modify further the scope of the Continental Special Facilities
which are to be governed by the terms of the 1989 Special
Facilities Lease, as heretofore and hereafter supplemented and
amended;
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 1989 Lease and used
herein are used herein with the definition assigned to them in the
Original Lease or the 1989 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 1989 Lease, as heretofore amended and
supplemented. 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 1989 Lease:
"Continental Special Premises" means the real property
described in Exhibit A hereto and the On-Site Improvements,
exclusive of any concession space, the construction cost of which
was paid to Airline by City pursuant to Section 2.05 hereof.
"Hangar Site Improvements" means the Improvements to the
Hangar Site described in Exhibit C hereto.
"Off-Site Improvements" means the Hangar Site Improvements and
the other improvements described in Exhibit C hereto.
"On-Site Improvements" means the improvements described in
Exhibit B hereto, made at the Continental Special Premises.
Section 2. Leased Premises; Existing Lease. City, in
consideration of the payment of Basic Rent and Bond Rent and the
covenants and agreements stated in the 1989 Lease, as heretofore
supplemented and amended and as further 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 1989 Lease, as hereby amended and
supplemented, and Airline acknowledges such lease of the
Continental Special Facilities. The 1989 Lease, as heretofore
amended and supplemented, shall remain in full force and effect as
originally written, except as hereby supplemented and amended.
Section 3. 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 4. 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 5. Entire Agreement; Amendment. The Agreement, 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 1989 Lease as heretofore and 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 6. 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 7. 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.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be duly executed as of the day and year first above
written.
ATTEST as to those signing on CITY OF CLEVELAND
behalf of the City of Cleveland:
________________________________ By: _________________________
________________________________ Mayor
Printed Name
________________________________ By: _________________________
________________________________ Director of Finance
Printed Name
By:
Acting Director of
Port Control
The within instrument is hereby
approved as to form and correctness
_____________, 1998
Director of Law
By _____________________________
Assistant Director of Law
ATTEST as to those signing on CONTINENTAL AIRLINES, INC.
behalf of Continental Airlines, Inc.:
________________________________ By: ________________________
________________________________ Title: _____________________
Printed Name
________________________________
________________________________
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 LaVonne Sheffield-McLain, known to me to be the person
who, as Acting Director 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 Lease 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 A
EXHIBIT B
ON-SITE IMPROVEMENTS
Remodel the ticket counter to accommodate new electronic
state-of-the-art customer ticketing and processing equipment.
Construct approximately 77,300 square feet of addition to the
South Concourse (also known as Concourse C) to create new passenger
departure lounges, operations offices and related space, concession
and public circulation areas.
Remodel existing departure lounges and operational offices to
conform to new space including carpeting, public seating and
furnishing and painting and finishing.
Provide new passenger loading bridges, ground power for
aircraft and modifications to underground fueling system.
EXHIBIT C
HANGAR SITE IMPROVEMENTS
Remodel the hangar to include new roofing, expansion of
electrical systems and additional lighting, new heating system and
interior and exterior painting.
OTHER OFF-SITE IMPROVEMENTS
Construct and equip a mobile ground service equipment (GSE)
building with maintenance work bays, paint booths, wash racks, a
waste oil collection system, central compressed air system and
related office space.
Repair and expand concrete aprons and taxiways to accommodate
aircraft access to the hangar and provide additional aircraft
parking space.
Construct and equip a 40,000 square foot kitchen and meal
preparation facility for inflight service of airline passengers.
Reconfigure existing parking lot and establish new entrances and
access automotive access and circulation.