Exhibit 10.1(b)
EXECUTION COPY
CLEVELAND XXXXXXX INTERNATIONAL AIRPORT
SECOND SUPPLEMENTAL
SPECIAL FACILITIES LEASE AGREEMENT
WITH
CONTINENTAL AIRLINES, INC.
____________________________________________________________
$71,440,000 City of Cleveland, Ohio
Airport Special Revenue Refunding Bonds
Series 1999
(Continental Airlines, Inc. Project)
____________________________________________________________
Dated as of
March 1, 1998
But effective as set forth herein
____________________________________________________________
Xxxxxx, Xxxxxxx & Xxxxxxx L.L.P.
Bond Counsel
TABLE OF CONTENTS
Page
Section 1. Use of Defined Terms. . . . . . . . . . . . . 2
Section 2. Leased Premises; Existing Lease . . . . . . . 3
Section 3. Issuance of Series 1999 Bonds . . . . . . . . 3
Section 4. Bond Rent . . . . . . . . . . . . . . . . . . 3
Section 5. Remedies. . . . . . . . . . . . . . . . . . . 5
Section 6. Effect of Termination . . . . . . . . . . . . 6
Section 7. Airline's Right to Terminate. . . . . . . . . 6
Section 8. Notices . . . . . . . . . . . . . . . . . . . 6
Section 9. Tax Matters with respect to the
Series 1999 Bonds . . . . . . . . . . . . . . 6
Section 10. Indemnification-Bond Matters. . . . . . . . . 8
Section 11. Continuing Disclosure . . . . . . . . . . . . 8
Section 12. Effective Date. . . . . . . . . . . . . . . . 8
Section 13. No Personal Liability . . . . . . . . . . . . 8
Section 14. Approval of Indenture . . . . . . . . . . . . 9
Section 15. Interpretation of Agreement . . . . . . . . . 9
Section 16. Entire Agreement; Amendment . . . . . . . . . 9
Section 17. Severability. . . . . . . . . . . . . . . . . 9
Section 18. Memorandum of Lease . . . . . . . . . . . . . 9
THIS SECOND SUPPLEMENTAL SPECIAL FACILITIES LEASE
AGREEMENT ("Supplemental Agreement") is made and entered into as of
this 1st day of March, 1998 but effective as of the date of
delivery of the Series 1999 Bonds (defined herein) and defeasance
of the Series 1990 Bonds (defined herein) 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 Xxxxxxx
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 Special
Facilities 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 11, 1991, the Council of City
authorized an amendment to the 1989 Special Facilities Lease by
modifying the scope of the improvements made to the 1989 Special
Facilities Lease and 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 $71,440,000
Airport Special Revenue Refunding Bonds, Series 1999 (Continental
Airlines, Inc. Project) (the "Series 1999 Bonds") for the purpose
of refunding the Series 1990 Bonds on December 1, 1999, (ii) enter
into the First Supplemental Special Facilities Lease and
(iii) enter into this Supplemental Agreement;
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 Special Facilities Lease and used herein are used herein with
the definition assigned to them in the Original Lease or the 1989
Special Facilities Lease, respectively, and upon the effectiveness
of this Supplemental Agreement, the term "Agreement" shall include
and incorporate this Supplemental Agreement together with the 1989
Special Facilities Lease. Reference to the term "this Lease" in
the 1989 Special Facilities Lease shall then mean the Agreement, as
heretofore and hereby amended and supplemented. Capitalized terms
used herein without definition herein or in the Original Lease or
the 1989 Special Facilities Lease shall have the meanings set forth
in the Indenture (defined herein). 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 Special Facilities Lease as of the effective date of this
Supplemental Agreement:
"Agreement" means, collectively, the 1989 Special
Facilities Lease as supplemented and amended pursuant to Ordinance
No. 3005-90 and by the First Supplemental Lease and this
Supplemental Agreement, as it may be further amended or
supplemented from time to time.
"Best Efforts", when describing an obligation of City,
shall not include the obligation to invoke City's police powers or
any other power or authority derived solely from City's status as
a municipal corporation or public utility that is different from
the power or authority of a private commercial landlord.
"Bonds" means the Series 1999 Bonds and any Additional
Bonds (as defined in the Indenture) issued pursuant to the
Indenture.
"First Supplemental Lease" means the First
Supplemental Special Facilities Lease between City and Airline
dated as of March 1, 1998, authorized pursuant to Ordinance No.
2044-97, passed by the Council on January 26, 1998.
"Indenture" means the Trust Indenture dated as of
March 1, 1998 between City and the Trustee pursuant to which the
Series 1999 Bonds are being issued, as it may be amended or
supplemented from time to time.
"Series 1990 Indenture" means the Trust Indenture
dated as of December 1, 1989 between City and The Huntington
National Bank, as Trustee for the Series 1990 Bonds, pursuant to
which the Series 1990 Bonds were issued.
"Trustee" means Chase Manhattan Trust Company,
National Association.
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 Special Facilities
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
Special Facilities Lease, as hereby amended and supplemented, and
Airline acknowledges such lease of the Continental Special
Facilities. The 1989 Special Facilities Lease, as heretofore
amended and supplemented, shall remain in full force and effect as
originally written, except as hereby supplemented and amended.
Section 3. Issuance of Series 1999 Bonds. In order
to provide funds for the refunding of the Series 1990 Bonds and to
pay certain costs of issuance of the Series 1999 Bonds, City agrees
to authorize, issue, sell and deliver the Series 1999 Bonds in the
principal amount, payable and redeemable, all as set forth in the
Indenture and City agrees to deposit the proceeds of the Series
1999 Bonds as provided in the Indenture.
Section 4. Bond Rent. Section 7.05 of the 1989
Special Facilities Lease is hereby amended and supplemented as of
the effective date of this Supplemental Agreement to read in its
entirety as follows:
"All capitalized words and terms used in this Section
7.05 but not otherwise defined in this Agreement shall have the
meanings assigned to them in the Indenture.
a. Airline shall pay Bond Rent by making payments to
the Trustee for the account of City on the following dates and in
the following amounts:
(i) On or before each Interest Payment Date
and each other date on which interest on Bonds is
payable (whether at stated maturity, upon mandatory
redemption or upon acceleration of Bonds by the
Trustee in accordance with the Indenture), Airline
shall pay an amount which, together with other amounts
on deposit in the Interest Account created under the
Indenture, will be sufficient to pay the interest on
Bonds payable on that date; provided, however, that no
Event of Default shall occur hereunder if any such
payment is made within two business days of such
Interest Payment Date.
(ii) On or before each date on which principal
of Bonds is payable (whether at stated maturity, upon
mandatory redemption or upon acceleration of Bonds by
the Trustee in accordance with the Indenture), Airline
shall pay an amount which, together with other amounts
on deposit in the Principal Account created under the
Indenture, will be sufficient to pay the principal of
Bonds payable on that date; provided, however, that no
Event of Default shall occur hereunder if any such
payment is made within two business days of such
Interest Payment Date.
(iii) On or before each optional redemption
date, Airline shall pay an amount which, together with
other amounts on deposit in the Redemption Account
created under the Indenture, will be sufficient to pay
the principal of and premium, if any, on Bonds to be
redeemed by optional redemption on that date.
b. In addition to the Bond Rent, and in the manner
hereinafter provided, Airline shall pay as "additional rent" (i) to
the Trustee for the account of City, such amounts as shall be
required to satisfy any requirement to pay the Rebate Amount to the
United States as provided in the Indenture, (ii) all amounts due
under the Indenture to the Trustee, Paying Agent, and
Authenticating Agent (each as defined in the Indenture) and (iii)
all other amounts payable by the City under the terms of the
Indenture (other than Bond Service Charges).
c. All Bond Rent and all additional rent payable
pursuant to subsection (b) of this Section 7.05 shall be paid by
Airline in lawful money of the United States of America in
immediately available funds, provided that Airline may offset,
against amounts payable as Bond Rent under subdivision (a)(ii) of
this Section 7.05 for the retirement or the redemption pursuant to
mandatory sinking fund redemption of Bonds of a given series and
maturity, the principal amount of any Bonds of that series and
maturity delivered in lieu of such Bond Rent by Airline to the
Trustee. Bonds delivered in lieu of Bond Rent due on or before a
redemption date for the redemption of Bonds must be delivered to
the Trustee before the Trustee selects the Bonds to be redeemed on
that date. All such rental payments and delivery of Bonds in lieu
thereof shall be made to the Trustee, at its designated corporate
trust office, and the Trustee shall hold and apply the same in
accordance with the provisions of the Indenture.
d. Airline shall have the right to prepay all or any
part of the Bond Rent in order to cause Bonds to be redeemed or to
be deemed paid and discharged in accordance with the terms and
provisions of the Indenture. City agrees that it will give notice
to the Trustee to redeem Bonds as provided in the Indenture in such
principal amounts and at such times as Airline shall request in
writing.
e. Airline's obligation to pay Bond Rent and
additional rent payments at the times and in the amounts specified
in this Section 7.05 shall be absolute and unconditional and shall
continue in any event, including without limitation, whether or not
(1) Airline shall remain in possession of the Continental Special
Facilities or be able to use the same, or (2) the Original Lease,
the 1989 Special Facilities Lease or this Supplemental Agreement
shall have terminated or been cancelled, or (3) the Continental
Special Facilities or any interest therein are taken for any period
by condemnation or other means by any governmental authority, or
(4) the Continental Special Facilities deteriorate or become
obsolete or are damaged or destroyed for any cause whatsoever, or
become unusable by Airline, or (5) City fails to perform and
observe any agreement, express or implied, or any duty, liability
or obligation arising out of or connected with this Agreement. All
rental payments payable pursuant to this Section 7.05 shall be made
absolutely net, free from all claims, demands, defenses or offsets
against City of any kind or nature whatsoever other than payment.
Nothing contained in this subsection shall be construed to release
City from the performance of any of the agreements on its part
herein contained, and in the event City shall fail to perform any
such agreement on its part, Airline may institute such action
against City as Airline may deem necessary to compel performance,
provided that no such action shall (a) violate the agreements on
the part of Airline contained in the first two sentences of this
paragraph or (b) diminish the payments and other amounts required
to be paid by the Airline pursuant to this Section 7.05. Airline
may, however, at its own cost and expense and in its own name
prosecute or defend any action or proceeding or take any other
action involving third persons which Airline deems reasonably
necessary in order to secure or protect its rights hereunder, and
in such event City hereby agrees to cooperate fully with Airline
and to take all action necessary to effect the substitution of
Airline for City in any such action or proceeding if Airline shall
so request.
f. In the event the Airline shall fail to make any
of the Bond Rent or additional rent payments required in this
Section 7.05, each payment so in default shall continue as an
obligation of Airline until the amount in default shall have been
fully paid, and Airline will pay interest on each overdue Bond Rent
payment at the rates specified in the Indenture or, if not so
specified, the average rate borne by the Bonds on the date each
such payment became due."
Section 5. Remedies. Section 12.02 of the 1989
Special Facilities Lease is hereby amended and supplemented to read
in its entirety as follows:
"Whenever an Event of Default shall have occurred and
be continuing, City may take any one or more of the following
remedial steps:
a. City shall have the right, with or without
terminating this Agreement, to re-enter the Continental Special
Premises and take possession of the same by summary proceedings,
re-entry or otherwise, and remove all persons and/or property from
the Continental Special Premises (which property may be removed and
stored in a public warehouse or elsewhere at the cost and for the
account of Airline), without being liable to indictment,
prosecution or damages therefor, and without prejudice to any other
rights which City may have by reason of such Event of Default.
b. City shall have the right to terminate this
Agreement and/or the Hangar Lease and all rights of Airline
hereunder or thereunder by giving 60 days' written notice of such
termination to Airline and the Trustee.
Upon exercise of any one or more of such remedial steps, City shall
exercise Best Efforts to relet the Continental Special Facilities
(and, if City terminates the Hangar Lease, the Hangar Site
Improvements) and to maximize rentals, charges and fees collected
from any such reletting; provided, however, that if the Continental
Special Facilities cannot be relet at a rental rate sufficient to
fully cover the incremental operation and maintenance costs in
excess of minimum operation and maintenance costs upon such
reletting of the Continental Special Facilities, City shall not
undertake such reletting. Amounts paid to City under leases or
other agreements regarding the reletting or use of the Continental
Special Facilities and the Hangar Site Improvements will be paid,
first, to the Basic Rent Reserve Fund to cover any deficiency
therein; second, to the payment of Basic Rent that would have been
payable under this Agreement by Airline; third, to the payment of
any additional rent required to be paid pursuant to Section 7.05(b)
of this Agreement; and fourth, so long as the Bonds are outstanding
under the Indenture, to the payment of Bond Rent. If City
terminates the Hangar Lease, the rentals, charges and fees
collected from such reletting shall also include an amount equal to
the rent that would have been payable by Airline to City under the
Hangar Lease."
Section 6. Effect of Termination. Section 12.03 of
the 1989 Special Facilities Lease is hereby amended and
supplemented by adding the parenthetical phrase "(other than Bond
Rent)" to the existing third line, after the word "Agreement."
Section 7. Airline's Right to Terminate. Paragraph
b. of Article XIV of the 1989 Special Facilities Lease is hereby
amended and supplemented by adding ", Section 7.05" after the
reference to Section 3.01 in the first sentence thereof.
Section 8. Notices. Section 17.05 of the 1989
Special Facilities Lease is hereby amended and supplemented by
adding the following notice address for the Trustee:
Chase Manhattan Trust Company, National Association
c/o Skylight Office Tower - Suite 920
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Section 9. Tax Matters with respect to the Series
1999 Bonds. In connection with the issuance and delivery of the
Series 1999 Bonds, Airline covenants as follows:
a. Airline has taken and caused to be taken and
shall take and cause to be taken all actions that may be required
of it alone or in conjunction with City for the interest on the
Series 1999 Bonds to be and to remain excluded from gross income of
the owners of Series 1999 Bonds for federal income tax purposes
(other than a "substantial user" of the Continental Special
Facilities or a "related person"), and that it has not taken or
permitted to be taken on its behalf, any action that, if taken,
would adversely affect such exclusion under the provisions of the
Code. Xxxxxxx's failure to comply with such covenant shall not
give rise to or constitute an Event of Default hereunder to the
extent that any affected Series 1999 Bonds are redeemed in
accordance with the Indenture.
b. At least 95% of the net proceeds of the Series
1999 Bonds (as defined in Section 150 of the Code) will be used to
provide an airport within the meaning of Section 142(a)(1) of the
Code. As used herein and Section 142(a)(1) of the Code, the term
airport means (1) items of property which are directly related and
essential to servicing aircraft, enabling aircraft to take off and
land, or transferring passengers or cargo to or from aircraft, and
(2) property located at or adjacent to an airport that is
functionally related and subordinate to such facilities specified
in b.(1) above and which is of a character and size commensurate
with the character and size of the airport and in either case is a
capital expenditure that constitutes land or is of a character
subject to the allowance for depreciation under Sections 167 and
168. All of such property will be available to and will serve the
general public on a regular basis, including serving private
companies operating as common carriers that serve the general
public on a regular basis. All of such property is, or upon
completion of acquisition or construction will be, situated at or
immediately contiguous and adjacent to an airport and must be so
located in order to perform their functions. The term airport does
not include the costs of any office building or office space within
a building or a computer facility, either of which serves a
system-wide or regional function of Airline. All of such property
financed by the net proceeds of the Series 1999 Bonds is, or upon
completion will be, owned by City or another governmental unit
within the meaning of Section 142(b)(1) of the Code. Airline will
not request or authorize any disbursement that, if paid, would
result in less than 95% of the net proceeds of the Series 1999
Bonds being so used. The costs of issuance financed by the Series
1999 Bonds will not exceed 2% of the proceeds of the Series 1999
Bonds (within the meaning of Section 147(g) of the Code), and
Airline will not request or authorize any disbursement pursuant to
Section 5.04 hereof or otherwise, that, if paid, would result in
more than 2% of the proceeds of the Series 1999 Bonds being so
used. None of the proceeds of the Series 1999 Bonds will be used
to pay for working capital expenditures (within the meaning of
Treasury Regulations Paragraph 1.150-1(b)).
c. In accordance with Section 147(b) of the Code,
the weighted average maturity of the Series 1999 Bonds does not
exceed 120% of the weighted average reasonably expected economic
life of the property financed or refinanced by the Series 1999
Bonds.
d. None of the proceeds of the Series 1999 Bonds
will be used to provide any airplane, skybox or other private
luxury box, or health club facility; any facility primarily used
for gambling; any store the principal business of which is the sale
of alcoholic beverages for consumption off premises; any hotels or
other lodging facilities; any retail facilities (including food and
beverage facilities) in excess of the size necessary to serve
passengers (and persons who meet or accompany them) and employees
at the Airport; any retail facility including, but not limited to,
rental car lots (other than parking for the general public that is
no more than a size necessary to serve passengers and employees at
the Airport) for passengers or the general public located outside
the Airport terminals; office buildings for individuals who are not
employees of a governmental unit or of City; industrial parks or
manufacturing facilities or; any office space that is not located
on the premises of the Airport, or in which more than a de minimis
amount of the functions to be performed will not be directly
related to the day-to-day operations at the Airport.
e. Except for land acquired by City in connection
with an airport for noise abatement or wetland preservation or for
future use as an airport and as to which there is not other
significant use of such land, less than 25% of the net proceeds of
the Series 1999 Bonds will be used directly or indirectly to
acquire land or any interest therein, and none of such land is
being or will be used for farming purposes; no portion of the net
proceeds of the Series 1999 Bonds will be used to acquire existing
property or any interest therein unless the first use of such
property or interest therein is pursuant to such acquisition or the
rehabilitation requirements of Section 147(d)(3) of the Code are
satisfied with respect to such property.
f. The Series 1999 Bonds are not "federally
guaranteed" within the meaning of Section 149(b) of the Code.
g. At no time will any funds constituting gross
proceeds (within the meaning of Section 148 of the Code) of the
Series 1999 Bonds be used in a manner as would constitute failure
of compliance with Section 148 of the Code. Airline shall restrict
the use of Bond proceeds in such manner and to such extent
necessary to assure that the Series 1999 Bonds will not constitute
arbitrage bonds under Section 148 of the Code.
h. The Series 1999 Bonds are not "pooled financing
bonds" or "hedge bonds" within the meaning of Section 149(f) and
(g) of the Code, respectively.
i. Airline will comply fully with its
representations, warranties and covenants set forth in this
Supplemental Agreement.
Section 10. 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 Agreement.
(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 11. Continuing Disclosure. Airline has
entered into a continuing disclosure agreement with the Trustee
with respect to the Series 1999 Bonds with respect to the
continuing disclosure required by Rule 15c2-12 promulgated by the
SEC under the Securities and Exchange Act of 1934, as amended, 14
C.F.R. Paragraph 240.15c2-12. Airline shall comply with and carry
out all of its continuing disclosure obligations under such
agreement. However, any failure by Airline to comply with any
requirements under such agreement shall not give rise to or
constitute an Event of Default hereunder.
Section 12. Effective Date. This Supplemental
Agreement shall become effective upon the issuance and delivery of
the Series 1999 Bonds in accordance with the Indenture and the
defeasance of the Series 1990 Bonds in accordance with the Series
1990 Indenture. If the Series 1999 Bonds are not so delivered or
the Series 1990 Bonds are not so defeased, this Supplemental
Agreement shall be null and void and of no force or effect.
Section 13. 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 14. Approval of Indenture. The Indenture has
been submitted to Airline for examination, and Airline
acknowledges, by execution of this Supplemental Agreement, that it
has approved the Indenture and the execution and delivery thereof.
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
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 of the Indenture, provided that the description of the
Improvements set forth in the 1989 Special Facilities Lease 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. Upon the
effective date of this Supplemental Agreement, 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 Xxxxxxx X. Xxxxx, 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 Xxxxxx Xxxxxxx, 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 XxXxxxx Xxxxxxxxx-XxXxxx, known to me to be the
person who, as the 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 Xxxxxx Xxxxxxx, 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:
