1
EXHIBIT 10.1
SALE AGREEMENT
between
Continental Airlines, Inc.
and
Calair L.L.C.
dated as of
April 17, 1998
2
TABLE OF CONTENTS
Page
----
ARTICLE I: DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II: SALE OF SUBJECT SLOTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.01. SALE OF SUBJECT SLOTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.02. THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.03. DELIVERIES AT CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III: REPRESENTATIONS AND WARRANTIES OF CAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 3.01. AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 3.02. NO CONFLICT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.03. TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.04. ORGANIZATION AND EXISTENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.05. LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.06. GOVERNMENTAL APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.07. FAIR VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IV: MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.01. CONSEQUENCES OF TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.02. SPECIFIC PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.03. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.04. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.05. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.06. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.07. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.08. DESCRIPTIVE HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.09. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.11 INTENDED TAX TREATMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Exhibits:
A - List of Subject Slots
B - Form of Deed of Conveyance and Assignment of Slots
1.
-i-
3
SALE AGREEMENT
This Sale Agreement (this "Agreement") is made and entered into on
this 17th day of April, 1998, by and between Continental Airlines, Inc., a
Delaware corporation ("CAL"), and Calair L.L.C., a Delaware limited liability
company ("Calair").
RECITALS
Pursuant to this Agreement, CAL desires to sell to Calair, and Calair
desires to purchase from CAL, each of the Subject Slots (as defined below),
upon and subject to the terms and conditions contained herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I: DEFINED TERMS
CALFINCO: CALFINCO, Inc., a Delaware corporation.
CLOSING: The consummation of the sale of the Subject Slots.
CLOSING DATE: April 17, 1998.
CREDITORS' RIGHTS: Bankruptcy, insolvency or other laws relating to
or affecting generally the enforcement of creditors' rights and general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
ENCUMBRANCE: Any mortgage, lien, security interest, pledge, charge,
encumbrance, claim, restriction or burden.
GOVERNMENTAL AUTHORITY(IES): Individually, any one of, and
collectively, any two or more of, the United States of America or any other
foreign country or jurisdiction, any state, commonwealth, territory or
possession thereof and any political subdivision of any of the foregoing,
including but not limited to courts, departments, commissions, boards, bureaus,
agencies or other instrumentalities.
LEGAL REQUIREMENTS: Any law, statute, ordinance, decree, requirement,
order, judgment, rule or regulation of, including the terms of any license or
permit issued by, any Governmental Authority.
PERSON: Any individual, corporation, partnership, limited liability
company, joint venture, trust or unincorporated organization or association or
other entity.
-1-
4
SLOT. As defined in Section 93.213 of the Slot Regulations.
SLOT REGULATIONS. The Federal Aviation Regulations, Title 14 Code of
Federal Regulations, Part 93, Subpart S, as amended, or any successor
provisions or regulations.
SLOT LEASE: That certain Slot Lease Agreement, dated as of even date
herewith, between CAL and Calair, pursuant to which Calair will lease the
Subject Slots to CAL.
SUBJECT SLOT(S): Individually, any one of, and collectively, any two
or more of, the Slots listed on Exhibit A attached hereto.
ARTICLE II: SALE OF SUBJECT SLOTS
Section 2.01. SALE OF SUBJECT SLOTS. At the Closing, and on and
subject to the terms and conditions of this Agreement, Calair agrees to
purchase from CAL, and CAL agrees to sell to Calair, the Subject Slots, for the
consideration specified below in Section 2.03(a).
Section 2.02. THE CLOSING. The Closing shall take place at the
offices of Millbank, Tweed, Xxxxxx & XxXxxx, Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, commencing at 9 a.m. local time on the Closing Date.
Section 2.03. DELIVERIES AT CLOSING. At the Closing, the following
shall occur:
(a) As full consideration for sale of the Subject Slots,
Calair shall pay to CAL at the Closing by Calair's delivery by wire transfer of
$151,140,000, in immediately available funds, to The Chase Manhattan Bank, 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, ABA No. 000000000, Account No.
000-0-000000, Reference "Calair";
(b) CAL shall deliver to Calair a Deed of Conveyance and
Assignment of Slots, substantially in the form of Exhibit B attached hereto,
evidencing the transfer of the Subject Slots from CAL to Calair; and
(c) Opinions addressed, in form and substance
satisfactory, and from Persons acceptable, to Calair and the Members of Calair,
in their sole and absolute discretion.
ARTICLE III: REPRESENTATIONS AND WARRANTIES OF CAL
CAL hereby represents and warrants to Calair as follows:
Section 3.01. AUTHORITY. CAL has all necessary corporate power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by CAL and the consummation by CAL of
the transactions contemplated hereby have been duly and validly authorized by
CAL, and no other proceedings on the part of CAL are required in connection
with such authorization. This Agreement has been duly and validly executed and
delivered by CAL and, assuming the due
-2-
5
authorization, execution and delivery by Calair, constitutes a legal, valid and
binding obligation of CAL, enforceable against CAL in accordance with its
terms, subject, as to enforceability, to Creditors' Rights.
Section 3.02. NO CONFLICT. The execution and delivery of this
Agreement by CAL does not, and the performance of this Agreement by CAL will
not:
(a) conflict with or violate any voting, trust or other
material agreement of CAL;
(b) conflict with or violate any Legal Requirements, or
any material order, judgment or decree applicable to CAL;
(c) result in any breach of or constitute a default (or
an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of any of the Subject Slots;
(d) result in the creation of an Encumbrance (other than
the Encumbrances created by the Security Agreement (Calair)) on any of the
Subject Slots pursuant to any note, indenture, agreement, lease, license,
permit or other instrument or obligation to which CAL is a party or by which
CAL or the Subject Slots are bound or affected;
(e) require the approval, consent or authorization of, or
require any filing with, any Governmental Authorities or other Persons, in each
case except (i) where such breach or default or failure to obtain such
approvals, consents or authorizations, or to make such filings, would not
prevent or delay the performance by CAL of its obligations under this
Agreement, and (ii) for such filings as shall have been made as of the Closing
Date;
(f) render CAL insolvent or leave CAL with insufficient
capital or assets to operate its business or satisfy its obligations as and
when they become due; or
(g) result in any breach of or constitute a default (or
an event that with notice or lapse of time or both would become a default)
under (i) that certain Credit Agreement, dated April 16, 1997, in the original
principal amount of $160,000,000 among CAL, the "Lenders" party thereto, and
The Chase Manhattan Bank, as Administrative Agent for "Lenders" party thereto,
as such agreement may be amended from time to time, or (ii) that certain Credit
Agreement, dated July 18, 1997, in the original principal amount of
$575,000,000 among CAL, the "Lenders" and "Issuing Bank" party thereto, and The
Chase Manhattan Bank, as Administrative Agent for "Lenders" and "Issuing Bank"
party thereto, as such agreement may be amended from time to time.
Section 3.03. TITLE. Except as described on Schedule 3.03, CAL has
good and valid title to the Subject Slots, free and clear of all Encumbrances;
Section 3.04. ORGANIZATION AND EXISTENCE. CAL (a) is a corporation
that has been duly incorporated and is validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power
and authority to own and lease the properties it currently owns and leases and
to carry on its business as now being conducted and (b) except where the
failure to do so
-3-
6
could not reasonably be expected to result in a material adverse change in the
financial condition of CAL, is duly licensed or qualified to do business as a
foreign corporation and is in good standing in all jurisdictions in which the
character of the properties now owned or leased by it or the nature of the
business now conducted by it requires it to be so qualified.
Section 3.05. LITIGATION. There are no actions, suits, proceedings
or governmental investigations or inquiries pending, or to the knowledge of
CAL, threatened, against CAL or its subsidiaries or any of their respective
properties, assets, operations or businesses that, if adversely determined,
would delay or prevent the consummation of the transactions contemplated
hereby.
Section 3.06. GOVERNMENTAL APPROVALS. CAL has filed the letter
attached hereto as Exhibit C with the FAA, and all required governmental
approvals for the consummation of the transactions contemplated hereby,
including any approvals of the FAA, have been obtained.
Section 3.07. FAIR VALUE. The transfer of the Subject Slots is not
made with the intent to hinder, delay, or defraud any entity to which CAL is
indebted, and the Purchase Price is "reasonably equivalent value" (within the
meaning of 11 U.S.C. Section 548) for the Slots.
ARTICLE IV: MISCELLANEOUS
Section 4.01. CONSEQUENCES OF TERMINATION. No termination of this
Agreement shall relieve any party hereto of any liability for a breach of this
Agreement which occurs prior to such termination.
Section 4.02. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement
were not performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof in addition to
any other remedy at law or in equity.
Section 4.03. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties and supersedes all prior written and oral
and all contemporaneous oral agreements and understandings with respect to the
subject matter hereof.
Section 4.04. AMENDMENTS. This Agreement may not be amended except
by an instrument in writing signed by all of the parties.
Section 4.05. SEVERABILITY. If any term or provision of this
Agreement is invalid, illegal or incapable or being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon determination that any term or provision
is invalid, illegal or incapable of being enforced, the parties hereby shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.
-4-
7
Section 4.06. NOTICES. All notices, directions and other
communications provided for hereunder shall be in writing and may be personally
delivered, mailed (by registered or certified mail, postage prepaid) or sent by
telecopy, telegraph or other direct written electronic means, to the applicable
party at the address indicated below:
If to Calair L.L.C.:
Calair L.L.C.
c/o Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Vice President - Treasury Operations
Telecopy No.: 000-000-0000
With a copy to Chase Equity Associates, L.P.
c/o Chase Capital Partners, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxxx X. Xxxxxxxx
Telecopy No.: 000-000-0000
and a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
Telecopy No.: 000-000-0000
If to Continental Airlines, Inc.:
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Vice President - Corporate Finance
Telecopy No.: 000-000-0000
or as to any party, at such other address as shall be designated by such party
in a written notice to the other parties complying as to delivery with the
terms of this Section 4.06. All such notices, when personally delivered shall
be deemed to have been validly and effectively given on the date of such
delivery, when transmitted by telegraph, telecopy or other direct written
electronic means shall be deemed to have been validly and effectively given on
the day on which it is transmitted, or, if mailed, shall be deemed to have been
validly and effectively given when deposited in the mail.
-5-
8
Section 4.07. GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
giving effect to the principles of conflict of laws thereof (other than Section
5-1401 of the New York General Obligations Law).
Section 4.08. DESCRIPTIVE HEADINGS. The descriptive headings
herein are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement.
Section 4.09. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement. Upon execution of this Agreement,
counterpart signature pages may be delivered by facsimile transmission.
Section 4.10 CAL INTEREST IN SUBJECT SLOTS.
(a) Upon the consummation of the transactions
contemplated by this Agreement, CAL will have no interest in the Subject Slots
other than those interests arising pursuant to the Slot Lease and CAL's
ownership of the capital stock of Calfinco, a member of Calair; and
(b) Upon the consummation of the transactions
contemplated by this Agreement, in the event that a case is commenced under
Title 11 of the United States Code (the "Bankruptcy Code") by or against CAL,
the Subject Slots shall not be deemed to be property of the estate of CAL in
accordance with Section 541 of the Bankruptcy Code, and the parties hereto
agree that the benefits of Section 362 of the Bankruptcy Code shall only extend
to CAL's interests under the Slot Lease.
Section 4.11 INTENDED TAX TREATMENT. CAL and Calair intend that
the transactions consummated at the Closing be treated, for federal income tax
purposes, as a sale of the Subject Slots by CAL to Calair. Furthermore, CAL
and Calair hereby covenant and agree that each shall file federal tax returns
consistent with such intended treatment.
-6-
9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
or have caused this Agreement to be duly executed on their respective behalf by
their respective officers, managers, or Managing Members thereunto duly
authorized, as of the date and year first above written.
CONTINENTAL AIRLINES, INC.
By: /s/ XXXXXX XXXXXXXX
--------------------------------------------
Xxxxxx Xxxxxxxx
Vice President - Corporate Finance
CALAIR L.L.C.
By: CALFINCO Inc.,
Managing Member
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Xxxxxxx X. Xxxxxx
Vice President - Treasury Operations
-7-
10
EXHIBIT A
LIST OF SUBJECT SLOTS
A. CHICAGO X'XXXX
TIME SLOT NO.
----- --------
2. 07:15 7240*
3. 07:15 8270
4. 08:15 7664
5. 08:45 7742
6. 09:45 7796
7. 10:15 7475
8. 10:15 8659
9. 11:15 7971*
10. 11:45 8506*
11. 11:45 7439*
12. 12:15 8426*
13. 13:15 7609*
14. 13:45 7178*
15. 13:45 7377
16. 14:15 7320*
17. 14:15 8071*
18. 14:45 8316*
19. 14:45 7682
20. 15:15 8640
21. 15:45 7970*
22. 16:15 8327
23. 16:15 7659
24. 16:45 7924*
25. 16:45 8290
26. 17:15 7591*
27. 17:45 7743
28. 18:15 8200*
29. 18:15 7977
30. 18:15 7635*
* As of April 1998, licensed to a third-party commercial air carrier.
A-1
11
X. XXXXXXXXXX NATIONAL
TIME SLOT NO.
----- --------
1. 07:00 1209*
2. 07:00 1270
3. 07:00 1568
4. 08:00 1610
5. 08:00 1498*
6. 09:00 1637
7. 09:00 1453
8. 09:00 1335*
9. 10:00 1026
10. 11:00 1120*
11. 11:00 1067*
12. 11:00 1020
13. 12:00 1572*
14. 12:00 1368
15. 13:00 1069*
16. 13:00 1656
17. 13:00 1068
18. 14:00 1545
19. 14:00 1615
20. 14:00 1520
21. 15:00 1600
22. 15:00 1054
23. 15:00 1164*
24. 16:00 1156
25. 16:00 1111*
26. 16:00 1527*
27. 17:00 1071*
28. 17:00 1280
29. 18:00 1324*
30. 19:00 1095*
31. 19:00 1129*
32. 19:00 1294*
33. 19:00 1550*
34. 19:00 1301
35. 20:00 1279
36. 20:00 1640*
37. 20:00 1288*
38. 20:00 1448*
39. 21:00 1647
40. 21:00 1558
41. 21:00 1239
* As of April 1998, licensed to a third-party commercial air carrier.
X-0
00
X. XXXXXXXXX - XXXXXXXXX
TIME SLOT NO.
----- --------
1. 07:00 3851*
2. 08:30 3595*
3. 08:30 3336
4. 09:30 3181*
5. 10:00 3198*
6. 11:00 3663*
7. 12:00 3833
8. 13:00 3331
9. 13:30 3808
10. 14:30 3379*
11. 15:30 3363*
12. 16:30 3805
13. 17:00 3090*
14. 17:00 3274*
15. 17:30 3412*
16. 18:30 3398*
17. 19:30 3572
* As of April 1998, licensed to a third-party commercial air carrier.
X-0
00
X. XXXXXXXXX - ARRIVAL
TIME SLOT NO.
---- --------
1. 08:30 3077*
2. 09:00 3087
3. 10:30 3827*
4. 12:30 3582
5. 13:30 3108*
6. 15:30 3618*
7. 16:00 3091*
8. 16:00 3810*
9. 17:00 3678*
10. 17:30 3288*
11. 18:00 3173*
12. 18:30 3800
13. 19:00 3620*
14. 19:30 3679*
15. 21:30 3053*
* As of April 1998, licensed to a third-party commercial air carrier.
A-4
14
EXHIBIT B
FORM OF DEED OF CONVEYANCE AND ASSIGNMENT OF SLOTS
THIS DEED OF CONVEYANCE, made this 17th day of April 1998 by
Continental Airlines, Inc., a Delaware corporation (hereinafter referred to as
"Seller"), to Calair L.L.C., a Delaware limited liability company (hereinafter
referred to as "Purchaser").
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00) and other good and valuable consideration delivered to Seller by
Purchaser, the receipt and sufficiency of which are hereby acknowledged, Seller
has and hereby does assign, transfer, and convey unto Purchaser, its heirs,
legal representatives, successors, successors-in-title and assigns, all of
Seller's right, title and interest in and to the primary operating authority
granted by the Federal Aviation Administration pursuant to Title 14 of the Code
of Federal Regulations, Part 93, Subparts K & S, as amended from time to time,
or any recodification thereof in any regulation, to conduct certain Instrument
Flight Rule (as defined under the regulations promulgated under Federal
Aviation Act of 1958, as amended) take-offs or landings in the specified
periods, each of which is listed on Exhibit A attached hereto (collectively,
the "Slots").
TO HAVE AND TO HOLD the Slots, together with all and singular the
rights and appurtenances thereto in anywise belonging, unto Purchaser and its
successors and assigns, forever; and Seller does hereby bind itself and its
successors and assigns to warrant and forever defend all and singular the Slots
unto Purchaser, and its successors and assigns, against every person whosoever
lawfully claiming or to claim the same or any part thereof.
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR
IMPLIED, AS TO THE MERCHANTABILITY, QUALITY, CONDITION OR FITNESS FOR
PARTICULAR USES OF THE SLOTS. THE SLOTS ARE SOLD IN AN "AS IS, WHERE IS"
CONDITION, WITH ALL FAULTS.
B-1
15
IN WITNESS WHEREOF, Seller has caused this instrument to be executed
by its duly authorized representative this the 17th day of April, 1998.
CONTINENTAL AIRLINES, INC.
By:
-----------------------------
Xxxxxx Xxxxxxxx
Vice President
ACCEPTED:
CALAIR L.L.C.
By: CALFINCO, INC.,
Managing Member
By:
-----------------------------
Xxxxxxx X. Xxxxxx
Vice President
B-2
16
EXHIBIT C
[CONTINENTAL AIRLINES, INC. LETTERHEAD]
April 17, 1998
Lorelei Xxxxx, Manager
Airspace and Air Traffic Law Branch
Office of the Chief Counsel
Federal Aviation Administration
000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Dear Ms. Xxxxx:
Please be advised that, pursuant to 14 C.F. R. Part 93.221(a),
Continental Airlines, Inc. has agreed to sell substantially all of its current
take-off and landing rights at Chicago X'Xxxx, Xxxxxx Xxxxxx Washington
National and LaGuardia airports, on this date, to Calair L.L.C., a Delaware
limited liability company and a subsidiary of Continental Airlines, Inc. The
slots involved in the transaction are attached hereto as Exhibit A. None of
those slots is used for international or essential air service operations.
Immediately upon the sale, Continental Airlines, Inc. will lease the slots back
from Calair L.L.C. for a ten-year period.
This letter will serve as written evidence of consent by Continental
Airlines, Inc. and Calair L.L.C. to the transfer of the slots listed on Exhibit
A.
Please confirm transfer of the above-referenced slots to me by
facsimile (telecopy no.: ____________).
Respectfully submitted,
CONTINENTAL AIRLINES, INC.
By:
---------------------------
Xxxxx X. xxx Xxxxxxxx
Managing Attorney - Finance
Acknowledged and Agreed:
CALAIR L.L.C.
By: CALFINCO, Inc., its managing member
By
----------------------------------------
Vice President
0000 Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000, tel: 713/000-0000
C-1
17
SCHEDULE 3.03
Title Exceptions
1. None
3.03-1
