HomeMy WebLinkAboutContract 45737 (2)/,
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AGREEMENT ON REJECTION AND RELATED MATTERS
THIS AGREEMENT ON REJECTION AND RELATED MATTERS (the
"A�reement") is made as of July 2, 2014 (the `Bxecution Date"), and is effective as of the
Effective Date (as defined in Section 1 herein), by and among American Airlines, Inc., a
Delaware corporation authorized to do business in the state of Texas ("American"), and
AllianceAirport Authority, Inc., a non-stocl<, non-profit, industrial development corporation
created by the City of Fort Worth, Texas, pursuant to the laws of Texas ("Authoritv"). American
or Authority may each individually be referred to herein fi•om time to time as a"Party," or
collectively referred to from time to time as the "Parties." The City of Fort Worth, Texas (the
"Citv") shall be considered a Party to this Agreement only to the extent expressly provided
herein.
Recitals
A. On October 21, 2013, the United States Bankruptcy Court for the Southern
District of New York (the `Banla�uptc. Court") confirmed American's Fourth Amended Joint
Chapter 11 Plan (the "Plan") in the chapter 11 bankruptcy case styled "In re AMR Co�po�°ation,
et al.," Case No. 11-15463 (SHL) (Jointly Administered) (the "Chapter 11 Case"). The Plan was
effective as of December 9, 2013.
B. American and Authority are parties to that certain Lease Ag��eeme»t, dated as of
March 1, 1990 and attached hereto as `Bxhibit A" (as amended, modified, or supplemented from
time to time, and together with all exhibits and appendices, the "Facilitv Lease"), governing the
lease of certain tracts or parcels of real property more particularly described in Exhibit A to the
Facility Lease, together with (i) such buildings facilities and improvements as may be, or have
been, constructed thereon from time to time, and (ii) all hereditaments and appui�tenances thereto
which constitute real property under applicable law (collectively, the "Leased Premises").
C. American, Authority, ADL Development, L.P. (f/k/a Hillwood 2470 Ltd., f/k/a
Alliance Aiiport, Ltd.), the City, Hillwood Development Company, L.L.C. (f/k/a Hillwood
Development Corporation), and Hillwood/1358, Ltd. are parties to that certain Maste��Agi°eement
foi• Ame�°ican Aii°lit�es Mait�tenance Base, dated August 10, 1989 (as amended, modified or
supplemented fi•om time to time, and together with all eahibits and appendices, the "Master
A�reement"), setting forth cet�tain agreements that were made to induce Assignor to loc3te a
m:z,intenance facility on the Leased Premises. American, Authority, and City have agreed that no
further material obligations eaist under the Master Agreement.
D. American and Authority are or were in the past parties to that certain Nlaster
Eqzripmei�t Lease Agreei��ef�t, dated Apt�il 1, 1991 and attached hereto as `Bxhibit B" (as
amended, modified, or supplemented fi•om time to time, and together with all eahibits and
appendices, the "Equipment Lease," and together with the Facility Lease and the Master
Agreement, the "AFW A�reements"), which governed the lease of cei•tain tooling, equipment,
and fixtures located on the Leased Premises (the "Leased Equipment"). American and Authoi•ity
have agreed to terminate the remaining obligations, if any e�ist, under the Equipment Lease as of
the Effective Date.
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E. American has agreed to release any rights it may have to any and all of the Leased
Equipment located on the Leased Premises on the Effective Date (the "Released Equipment").
F. The Leased Premises is subject to that certain Declaration of Covenants and
Restrictions dated August 10, 1989 and recorded in Volume 2628, Page 852, Deed Records,
Denton County, Texas (the "Ori�inal Deciaration") to which American is a party, and American
has agreed to amend and restate the Originai Declaration.
G. American and TXU Energy Retail Company, LLC, as successor in interest to
TXU Energy Services Company, ("TXU") are parties to (i) that certain Constra�ctiof� and Lease
Ag��eenaent, dated September 25, 1990 and attached hereto as `Bxhibit C" (as amended,
modified, or supplemented fi�om time to time, and together with all exhibits and appendices, the
"Construction A�reemenY'), providing for the lease of certain utility equipment at the Leased
Premises, and (ii) that certain Ag��eement for the Supply of Electriciry, dated June ll, 2014 (the
"ESA," and together with the Construction Agreement, the "TXU Agreements") for the supply
of electricity to the Leased Premises.
H. American has agreed to assign its right, title and interest in and to, and Authority
has agreed to accept the assignment of any and all obligations and liabilities under, the TXU
Agreements (as may be modifed or amended by agreement between the Parties and TXU)
effective on the Effective Date.
I. The Parties have agreed to use their commercially reasonable efforts to secure
TXU's consent to and the Bankruptcy Court's approval of the assumption and assignment of the
TXU Agreements.
J. Texas Aero Engine Services, L.L.C. ("TAESL") and American are parties to that
certain Facilztzes and Equip�nent Sublease, dated April 4, 1998 (the "Facilities and Equipment
Sublease"), pursuant to which TAESL subieases certain of the Leased Premises (the "TAESL
Subleased Premises") and Leased Equipment. American, Authority, and TAESL shall replace
the Facilities and Equipment Sublease with a new lease between TAESL and Authority (the
"New TAESL Lease"), whereby Authority will provide certain facilities, utilities and operational
services to TAESL.
K. American holds a wastewater permit and an air permit for the Leased Premises
,, (collectively, the "Operating Yermits"). American has agxeed to transfer such Operating Permits
to Authority effective as of the Effective Date. The transfer of the Operating Permits is subject
to the approval and processes of the governmental authorities with jurisdiction over the
Operating Permits.
L. On July 13, 2012, Authority filed proofs of claim numbers 8140 and 8143 (the
portion of such claims related to the Leased Premises, the AFW Agreements, and/or any related
financing, bond, ot� othet• agreements shall be referred to herein as the "Authoritv Proofs of
Claim"). Authority has agreed to withdraw and release the Authority Proofs of Claim in
considei•ation to the agreements made by American in this Agreement.
M. On July 13, 2012, the City filed proofs of claim numbers 8141, 8142, 8146, and
8148 (the portion of such claims related to the Leased Pi•enlises, the AFW Agreeinents, and/or
�a
any related financing, bond or other agreements shall be referred to herein as the "Citv Proofs of
Claim," and together with the Authority Proofs of Claim, the "AFW Proofs of Claim"). City has
agreed to withdraw and release the City Proofs of Claim in consideration to the agreements made
by American in this Agreement.
Agreement
NOW, THEI2EFORE, in consideration of the foregoing recitals, the mutual promises contained
in this Agreement, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties do hereby covenant and agree as follows:
1. Effective Date. For purposes of this Agreement, the `Bffective Date" shail be the
date that is the later of (a) January 31, 2015 or such earlier date agreed upon by the Parties, (b)
the date that the Bankruptcy Court in the Chapter 11 Case enters an order approving the terms of
this Agreement and such order becomes a Final Order, and (c) the date either the Operating
Permits have been transferred to the Authority or the Authority has received operating permits
sufficient for its operation of the Leased Premises as agreed by both Parties. For the purposes of
this Agreement, "Final Order" shall mean an order as to which the time to appeal, petition for
certiorari, or move for reargument, rehearing or reconsideration has expired and as to which no
appeal, petition for certiorari, or other proceeding for reargument, rehearing or reconsideration
shall then be pending or as to which any right to appeal, petition for certiorari, reargue, rehear or
reconsider shall have been waived in writing by the entity possessing such right.
2. Facility Lease Re'ection. The Parties agree that as of the Effective Date,
American rejects the Facility Lease as an executor•y contract under Section 365 of the
Bankruptcy Code in the Chapter 11 Case. Except as expressly provided herein, Authority agrees
that it shall not file, and hereby voluntarily and expressly waives, any claim (as such term is
defined in the Bankruptcy Code) that Authority may otherwise be able to assert against
American related to the rejection of the Facility Lease under Section 502 of the Banicruptcy
Code. American and Authority agree that as of the Effective Date, the Facility Lease shall be
tet•minated under Section 7.4(a) of the Facility Lease subject to the release and waiver of claims
set forth in this Agreement.
3. Termination of Equipment Lease. Upon the Effective Date, all remaining
provisions of the Equipment Lease, if any, shall be deemed terminated and be of no further force
and effect. To the eatent that Authority has claims (as defined in the United States Bankruptcy
Code) against American under the Equipment Lease, and except as expressly provided herein,
Authority hereby voluntarily and expressly waives such claims.
4. Master A�reement. Pursuant to Section 9.13 of the Master Agreement, American
and Authority hereby agree that as of the Effective Date, neither American nor any successot� or
permitted assign has any remaining ownership or leasehold interest in, or any other interest
and/or occupancy right in and to the Land (as defined in the Master Agreement), the Option
Land (as defined in the Master Agreement), or the Project (as defined in the Master Agreement)
or any portion of either of them. American and the Authority agree to eaecute a notice of
termination of the Mastez• Agreement as required by Section 9.13 in recordable form as soon as
reasonably practicable after the Effective Date.
5. Restrictive Covenants. American shall use all commercially reasonable efforts to
cooperate with the amendment and restatement of the Original Declaration, as agreed upon by
Authority and the other parties to the Original Declaration, which amendment and restatement
will allow for broader permitted uses of the Leased Premises for the operations of Authority's
subsequent tenants, among other necessary amendments.
6. Release and Waiver of Claims.
(a) Eacept as expressly provided herein, and to the fiillest extent
permitted by applicable law, as of the Effective Date, each American and
Authority shall, except with respect to obligations arising under the "Consent
Order" or the right to any distributions on account of the Chapter 11 Claims, on
behalf of itself and its present and former parents, subsidiaries, affliates,
divisions, successors, transferees, partners, principals, officers, directors,
employees, agents, attorneys and assigns forever release, discharge, waive and
abandon any and all claims (as such term is defined in the United States
Bankruptcy Code), rights, demands, suits, matters, liens, mortgages, security
interests, pledges encumbrances, privileges, priorities, issues or causes of action,
whether known or unlcnown, whether based on federal, state, local statutory or
common law, rule or regulation, by contract or in equity, and whether directly,
representatively or in any other capacity, that it may have, as of the Effective
Date, against the other Party, or the other Pai�ty's respective properties or assets,
in any way related to, arising from, or based upon the AFW Agreements, the
Leased Premises, financing for the leased premises or related bonds, or any
related agreements, including but not limited to claims related to the rejection of
the Facility Lease, the termination of the Equipment Lease, and the AFW Proofs
of Claim.
(b) For the purposes of this Section 6, "Consent Order" means that
certain agreement between the City, American and/or the AA Maintenance Base
dated February 7, 2013 mentioned in that certain Limited Objectio�� ai�d/or
Reservation of Rights of City of Fo��t Worth anc� AlliarrceAirport Aartho��ity, Inc. to
Debtors' Second An�ended Joint Chapter 11 Plan filed on July 30, 2013 in the
Chapter 11 Cases. For the purposes of this Agreement and Section 6, "Chapter 11
Claims" means claim numbers 485-91, 493-498, 8139, 8144, and 8145 filed in the
Chapter ll Case.
(c) Notwithstanding anything to the eontrary in this Agreement,
American's obiigations, if any, under the Consent Order shall constitute an
Allowed Administrative Expense puisuant to Section 2.1 of the Plan, as provided
in the order confirming the Plan in the Chapter 11 Cases.
7. Ownershi� of Claims. Authority 1•epresents and wart�ants to American that it is
the lawful owner, or authorized to act on behalf of the lawful owner, of all right, title and interest
in and to all of the claims contemplated to be released by it pursuant to this Agreement.
�
Authority hereby represents that as of the Eaecution Date and the Effective Date it has not
assigned, transfer•red or otherwise disposed of any claims or portion thereof that it has or ever
had to any person in any manner, inciuding by way of operation of Iaw or otherwise.
8. Bankruptcy Court Motion and Order. Reasonably in advance of filing, American
will provide the Authoi�ity with a draft motion and proposed order requesting the Banlcruptcy
Court's approval of the provisions of this Agreement. American shall not file a proposed order
with the Bankruptcy Court seeking approvai of this Agreement without the Authority's
agt•eement on the form of such proposed ordet•.
9. Withdrawal of Proofs of Claim. On the Effective Date, pursuant to the order of
the Bankruptcy Court approving the terms of this Agreement, American, Authority and the City
agree that the proofs of claim set forth on `Bxhibit D" shall be deemed withdrawn; provided,
however, that any portion of the proofs of claim set foi�th on Exhibit D that relates to the Dallas
Fort Worth Facility Impt•ovement Corporation or the Dallas Fort Worth Facilities Agreements
shall be deemed included in Claim Number 8145 filed in the Chapter 11 Case. The claims agent
in the Chapter 11 Case is authorized to adjust the claims register in accordance with this
Agreement and such order
10. EnvironmentalIndemnity.
(a) As of the Effective Date, American shall defend, indemnify and
hold Authority and/or the City, as the case may be, and their respective successors
and assigns, harmless fi•om and against any and all losses, liabilities, damages,
injuries, penalties, fines, costs, expenses and claims of any and every kind
whatsoever (including, without limitation, reasonable attorneys' fees and
expenses) (refer►�ed to collectively in this Section 10 as "Claims") asserted against
Authority and/or the City, as the case may be, and their respective successors and
assigns, to the extent such Claims arise out of any environmental contamination
or condition on the Leased Premises arising fi�om or related to an act or omission
of American or any of American's subtenant(s), constituting a violation of
enviromnental laws or environmental regulations and occurring prior to Effective
Date; provided, however that American shall not have any obligation to
indemnify Authority and/or the City, as the case may be, hereunder for Claims
a�•ising or resulting from an act or omission of Authority and/or the City, as the
case may be. Authority and/or the City, as the case may be, agree to promptly
notify American of any contamination or condition for which American may be
obligated to indemnify Authority and/or the City, as the case may be, under this
Agreement and provide to American reasonable information and assistance
related to any claim or action or the defense thereof.
(b) For the salce of clarity, and without limiting the indemnification
above, to the eatent a third-pai•ty asserts Claims against American related to the
subject matier of the indemnification above, American shall retain any and all
defenses to such third-party Claims, inchiding, but not limited to, defenses that
such Claims will be or have been discharged in the Chapter 11 Case, are barred as
a result of failure to file a proof of claim in the Chapter 11 Case, or are otherwise
unenforceable provided however, that the retention of such defenses shall in no
way limit or eliminate American's indemnification obligations as provided herein.
11. Released Equipment. As of the Effective Date, American and Authority hereby
acknowledge and agree that American shall have no further rights to or interest in, and hereby
e�pressly and voluntarily waives any interest or right American might otherwise have in, the
Released Equipment.
12. Assumption and Assi�nment of TXU Agreement and Operatin� Permits.
(a) American and Authority agree to use commercially reasonable
efforts to secure TXU's consent to and the Bankruptcy Court's approval of the
assumption and assignment of the TXU Agreements (as may be modified or
amended by agreement between the Parties and TXU) to Authority in the Chapter
11 Cases. American shall be responsible for the payment of any reasonable cure
amount required to assume and assign the TXU Agreements to the Authority in
the Chapter 11 Case.
(b) Effective on the Effective Date, American hereby assigns, transfers
and conveys to Authority all of American's right, title and interest in, to and under
the TXU Agreements (as may be modified or amended by agreement between the
Parties and TXU) and the Opet�ating Permits (to the extent allowed under
applicable law).
(c) Effective on the Effective Date, Authority hereby (i) assumes ali
obligations and liabilities of American under the TXU Agreements and the
Operating Permits that r•elate to the periods on and after the Effective Date and (ii)
agrees to keep, perform, and fuliill each and all of the covenants, agreements,
terms, provisions, conditions, and obligations of American under the TXU
Agreements and the Operating Permits, which are to be performed or which
become due on ot� after the Effective Date.
13. TAESL Lease. Authority agrees to use commercially reasonable efforts to enter
into a bindirig New TAESL Lease with TAESL as soon as reasonably practicable after the
Execution Date of this Agreement.
14. � Notices. All notices and other communications under this Agreement shall be in
writing and shall be deemed duly given (a) when delivered personally or by prepaid overnight
courier, with a record of receipt, (b) when r�eceived, if mailed by certified mail, return receipt
requested, or (c) the day of transmission, if sent by facsimile to the following facsimile numbeis
dui•ing regular business houis or the day after ti•ansmission, if sent aftei• regular business hours (with
a copy promptly sent by prepaid overnight courier with record of receipt or by certified mail, return
receipt requested), to American, Authority, and the City at the following addresses or facsimile
nuinbers (or to such other addl•ess or othel• facsiinile number as American, Authority, or the City may
have specified by notice given to the other Pai-ty pursuant to tliis section):
To the Debtors:
American Airlines, Inc.
4333 Amon Carter Blvd.
Fort Worth, Texas
Attention: Vice President — Airport Affairs and Facilities
Facsimile No. 817-967-3111
EmaiL• tim.skipworth@aa.com
To Authority:
Alliance Airport Authority, Inc.
Attn: Director
Housing and Economic Development Dept.
City of Fort Wo�•th
1000 Throckmorton
Fort Worth, TX 76102
�vith a copy to the Ci .ry Atto�^ney at the saf��e address
To the City:
City of Fort Worth
Attn: City Manager
1000 Throckmorton
Fort Worth, TX 76102
1>>itl� a copy to the Cii�� Attor�rey at the sa»�e address
15. Successors and Assigns. This Agreement, and all the terms and provisions
hereof, shall be binding upon and shall inure to the benefit of the parties and their respective
successors and assigns.
16. Choice of Law. This Agreement shall be governed by, construed, interpreted and
applied in accordance with the laws of the State of Texas, without giving effect to any conflict of
laws rules that would refer the matter to the laws of another jurisdiction.
1'%. Severabilitv. If any �r,ovision of this Agreement as applied to any party or to an,y
circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable
for any reason, the same shall in no way affect (to the maximum extent peimissible by law) any
other provision of this Agreement, the application of any such provision under circumstances
different from those adjudicated by the court, or the validity ot• enforceability of this Assignment
as a whole.
18. No Fiduciar,y Relationship. Nothing in this Agreement shall be interpr•eted or
construed as establishing between the Parties a fiduciary relationship, partnership, joint venture
or other similar arrangement. Nothing in this Agreetnent authorizes a Party to inake any
contract, agreement, wart�anty, or representation on the other Party's behalf, or to incur any debt
or obligation in the other Party's name.
fll
19. Descriptive Headin�s. The descriptive headings used in this Agreement are for
convenience of reference only and shall not be deemed to affect the meaning or construction of
any provisions hereof.
20. Amendments. Except as otherwise expressly provided herein, this Agreement
may not be modiiied or amended, in whole or in part, without the express written consent of the
Parties.
21. Entire Agreement. This Agreement embodies the entire agt�eement and
understanding between the Parties with respect to the subject matter of this Agreement and
supersedes ali prior conflicting or inconsistent agreements, consents and understandings, oral or
written, relating to such subject matter.
22. Survival. Notwithstanding anything herein to the contrary, any sections or
portions of this Agreement that contemplate actions to be taken by American or Authority, or
obligations of American or Authority in effect after the termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement, including but not
limited to Sections 5, 6, 10, 11, 13, 14, 15, 16, and 18.
23. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signature pages may be detached from the counterparts and attached to a single
copy of this Agreement to physically form one document.
[Ren7ainde�° of Page b�tentionally Blank; Signatarres to FollolvJ
IN WITNESS WHEREOF, the parties heceto have executed this A�reement as of the
date first above wcitten.
STATE OF TEXAS
COUN�I'Y OF TARRANT
AMERICAN AIRLIN�S, INC.
Name: ' {. SI<ipworth
Title: Vice President—Aii•port Affairs and Facilities
Before me, the undersigned, a Nota�y Public of the state and county mentioned, on this day
pecsonally appeared Timothy K. Slcipwo►�th of American Aic�lines, Inc., known to me to be the
person whose name is subscribed to the foregoing instcument and 1<nown to me to be the Vice
President — Air•port Affairs a�1d Facilities of American Aiclines, Inc., and such pecson
acl<nowledged to me that such person executed the same for the purposes and consideration
therein expressed and in the capacity stated, and as the act and deed of American Aii•lines, Inc.
W itness my hand and seal, at office in
July, 2014.
My Commission Expires: �v'3l'ao�(�
�1 �'✓02�; � �x� , this 2nd day of
�� (it>'�"h / i'��-
NOTARY PUBLIC
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�na Jane Thom
�issian Expires
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ALLIANCEAIRPORT AUTHORITY, INC.
By: �P/(ii�t�n�a�o �h�-
Name: Ge �n An �o C o S f-a-
Title:i}s �}uth�ri �eo( en�escv►l-afi'Ve�
STATE OF TEXAS
COUNTY OF TARRANT
Before me, the undersigned, a Notary Public of the state and county mentioned, on this day
personally appeared F'�e ►^ r� U n� o CoS i'c� an authorized representative of
AllianceAirport Authority, Inc., known to me to be the person whose name is subscribed to the
foregoing instrument and known to me to be the �} SS�-. C ���v MA n a 4� ✓' of the City of Fort
Worth and an authorized representative of AllianceAirport Authority, Inc., and such person
acknowledged to me that such person executed the same for the purposes and consideration
therein expressed and in the capacity stated, and as the act and deed of AllianceAirport
Authority, Inc.
Witness my hand and seal, at office in v ✓�, /2.�Ca5 , this 2nd day of
July, 2014.
OTARY PUBLIC
My Commission Expires:7—� �—��
[SEAL]
..���"����. EVONIA DANIELS
�*aY °`B' State of Texas
:_`,• `�= NotarY Publlc,
= ' My Commission Exp+res
= r'• ' 2017
-,,,; , . ��+:�` July 10,
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[SIGNATURES CONTINUED ONNEXT PAGESJ
10
THE CITY OF FORT WORTH, TEXAS
By: �--
Name: Fe►^nan�,(o Co.strti.
Title: �Ssi'st4n-/- C►��i Manaoe✓'
[SEAL]
ATTEST:
By��
Nai1e: Mary J.
Title: City Sec�
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Approved As to Form and Legality
By:
Name: Peter Valcy
Title: Deputy City Attorney
�w M�C�.
[SIGNAT URES CONTINUED ON NEXT PAGESJ
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C�FFICIAL RECORD
�0�'lf �ECF�E�'qRY
�'�'e �AIOp�i'�� �',i( I
STATE OF TEXAS
COUNTY OF TARR.ANT
Before me, the undersigned, a Notary Public of the state and county mentioned, on this day
personally appeared /= e►^ n a n d o Co S%c� of the City of Fort Worth, Texas, known to
me to be the person whose name is subscribed to the foregoing instrument and lcnown to me to
be the �}SS�', Ci�fv /�'%qn4ae✓'of the City of Fort Worth, Texas, and such person
acicnowledged to me that s hcu p re son executed the same for the purposes and consideration
therein expressed and in the capacity stated, and as the act and deed of the City of Fort Worth,
Texas.
Witness my hand and seal, at office in f'vr�- t�o��,, %e.X4S , this 2nd day of
July, 2014.
,,,�,�,,,
``�O.(�,nY PUg�i� EVONIA DANIELS
__;' �' Notary Public, State o( Texas
= r'• ��: My Commisslon Expires
�''�'F ��'�+��` J U I y 10, 2 017
''�hunH•
,
� NOTARY PUBLIC
[END OF SIGNATURESJ
[SEAL]
12
Exhibit A
Facilitv Lease
i ,.
LEASE AGREEMENT
by and betweeri
ALLIANCEAIRPORT AUTHCJRITY, INC.,
as Less�or
and
AMERIC.AN AIRLINES, INC.,
as Lessee
Dated: March 1, 1990
d
TABLE OF CONTEN'I'S
PaQe
AR'I'ICL,E I. LEASE OF LEASED PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section1.1. Term . .............................................................
Section1.2. Rent . ............ ....,..................,......................
Section1.3. Use . ..............................................................
Section 1.4. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section1.5. Title . .............................................................
AR'I'ICLE II CONS'I'RUC'I'ION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S
Section 2.1. Construciion and Alteration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.2. Compliance with Regulatory Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S
Sectian 2.3. Ownerstup of Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IlI
Section 3.1.
Section 3.2.
Section 3.3.
Section 3.4.
Section 3.5.
Section 3.6.
ADDI'I'TaNAL COVENANTS OF I.ESSOR AND LESSBE . . . . . . . . . . . . . . . . . . .
Maintenance of the Leased Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Master Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taaces and Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liensand Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty of Peacefui Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Surrender of Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
6
6
6
7
7
7
ARTICLE N INSURANCE AND CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.1. Insurance Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.2. Insurers and Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Sectioa 4.3. Casualty and Condemnadon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTTCLE V LEASING; ASSIGNMENTS; L.EASEHOLD MORTGAGES . . . . . . . . . . . . . . . . . . . 9
Section S.l. Leases and Operacing Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section5.2. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.3. I.easehold Mortgages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
AR'I'ICI.E VI OPTION TO PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 6.1. Lessee's Option to Purchase; Rights of First Opportunity . . . . . . . . . . . . . . . . . . . . . . 12
Section 6.2. Determination of Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Sectio�n 6.3. Transfer of '1''itle to City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.4. Terms and Condetions of Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . id
Section 6.5. Savings Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . 16
.ARTICLE VII
Section 7.1.
Section 7.2.
Section 7.3.
Section 7.4.
Section '],S.
Sec[ion 7.fi.
Section 7.7.
Section 7.8.
Section 7.9.
Section 7.10.
M�SCELLANEt3US .................................................
Waiver of Statutory �ti�6ts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eventsof DeEaul� ...........................�.......................
intentionalty Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rcmedfes..........................................................
Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amendments, Changes and ModiScation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appllcabte Law - Entire Understa.ading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Severability. .......................................................
Noticesand Demands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
References.........................................................
16
1�
17
17
17
17
18
18
18
18
19
'..
Paee
Section 7.11. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.12. Multiple Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7.13. Recordation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
EXHIBIT A- DESCRIPTiON OF THE T.AND
EXHIBIT B - PERMITTED EXCEPTIONS
ii
� :.�:� t:�
This Lease Agreement (herein so called) made and entered into as of Mazch 1, 1990, by and between
AllianceAirpart Anthorltq, Inc., a nonstock, nanproflt lndustrial development corporation createci by the City
of Fort Worth, Texas (the "City"), pursuant to the laws of the State of Texas, including particularly the
Developznent Corporation Act of 1979, Articie 5190.6, V,A.T.C.S., as amended (hereinafter called the
"Lessar"), and American Airlines, Tmc�, a corporation ozganized and existing under the laws of the State of
Delaware, with its principal office in Fort Worth, Teacas (hereinafter called the "Lessee");
WITNESS�TH:
WI-iEREAS, Lessor has acquired from Lessee those certain tracts oz parcels of real property more
particularly described. on xhibit A attached hereto and �made a part here4f far all purposes (the "Land"),
together with all improvements located thereon and appurtenancas therato.
WHEREAS, L,essor desires to lease to L.essee, and Lessee desires to lease from Lessor, the Leased
Premises (as defined hereinbelow), subject to and upon the terms and conditivns set forth herein.
N�W TE-iEREFORE, THIS LF.ASE AGREEMENT FURTHER WITNESSETH:
Lessor, for and in cnnsideration of the payments hereinafter stipulated t4 be made by Lesse$, and the
covenants and agreements hereinafter contained to be kept and pert'ormed by I.essee, does by these pxesents
demise, tease and let unto Lessee, for the term and upon the conditions hereinafter stated, the Land, together
with (i):such :buildings;:facilities. and 'unprovcirlents as'may be constrticted, thereon from time to tizue, and (ii)
aU appurtenances t2i�reto which' constitute rcal property under applicable_: law (c?pllectively, the_; "Leased
;Premise�"}; it being anticipated that Lessee shall eanstruct such buildings ar other facilities from time to tune,
LJNDER AND SUBJECT, however, to the exceptions set forth in it "" attached hereto aad made a part
hereof for all purposes, wning regulations and ordinances, building restrictions and governmentat regulations
now in effect or hereafter adopted by any governmental authority having jurisdiction, and to which the I.eased
Premiscs may be subject (coilectivcly, the "Permuitted Fxceptions`). It is aclaiowledged that the,Lessee's
_ . .._ .
Separate Improvements (as heieinafter defined), as weli as any'equipment or'other items of peirsonal property
whicri may be' acquired from time to time by L,essee shall not constitute a pa�t of the "%:eased Prennises" for
_.__.
any. purposs;
AND UNDER .AND SUBJEGT to the following terms and conditlons;
. .I�'�7�
f . � . a� Tisa,��y�
Section 1.1. Term.
(a) Initia! Tertn.
The initial tarm (the "Initial Term") of this I.ease Agreement shall com�mence upon the date hereof
and shall continue until the earliest Residuai Interest Possession Date established in the Certificate of Average
Econoanic Life (described in subparagraph Section 1.2 (fl below) in respect oP any portion of the Leased
Premises, unless earlier terminated in accordance with the terms hereof.
(b) Extension Terms.
Upon eapiration of the Initiat Term, and upon expiration of each of the Fxtension Terms (as
hereinafter defined), unless at.least two hundred seventy (270) days prior to the expiration of the Initial Term
qr the then applicabie Exteztsion Term (as hereinafter defined) Lessee gives Lessor written notice that Lessee
elects not to have the Lease Agreement extended for the subsequent Extension Term this L,ease shall be
automatically extendeci for an additional term of ten (10) year(s) (each such period being refened to herein
as an "Fxtension Term" or all oP such peniods being collectively referred to as tha "Extension Terms"); provided
that no Extension Term shali extend heyond the ninery-ninth (99th) anniversary of the commencement of the
Initial Term, such that the last such Extension Term available hereunder shali be for such period as remains
between the expization of the immediately preceding ten (10) year Extension Term and the ninery-ninth (99th)
anniversary of the commencement of Lhe Initial Term, in implem�entation of the provisions of Section 6.1fd1,
if L,essee noti6es Lessor of its election not to have the Lease Agreement e�ttended for an availabie Bxtension
Term, Lessee shall give a copy of such natice to the OptIon Assi�ztee (as detined in Section 6,1(b11, If I,essee
noti�es Lessor of an election not to have the Lease Agreement ractended for any Ext$nsion Term then Lessee's
rights to alt subsequent Extension Terms shall be of no further force or effect.
(c) Definition of "Term°.
The Tnitial Term, plus all Extension Terms for which this L,ease Agreement shall be extended, are
collectively refened to as the "Term" of this Lease Agreement.
Section 1.2. Rent.
(a) Rent foc initial Term.
The aggregate base rental payable by Lessee to L,essor during the Tnitiai Term of this t,ease
Agreement with respect to the use of the L.eased Premises is One Hundred and No/1Q0 Dollars ($100.Q0).
Lessor hereby acknowledges receipt in full of the entire arnouni of the base rental payable foz the entire Initial
Term. Such payment in full of the base rental shall not relieve Lessee &om the obligation to make other
payments required hereunder. �
(b) Rent for Extension Terms.
Subject to adjustment as provided for in Section 1.2(c) belaw, the base rentai payable by Lessee ta
Lessor during any F.actension Term of this Lease Agreement with respect to the Leased Premises shall be equal
to che sum of (i) $1.00, which shaII be the agreed rental for the Land, plc�s (ii) the fair market rental value
(exclusive of the rental value of the xelated portions oP ihe L.and) of all buildings ar ott►er improvements then �
lvcated upon the Land (A) which were constructed using funds made available to %xssee by Lessor pursuant '
to a Facilities Agreement (as hereinafter defined) and (B) as to which the Residual Interest Passessian Date
established In the Ceniflcate of Average Economic Life has expired as of the 5rst day of the Extettsion Term
in question, plus (iii) one dollar ($1.00), w�ich shall be the agreed rental for all buildings and improvements
inctud�d in the Leased Premises but which are not co���red by subclause (ti) ahove. No base rental shall be
payable in respect oP LRssee's Separate Improvements. Ths base rental for the Eztension Term shall be
payable in equal mon.3ily instaliments throughout the �ctension Term in question, ane such installment to
be due on the first day of each month of the Extension Term, in. advance.
(c) Adjustment During Fxtsnsion Term.
To the extent that the Leased k'remises contain buildings or other improvements (A) which wexe
constructed using funds made available to Lessee by Lessor pursuant to a Facilities Agreement (as hereinafter
defined) and (B) as to which the Residuai Interest Possession Date established in the Ceztificate of Average
2
Economic Life has not yet expired as of the 6rst day of the Extension Tenm in question but will expire during
such Extension Term, the Base Rentai payabie during an applicable Extension Term shall be increased,
effective as of the date on which aay Residual Interest Possession Date established in such Certificate is
reached in respect of any partion of the Leased Premises, ta include the fair rnarket rental value af such
portion for thc remainder af the Fxtension Term in question; provldeci, however, that L,essee shall have the
right to terminat8 this Lease, on two hundred seventy (270) days written notice to J.xssor (with a copy to the
Option Assignee (as hereinafter deSned)) given within ninety (90) days after the fair market rental value of
such portion of the I.eased Premisas is established.
(d) Determination of Fair Market Rent.
The fair market tental value of the relevant portions of the r..eased Premises shall, for purposes of
Section 1.2 b1 and ,Lc), be determined ln accordance with the appraisal procedure set forth in Section 6.2
hereoF, except that in sueh instance .the appraisers shall be instructed to determine the fair market rental vaiue
of the relevant portions of the I.eased Fremises. At the time the fair markat rentai value is established for
any appiicable portion of the Leased Premises, the fair rnarket rental value shall be established for bath the
Extension Term in question (or, in the case af an adjustment durIn;g an Extension Term pursnant to Section
1.?(cl above, for the remaznder of the Extension Term in question) as well as the fair market rental value that
will be payable for such portion of the Leased Premises in the event this Leasa Agreement is extended far each
of the subsequent Extension Tenms. While the actual Base Rental amount payable in respect of any portion
of the Leased Premises wi11 not necessanily be the same from one Eacttension Term to the next, any sucfi
adjnstments shall be estabiished at the time the fair market rental valus is 8rst established for the poriion of
the Leased Premises in question. It is understood that Lessee shali have the fair market rental value of the
Leased Premises (or applicable portion therea� estabiished in aocordanct with the procedures referced to
above in advance of the date on which Lessee musc make its �lection of whether or not to terminate th3s Lease
Agreement at the end of the Initial Term or aay applicabie Fxtensian Term. Accordingly, Lessor and Lessee
shall attempt to agree upon the fair market rental value of the Leased Premises or applicable portion thereof
at least 120 days in advance of the date on which Lessee musi make such election to gernut adequate time
for the completion of an appraisal if necessary.
(e) Definition of Base Rental.
The base rental payable pursuant to Section 1.2(al above during the Initial Term and pursuant io
Secuon 1.2(bl and (c) above during any Extension Term is herein refened t4 as the "Base Rez�tal".
(� Definition of Certificate of Average Economic Life.
Upon execution and delivery of this Lease Agreement, Lessee shall deliver to Lessor and Option
Assignee (as hereinafter defined) a certificate (the "Certificate of Average Economic Life") on which shali be
described in generat terms each building or other unprovement to be located on the Leased Preraises and
expected to be financed in whole or in paxt with prnceeds of the bflnds to be issued in conneetion with the
Initiai Facilities Ageement (descn'bed in Section 21 hereo�. The Certificate nf Avera�e Fconomic Life shatl
set forth (i) the reasanably eapected averege economic life of such buildings and improvements (determined
in accordance with the pravisions of section 142(b)(1)(B)(ii) of the Internal Revenue Code of 1986, as
amended (the "Code")), (u) the date on wluch such buildings and improvements are expected to be placed in
service, and (iii) the Residual Interest PossessIon Datc applicable to each such building and improvement
(which date shal! 6e that day on which a periai commencing ott the date set forth in clause (u) and being of
a duration eqaai to 80% of the period set forth in clause (i) would eonclude). On or before the date on which
such buildings and improvements are placxd in service, the Certiflcate of Average Economic Life shall be
amended by the L,essee to the extent ner,essary ta reflect actual facts and revised axpectations of the Lessee
with respect either to such in-service date or the reasonably expeeted average eoonomic life of such buildings
and improvements. �rther, on or before �he date on which any bonds are issued in cannectinn with any
subsequent Facilities Agreement (described in Section 2,1 hereo�, the Certificat$ of Average Economic Li�e
shali be supptemented or amended by the L,essee (i) to provide similar information with resgect to any
additional buildings ox taaprovements (or buildings or improvements previously inciuded on sucfl Certi.ficate
but not yet placed in service) to be financed in whole or in part with proceeds of such bonds, and (ii) to retiect
any accelerated Residuai Interest Possession Date made appllcable to buildings or improvements previously
included on such CertiHcate by reasan of the expectatiom that nonseverable unprovemeats thereto ara to be
financeci in whote or in part with proceeds of such bonds. A copy of any amendatory or supplementary
Certificata of Average Economic Life shall be promptly provided to Lessor and to the Option Assignee (as
herei�after defined).
Section 1.3. Use.
Lessee is granted and shall have the right during the Term of this Lease Agreement to occupy and
use the Leased Premises for;any lawful pnrpose �nd_in any lawful'manner, subject to atl federal, state, county,
and city laws and ordinances applIeable to the Leased Premises, and further -subject to the :Pemvifted
ExCeptions; inciuding without limitation, that certain Master Agreement Por American Airlines Maintenance
Base, dated August 10, 1989, by and among the City, Lessor, i�essee, and the other parties named therein (the
"Masier Agreement").
Section 1.4. Compiiance with I,aws.
(a) L,essee will, throughput the Tecm af this Lease, and ai no expense to Lessor, promptly c�mpiy
ar cause compliance with all laws, ordinances, orders, rules, regulatians and requirements of duly constituted
public authorities, which may be applicable to the Leased i'remises and the repair and aiteration thereof. With
regard fo Lessor, Lessee accepts the Leased Premises in their condition on the date of the commencement of
the Term of this Lease, and assumes all risks, if any, resulting from any present or future, latent or patent
defects therein or from the failure of the Leased Premi� to compty wich all legal requirements thezeto,
reserving however, any and all rights of Lessee with resgect to parties other tha.n Lessor.
(b) Lessee shall not be required to comply or caus� oompliance witb sueh laws, ordlnances, orders,
z�utes, regulations ar requirements, so tong as Lessee shall, after prior written notice to Lessor, at L.essee's
expense, contest the same or the validity theteof in gaod f�ith, by appropriate proceedings. Such contest may
be made by I.cssee in the name of L.essor or Lessee, or bat�, as Lessee shall detenuine, and Lessor agrees that
it will, at L,essee's e�cpense, cooperate with Lessee in any such contest to such extent as Lessee may reasonably
request. it is understood, however, that Lessor shall not be subject to any liability for the payment of any costs
or expenses in connection with any such procxedings brought by I.essee, and Lessee covenants to pay, and to
indemnify and save Lessor from, any such costs or expenses.
(c) Nothing contained in this SectIon 1.4 shalt be deemed a waiver of any of the rights of L,essee
granted pumuant to the-Master Agreement, in.cluding without Iimitatiou, Azticle VI thereo�
Secti�r� i.5. Title.
(a) No Encumbrance by Lessor.
During the Term of this Lease Agreement, Lessar agrees that it will not mortgage, sell, assign,
cransfer, convey or encumber the Leased Premises, except pursuant to the terms the Master Agreement or at
the rer�uest af L,essee.
(b) Additional Permitied Eaceptions.
Frora time to time during the Tezm Lessor agrees that it wlil grant, or join in the ganting of, such
easements or other encumbxances against the L�eased Premises as L,essee may reasonably request in connection
with its use of the Leased Premises and any improvements Lessee may piace upon the Land; provided,
however, that e�ccept for util3ty easements, ingress and egress easements, and similar macters L,essor shall not
execute such encumbrances without the prior written consent of Option Assignee (as hereinafter defined), such
approval not to be unreasonably withheld. Any such encumbrances granted hy L�ssor at Lessee's request shall
b$ additional "Permitted Enceptions" for all purposes hereof.
ARTICLE II
CONSTRUCTION
Section 2.1. Constzuction and Alteration
Lessee, at its cost, risk, and e�ense, may (but shall have no obligation to) construct, erect, and
complete any improvaments upon the I..and as I.essee, in its sole disc[etion, may deem appropriate; provided,
however, that this Section 2.1 shall not be construed as modifying the Lessor's obligations uader the Facilities
Agreement dated as of March 1, 1990, by and between the Y,essor and the Lessee (the "Izutial Facilities
Agreement"), together with any similar facilities agreements entered into by Ehe L,essor and ttle Lessee rclating
to the Land (the Initial Facilities Agreement and any similar facilities agr�ements are herein referred to
collectively as "Facilities Agreements" and singularly as a"Factilities Agreement"). Futther, subject to the terms
of this Lease Agreement and of the Facilities Agreements, Lesse� may, at any time and from time co time, at
Lessee's sole risk and expense, alier (structurally or otheiwise), remodel, recansuuct, add to, tear down,
demolish, remdve, or destroy any improvements or other facili�ies constructed or located on the Iand, or any
part thereof; provided, however, that from and after the date on which Lessee has notifi'ied Lessor that it does
not in.tend to extend this L,ease Agreement for the next Exteusion Term, or at any time doring the last year
of the last available Extension Ternt, Lessee sha11 not altar, rcmaiel, add to, tear dawn, demolish, remove or
desuoy aay snch improvements or other �acilities without Lessor's prior written appzoval, which approval shatl
not be unreasonabty withheld; and further provided that from and after the date L,essee has given atty i..essee's
Notices (as hereinafter deffned) or the date any Notice of Intent (as hereinafter deSned) is given Lessee shall
not alter, remodel, add to, tear dovm, demolish, remove, or destroy any such improvements or other facilities
without the prior written approval of the Option Assignee (wlnich appraval shall not be unreasonably wi.thheld
so tong as, under the clrcumstances and withia We time available therefor, the effect of any such alteration,
remodelling, addition, demoliti�n, removal or distribution can be acxounte,c! for in the determination of the
Fair Market Value of the L,eased Ptemises).
Section 2.2. Compliance with itegulatory Requirements.
lxssee agrces fhat ali improvements which constitnte a part of the L,eased Premises shall be con-
structed in acaordance with all applicable ozdinances and statutes, and in aaordancc with the requirements
of atl regulacory authorities, and it will h�rnish to Le.asor all inPormation ner.essary for L,essor to comply with
all of the foregoing and all laws, regulations, orders and other governmental requirements, Lessee shall, at
its sate cast and exganse� pracure or cause to be procured any and all necessary building permits, other
germitsy licenses and other auihorizations required far the lawful and proper construction, use, occupation,
operatian, and management of the Leased Premises.
Section 2.3. Ownership of Tmprovements,
Title to and dwnersiup of the I.eased Premises.during the Term of this Lease Agreement shall be anii
remain.in LessOr, subject to the leasehold estace of•Lessee created hereby, provided, however, that title to and
;�
/
�wnership of any improvements to t4e Iand constructed by Lessee using funds other than funds advanced by
L.essor pursuant to the Facilities Agreements (other than non-severable improvements made to improvements
which were themselves Snanced pursuant to a Facilities Agreement) shall be and remain in Lessee (herein
xefened to as "L.essee's Separate Improvements") during the Term hereof.
AR1'ICLE III
ADDITiONAL COVENANTS OF I.ESSOR AND T.ESSEE
Section 3.1. Maintenance of the Leased Premises.
Lessee shall, at its sole cost and expense, kcep and maintain the Leased Premises to the extent
necessary to comply with any appiicable laws, regulations, orders and other governmantal requirements. Lessee
covenants that it will not use or permit the use of the I.cased Premises or any part thereof, for any unlawful
purpose.
Section 3.2. Master Agreement.
The parties hereto acknowledge that the City has agreed in the Master Agreement that, subject to the
condittons tharein stated, the City wili not at any time adopt ordinanc�� laws, rules or regulations of any type
that would bc more restrictive on L.essee's operation of the Leased Premises than Ehose existing on the date
nf the Master Agreement, and that the Master Agreement provides for certain remedies if sucb an event
occurs. Lessor covenants and agrees to promptly notify Lessee of the adoption of any such ordinaaces, laws,
rules or regulations by the City.
Seccion 3.3. Taxes and Other Charges.
Lessee agrees to pay, in addition to the payment of the Base Rental, pdor td the delinquency thereof,
each and avery lawful cost, expense and obligation of every kind and nature, foreseen nr unforeseen, for the
payment of which T.essee is or shall become liable by reason of its estate or interest in the Leased Premises,
or anq portion thereof or by reason of ot in any manner connected with or arLsing out of the possession,
operation, maintenance, alteration, repair, rebuiiding, use or occupancy of the Leased Premises, or any part
thereof. Lessee shall pay and discharge, prior to the delinquency thereof, all lawful ad valorem taxes, sales
taxes, business and occupation taxes, accupaiion license taxes, water charges, or sawage disposai charges,
imposed on the I.eased Premises, and all other governmental taxes, impositions, and charges of every kind and
nature, ordinary or e�ctraardinary, general or special, foreseen or unforeseen, whether similar or dissimilar to
any of the foregoing, and all applicabte interest and penalties, if any, which at any time duzing the Term of
this Lease Agreeme�t shali be or hecome dne and payable by Lessee because of its rights or obligations under
this Lease Agreement and which shall be lawfully levietl, assessed or impased under nr by vinue of any present
or future law, statute, ordinance, regulation or other requlrement of any governcnental authority, whaiher
federal, state, county, city, municipal, school or otherwise, provided, that with respect to special assessments
or ather governmental charges that may lawfuAy he paid in installments over a period of years, T..essee shali
be oE�ligated to pay only such install�ents as are rec�uired to be paid during the Tetm hereof. L�essee, a�on
written notioe thereof to Lessor, may contest in gaad faith any such tax, imposition, charge or assessnient
levied by any governmental authorlry, and 'va such event may permit such tax, imgosition, charge or assessment
to rPmain unsatisfled during the period of sucb contest and any appeal therefrom. Lessee atso agrees to pay
or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone, and other
utility and service used, rendereci or supplied to, upan ar in cnnnection with the Leased Premises. Lessee shall
furnish to L,essor prdmptty upon reqnest proof of the payment of any such tax, assessment or othex
governmental or slmilar charge, or any uuliry charge whieh is gayabte by L�ssee as set forch above.
6
The parties hereto aclaiowledge that the City and other governmental units having jurisdiction over
the Leased Premises have granted certain abatements of ad valorem taxes wlth respect to the Leased Premises.
Lessor aclaiowledges that L.essee shall be entitled to the benefits of such ta�c abatement arrangements and non-
payment of ad valorem taxes by reason of abatement shall not constitute a default or breach of thi5 Lease
Agreement.
Section 3,4. Liens and �ncumbrances.
L.essee covenants attd agrees that, except for this I.ease Agreement, and for encumbrances to secure
indebtedness as expressly pernuttted by this Lease Agreement, it will not create or suffer to be created any lien,
encumbrance or charge upon the Leased Premises, or any part th�reof, and that it will satisfy or cause to be
diseharged, or will make adequate provision to satisfy and discharge, within sixty (60) days after the same shail
occur, all claims and demands for labor, materiaLs, supplies or other items which, if not satisgect, might by law
become a lien upon the I.eased Premises, or any part thereof; provided that liens for labor and materials
arising by operation of statutory law sha[I not be within the purview of this paragraph if, when such liens shali
be perfected, Lessee shali cause them to be pramptly discharged, or if Lessee is diligently contesting the
validity of such lien, I.essee may utilize the provlsions of the next succeeding sentence. If any such lien shall
be filed or asserted against L.essee or the Leased �'remises by reason of work, labor, services or materials sup-
plieci or claimed to have been suppiied on or to Lessee ox the Leased Premises, ai the request or with the
permission of Lessee oc of anyone claiming under it, Lessee shall, within sixty (60) days after it recelves notice
of the filing thereof or the assertion thereof against the I.eased Premises cause the same to be discharged of
recaXd, or effectively prevent the enfore�ment or foreclosure therenf, by contest, paytuent, deposit, bond, order
of court or othezwise. Nothing in this Section 3.4 shall require Lessee to satisfy or discharge any such claim
or demand so long as the validity thereof sflall be contested in good faith and by approprfate lagal proceeciings
without cost,or expense to Lessor. ,
Section 3.5. Warranty of Peaceful Possession.
I..essor c,�venants and warrants that Lessee may peaceably and quietty have, hold, occupy, use and
enjoy, and shail have tfle full and exclusive use and ettjoyment of, all of the Leased Premises and any other
improvements constructed on the Land during the Term of this Lease Agreemeni. Lessor hereby warrants
and agrees to forever defend Lessee's lease6oid estate in the Leased Premises against the claims of any and
all parties whomsoever lawCvlly claimimg or to ciaim the same or any part thereot
Section 3.6. Surrender of Poss�sion.
Upon the termination of this Lease Agreement, Lessee shall surrend�r the Leased Premises and any
Lessee's Separate Improvements then located an the Land to I.essor. To assure that the L.eased Premises
(inciuding any improvements then tocated on ths L�ud, it being acknowledged that there is no requirement
that any improvements in fact be lacated on the Land at that time) wW be in a usable condition, the J.easec!
Premises (including any improvements which may then eonstitute a part of the Lease Premises) and the
Lessee's Separate Improvement� then located oa the Land shall be surreadered io I.essor by I.essee in a
condition which would have ir�en in substantial compliance with ihe maintenance requiremenis of �ection 3.1
of this Lease Agreement had the Lease Agreement not terminated, reasonable wear and tear and" aamage by
casualty or condemnation excepted; provided, that nothing in this Section 3,6 shafl grant to Lessee any rights
which would supercede the provisions of Section 2.1 hereof.
��� ry
INSUR,ANCE ANT3 CONDEMrIA'ITON
Section 4.1. Insurance Required.
Lessee shall, during the Term of this Lease Agreement, keep and maintain the X.,eased Prentises at
all times insured in such amounts and against such risks as are customariIy insured against In cannection with
the ownership or operation of facilities of camparable type and size, and Lessee shall carry and maintain, or
cause to be carried and maintained, and pay or cause to be paid timely the premiums for, or pr4vide for self
insurance for, atl such insurance coverage to be in effect during ihe Term of this Lease Agreement.
Section 4.2. Insurers and Policies.
Subject to Lessee's right to self-insure as provided foc above, each insurance policy required by S tion
4_,1 hereof (a) shall be issued by an insurer (or insurers) which is financially responsible, of recognizeci standing
and suthorized to issue such policy of insurance in the State of Texas; (b) shatl be in snch form and with such
provisions as are considered appropriate by I.,essee in Its sole discretion for the type of insurance invoived; and
(c) shall prohibit canceliation or substantial reduction of coverage by the insurer without at least thirty (30)
days prior written notice to Lessor. Without limiting the generality of ths foregoiag, all insurauce policies
shall name Lessor and Lessee as parties insured thereunder as the respectiva interest of each of such parties
may appear, and loss thereunder shall be made payable to Ixssee and shall be applied a& provided in Section
4_3 hereof.
Section 4.3. Casualty and Condemnation
(a) Disposition of Proceeds and Awards.
In case any damage to or destructian of any part of the Leased Premises or Lessee's Separate
Improvements accurs, the settlement and compromise of any insurance claims shall be negotiated solely by
Lessee and aU insurance proceeds shall be paid to and shall be the property of Lessee. In the event the
Leased Premises or any pnrtion thereof is tak�n by eminent domain, the total amount of any condemnation
awards paid ar payable to Lessor or L.essee shall be apportioned betcveen Lxssor and Lessee in a reasonable
manner according to the damage suffered by each as a result of such taldng, taldng into consideration the
remaining dnration of the Initial Term or• any Extension Terms under this Lease Agreement snd I.,essar's
residual interest in the Leased Fremises. Notwithstanding any provision in this %ease Agreement to the
cancrary, no settlement of any insurance claim or wndemnation award with respect to the Le,ased Premises
shall be made by� Lessor without We prior written approval of L.essee. I..essee may, in its sole discretion, use
such insurance or condemnation proceeds received by L.essee for the repair or restoration of the L.eased
Premises, but %ssee slzall have no obligation to do so.
(b) Adjustment of Rental.
In the event af any damage ta or destruction of any portion of the L.eased Premises, or any loss of
the use of all or any portion of the Leased Premises by i..essee as a result of any cundemnadon, the Base
Rental payable by Lxssee hereuader shall be equitably adjus�ed to reflect the diminished rental value of the
portions of the Ixased Premises, if any, in respect of which Lessee is then paying Base Rental; provided, that
no adjustment shali be made in respect of any portions of the L.eased Premises for which the applicable Base
Rental is the agreed amount of $1.00 per annum.
(c) Termination Option.
�n the event of a taking by condemnation of portions of the Leased Premises, the Lessee shall have
the right, by written notice to Lessor (with a copy to the Option Assignee) given wlthin 180 days of such
taking, to terminate this Lease tf L.essee, in its judgment, deternaines that the remaining portions of the Leased
Premises, if any, are nat suitable for Lessee's purposes. This Lease shall terminate two hundred seventy {270)
days after delivery nf such notice by I.essee; provided, howaver, that no termination of this Lease shall
constitute a waiver or release by Lessee of any rights it may have to condemnation proceeds arlsing &om such
taicing. Further, no termination of this L,ease under this Section shall affect the dghts of the Option Assignee
under Article VI of this Agreement.
ARTiCi L V
i RASING, ASSIGMI�ITS; I.�ASEHOI,D MORTC�AGES
Section 5.1. L.eases and Operating Contracts.
Lessee may sublease any part nf the Leased Premises or contract for the performance by others of
operations or services of or in connection with the Leased Premises, or any part thereof, for aay lawful
purpose, provided that (a) each such sublease or contract shall not be inconsistent with the provisions of this
i�ease Agreement or the Master Agreement, and (b) Lessee shall remain fully obligated and responsible under
the prdvisions of this Lease Agreement to the same extant as If such sublease or conuact had not been
executetl.
Section 5.2. Assignment.
Lessee shall not assign its interest in this r.ease Agceement or any of its rights or obligations
hereunder except as specifically provided in this L.ease Agreement. L;essee may assign its.intere5t in` this Lease
Agreement to: another' party, ii�cluding without limitetion` an 'A�tiate: (as hereinafter deSned) of Lessee,
provided, that;L.essee, under the teru�s of any suoh assigament, shall;zemain and: be. primarlly responsible and
liable �or all of its oliligations'here�rider, including particulariy the making of all payments required hereunder
when due: Lessee may: assign, its: Interest in this: L,ease: Agreement to another party in. connection with a
;merger or:consolidation of Lessee; or in cannection with the transfer of alI or substantially ail of its assets.
If Lessee shouid transfar all or substantially all of its assets, the transferee of such assets shall succeed to and
be substituced for Lessee under this Lease Agreement with the same effect as if such uansferee had been
named as a party herein. However, no such assignment or transfer shall be effective unless the surviving
corporation, successor cotparation or txansferee of such assets shall have irrevocabiy and unconditionally
assumed, in an instrument delivered to I.essor, the due and prompt performance of the obligattozus o� the
assignor or transferor under this Lease AgreemenG L.essee shall notify Lessor in writing witiun thirty (30) days
after any such assignment or transfer of this Lease Agreement is consummated.
In the eveut this Lease Agreement is assigned or subleased by Lessee at a tim� when not all bonds
issued in connection with each Facilities P►greement have been retired, then as a canditxon to the e�ectiveness
of the assignment or subletting in question the assignee ar subiessee shall agree, in writing, with Lessee (which
agreemenE shall be binding ugon the assignee or sublessee and shall be for ths joint beneflt of Lessee and
I..,essor) thai the sublessee or assignee, as applicable, shall not claim depzeciation or an investment tax credit
with respect to any portion of the ieased Premises (other than with respect to Lessee Separate Impzovements)
for purposes of federai income taxation. It is expressly agreed that any violation of any such ageement by the
assignee or subiessee shall not, under any circumstances, be treated as an Event of Defautt requiring or
permitting a termination of this Lease Agreement; provided, that the �oregoutg shall not limit or restrlct any
9
other rights or remedies wtuch may be available against the assignee or sublessee in question arising out of
the vinlation of such agreement.
For purposes of this I..eas� Agreement, the term "Affiliate" shall mean (a) any person directiy or
indirectly owning, contxotling or holding with power to vote 10�'0 or more of the outstanding voting securities
of the first person, (b) any person, 20% or more of whose outstanding voting securities are directly or
indirectly owncd, controlled or held with power to vote by the $rst person, (c) any person directly or indirectly
controlling, controlled by or under coramon contxo! with the &st person, (d) if the first person is a partnership
or a joint venture, any general partner or venturer of such partnership or joint venture, or (e) if the first
person is an officer, director or general partner, any person for which the 8rst person acts in such capacity.
As used in thc definition of "AfBliate," the term "control" means the possession, dizectly or indirectly, of the
power to direct or cause the direction of the management and policies of a person, whethar through ownership
of voting securities, by contract or otheiwise.
Section 5.3. L.easehold Morigages.
(a) Right to Mortgage.
Lessee shail from time to time and at aay time have the right to encumber by mortgage, deed of trust,
secunity agreement, or other instrvment in the nature thereof (collectively, a"Mortgage"), as secudty for any
indebtedness or obligation, its right to use and occupy the Leased Premises, the leasehold estate created
hereby, and ali right, title, and interest in and to any and all improvements constructed by Lessee and at any
time located on the Land Any Mortgage fzom T.essee shail be subject and suborditnate to all terms and
provisions of this Lease Agreement and the rights of Lxssor and Option Assignee hereunder. Lessee shall
have no right by Mortgage or othervvise to encumber or a,ffect in any way the tides, interests, or estates of
Less�r in or to the L.and or the Leased Premises. Within thirty (30) days from the date of the eacecution and
delivery of any Mortgage, an odginal counterpart thereof shall be filed of record in the real estate records af
Denton County, Te�, and a copy of same duly certi�ed as filed Por recc�rd by the County Cierk of Denton
County, Texas shall be furnished to Lessor.
(b) Notice to Mortgagees.
If at any time after execution and recordation in Denton County, Texas, of any Mongage, the
mortgagee or truscee therein shall notify Lessor in writing that any such Mortgage has been given and executed
by Lessee, and furnish L.essor with the address to which it desires capies of notices to be mailed (or designates
some person or corporation as its agent and representative for the purpose of receiving copies of notices),
Lessor hereby agrees that it will thereafter mail, or cause to be mailed, to such mortgagee or agent thereof,
at the address so given, duplicate copies of any and all material notices in wrfting which Lessor may from tune
to time give or serve upon Lessee under and pursuant to the terms and pravisions of this L.ease Agreement.
(c) Mortgagee Cure Rights.
,(I} Any such mortgagee or trustee, at its option, at any time within thirty (3Q) additional
days after tLe rights of Lessee would have been forfeited to Lessor, may pap any oP the amounts due
hezeunder or may effect any insurance, nr may pay any taxes and asseasments, or may make any repairs
and improvements, or may make any deposits, or may do any other act or ihing or make any other
payment r�quired of Lessee by the terms of this %,ease Agreemen#, or may do any act or thing which
may be necessary and proper to be done in the observance of the covenants and conditions of this
Lease Agreement, or to prevent the Porfeiture of this Lease Agreament; all payments so made and all
things so dane and performed by any such mortgagee ar trustee shall be effective to prevent a
forfeiture of the rights of Lessea hereunder as the same would have been if tiunely done and
performed by Lessee instead of by any such mortgagee or tn,stee. Any Mortgage so given by Lessee�
10
may, if Lessee desires, be so conditioned as to provide that as between any such martgagee or trustee
and Lessee, said trustee or mortgagee, on making gaad and petfarming any such breach or breaches
on tha part of Lessee, shaU be thereby subrogated to qr pnt in the position of assigaee of any or ali
of the rights of L.essee under the tercns and provisions of this Lease Agreement, and Lessar shalI upon
the request oP such mortgagee ar trustee recognize such subrogation or assigument,
(2) 'The term "incurable breach" as used herein means any breach which cannot be
reasanably cured by such naortgagee. The term "curable breach" mesns any breach under chis Lease
Agreement which is nat an incurable breach. In the event of any curabie breach under this Lesse
Agceement, the martgagee shail give Lessor written notice that it intends to undertake the curing of
such breach, or to cause the same to be cured, or to exercise its rights to acquire the leasehold interest
of Lessee by fozeclosure or otherwise (and cure such curabte breach as provided in subsection (3)
hereinbelow), and shall immediately commence and then pro�eed with all due diligence to do so,
whether by performance on beha[f of L.essee of its obligations under this Lease Agreement, or by
commencing to enforce its Mortgage by foreclosure or otherwise, then L.essor will nat terminate or
take any accion tp effect a termination of this Lease Agreeraent or re-enter, take possessioa of, or
relet the Leased Premises or the T.+and or similarly enforce performance of this Lease Agreement so
iong as such Mortgagee is, with all due diligence and in good faith, engaged in the curiug of such
breach or effecting such foreclosure; provided, however, that such mortgagee shall not be required to
continue such possession or continue such foreclosure procxedings if such breach shall be cured.
{3) In the eveni that (I) this Lease Agreement Ls terminated by Lessor an avcount of any
incurable breach, or (II) Lessee's interest uader this Lease .Agreement shatl be sold, assign.ed ar
transferred pursuant to the exercise of any remedy of such mortgagee under the Mortgage, az puxsuant
to judicial praceedings, and in either case, if (A) no rent or other charges shall then be due and
payable by %,essee under this Lease Agreement (aftd if any amounts than be due and payable, such
mortgagee may pay such sums to Lessor), and (B) such mortgagee shall have arranged to cure any
existing curable bzeach of i.essee under this Lease Agreement, thea I.essor, within thirty (3Q) days
after receiving a written request therefor, which shall be given within sixty (60) days after notice of
such termination or transfer, will execute and delivar a new lease of the Leaseci Premises to such
monga$ee or its nominee or to the purchaser, assignee or transferee. as the case may be, for the
remaind`er of the term of this L,ease Agreement, containing the sacne covenants, agreements, terms,
provisians and limitations as are contained herein. Upon the execution and delivery of such new
lease, ihe lessee, in its own name or in the name of I.essor, may take all appropriate steps as shall be
necessary to remove l,essee from the Lxased 1'remises, but Lessor shall not be subject to any llability
for the payment of fees, including reasonable attomeys' fees, costs and expenses in connection
therewith; and said lessee shall pay all such fees, including auomeys' fees, wsts and expenses or, on
demand, make reimbursements therefor to Lessor.
(d) No Assumption by Mortgagee.
No such mortgagee or trustee of the rights or interests of Lessee hereunder shall be or become liable
to Lessor as an assignee af tbis I.ease Agzcer�ent or ntherwise, and no assumption shaQ be inferred &om or
resulc from:fareclasure or othar appropriate proceedings in [he nature therecif;�r as the result of any other
action or remedy provided for by such Mortgage or from a conveyance from L,cssee pursuant to wiuch the
purchaser at foreclosure or grantee shati acqui�e the rights and interest of [.essee under the terms of this Lease
Agreement; provided, hawever, any such mortgagee, trustee, ar purchaser shall be liable tn ixssor for the
payment and performance of Lessee's obligations hereunder accruing during the period aay such mortgagee,
ttustee, or purchas�r holds the leasehold estate hereunder.
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(e) Mortgagee Consent to Modi�cations.
I�to cancellation, surrender, amendment, ar mc>dificatian of this Lease Agreement shall be effeetive
as to, oz binding upon, any mortgagee of the leasehold estate in che L.eased Prenaises unless consented to in
writing by such mortgagee.
(� Additional Morigagee Protective Provisions.
Lessor and Lessee agree to modify this Lease Agreement from time to time for the purpose of
incorporating herein such additional mortgagee protective provisions as may be reasonably requested by any
such mortgagee ar trustee, provided such modifications are reasonabiy satisfactory to J...essor and not
Inconsistent with any of the terms and conditions of this Lease Agreemcnt, the Master Agreement, or any then
applicable Facilities Agreements.
A,R'I�G'LE VI
OPTION TO P'URCHASE
Section 6.1. Lessee's Option to Purchase; Rights of First Opportunity.
(a) Grant of Option
In accordance with the terms of the Master Agreement, L�se�, is ;i�erebq .granted_ an o�upn �tne
"Option"),,;Pursu$nt:.to at�ti;:siiisject :to th� eontlitions` oi th�s' S�t,�.6�,+�w �_ wre,�th�. I;e,�sed�Pieiwses
«1 , . ._
(including without limitation the Land); frqm�L�:es�or fai' if� Fau M�rtr��'V�ue, (as hereinafter defined) further
.. .,..a�
- - ._- ' .. _.._ ......_.. . . . w,.,_. .. _. __:_:.e ._ _c.�.�-r,..-'_sa,n....�.u�....,.�=wft1M.
_`.�. ..•- � . �., . _ _..:,. _:.._: .. .. _ . . �
b�en cif � If at the Uime such Option is exercised there are any Lessee's Separate Improvements, t e
Opnon�include and cover any and all residual rights and interests of Lessnr in and co the ixssee's
Separate Improvements; provided, however, that the fair market value of such Lessee's Separate Improvemencs
shall be exciuded frorn the overaQ fair market value of the Leased Premises and L,essee (or Option Assignee,
as applicable) shail not be required to make any payment in respect thereaf. 'The determination of the Fair
Market Value of the L.eased Premises shalt occur in the manner described in 5ection 6.2 hereof. Lessee may
assign its rights to such Option to an A�liate of L,essee, or Ixssee may designate an Affiliate of Lessee as the
purchaser of the Leased Premises in the event Lessee e�cercises sueh Option.
(b) Rights of option Assigaec.
_ .
Tite parties �eteby aclt�owled'ge and consent that, as desenbed in the Master Agceement, ;_� sfe as :-
ass�gned to A1��artCe =A�iz�iort;''Istd:; a Texas timited pattnership and Hfliwoad/1358, Ltd , a Texas limifed
partnership (collectively, the "Optian Assignee"), chg:op�iop'giant�ii�to.;L,cssee>gufrsuant :tp:-subseetxo.m:.ia)
above;;of this; 'on�E�,l;;: In implementation of such assigament, Option Assignee shall have the rights wiW
respect to the Option granted pursuant to this Section 6.1 as s�ed herein, and, in addition thereto, the
followiY�� provisions shall be applirable: t`
(1) The provisions afi this 'c e VI of the Lease Agteement and any other provisians
of this L,ease Agreement that a�ect the rights of Option Assignee, the size and location of the Land
included in the Leased Premises, or the tiune periods, mainner or proceciure relating to the exercise
af the Option oz closing thereunder or to the determination of Fair Market Value under this
Article VI may not be amended in any manncr without Opiton Assignee's prior written consent.
Notwitb.standLng the foregoing, no approval of Opttou Assignee shall be required to any modification
of the iangth of the Initial Term or the F. xtensIon Term of the Lease Agreoment so long as the effect
of any sucb modiflcation of the Term would not so shorten the Term that inadequate time remains
12
in the Term ta carry out the rights of the Lessee and Optlon Assignee pnrsuant to Secrion 6.1(dl
below. Option Assignee shall be given notice of, and a copy of, any modification of this Lease
Agreement whether or not its consent thereto is required.
(2) Each oP Lessor and Lessee agree to provide promptly to Option Assignee copies aP
any notices received from the other which are given pursuant to the express terms of this Lease
Agreement. Notices or other corzespondence between ixssor and Lessee not exgressiy provided for
herein need not be provided to Option Assignee.
(c} Exercise During Term.
(1) Lessee shall have the right to give to Lessor a notice of intent to exercise the Option
(a "Notica of Intent") at any;:tune pzios to the earlier of.(A) Lessee having given any notice uader
Sections 1.1(b). 1.2�c1 or 4:3(cl electing not to have the Term extended or ternuinating this Lease
Agreement, as the case may be (any such noticc pursuant to Sections 1.1{b), 1.2(c) or 4.3(c) being
referred to in this T.ease Agreement as a"Lessee's Notice"), or (B) 270 days pzior to the expiration
of the Initial Term or the then applicabie Extension Tarm The giving of a Notica of Intent shall
constitute Lessee's request for determination of �air Market Value (as hereinafter de�ined) of the
T PaCed Premise5 pursuanl to Section 6.2 hel4w. %ssee shall give the Option Assignee a copy of the
Notice of Intent at the time such is given to %ssor.
(2) If Lessee has given a Notice of Intent, then Lessee shaU have the right to e�ercise
the Option by giving written notice of such exercise to Lessor and Optlon Assignee within the earlier
of (A) 180 days after the date of the determi.nation of the Fair Market Value (i.e., any determination
of Fair Market Value shall remain effective for 180 days) or (B} such geriod of time such that the
latest Acquisiuon Closing Date allowed under Section 6.4 with respect to such Option will not occur
after the end of the initial Term or then applicable Extension Term, as appropriate. Tf the Lessee
�ercises the Option as provided above, Option Assigaee shall have the right to eltercise the Option
by giving Lessor and the Option Assigaee written natice of such exercise within 30 days after Lessee
has exercised the Option. If Option Assignee so exercises the Option, then the Option Assignee's
exercise shall take precedence over the prior exercLse by Lessee and Option Assignee shall proceed
to purchase the Leased Premises.
(3) If the Option Assignee exercises the Option under this Section 6.1(cl, at or prior to
the closiag nf the purchase pursuant to the Option as provided in Section 6.4 below, i.essee shall
make such payments and take all necessary actions to properly repay and ratire all Bonds that are
oatsiand'ung as of the date of such closin�, so that the conditian to ciosing after the exercise of the
Optlon set forth in Section 6.1(a) is satisfied. %.essee sriall gtve t4e 4ption Assignee written notice
pzomptiy after all Bands have been retired.
(4) Neither the Option Assignee nor Lessee shall be obligated to exercise tha Optian
under this Sect g�} 6.1fc1 after the date of ihe deternaination oF the Fair Matket Value, and neItt�;r
shall have any liability for faiiure to close after such eacercise. Failure to exercise the Option by ehe
L.essce or the Optiom Assignee shall not prevent either party �rom giving a Nottce of Intent at a later
date if the Leased Premises have not been acquired by the L.essee or the Option Assignee. Tf Lessee
does exercise the Option under this Section 6.1(cl and closes the acquisition as provided in Sec2ion
6„^,4 below, then all rights of the Optioa Assignee to exercise the Option shall terwinate. However,
if Lessee does exercise the Option under this Section 611c1 but does not etose the acquisition as
provided in Section 6.4 below, the rights of the Option ASsignee under this Article VI shatl not be
affected and sha21 remain in full force and effect. If the Option Assignee exercises the Option, and
the �ption Assignee does not closa the acquisition under 5ection 6,4 below, Lessee shall have the
right to exercise the Option by giving written exercise notice to the Option Assignee and Lessor
i3
within 30 days after the Acquisitian Closing Date (as hereinafter de�ined), in which event I�essee shail
proceed to close the acquisition as provided below at a closing data nnt later than 60 days following
the Acquisition Closing Date.
(5) If neither Lessee nnr Option Assignee purchase the Leased Premises after a Notice
of Intent is given by Lessee pursuant to Section 6.1(c)(il a[sove, then Lessee shall pay, or reimburse
L,essor for, all costs and expenses incurred by Lessor in connection with the determination of the Fair
Market Value of the Leased Premises.
(d) Exercise at End of Term.
(1) During the 30-day period commencing on either (A) the date wlzich is 270 days prior
to the expiration of the final Extension Term with no L,essee's Notice ever having been given, ar
(B) the date on which L.essee gives a�.essee's Notice to L.essor and the Option Assignee pursuant to
5ections 1.1(b), 1.2(c) or 4.3(c) hereof, either Lessee or the Option Assignee shall have the right to
give to the other and to Lessor a Notice of Intent, which shall have the same effect as a Notice oY
intent given under Section 6.1(c1L11 above, commencing a detexinination of Fair Market Value under
Section 6.2 below.
(2) if either iessee or Option Assignee gives a Notice of Intent puzsuant to Section
6.1_(d�(1,� abnve, both the Option Assignee and Lessee shall have the right to exercise the Option by
giving the other and Lessor written aotice of such exercLse within 30 days after the date bf the
determination oP the Fair Market Vaiue. If both the Option AssIgnee and Lessee exercise the Option
as provided above, the .exercise by the Option Assignee shall t8ke precedence avez the exercise by
Lessee (and I.essee shall be deemed not to have exercised the Option), and the Option Assignee shall
�roceed to close the acquisition under Section 6.4 betow. Xf onty one pariy esercises the Option as
provided above, that party shall proceed to close the acquisition under Section b.4 below.
(3) If the Option Assignee exercises the Opdon under this Section 6.1(dl. at or prior to
the ciosing of the purchase pursuant to the Option as provided in S,gction 6.4 below, Lessee shall
make such payments and eake all necessary actions to proper2y repay and retire all Bonds that are
outstanding as of the date of such closing, so that the conditian to clnsing after the exercise of the
Option set forth in �,S,,,ection 61(al is satisfied.
(4) Neithez the Option Assignee nor L,essee shall be obligated to exexctse the Option
under this Sectlon 6.1(dl a�ter the date of the determination of tha Fair Market Value, and neither
shail have any liability for failuze to close after such exercise; provided, however, that If neither Lessee
nor Option Assignee exercises tb.e option ia such ciccumstances then whi.chever of Lessee or pption
Assignee delivered the Notice of Intent uader Section 6.1 d i shall pay, or reimbnrse Lessor far,
ali costs and expenses incuned by L,essor directly in connection wIth the determination of the Fair
Market Value af the Leased Premises (and if both Lessee and Opdon Assignee delivered Notices of
Intent, then such costs sl�all be shared equally by I.assee and Option Assignee). If aither tha C�ption
Assigr�ee or the L,essee eacercises the Option under this �tion 6,1(dl and closes the acquisition as
pzovided in Section 6.4 below, then aU rights of the other to exercise the Option shall terminate.
However, if both ths 4pfiou Assignee aad Lessee exercise the OpUon under this Section 6.lfdl. but
Lessee's exercise i� suboxdinated to tha Option Assi�qee.c eacercise as provided in Section 6.1(d1 above,
and the Option Assignee then does not close the acquisition under Section 6.4 bslnw, Lessee again
shall have the right to exercise the �ption by giving wriiten e�cercise notice to the Option Assignee
and Lessor within 3Q days after the Acquisition Closing Date, in which event Lessee shall proceeci to
close the acquisition as pxovided in Se,ction 6.4 below at a closing date not later than 60 days
following the Acquisitian Closing Date.
14
Section 6.2. Detemunation of Fair Market Value.
(a) The giving of a Notice of Inteni under Sections 6.1(,c, or (dl above shall canstitute a request
for a determinatron of the fair market value of the L,eased Premises as of the date of the giving of the Notice
of Tntent (the "Fair Market Va�ue"). 'T'he date of the giving of the Notice of Intent is the "Appraisai Date."
Lessor and the entity givIng the first Notice of Intent (either Lessee or Option Assignee, as applicable, it being
understood that if under Section 6,1(d) both the Lessee and Option Assignee give Notices of Intent on the
same day, the Option Assignee shall be considered to have given the fIrst Notice of Intent) shall attempt to
agree in writing on the Fair Market Value, but if they da not do sa wittun 20 days after the Appraisal Date,
each of such parties (i.e., Lessor and the entity which gave the Srst Notice of Tntent) shall appoint an
Independent Appraiser (as hereinafter defined) within ten days after the end oi such 20-day period. Any
Independent Appraiser appointed by L,essee shall be reasonabty acceptable by Option Assignee and any
Independent Appraiser appoinced by Option Assignee shall be reasonably acceptable to Lessee. If any party
fails to appoint an Independent Appraiser as provided above, the Independent Appraiser timely appointed by
the other pariy shall make his detecmination of Fair Market Value within 75 days after the Appraisat Date.
(b) If only one Tndependent Appraiser is timely appointed as provided above, that Independent
Appraiser shall determine the Fair Market Value wittvin 75 days after the Appraisai Date.
(c) If two Independent Appraisers are timely appointed as provided above, and if they fail to
agree on the Fair Market Value within �5 days after the Appraisal Data:
(i) if the difference between the appralsals is 3% or less of the amount af the higher
apptatsal, the Fair Market Va1ue shall he the average of the two appraisals; or
,
(2) if the difference hetween the appraisals is greater than 3% of the amoumt of the
higher appraisal, the two Independent Appraisers shall appoint a tlurd Iadependent Appraiser, who
shall make h3s determination of Fair Market Value within 120 days after the Appraisal Date, and the
Fair Market Value shall be (A) the appraisal that is neither the highest nor the iowest of the three
appraisaLs, or (B) if two of the appraisais azc the same, the amount of such ident�cal appraisals.
(d) The Fair Market Value detemained in accordance wiW the provisions of this Sec n 6.2 shali
be deemed to be the Fair Market Vatue as of the date of the closing of the acquisition under Section 6"4
below.
(e) The Independent Appraisers shaU give written notice to Lessot, L,essee and the �ption
Assignee concurrently upon the determination of the Fair Market Value, The date of the giving of such
written notice shall be the "date af the determinaaon of the Fair Market Value" as used in thls Artic e
(t� Subject to the provisions of Sectiou�;�, hereof wluch require that Lessee or Option Assigaee,
as appli.cable, pay or reimburse Lessor for its casts under certain clrcumstances, each party shall bear the cas�s
and expenses of ttte Indep��dent Appraiser apgointed by that party. In the event a third l�dependent
Appraiser is appointed as pmvided in �ction 6.2(cl(21 above� the costs and expenses of such appraiser shall
be borne equaliy by Lessor and either Lessee or the Option ,Assignee as applicabie (whichever was entitled
to appoint one of the initial �wo Independent Appraiscrs).
(g) For purposes of this 'on 6.2 the tenn "Independent Appraiser" sttall mean a person or
firm experienced in appraising the value of propercies similar to the Leased Premises, who is a member of the
American Institute of Reat Fstate Appraisers (MAT), which individual ar flrm shall uot be a member, directar,
officer or employee of L.essor, L.essee ar the Option Assignee and, in the case of a firm, shall not have a
partner, member, director, officer or employee who is a member, director, officez or employee of Lessor,
Lessee ox the Option Assignee.
15
Section 6.3. Transfer of T�tle to City.
Provided that the conditions contained therein have been complied wi.ih, T.essor agrees tn comply with
the requirements of the Master Agreement regarding the lxansfer af the Leased Premises to the City. Any
such transfer of the Leased Premises by Lessor to the City shall be expressty subject to the leasehold estate
of Lessee created hereby. Further, the Lessee acknowledges that upon expiration of the Term, if neither
L,essee nor the �ptfon Assignee exercises the purchase option with respect to the I.eased Premises, Lessor
intends to transfer the property which is the subject af this Lease Agreement to the City.
Section 6.4. Terms and Conditions of Purchase.
In the event that the Leased Premises (and any right or interest of Lessor in Lessee's Separate
Improvernents) is to be acquired by L,essee, an Affiliate of Lessee, or the Option Assignee pursuant to this
Article VI, (a) the closing of such.acciuisltion shall accur in such place as Ixssor and sueh purchaser shall
mutually detertnine, (b) the closing shall occur on a date designated by such purchaser (by at least ten days'
advance written notice thereof to I.essor) not later than 60 days after such purchaser exercises the Option (the
"Acquisition Closing_Date"), (c) the purchase price sha11 be paid in cash unless otherwise agre,ed by Lessor and
the purchaser, (d) the I.eased Premises (and any right or interest of L,essor in I..essee's Sepaxate Imprnvements)
shall be conveyed to such purchaser pursuant to a specIal warranty deed subject only to the Permitted
Exceptions, and (e) Lessor shalt execute and deliver such other documentation as shall be necessary to vest
title to the L,eased Premises and alt othar property and appurtenances owned by Les,sor in such purchaser.
Tf the Option Assignee is the purchaser, Lessee shall ezecute and deliver to the Optioa Assignee, at such
ciosing, a deed withaut warzanty conveying to the Option Assignee Lessee's Separate improvements subject
only to the Permitted Exceptions. If Lessee is the purchaser pursuant to its �xereise of the Option under
Sections 6.1(c1�41or 6.1(dl(4) atsove, the�date for closing such purchase shall be extended as provlded in such
subsections. Notwithstanding any other provision of this i.ease Agreement, the expiration or termination of
this Lease Agreement for any reason after the date that a Notice of Intent has been given shall not affect the
rights of Lessee and Option Assignee under this Article VI to complete the process of the determination of
Fair Market Value and to exezcise and close under the Option, all of whieh rights shall survive any such
expiration or termination. If Option Assignee is the buyer, Option Assignee shall, sim:ultaneously with its
purchase of the Leased Premises, enter into a new lease of the Leased Premises ta I.essee (or an Af�iliate of
Lessee) as contemplated in Lessee's separate agreements with Option Assign.ee.
Section 6.5. Savings Provision.
To the e�ent, but only to the extent, that the RWe against Perpetuitles is applicabie thereto, the rights
granteci pursuanc co this Article VI shall eapire and cease on the eaxlier to accur of (a) twenty-one (21) yea�s
less otte day aftsr the death of the last sunrivor of any of ihe descendants of Queen Elizabeth II of England
living on the date of the execution of this Lease Agreement, or (b) the expiratinn of the time peniods stated
herein.
.ARTICJ[,,�? VII
MISG'ELLANEOU5
Section 7.1. Waxver of Statutory Rights.
The rights and remedies of L.essor and Lessee undcr this I.ease Agreement shaU not be adversely
affected by any Iaws, ordinances or regulati�ns, whether federal, 5tate, county, ciry, muaicipai or otherwise,
which may be enacted or become e�ective &om and after the date of this Lease Agreement affecting or
regulating or attempting to affect or xegulate the amounts duc hexeundez,
15
Sectton 7.2. Events of Default.
The accurrence of any of the foltowing shail constitute an "Event of Default" by Lessee hereunder:
(a) Tha failure by Lessee to pay to L,essor the Base Rentat provided for pursuant to Section 1.2
hereof within thirty (30) days of the date on which Lessor noti�es L.essee that such Base Rental have not been
paid as and when the same became due and payable.
(b) The breach by Lessee of any ather cnvenant, condition, or agreement required to be
performed or observed hereunder, and such breach shall not have been cured within sixty (b0) days of delivery
of natice of such breach to T essee by L.essor, u�less such breach, by its nature, cannot be cured within such
sixty (6Q) day period, in which case so long as Lessee Is diligently proceetiing to eure such breach, it shall not
be deemed to be an Event af Default.
(c) A copy of all notices given by Lessor to Lessee under this Section 7.2 shall be given to the
Option Assignee at the time such are given to Lessee.
Section 7.�, f This Section Intentionally Omittedl.
Section 7.4. Remedies.
Upon the occunence of an Event of Default of Le�see, L.essor shall have the option to pursue any
one or more of the following remedies without any notice or demand whatsoever, wnless otherwise Iimited by
a written agreement executed by Lessor:
(a) Terminate this Lease Agreement, in which event L.essee shall immediately surrender the
Leaseti Premises to I.essor; or
(b) Pursue any other remedy now or hereafter avaitable to Lessor nnder the laws or jndicial
decisions of the State of Te�cas.
L,essor shall give the Option Assignee written natice if it tezrminates this Lease Agreement, such natice
to be given promptty after such terminadon. Tn ihe event Lessor terminates this Lease Ag,reement,
notwithstanding such termination, the Option Assignee shall have the right, but not the obligation, to lease
fronn Lessor the Leased Premises and all improvements thereon on tha same terms and condidons (includiug,
without limitation, tercns with respect to purchase options) as are contained in this t.ease A.greement for the
remainder of the Initial Term and all availabie F.xtension Ternis, but without reference to the FacIliucs
Agreement. In oxder to exercise this zight, the Option Assignee must give written notice of such exercIse to
L,essor within 30 days after receipt of such notice oP termination from Lessor, in whieh event L.essor shall enter
into such L,ease with the Option Assignee within ten days following the giving of such notice by the Option
Assignee. These rights of the Option Assignee shall survive any termination of thls Lease Agreament.
Section 7.5. Remedies Cumulative.
Each right, p�wer and remacty► of L,essar provided for in this J.ease Agreement shaS] be exercised only
upon an Event of Dzfault and shall be cumulative and concurrent and shall be in addition to every other right,
power or remedy provided for in this Lease Agreement or now or hereafter axisting at law or in equlty or by
statute or athezwise, in any jurisdiction where such rights, powers and remedies are sought to be enforceci, and
the exerc3se az beginning of the exercise by i�essor of any one or more of the rights, powers or remedies
provi.ded for in this Lease Agreement as now or hereafter existing at law or in equity or by statute, or
atherwise shall not preclude the simultaneous or later eacercise by T.,essoc of any or all such other rights, powers
or remedies,
17
Section 7.6. Asnendments, Changes and Madification
No amendment, change, addition to or waiver of any of the provisions of this Lease A�'eement shall
be binding upon the parties hereta unless in writing signed by an authorized officer of L,essee and the
president of the board of directors of L,essor. In addiuon to amendments for any other purpose, it is
speciScally understaod that this Lease Agreememt may be amended, if deemed necessary or advisable by Lessee
and Lessor, to change the deflnitian aitd scope of the term "Leased Premises," as used herein, so as to permit
Lessor and T essee co acquire, eonstruct, equip, or itaprove other additionat land and/or facilities, at the same
or other lacations, pursuant to this Lease Agreement and in accordance with applicable laws, with the same
effect as if they had been originaUy included in the Leased Premises. Notwithstanding the above, no
amendment to this Lease Agreement shall be effective wlthout the joinder and written coinsent of the Uption
,Assignee if the nature of such amendment would require the consent of the Option Assignee as provided in
Sectio�,6.1(bl(11 above.
Section 7.7. Applicable Law - Entire Understanding.
This Lease Agreement shall be governed exclusively by the pzovisions hereof and by the applicable
laws of the State of Texas. This Lease Agreement expresses the entire uaderstanding of the parties hereto
with respect to the subject matter hezeof and neither pariy hezeto has made or shall be bound by any
agreement or zepresentation to the other party with respect to such m�tters whicfl is not expressty set forth
in this Lease Agreement.
Section 7.8. Severability.
If any provision af this Lease Agreement is held to be illegal� Invalid, or vnenforceable under present
or future laws e�ective during the Term or any Extension'%rm hereof, such provisiQn shail be fuily severable
and this Lease Agreement shall be construed and enforced as if suah illegal, Invalid, or unenforceabie provision
had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and e�ect
and shall not be affected by the illegal, invalid, or unenforceable provision oc by its severance from this T.ease
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Lease Agreement a provision as sinailar in terms to such illegal, invalid, or
unenforceable provision as may be possible and still be legal, valid, or enforceable.
Section 7.9. Notices and Demands.
(a) All notices, ceriificates, demands, requests, consents, approvaLs and other sirailar instruments
under this L,ease Agreement shall be in writing, and shall be deemed to have been properly given and received
if sent by United States certi�ied or registered mail, postage pregaid, (a) if to I,essee addresset3 to Lessee at
k�. O. Box 619616, D/FW A.irport, Texas 75261-95�6, Attention: Vice President, Corporate Ssrvices, with copies
to: Johnson & Gibbs, P.C., 900 Jackson Street, Suite 100, Dallas, Texas 75202-4499, Attention: John R.
Johnsan, or at such other address as Lessee as from time to time may have designated by written notice to
L,essar, or such other counsel's address as %essee may from time to time deszgnate in writing ta I.essor and
Trustee, and (b) if to Lessor addreased to Lessor at iQUq Throckmorton, Fort Wort�, 'Taxas 76102, Attention:
Ciry Manager, or at such address as Lessor u��y have designated, from time to time, by written notice to
L.essee. Any notice� certiHcate, demand, request, consent, approval, or other similar instr�ment shall be
effective when actually delivered in writing without regard to the tnethad of delivery.
(b) Any notices rcquired to be given by Lessor or L.essee to Option Assignee pursuant to this
�,ease Agreement or copies of notices requited to be furnisheci to the Option Assignee under Section 6.1[bl(11
18
or 2 above, sha11 be given in the same manner as provided above at the fnllowing address (or such other
address as Option Assignee may designate to Lessor and [.essee in writing In the manner provideci above):
Alliance Airport, Ltd.
Hillwoad/1358, Ltd.
12377 Merit Drive
Suite 1700
Dallas, Texas 75251
Attention; Frank Zaccanelli
with copzes to:
Hughes & Luce
2800 Bank One Center
1717 Maiu Street
Dallas, Texas 75201
Attention: David Newsom, Fsq.
Section 7.10. References.
A11 references in this Lease Agreement to particutar Articles or Sections are zefezences to Articics
or Sections of this L.ease Agreement, unless othenvise indicated. Articie and Section headings are furnished
for convenience only and do not constitute a part oP this Lease Agreement. References in the singular number
in this L.ease Agreement shall be wnsidered to include the plural, if and when appropriate, and vdce versa.
Any times referred to herein shall be deemed references taFort Worth, Texas time.
Section 7.11. Successors and Assigns.
Thc terms and provisions of this Lease Agreemant shall be binding upon and inure to the benefit af
the parties hereto (and, where applicable, the Option Assignee} and their respective successors and assigns.
Section 7.12. Multiple Counterparts.
This Lease Agreement may be executed in multiple counterparts, each of which shaU be an original
but all of which together shall constitute but ane and the same instrument,
Section 7.13. Recordation.
T essor and Lessee agree not ta reoord ttus Lease Agreement, but both pazties hereto agree, on request
of the ather, to execute a memorandum of 2ease in recordable form and comptying wich applicable laws of the
State of Tearas, which memorandum oP lesse may be recorded by the party requesting same. The memorandum
must be in :orm acceptable to the Option Assignce.
Section 7.14. Attomeys' Fees.
'Th� prevailing party in any litigation related ta this L�case Agreement sha�t be entitied to recover from
the non-prevailing party or parties the reasonabte attomcys' fces and wsts incurred by such prevailing party
in connection with such litigation.
19
IN TESTIMONY WHEREOF, Lessor, acting through its board of directors, has caused its name to
be hereunto subscribed by its duly authorized President, and attested under its seal by its Secretary, pursuant
to a resolution duly adopted by its Board nf Directors; and Lessee has caused its corporate name to be
hereunto subscribed by its duly authorized ofi'icer pursuant to a resolution duiy adopted by its board of
directors, all being done as of the year and day first above written.
T .T .TAN��p4RT A'�JTHORPTY, TNC.
� . ,,
� � `
Y -
President
iSEAI..]
ATTEST:
%��..�- -1 / �/ ��� /
AMERICAN A►IRY.iNL�S, ING
By
Title:
THE STATE OF TEXAS
COUNTY OF 7ARRANT
BEFORE ME, the undersigned authority In and for the State of Te�s, on this day personally
appeared Wiiltam N. Garrison, President, Board of Directars af A1ltanceAirport Autharfty, Inc, known to me
to be the person whose name Ia subscribed to the foregoing instrument and known to me to be President
of AlllanceAirport Authority, Inc., and acknawledged to me that he executed the same for the purposes and
conskieration thereln expressed and fn the capactty thereln stated, �s the act and deed of sald Authority.
GIVEN UNDER MY HAND a►xi seal of office, this the /� �day of March, 1990.
��l'i'H F�f3WAA�
�'��j * Notar FuhLc Si„to of i'o�a
� ',���� �l� �af cn�+c:'r.��� %.xsas b�. ta. tie�
��yA�,,
t�y.'i��^.r'i�°�� r.y�r1L".fY+7l2b.i'��✓r/.2^-1�4'LVY:
(SEAL)
�.-C..�
otary Public in an or the
State o( Te�s
My commission expires on:
THE STAT� OF TEXAS
COUNTY OF TAWRANT
B�FORE ME, the undersigned authoriry in and for the State of Te�s, on this day personaBy
appeared David Chappell, Secretary, Board of Directors of AllianceAirport Authority, Inc, known to me to be
the person whose name is subscribed to the foregoing instrument and known to me to be Secretary of
AlllanceAirport Authority, Inc., arxi acknowfedged to me that he executeci the same for the purposes and
consideratlon therein expressed and in the capacity thereln stated, as the act and deed of said Authority.
GIVEN UNDEFt MY HAND and seal of offlce, this the � day of March, 1990.
,,,•pY"P`„ ' .
�2i �""'"`'e`� i DEB81� MCDANIEL
,���,1y � COMMiSSiON EXPIREB tary ublEc a or the
�,�,,F .K;;,+�.� MAfiCH 23, 1992 State of Te�cas
n,,,�.,•
'``'`'�`„"y'`` " My commission expires on:
(SEAI�)
l.�
.� . .
IN TESTIMONY WHEREOF, L.essor, acting thraugh its board of directors, has caused its name to
be hereunto subscribed by its @uly authorized President, and attested under its seal by its Secretazy, pursuant
to a resolution duly adopted by its Board of Directors; and Lessee has caused its corporate name to be
hereunto subscribed by its dnly authorized officer pursuant to a resotution duly adopted by its board of
directors, all being done as of the year and day first abave written.
�r.r.rnrvCEAlitpORT AUTHORTI'Y, INC.
�
CsE�.�
ATTEST:
Secretary
President
AMEIiICAN AiRT.iNRC� ]j�jC,
BY '"
Titie: Vice Presid and 'I'reasurer
THE STATE OF TEXAS
COUNTY OF TARRANT
BEF'ORE ME, the undersigned authority in and for the State of fiexas, on this day personally
appeared Daniel P. Gaztner of American Airlines, Inc., knov�m to me to he the
person whose name is subscribed to the foregoing instrument and known to me to be the
Vice President and Treasurer of said Cc�rporation, and he acknowledged to me that he
executed the sama for the purposes and consideration therein expressed and in the capacity stated, as the act
and deed of said Corporation.
GIVEN UNDER MY HAND and seal of of�ice, this the _ day of March, 1990.
,, •� ,
,[„��� ���c � -L r.'(,�:: � •\� .,G . . �.. G .? L C ��. G '(�/
Notary Public in and for the State of Texas
My commission e�cpires on:
jSEAL.]
. ,
� .�• _I. _y .
DESCRIPTION 4F T'HE LAND
EXHI BI T A
D.scriptioa of Praporty
Pa►ge 1 ot 2
Seing a cract ot land out ot th• C. Ovarton Surr�', Abstracs No. 972. and
che �. MeDoesld Surv�r, Abstracc No. 786� locsced in th� Cit� ot Fo�c Yorth,
Qencon Cauncr� t'�xas. and b�in� part ai a eraet of lind conve��d to Allirnce
Airporc� Ltd.. as r�cordb in Voluw 2651� Pase 412 ot cha ONd,R�corda ot
O�ncon Count�� T��cas. and b�in� parc ot s tr�ct ot laad coa+►�'M to
Hi1lMood/13Se� Ltd.� ar rMcord�d in volu� 2512� Pap 46G o[ a�id 0�1 r�o�ds.
aed b�in� part of a cracc ot lsod conro��d eo H�13aood/I)Sa, Ltd. +u ��cordN
in Valua� 231�, Pa�e 4�1 ot aaid D��d r�eords, aad b�in� �o�• psstieulasl'
d�serib�d u follova:
C�aeiae �t t!M aoctMsi� northwit eorsor at r� Alli�e� Air�ost. Lcd.
craee� �id cos�s b�ta� os �hu �ut rtp�t-o�-w� lir ot t!r A.?.S.t. RatlroM
(100 LMe ri4�) i
"tl�S� Sa�tb 24 dpr� 16 aiiwtN 1S Mwt. ala■� Nii �t lia�•
a dioweo o! 22t.70 tMt to a piat !oe • �orre� s� aee�n' O�ia� t�
iae.taKeia� ot �sie rse ua� vitea er aa�c� ripe-oe-w� i�an ot �re�o«4
la�l� hrkw� (130 tNt +r�i�) t
Th��ea Sortb 6S d�ps+� ��tw �S Meo� fs�t� i�aetiai Mi+l rst li��t•
aw aloq ,ri� � lir. a Iista�� ot t�.�9 iMt �r �►e •� c�arrse�e•
ot s eitrtilas ext�r� ce tA� l�ft M� � eatiw ot 1210.00 tMet
'llyw isst�rl�, e.a�tia�ia� ala� Mii �ostl� li��• +�1 ala�t nii esr� t�soyM
a a�at�sl �l� ot 1! Mss�a �! idast�s 07 Neo�is. �a yte �i,�ta�e� o! i33.Os
f«t Ca w iras rvi sK to� tb� »iat ot i
Z'lwi�e� latti�l�. e.o�►tl�wi�� a�ay wii rwti liar. ri �1w rid e� �
�t cwtsal +�+�1_� ot 1� M�nrw 3n dww � ai �re t�ata� a! � 3A
b�t� 'k�tl� p N�s� ZZ S� �
t�at to w i�v� eai Mt t�e iCM }minC at 'i
�ibNC! � � 0i `i • �
i1Mo • �t oi� t ICO [C� :�: 0 i
�. ��
• �t is'J"l.�q � t►� �� e t a �
. !4 � � • o! lli4.�.1
tMt te t�i NIt �ie o Co • �� a1 t�11 1'
i�i��[�w11� 11r0 �t /l�+1 Tisiwy � Ila � i !Nt ) • �
co w� e e� ei � e o! lOS0.04
� e 4' 47 �i
'rt�o ' .
• ewt le ot �3 1! • , at 7l3.i'2
t to i !oe �at ot 's
C 47 � �
asrth li � a di • ot .
S t ta ir r i 4 `� +
cota�8 iA 1 ot � All a 11i • L�• te
�xxz si m A
Deecription of Property
Pag• 2 af i
CON'TINtJEt?
ai,a b�ia� an tbt rae ri�ht-otwrr ot � tsset ot laM eai�ry�t ts ti� City
ot Fort Yoctb, k� �u tb� Alliar�e� Air�aet. +�s neoel�l i� �oisr . l279.
Pap 3Qi Qt ttw D�1 R�oeda ot Tuswc C�t'• Tm�. a�t �e� 2�2, !rM
209 oE e!r OwN lt�cer�a v! DM►to� Ca�at�� Ti�i
?1�t Nost� ! d�ew S) dartM 1' McoM� Mat. M�sti� raLt �re� Lia,R�
alo�� ee� ea�o� l�r waw� n� aey ot f�et 11�ets tsaee rri �ilt�e:
�ie'}oet essct, a �iN�+re� �! 11Q0.00 !�t t� a� isra tM � t«t s eses�e2
'l1�se+�
llac�! 1� Z� �da�ec�r ZZ Yrt, ��
lir►. • o� �4.7'! tMt t� �a ir�s tM t i�s � s
li+w. '� o! � QO t�t es r is�� wl t�Gre o =�
Th�nc• Noech 73 dqr�es S2 rinutfs SS sfeoaAs Wst. s di'taaee at �21.�� tKe
co an iron rod touM [or a corn�r� ss�� eorn�e b�ia� oq �aid co�ios liair
b�cw� s+rid Cicr ot Fost Mo�th tract aad said Allfaa�c� Aiepatt. Lt�. traet;
'[l+euc� Nortb 9 dNrNs S3 �lauta 13 s�coMa M�st, ilas wi� aa�oi liw,
a diataac� ot 103.1♦ tNe to a� ieo� rai s�c toe � aorre� nt� �osau b+.,►`
on Ct� Nat�rl� ri,ptt.ot-wt liM ot a p�o�o�N stswt (80 t� +rii�)t
'x'lwacf [bnA 24 dKew 18 �is�tt�► 13 4�t, �stiy sati ca�o�
lt,�� a�i ala�� ri� �t�sl� lie�. � tista�eo e� �4.i1 lNe eo u lra� �al
srt loe td� pine ot cw�trn ot a e.lresl�s aww a dM IrK� e rMiw
ot :�0.00 lne;
'lf�oo� Moeelwse�sl�, a�tiMia� +�la�i a�l �1� lir. ard at� �W
cu�sMo t�eer�i • t�atsal a■�l� at � i�rarr 8'1 �o� 3�t �rewMr. � asc
d ot .7I tMR tn rf in� t�t a�rwa�ss
ol a crr�+e e� RM l�t a e �[ .00 t=
i'. dt if • ol �
c, s ot 11 . a� aec
ot .!S tMt �e aa irea is� �e `�
�taarl�y�i� �i�t��ot 21.M Lat t� t� l�t� � �wl �G�atat
a I � • •
EXHTBTT B
PERMITTED EXCEPTIONS
. ,�
EXHI BI T 8
Exceptions ta Titl.
Pags 1 of 2
1. Restrfctive covenants recorded in vnlume 2382, Page 232,
Volums 2382, Page 225, Volums 1416, Page 3b9 Deed Reoords,
Denton County, Texae, and Huilding Reetri,ction recorded in
Volume 2620, Paqe '746, Deed Recordd, Dentnn County, Texas;
Volume 2628, Psge 8S2 and Volume 2628,. P�ge 823, Deed
Recorde, Denton Gounty, T�xar and Volum. 9671, Page 1002,
Deed RecorB�, Tarrant County, Texa..
2. Term�� provisfoas� r.serictiona and eas�nta af Cl�sr Zcne EasemenG and
Releas� fro• Allianca Airport, Ltd. co th� Citq of Fort Worth daced May 24,
1988, filed Mar 24, 1988, recordsd in Volum� 23$2� pag� 225 of the Deed
Record� of t3�nton Countq� T�xas.
3. An undivided fort�-fiv p�rc�nt (4S�) ieterest in th� oil, gas and other
minersls of everr charact�r in aed uad�r th� h�r�in dfscribed propercy,
r�strved in instrus�nt froa Fare Shota�r Tallr, individwll,y and aa
Ind�p�ed�nt Ex�cutrix of th� Estat� ot E.C. Tallr, Q�ce�sed, Edvard Curtis
Tall�r� II and w3it. Onets 1'slly� Richsrd Shotnrc Ta12�, s.sd Naucr Jan� Tally
R��nolda, to H.x. P,rot. dat�d Au`ust 12, 1483� Eilrtd S�ptaber 3, 1985,
r�cordad in VoluM lill. Paso 16 ot th� DMd Raeords of D�ntoa Countq� Texaa.
Title t�o said 3nt�rest has not b�a inv�stiQatfd �ubs�qusnt to th� dnte
oi t!k sEor�uid instru�at.
4. M undividsd ona-half intrrost ia aad to .12 oil, �t• and oth�er minerals
o! �v�s7 charact�r in and undfr tt� Mr�in d.urib�d proptrt', res�rved in
iestrus�at lron Rosco Minton and vii�. �atdsya Minton to 8ra�st D. Fenner
and Doris F�aa.r, dat�d August 4. I9S0, fil�d Ausuat 8. 1950, secorded in
YoluN 363. Psf� 539, oE th� D�+�d Qicord� ot D�atoa Count�� T�xas. Title
to asid iqtMr��rt has not b� iayssCi�atrd subs�quaee to tlt� dar• oi th:
aforMsaid irstruMat.
S. A S�C son-particip+�tiae roralt' inter�st ia anr and sll�oil, ga�, undr
arsv.l. cosl and otb�s surfacs aad sub�nrlKo �imwrmla oi .very charactlr
ia aad uador tb� b�e�ia d rib�d propsstyo rossr�►fd 1a ia,�t nc fro�
Poeorsoa. Farn. �ae.. a T eorporati� .to Niliwod/1358� Ltd., dated
Jaawry S� 1909• til Jaawry S� 1�1� r�e.ocd ia Yol ZS12, Fa�f 460,
ot e!M Dwd rd• of tou Conaty, T�u. Titl• to aw�d int.raat has
4 not bNa inre�rti�pat.�d su wat eo �� dat� ot tt�e afoc.�aid instrwr�+ar.
6� A Sd� ooa-p��ticipatia� royalt' iat�r�et ia suY and all o�Z, �as, sand,
ara�l, eoal ato;d oth�r a�rface subtnrtus nivarala of ovsry character
in aad wtder th� b�r da�eri prapsrtro riiarv�d ia iaoLn�tnC from
Ca1viA D. P�t.gson, L. Poter , 1 L. Pst�raaa sad R i. Peteraon
to Hilixood/1350. Ltd., t J s� S. 1 , PiB J wtr� 3. 1989. recorded
ia VolwM► 2512, E�a�r 4710 0� the osde ot taa Co�aat'� Toass. Title
to id iakorr,at aoC iodArti C �eu wut to t!s! date o� the
atorr id iast t.
7• 'Cltar Zaa� t d��1� e 3une 2i. 1 . c ord�d in Vol 2620,
Pa�e 73Q� Dwd Weorde, �aeo�a Couaey� ?ex�o.
EXHI BI T B
Exception� to mitle
Page 2 of 2
a• Terss and provisionn oE N nts rgwrv�d in Dt�ds fros Hillwoo�/1358, Ctd.
and Allisac� Airport� Ltd.. dut�d Au�ust 10, 19$9� recordeci ia Voluso 2628�
Page 895 and Volum� 26�8, Pat. 88b, D*�rd ��corda, Denton Caunty, Teuas.
9. T�rma and conditicas oi Duclarstion of Cov�aonts� R�striction� and Easements
record�d in �olua� 2625, Pa�� 823, D�fd R�cords� D�nton County� Texas.
10. Terms and conditioas of Ordinsnco No. 10113 b� the Clt� oi Fort Worth� dated
May 17. 1988; s�id Qrdinnnc• atr.ach4d to Grsnt of Acc.ss Right Eilad May 2G,
1988, racord�d in Vol 2382. Ps�. 2�1 of th� Q�ad R.corda of Dallas County,
'Tex$s.
11. Teras and provisiona oi D�claration o� Covsnaots aad �estrictions recorded
ia yoluu 2628. Pa�e 8�2. DNd R�cords. D�aeoa Cauatr� T�xa�.
12. Ri�ht o! First Opportunit', Rishts ot RApurchas� sttd Hur Back Option A�{rtement
r�cordad ip �olu� 2628. Pa�e 9�9. D�fd i�COYda, D�atoa Couac7� T�ra�.
13. M�oraeidu� oi l�ast�r Aer at �teord�d in Volu�e 2629, P.�a '7'�3, Deed
R�cords, D�atoa County• '�osas.
AmericanAirlines
March 22, 1990
AllianeeAixport Authori�y, Ina.
1000 Throckmortan
Fort WOrth, Texae 76102
re: Le�ee Agr�emeat by and.between AllinnaeAirport Authority,
ae Lessor, and Ameriaan Air�i.nee, Inc„ ae Leseee, dated
MarCh 1, 1990
dentlemen:
Attached p].ease iin8 �► Certificate af Average Eoonomio Life,
pxepared �nd BelS.vered pursuant �o Seation 1,2 (�) o� the abcve-
captioned leaea agreement. In r�000rSanoe with ea��.d Section 1.2 ( f),
on o� before the date on which any of the property lieted on the
Certif�.aate is f�,rst plaoed in se�xvice,the CextiEicate will, be
amended by Leaeee to reflect aatual f�ats e�nd revieed expectetione
of Leseee.
Very �ruly youre,
Ameri Airlinee, zna., Leeaee
By �}
Tit7.9s Serinr Vi,�-e Pres; 1��- f�l�e
v
_.`1 P. q. Boa 619616, Dallas/Fort Wortd Airport, Te�a ?5261-9616
CERTIFICATE OF AVERAGE ECONOMIC LiFE
Componentl
Ramp Paving
Water Storage�ro
Hengar
Warchouse
Turbine Sngine Ovsrhaui
Heat TreaUMSB
Structucrs
�'acilities Maintensnce
Barrel Storage
Waete Treatment
Paifing Lots
Site Utilities
Engine Test Celi
Fuel System
Central Plant -
Structucss
Equipment
Design and Engineering
for �'aciUry Layout
In Respect of Property I.eased Pursuant to
that Certain I.ease Agreement by and between
AllianceAirport Authority, Inc., as Lessor
and AmerIcan Airlines, Inc., as Lessee dated
March 1, 1990
Rcasonabty Expecced
Economic Lifez
Cost to be Financed with
Hond Prooeede3
Weighted 'Expected
Economic Life
1A
45
50
64
45
45
4S
45
45
as
?A
as
45
4S
45
22
4S
iz.�o
3.28
98.45
18.50
32.Q0
2.32
11.70
5.10
1.1A
io.00
3.48
4.50
13,00
2.83
9.0?
9.07
8.76
�ss.00
1A7.60
4,422.50
1,110.00
1,440.00
104.40
526,50
229.50
54.00
aso,00
69.60
1A2.50
585.00
127.25
407.93
199.43
394.20
On1y includea eomponeats finanad with procttds of Bonda,
Tha "nesaooabt}r eKpected economIc Itfe" ie cither (i) the eoonomic life of the component, determined on the basis of the prior
rxperieuas of the Ueer in ueiag eimitar pmp�:rty, or (ii) elther. (a) in the case of a wmponent wiuch ie a building, tha guideline
tife uadar Rev. Pznc. 62�21, 1962-2 C.H. 418 ��capt that We reaaonabty expected aonomic li[e of the hangar building has been
dete�mlaed on the baele of prior eq�erience of the Ueer sa baing 50 yearoj; and (b) in the cax of a componcqt which Is not a
builciin�, sa the midpaint llfe under the ADit aystom of depraaatioq. in ao c�se hae any aomponent bcen plaood ia semce prior
to tiie date of ieauance of the Bonda, 'Ibe reawasbly e�pectod ecoaomic llfe of each componmt thencfore has bxn increased
by t6e peziod oP timc meaeurat from the date of issuana oF the Bonds to the datc the component ia �ted to bc placed in
servicc. For purposes hereof, the term "placed in sen+ire" meane the dete a camponent would bc ellgibte for thc investment ta�c
credit and acaierated cost recovery deductiona under ttie Internal Revenue Code v+ere �uch pewiaiona appllcable to such
ProP��Y•
The cast of such componeni multipUai by Its reasonabty e�cpected eoonotqic iife.
F�cpected In-Service Date
March 1, 1992
Residual Interest Possession Date Calculation
Total Weighted Average Life
divided by
Tota! Costs Financed
e9uals
Weighted Average
Economic Life
times 80%
equals
Maximum L,ease Period
yielding
Residuai Interest Possession Date
$11,228.41
$246.1.6
45,61 years
36.49 years
Angnst 1, ?.(Yl8
�
Exhibit B
Master Epuipment Lease
0
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MASTER EQUIPMENT LEASE AGREEMENT
by and between
A.LLIANCEAIRPORT AUTHORITY, INC.,
as Lessor
and
�
AlV1ERICAN AIRLINES, INC.,
as Lessee
Dated: April 1, 1991
T.ABLE OF CONTENTS
Pa�e
ARTICLE 1. DEFINITIONS
1.1 De�initions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2. EQUIPMENT LEASED
2.1 Pro,�erty to be Leased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
�,.2 Certi�cate of Economic Life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 De've ........................................................ 3
2.4 Use ............................................................. 3
ART'ICLE 3. TERM, RENT AND OTHER PAYMENTS
3.1 Te.� ........................................................... 4
3.2 Basic Rent ...................................................... 4
3.3 Taxes and Other Char�es . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 4. COVENANTS WTTH RESPECT TO TI-iE EQUIPMENT
4.1 Ownership of the E.quipment, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.2 �mpliance with Laws . ............................................. 5
ARTICLE 5. TAX ELECTION AND INDEMNITY
5.1 Assumption ...................................................... 5
5.2 ReportinK R_equirements ............................................ 6
ARTICLE 6. WARRANfTIES BY LESSOR OR VENDOR
6.1 No Warraztttt . . . . . . . . . . . . . . . . . . . . . e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.2 Assi�ent �f Wa�an�ties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 7. RISK OF LOSS� INSURANCE
7.1 Ris�CofLnss ..................................................... 6
7.2 Insurance ........................................................ 6
7.3 I.,cLss pama�e and Destruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE �. EQUIPMENT OBSOLETE OR SURPLUS;
REPLACEA�iENT OF EQUIPMENT
8.1 uinment Obsolete or Surntus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.2 $P�l��nae�t, of Eaujpme�t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
0
Pa e
ARTICLE 9. DTSPOSITION OF EQUIPMENT FOLLOWING EXPIRATION
��l
10.1
10.2
10.3
ARTICLE 11. DEFAULT AND REMEDIES
11.1
11.2
Redeliverv....................................................... 7
AR.TICLE 10. LEASING; ASSIGNMENTS; LEASEHOLD MORTGAGES
Leases and O�eratin� Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Assignment....................................................... 8
Leasehold Morteaees . .............................................. 8
Defa......................................................... 9
Remedies.......................o............................... 9
ARTICLE 12. LESSEE'5 FATR MARKET VALUE PURCHASE OPTION
12.1 Grant of Option . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . 10
12.2 Method of E�cercise of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
12.3 Determinatiott of Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
12.4 Transfer of Title to Citv . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1I
12.5 Terms and Conditions of Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 13. MISCELLANEOUS
13.1
13.2
13,3
13.4
13.5
13.6
13.7
13.8
13.9
Notices............................ ........................... 11
Consents....................................................... 12
Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Successorsand Assi¢ns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Multiule Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Governin� Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Sega; ta e Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Entiretv apd .Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Venu.......................................................... 12
A
ii
I�� : `fY�l: ' • 11' �I• • . • :+�G 1:�
'This Master Equipment Lease Agreement (this "Agreement") made and entered into as of April 1,
1991, by and between AilianoeAirport Authorlty, Inc., a nonstock, nonprofit industrial development
corporation created by the City of Fort Worth, Texas (the "City"), pursuant to the laws of the State of Teacas,
including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended
("Lessor"), and American Airlines, Inc., a corporation organized and existing under the laws of the State of
Delaware, with its principal ofiice in Fort Worth, Te�s ("Lessee").
ARTTCLE 1. DEFINITIONS
1.1 Deflnitions.
"Acquisition Closing Date" is deSned in Section 12.5.
"Affiliate" shall mean (a) any Person directly or indirectly ovvning, controlling or holding with power
to vote 10% or more of the outstanding voting securities of the first Person, (b) any Person, 10% or more of
whose outstanding voting securities are directly or indirectly owned, conuolled or held with power to vote by
the first Persan, (c) any Person directly or indirectly cantrolling, controlled by or under common control with
the first Person, (d) if the 6rst Person is a partnerstup or a joittt venture, any general partner or venturer of
such partnership or joint venture, or (e) if the first Person is an employee, ofgcer, director or general partner,
any Person for which the first Person acts in such capacity; as used herein, the term "control" means the
possession, directly or indirectly, of the power to dfrect or cause the direction of the management and policies
of a Person, whether throngh ownership of voting securities, by contract or otherwise.
"Appraisal Date" is defined in Section 12.3.
"Basic Rent" is defined in Section 3.2.
"Certificate of Economic Life" is defined in Section 2.2.
"Code" means the Internal Revenue Cade of 1986, as amended.
"Debtor Relief Laws" means any and all applicable liquidation, conservatorship, bankruptey,
insolvency, rearrangement, moratorium, reorganization or similar debtor relief Laws affecting the Rights of
creditors generally, from time to time in effect.
"Default" is de5ned in Section 11.1.
"EquipmenY is degned in► Sectian 2.1.
"Equipment Cost" means, with respect to an item of Equipment, the price actually paid for such item
of Equipment by Lessor or by Lessee on behalf of i.essor, iacluding, withont lim�itation, the purchase price
of such item (or any portioa thereof, however designated), any sales ta�oes paid with respect tbereto, and any
other costs rea�onably incurred by Lessor in connection with tha purchase (including without limitation,
transportation and other pre-delivery costs and expenses, and costs and exp�nses of installation, set-up and
testing and other similar costs and expenses required to put such Equipment into its intended useful capacity).
The Equipment Cost in respect of any item of Equipment will be reduced by the amount of any rePunds
received by i,essor from the seller thereof, if, as and when received by I.essor.
"Ec�uipment Schedule" is deflned in Section 2.1.
"Fair Market Value" is defined in Se�tion 12.3.
"Ground Lease" is defined in Section 2.3.
"Independent Appraiser" means a person or firm experienced in appcaising or knowledgeable
regarding the value of properly similar to the Equipment in question, which individual or firm shall not be
a member, director, officer or employee of L,essoz or Lessee and, in the case of a firm, shall not have a partner,
member, direct4r, officer or employee who is a member, director, officer or employee of Lessor or Lessee.
"Initial Facilities Agreement" and "Facilities Agreement" are defined in Section 2.1.
"Laws" means all statutes, laws, ordinances, regulations, orders, writs, injunctions and/or decrees of
the United States, any state or territory of the United States, the District of Columbia, any foreign country,
any Tribunal and/or any country, city or other subdivision of any State.
"Lien" means any lien, security interest, pledge, mortgage, chattel mortgage or other encumbrance
of any name or nature whether arising by contract or under Laws.
"Master Agreement" means that certain Master Agreement for American Airlines Maintenance Base,
dated August 10, 1989, by and among the City, I..essor, Lessee, and the other parties named therein.
"Mortgage" is de�ined in Section 10.3(a).
"Notice of Intent" is defined in Section 12.2.
"Option" is defined in Section 12.1.
"Permitted Liens" means (a) any Lien for Taxes not yet due and payable, (b) mechanics' and
materialmen's Liens for services or materials for which payment 'ts not yet due, (c) the following, if the validity
or amount thereof is being contested in good faith and by appgopriate and lawfiil praceedings and so long as
levy and executiott thereon have been stayed and continue to be stayed, and the same do not materially impair
the Rights of Lessor in the Equipment: claims and Liens for Taaies due and payable and claims and Llens of
mechazucs, materialmen and other like Liens, (d) the Master Agreement, and (e) any Mortgage permitted by
Article 10.
"Person" means any individual, corporaiion, business trust, uninrorporated association, company,
firm, partnership, joint venture, Tribunal, trust or other entity.
"Residu�l Interest Possessian Date" me,�ns, with resgect to an item of Fquipment, the fnal day of
that period which coznmences on the date on which such item of Equipment is or is expected to be placed in
service and which is of a duration equal to 80R'o of the reasonabty expected economic life of such Equipment,
computed as provided. in ANNEX II of F.xhibit A.
"Ri�hts" means rights, powers, remedies or priviieges.
"'I'axes" means any and all gross income� gross receipts, net inoomc, franchise, sales, use, value added,
excise, persoaal property, stamp, interest equalization and other taxea or fe�es impased by Laws or by any
Tribunal, together with anq penalties, fines, additions to ta� or intcrest therean.
"Term," with respect to each item of Equipment, means the term of this Agreemene with respect to
such item of Equipment pursuant to Section 3.1.
"Tribunal' means any local, state, federal, foreign or other oourt, legislatute, or other governmental
body, department, commission, board, bureau, agency or instrumentality.
2
ARTICLE 2. EQUIPMENT LEASED
2.1 Property to be L.eased. In consideration of the covenant of Lessee to pay rent as provided
herein, and the other covenants contained herein, and subject to and upon the terms, covenants and conditions
herein, L,essor agrees to purchase and lease to Lessee, and Lessee agrees to lease from Lessor, the equipment
and other personal property (the "Equipment") described in the one or more equipment schedules, in the form
of Exhibit A(each, an "Equipment Schedule"), to be executed by Lessor and Lessee &om time to time within
60 days after the whole of an item of Equipment is accepted by Lessee, and each Equipment Schedule will
thereupon be attached to and made a part of this Agreement for all purposes; provided, however, that Lessor
shall have no pecuniary obligation in respect of the purchase and lease of the Equipment beyond the making
availabie to Lessee for such purpose the proceeds of AliianceAirport Authority, Inc. Speciai Facilities Revenue
Bonds, Series 1990 (American Airlines, Tna Project) in the original aggregate principai amount of $350,000,000
issued pursuant to that certain Facilities Ageement dated as of March 1, 199(), by and between Lessor and
Lessee (the "Initial Facilities Agrreement"}, or the proceeds of bonds issued pursuant to any similar facilities
agreements entered into by Lessor and Lessee relating to such Equipment (the Initial Facilities Agxeement
and any similar facilities agreements are herein referred to collectively as "Facilities Agreements" and singularly
as a"Facilities Agreement"). Nothing in the preceding sentence shall be construed as modif}ring Lessor's
obligations under the Facilities Agreements or under the Master Agreemen�
2.2 Certificate o� Econo�ic Life. Upon execution and delivery of each Equipment Schedule;
Lessee shall attach thereto a certificate (the "Certiflcate of Fconamic Life") on whieh shall be described. in
generai terms each item of Equipment set forth on such Equ�ipment Schedule that is to be �inanced in whole
or in part with proceeds of bonds issued by or on behalf of a governmental unit, which bonds are intended
to be obligations described in section 103(a) of the Code, the interest on which is excludable from the gross
income of the owner thereof for purposes of federal income taxation.
The Certi�icate of Economic Life shall set forth:
(i) the reasonably expected economic life of such Equipment (determined in
accordance with the provisions of section 142(b)(1)(B)(ii) of the Code),
and
(ii) the date on which the such Equipment is or is expected to be placed in service,
(iu) the Residusl Interest Possession Date applicable to such Equipmen�
On or before the date on which any such Equipment is placed in service, the Certiflcate of Economic Life with
respect cheret� shall be amended by Lessee to the extent necessary to reflect actual facts and revised
e�cpeccations o� Lessee with respect eitb.er to such in-service date or the reaso�abty expected economic life of
such Equipment. A copy of any amendatory or yupplementary Certificate af Economic Life shall be promptly
provided to L,essor.
2.3 �gjjvgn L�essor hereby appoints Ixssee as its agent for inspection and acceptance of the
Equipment. Each item of Equipment will be delivered to L,essee, and thereaPter located oa the Land described
in that certain Lease Agre,�ment dated as of March 1, 1990 by and between Lessar and Lessee (the "Ground
L,ease"). Upon such dellvery, Lessee will inspect the same, and if such Equlpmeat is found to be acceptable
in L,essee's judgment, accept delivery of such Equipment on behalf of Lessor and Lessu.
2.4 S j,�g. Lessee is granted and shall have the right during tho Term (as deSned herein) with
respect to each item of Equipment to possess and use such Equipment for aay lawful purpose and in any
lawful manner, subject to all Laws applicable to such Equipment, and further subject eo the Permitted L.iens.
ARTICLE 3. TERM, RENT AND OTHER PAYMENTS
3.1 Term. The obligations of Lessor and L.essee under this Agreement will. commence upon
the execution hereof by Lessor and Lessee and will end upon full performance and obseYvance of each and
every term, condition and covenant herein and in any renewaLs or extensions hereof. Subject to the provisions
of Article 8, the Term of this Agreement for each item of Equipment will begin and end on the dates specif'ied
in the relevant Equipment Schedule for such item of Equipment; provided, that no Term with respect to any
Equipment financed under any Facilities Agreement shall eactend beyond the Residual Interest Possession Date
established in the Certificate of Eeonomie Life with respect to such Ec�uipment as described in Section 2.2.
3.2 Basic Rent. The aggregate base rental (the "Basic Rent") payable by Lessee to Lessor for
the use of all Equipment from time to time leased hereunder is One Dollar ($l,OQ). L,essor hereby
acknowledges receipt in full of the entire amount of the Basic Rent.
3.3 Taxes and Other Charees. Lessee agrees to pay, in addition to the payment of the Basic
Rent, prior to the delinquency thereof, each and every lawfui cost, expense and obligation of every kind and
nature, foreseen or unforeseen, for the payment of which Lessee is or shall become liable by reason of its
estate or interest in the Equipment, or any portion thereof or by reason of or in any manner wnnected with
or arising out of the possession, operatian, maintenance, alteration, repair, rabuilding, use or occupancy of
the Equipment, or any part thereof. Lessee shall pay and dischazge, prior to the delinquency thereof, all lawful
Taxes imposed an the Equipment which at any time during the Term in respect of such Equipment shall be
or become due and payable by L.essee because of its Rights or obligations under this Agreement and which
shall be lawfully levied, assessed or 'rmposed in respect of such Equipment under or by virtue of any Laws,
provided, �hat with respect to special assessments or other governmental charges that may lawfully be paid in
installments aver a period of years, Lessee shall be obligated to pay only such installments as are required to
be paid during snch Term. Lessee, upon written notice thereof to L,essor, may contest in good faith any such
Taxes, and in such event may permit such Taxes to remain unsatisfled during the period of such contest and
any appeal therefrom. Lessee also agrees to pay or cause to be paid all lawful charges for utilities and services
used, rendered or supplied to, upon ar in conneccion with the Equipment
The parties hereto acknowledge that the City and other governmental units having taxing jurisdiction
over the Equipment have granted cerEain abatements of ad valorem taxes with resgect to the Equipmen�
Lessor acknowledges that L.essee shall be entitled to the beneSts of such taa abatement arrangements and non-
payment of ad valorem taxes by reason of abatement shall not consritute a default or breach of this
Agreement.
ARTICLE 4. COVEN� WITH RESPECT TO THE EQUIPMENT
4.i ershi�of the Eaniomen�
(a) I,essee covenants and agrees that eaccept for this AgreEment, encumbrances ro secure
indebtedness as express2y permitted by this Agreement, and Permitted Liens (but subject ah�vays to the
provisions of Article 12 hereo�, I.essee wlll not create or suffer to be created any Lien upon the Equipment,
or any part thereof, and that it will satisfy or cause to be discharged, or will make adequate pmvision to satisfy
and discharge, within 60 days after the same shall occur, all claims and demands for labor, materials, supplles
or other items which, if not satisfied, might by law become a Lien upon the Equipment, or any part thereo�
provided that Liens for labor and materials arising by operation of statntory law shall ndt be within the
purvi�,wv of this paragraph if, when such liens shall be perfected, Lessee shall caus� them to be promptly
discharged, or if Lessee is diligently contesting the validity of such lien, may utilize the provisions of
the next succeeding sentence. If any such Lien shall be filed or asserted against L�ee or the Equipment by
reason of work, labor, services or materials supplied or claimed to have beea suppliai on or to Lessee or the
Bquipment, at the request or with the pecmission of Lessee or of anyone clai�ing under it, Lessee sball, within
60 days after it receives notice of the filing thereof or the assertion thereof against the Equipment cause the
same to be discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest,
payment, deposit, bond, order of court or otherwise. Nothing in this Article shall require Lessee to satisfy or
discharge any such claim or demand so long as the validiry thereof shall be contested in good faith and by
appropriate legal proceedings without cost or eacpense to Lessor.
(b) Each item of Equipment is and shall remain personal property and shall not be deemed
to be affixed to or a part of the real estate on which it may be situated, notwithstanding that such item or any
part thexeof znay be or hereafter become in any manner physically affixed or attached to real estate or any
building thereon. No Right, title ar interest in any item of Equipment shall pass to, or be owned, held or
claimed by Lessee, except the Right to maintain possession and use of such item during the term of this
Agreement so long as no Default, or event which, with notice or lapse of time, or both, would become a
Default, has occurreri and is continuing hereunder, and except such Right, title and interest which may pass
to Lessee by reason of its option to purchase such of the Equipment pursuant to Article 12 hereof.
(c) Upon Lessor's request, Lessee shall, at LeSsor's expense, affix and keep afiixed in or on
any item of Equipment, labels, plates or other markings, acceptable in design, placement and content to
Lessor, including that Lessor is the "owner-lessor" of such item of Equipment; provided, however, that Lessee
shall not be required to affix any such materials if in the reasonable jud,gment of Lessee such af�xation would
interfere with the use oF such Equipmeni for its intended application.
4.2 C�, mpliance with Laws.
(a) Lessee will, throughout the Term of this Agreement with respect to an iiem of Equipment,
and at no expense to Lessor, promptly comply ar cause compliance with all Laws which may he applicable to
such Equipment and the repair and alteration thereof. With regard to L.essor, acceptance by Lessee of
Equipment shall constitute acceptance of such Fciuipment in its condition on the date of snch acceptance, and
an assumption by Lessee of all risks, if any, resulting 6rom any present or future, latent or patent defects
therein or from the failure of such Equipment to comply with all legal requirements thereto, reserving
however, any and all Rights of Lessee with respect to parties other than Lessor.
(b) Lessee shall not be required to comply or causc compliance with such Laws so long as
Lessee shall, after prior written notice to L,essor, at L,essee's e7cpense, contest the same or the validity thereof
in good faith, by appropriate proce;edin�. Such contest may be made by %essee in the name of L.essor or
Lessee, or both, as L.essee shall determine, and Lessor agrees that it will, at Lessee's expense, caoperate with
Lessee in any such contest to such eatent as L,essee may reasonably reques� It is understood, however, that
Les�or shall not be subjer,t to any t�bility for ihe payment of any costs or expeases in connection with any
such proceedings braught by L.essee, and Lessee covenants to pay, anci to indemnify and save L,essor from, any
such costs or exgenses.
(c) L,essee shall, at its sole cost and expense, keep and maintain the Equipment to the e�cttent
necessary to comply with any applicable Laws. L,essee covenants chat it will not use or permit the use of the
Equipment for any unlawful parpose.
(d) Notlning contained in this Section shall be deemed a waiver of any of the Rights of L.essee
granted pursuant to the Master Agreement, Including without limitadon, Article VI thereo�
. � r � - _ MY �. :.1� I.IT:�„ ►iY11'1
S.1 ��,pt on. This Agreement is being entered into on the assumption chat for Federal
income taa purpc�ses, Lessor will be treated as the owner and lessor of the Equlpment, and Le.� (and any
successors thereco hereunder) understand and agree that L.essee (and any successors thereto hereundec) will
5
not claim any deduction or credit for federal income tax purposes for depreciation or investment taac credit
with respect to the Equipment.
5.2 Reportin� Reaui e�. The parties hereto hereby agree that neither Lessor, Lessee,
nor any Person controlled by, in control of, or under common control with Less4r or Lessee, d'uectly or
indirectly, wili at any tinne take any action or �ile any return or other document which is inconsistent with the
assumption described in Section 5.1. Any successors to the Lessee shatl also agree not to take at any time any
action or Cxle any return or other document vi�hich is inconsistent with the assumption described iu Section 5.1.
ARTICLE 6. WARRANTIES BY LESSOR OR VENDOR
6.1 No Warrantv. LESSOR HA� NOT MADE, .AND DOES NOT HEREBY MAKE, ANY
REPRESENTATTON, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO
THE MERCHANTABILTTY, CONDITION, QUALITY, DURABILITY, TITLE, DESIGN, 4PERATiON,
FITNESS FOR USE OR SUITABILITY OF THE EQUIPMENT OR ANY COMPONENT THEREOF IN
ANY RESPECT WHATSOEVER OR IN CONNEC'TION WITH OR FOR THE PURPOSES AND USES
OF LESSEE, OR ANY OTHER REPRESENTATION, WARRA,NTY OR COVENANT OF ANY KWD
AND CHhRACT'ER, EXPRFSS OR IMPLIED, WITH RESPEGTTHERETO, AND LESSEE IS LEASING
THE EQUIPMENT "AS IS, AND WI'TH ALL FAULTS," AND LESSOR SHALL NOT BE LIABLE FOR
ANY ACT"[JAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF OR TO ANY PERSON
WHATSOEVER WiTH RESi'ECT THERETO.
6.2 Assignment of Warranties. Lessor hereby assigns to Lessee, for and during the term of
this Agreement, and thereafter in the event that Lessee shall acquire any item of Equipment as provided
herein, applicable factory, installer, supplier or other vendor warranties, if any, express or implied, issued with
respect to such Equipment, and hereby authorizes Lessee, during the Term with respect to such Equipment,
to obtain the customary service furnished in connection therewith by the seller or manufacturer thereof, at
L.essee's sole expense; provided, however, that in the event any such warranties are not assignable, Lessor wi.11,
at T essee's sole cost and expense, co-operate with L,essee to the end that Lessee shail have the beneSt of such
warranties.
ARTTCLE 7. RISK OF LOSS; INSURANCE
7, i Ris� of Lass. Lessor shall not be liable to L,essee for any risk of loss of or damage to any
item of Equipment or for the use, operation and storage thereof.
7.2 Insurance. � shall, at Lessee's expense, obtain and maintain at all ti�m� during the
' term of this Agreement, or cause to be obtained and maintain�l, or provide through a self insurance progiam,
fire and extended coverage, public liability and property damage insurance with respect to the Equipment in
such amounts, with such reasonable deductibles, and covering such risks, as are customarity insured against
in connection with the ownership or operation of eqwipment of comparable type and sixe. Subject to the dght
of Lessee to self insure, eacb insurance policy will name Lessee as an insured, and L,essor as an additional
insured as its interests may appear, a.ad wiU contain a clause requiring the insurer to give L.e.�.sor at least
30 days prior written notice oY any alteratioa in the terms of such policy or the cancellation thereof, and shall
provide that losses shall be adjusted with and paid to L.essee aud shall be applied as provided in Se�tion 7.3.
7.3 Loss. Dama �. and �tru 'on. In case any damage to or destruction of any part of the
Equipment occurs, the settlement and compromise of any insurance claims shall be negotiated solely by L.essee,
and so long as L.essee either repairs and zestores such Equipment to its fulty operational condition just prior
to such casuaity or replaces sucb Equipment with other Equipment of a like kind, character, quality and
condition as such Equipment just prior to such casualty, atl insurance p shsll be paid to and shall bc
the property of Lessee. In the event amy item of Equipmeat, or any porcion thereo� is takken by eminent
6
domain, the total amount of any condemnation awards paid or payable to L,essor or Lessee shail be reasonably
apportioned between Lessor and Lessee, taking into consideration the remaining duration of the Term with
respect to such Equipment and Lessor's residual interest therein. Notwithstanding any provision in this
Agreement to the cc>ntrary, no settlement of any insurance claim or condemnation award with respect to the
Equipment shall be made by Lessor without the prior written approval of Lessee. L.essee may, in its sole
discretion, ase such insurance or condemnation proceecis received by Lessee for the repair or restoration of
the Equipment, but Lessee shall have no obligation to do so, and in the event that Lessee elects not to repair
or replace such Equipment, the total amount of the insurance proceeds paid or payable to Lessor or Lessee
shall be reasonably apportioned between Lessor and Le,ssee, taking into consideration the remaining duration
of the Term with respect to such Equipment and Lessor's residual interest therein.
ARTICLE 8. EQUIPMENT OBSOLETE OR SURPLUS;
REPLACEMENT OF EQUIPMENT
8.1 Eauinment Obsolete or Sur�l �s. Notwithstanding any provision contained herein to the
contrary, in the eveni that Lessee shall, from time to time, in good faith determine that an item of Equipznent
has becocne obsolete or surplus to Lessee's requirements or that repair or use of an item af Equipment has
become uneconomical to Lessee, Lessee shall have the Right, at Lessee's option, at any time during the Term
with respect to such Equipment, on at least 3Q days' prior written notice to Lessor, to termivate this
Agreement with respect to such Equipment on the date specif'ied in such notice. Such item of Equipment
shall be disposed of as pxovided in Section 9.1.
8.2 Replacement of Equipment. Notwitl�standing any provision contained herein to the
contrary, in the event that L.essee shall, from time to time, determine that it is the best interest of its
operations to utilize an item of Equipment at a location other than the location specified in Section 2.2,
Lessee shall have the Right, at Lessee's option, at any time dixring the Term with respect to such Equipment,
on at least 3� days' prior written notice to Lessor, to replace such item of Equipment with other property of
equivalent value (the "Replacement Equipment"), provided, however, that any item of Replacement Equipment
shall consist of property which qualifies for financing with the proceeds of "exempt facility bonds", as defined
in section 142(a) of the Code, at least 95 percent of the proceeds of wkuch are used to provide "airports"
(within the meaning of said section 142(a) of the Code) or property functionally related and subordinate to
such facilities. In such event, I.essee shall deliver to Lessor an Equipment Schedule which shall identify the
Equipment being replaced (the "Replaced Equipment") and the Replacement Equipment being offered in
replacement thereof. The Replacement Equipment may have a diffcrent remaining useful life than the
remaining useful life of the Replaced Equipment pravided that the termination date of this Agreement with
respect to such Replaced Equipment as shown on the Equipment 5chedute with respect thereto satisfies the
requirements of Section 3.1 hereof. Upon delivery of such Equipment Schedule, the Replacement Equipment
shall become the property of Lessor leased to Lessee hereunder, and the Replaced Equipment shall become
the praperty of Lessee.
ARTiCLE l. DISPOSITION OF EQUIPMENT FOLLOWING EXPIRATION
9.1 Redeliverv. Upon the expiration of the Term with respect to each item of Equipment or
any prior termination of this Agreement for any reason, unless Lessee has electeci to exercise its option to
purchase such item pursuant to Article 12, Lessee shall return such item of Equipment to Lessor. T'he return
of any item of Equipment shall be evidenced by a written notice prepared by L,essee and delivered to %essor,
which notice shall identify the itern of Equipment and its location. In the event that L.essor shall not, at its
own expense, remove such item of Equipment frbm the premises identified in Section 2.2 within 60 days
following the retum of such Equipment by Lessee pursuant to the foregoing sentence, Lessee may, at its
option, remove and store or dispose of such Equipment in such manner as L.essee deems appropriate in its
sole discretion, and Lessor shall pay for the reasonable costs of such removal and storage or disposal. In
exercising its option to remove and dispose of Equipment pursuant to the foregoing sentence, Lessee shall not
be required to sell such Equipment; provided, however, that in the event that L.essee elects to dispose of such
Equipment by sale, Lessee shall deliver any proceeds of such sale to Lessor less an amount equal to Lessee's
reasonable costs of removing and disposing of such Equipment.
Any item of Equipment not delivered to Lessor in accordance with this Section shall continue to
be subject to all of the Rights and duties of the parties set forth in this Agreement.
ARTICLE 10. LEASING; ASSiGNMENTS; LEASEHOLD MORTGAGES
10.1 L�ases and O�eratin� Contracts. L.essee may sublease any part of the Equipment or
contract for the performance by others of operations or services of or in connection with the Equipment or
any part thereof, for any lawful purpose, provided that (a) each such sublease or contract shall not be
inconsistent with the provisions of this Agreement or the Master Agreement, and (b) Lessee shall remain fully
obligated and responsible under the provisions of this Agreement to the same extent as if such sublease or
contract had not been executed.
10.2 Assi ent. Lessee shall not assign its interest in this Agreement or any of its Rights or
obligations hereunder except as specifically provided in this Agreemen� Lessee may assign its interest in this
Agreement to another party, including without linaitation an Affiliate of I.essee, provided that Ixssee, under
the tern�s of any such assignment, shall remain and be primarily responsible and liable for all of its obligations
hereunder, including particularly the making of all payments required hareunder when due. L,essee may assign
its interest in this Agreement to another party in cnnnection with a merger or consolidation of L,essee, or in
connection with the transfer of all or substantially all of its assets. If Lessee should transfer ali or substantially
all of its assets, the transferee of such assets shall succeed ta and be substituted for L.essee under this
Agreement with the same effect as if such transferee had been named as a party herein. However, no such
assignment or transfer. shall be effective unless the surviving corporation, successor corporation or vansferee
of such assets shall have inevocably and unconditionally assumecl, in an instrument delivered to Lessor, the
due and prompt performance of the obligations of the assignor or transferor under this Agreement. Lessee
shall notify Lessor in writing within 90 days after any such assignment or transfer of this Agreement is
consummated.
In the event this Agrcement is assigned or subteased by L.essee at a time when not all bonds issued
in connection with each Facilities Agreement have been retired, then as a condition to the e�ectiveness of the
assignment or subletting in question the assignee or sublessee shall agree, in writing, with Lessee (which
agzeement shall be binding ugon the assignee or sublessee and shall be for the joint beneSt of L,essce and
Lessor) that the subl��eee or assignee, as applicablc, shall not claim depreciation or an investment tax credit
with respect to any portion of the Equipment for pu:poses of federal inmme taxacio�. It is eapressty agreed
chat any violation of any such agreement by the assigr�ee or sublessee shall not, under any circumstances, be
treaced as a Default rec�uiring or pernutting a ternalnation of this Agreement; provided, that the foregoing shall
not limit or restrict a�y other Rights wtuch may be available against the assignee or sublessee in question
arising out of the violation of such agreemen�
10.3 L,easehold Mort¢aees.
(a) Right to Moctgage.
Lessee shall from t'vme to time and at any time have the right to encxamber by security agreement
or other instrument in the nature thereof (collectivety, a"Mortgage"), as security for any indebtedness or
obligation, its right to use all or any pazt of the Equipment, the leasehold estate created hereby, and all right,
citle, and inteeest in and to any and all Equipmea� Any Mortgage from Lessea shall be subject and
suboedinate to all tertns and provisions of this Agrcement and the Rights ot L.essor hereunder. Lessee shall
8
have no right by Mortgage or otherwise to encumber or affect in any way the Rights, titles, interests, or estates
of L.essor in ar to the Equipment.
(b) Notice to Martgagees.
If at any time after execution of any Mortgage, the mortgagee or trustee therein shall notify Lessor
in writing that any such Mortgage has been given and executed by Lessee, and furnish Lessor with the address
to which it desires copies of notices to be mailed (oz designates some person or corporation as its agent and
representative for the purpose of receiving copies of notices), Lessor hereby agrees that it will thereafter mail,
or cause to be mailed, to such mortgagee or agent thereof, at the address so given, duplicate cvpies of any and
all material notices in writing which Lessor may from time to time give or serve upon Lessee under and
pursuant to the terms and provisions of this Agreement.
(c) Additional Mortgagee Protective Provisions.
Lessor and Lessee agree to modify this Agreement from time to time for the purpose of
incorporating herein such additional mortgagee pzotective provisions as may be reasonably requested by any
such mortgagee or trustee, provided such modiflcations are reasonably satisfactory to Lessor and not
inconsistent with any of the terms and conditions of this Agreement, the Master Agreement, or any then
applicable Facilities Agreements.
ARTICLE 11. DEFAULT AND REMEDIES
11.1 Default. The term "Default" means the occurrence of either of the following events:
(a) i.essee fails to make any payment of Basic Rent within 30 days of the date on which L.essor
noti�ies Lessee that such Basic Rent has not been paid as and when the same became due and payable.
(b) Lessee fails to perform or observe any other wvenant, condition, or agreement to be
performed or obseived by Lessee under this Agreement, and such breach shall not have been cured within 60
days of delivery of notice of such breach to Lessee by L,essoz, unless such breach, by its nature, cannot be cured
within sucl� 60 day period, in which case so long as Lessee is diiigently praceeding to cure such breach, it shall
not be deemed a Defaul�
11.2 Remedies. Ugon the occurrence of a Default, Lessor may eaercise cither or both of tb.e
following Remedies, unless otherwise limited by a written agreement executed by i.essor.
(a) Terminate this Agr�ement, in which event I,essee shall immediately surrender `
the Equipment to L.essor, or
(b) Pursue any other remedy now oc hereaftcr available to L,essor under the Laws
of the State of Texas.
Each Right of Lessor provided for in this Agreement shall be enercised only upon a Default and
shall be cumulative and concurrent and shall be in additioa to every othcr right, power or remedy provided
for in this Agreement or now or hereaher eadsting at law or in equity or by statute or othecvvise, in any
jurisdiction where such Rights are sought to be enforced, and che eaercise or beginnin� of the exercise by
L.essor of aay one or more of the Rights provided for in this Agreemeae as now ar herea�ter e�sting at law
or in equity or by statute, or otherwise shall not preclude the simultaneous or later exercise by Lessor of an}+
or all such other Rights.
G�
ARTTCLE 12. LESSEE'S FAIR MARKET VALUE PURCHA.SE OPTION
12.1 Grant of Option. In accordance with the terms of the Master Agreement, Lessee is hereby
granted an option (the "Option"), pursuant to and subject to the conditions of this Section, to acquire any item
of the Equiprr►ent from Lessor for its Fair Market Value (as hereinafter defined). The Option may be
exercised at any time, or from time to time with respect to any or all itezns of Equipment. The determination
of the Fair Market Vatue of one or more items of Equipment shall occur in the manner described
hereinbelow. %,essee may assign its Rights to such Option to an Af�liate of Lessee, or L.essee may designate
an Affiliate of Lessee as the purchaser of the Equipment in the event Lessee exercises such Optian.
12.2 Method of Exercise of Option. If Lessee desires to exercise the Option with
respect to any item of Equipment, it shall give to Lessor a notice of intent, specifying the items of Equipment
to be purchased (a "Notice of Intent"). The giving of a Notice of Intent shall constitute Lessee's request for
determination of Fair Market Value (as hereinaftez deflned) of the Equipment identified in tbe Notice of
Intent pursuant to Section 12.3 below. If I.essee has given a Notice of Intent, then Lessee shall have the right
to exercise the Option by giving written notice of such exercise to Lessor within 180 days after the date of the
determination of the Fair Market Value (i.e., any determination of Fair Market Value shall remain effective
for 180 days). Lessee shall not be obligated to exercise the Option under this Section after the date of the
determination of the Fair Market Value, nor shall it have any liability for failure to close after such exercise.
Failure to exercise the Option by i.essee shall not prevent Lessec from giving a Notice of Tntent at a later
date; provided, however, that in the event that Lessee fails to e�cercise the Option within 180 days after the
determination of Fair Market Value cvith respect to an item of Equipment and Lessor shall thereafter sell os
enter into a contract to sell such item of Equipment prior to receipt of another Notice of Intent from L,essee
with respect to that item of Equipment, Lessee shall not have the Right to require Lessor to cancel or revoke
such sale or contract for sale. If Lessee fails to purchase the Equipment after a Notice of Intent with respect
thereto is given by Lessee pursuant to this paragraph, then Lessee shall pay, or reimburse Lessor for, all costs
and expenses incuned by Lessor in connection with the determination of the Fair Market Value of such
Ec�uipment.
12.3 Deterniination of Fai�Market Value.
(a) The giving of a Notice of Intent under Section 12.2 above shall constitute a request for
a deternunation of the fair market value of the Equipment identified therein as of the date of the giving of
the I�Iatice of intent (the "Fair Market Value"). 'Ihe date of the giving of the Notice of Intent is the
"Appraisal Date." L,essor and Lessee shall attempt to agree in writing oa the Fair Market Vatue, but if they
do not do so within 30 days after the Appraisal Date, each of such parttes shall appoint an Independent
Appraiser within ten days after the end of su�h 30-day period. If either party fails ta appoint an Independec�t
Appraiser as provided above, the Independei�t Appraiser timety appointed by the other parry shall make hi�
determination of Fair Market Valua within 75 days after the Appraisal Date.
(b) If only one Independent Appraiser is timely appointed as pmvlded above, that Independent
Appraiser shall determine the Fair Market Value within 7S days after the Appraisal Date.
(c) If two Independent Appraisers are tinuely appointed as provided above, and if they fail to
agree on the Fair Market Value withln 75 days aPter the Appraisai Date:
(i) if the difference betvveen the appraisals Is 3� or less of the amount of the higher
appraisal, the Fair Market Value shall be the average of the two appraisals; or
(ii) if the difference betweea the appraisals Is greater than 3�0 of the amount of the
higher appraisal, the two Independent Appraisers shall appoint a ehird Independent Appraiser, who
shall make his determination of Fair Mar{cet Value withi�a 120 days after the Appzaisal Date, and
10
the Fair Market Value shall be (A) the appraisal that is neither the highest nor the lowest of the
three appraisals, or (B) if two of the appxaisals are the same, the amount of such identical
appraisals.
(d) The Fair Market Value deternnincd in accordance with the provisions of this Section shall
be deemed to be the Fair Market Value as of the date of the closing of the acquisition under Section 12,5
below. �
(e) The Independent Appraisers shall give written notice to L,essor and L,essee of the
determination of the Fair Market Value at the same time. The date of the giving of such written notice shall
be the "date of the determination of the Fair Market Value" as used in this Article.
(� Subject to the provisions of Section 12,2 hereof which require that Lessee pay or reimburse
Lessor for its costs under certain circumstances, each party shall bear the costs and e�cpenses of the
Independent Appraiser appointed by that party. In the event a third Independent Appraiser is appointed as
provided in Section 12.3(c)(ii) above, the costs and expenses of such appraiser shall be borne equally by L.essor
and Lessee.
12.4 Transfer of Title to CitY. Provided that the conditions contained therein have been
complied with, Lessor agrees to comply with the requirements of the Master Agreement regarding the transfer
of the Equipment to the City. Any such transfer of the Equipment by Lessor to the City shall be expressly
subject to the leasehold estate of Lessee created hereby. �rther, Lessee ackn4wledges that upon expiration
of the Term with respect to an item of Equipment, if Lessee fails to elcercise the Option with respect to such
Equipment, Lessor intends to transfer such Equipment to the City.
12.5 Terms and Conditions of Purchase. In the event that any item or items of Equipment are
to be acqnired by L.essee, or an Affiliate of L,essee, (a} the closing of such acquisition shall accur in such place
as Lessor and such purchaser shall mutually determiue, (b) the etosing shall or.cur on a date designated by such
purchaser (by at least ten days' advance written notice thereof to Lessor) not later tham 60 days after such
purchaser exerc�ses the Option (the "Acquisition Closing Date"), (c) the purchase price shall be paid in cash
unless othervvise agreed by L.essor and the purchaser, (d) the items of Equipment shall be conveyed to such
purchaser pursuant to a bill of sale, certificate of title, or other appropriate document for such item, subject
only to the Permitted Liens and (e) L,essor shall execute and deliver such other documentation as shall be
necessary to vest title to the items of Equipment in such purchaser. Notanithstanding any other provision of
this Agreement, the expiration or terutination of this Agreement for any reason after the date that a Notice
of Intent has been given shall not affect the Rights of I.essee under this Article to camplece the process of
the deter�zation of Fair Market Value and to exercLse and close under the Option, all of which Rights shall
survive any such expiration or terminatiapa,
ARTICL.E 13. MISCELLANEOUS
13.1 NQtices• Whenever any notive, approval, consent or demand is required or permieted
hereunder, it must be in writing, and shall be deemed to be delivered if sent by United States certified or
registered mail, postage prepaid,
(a) if to L.essee, addr� to L,exsee at P.O. Box 619616, DFVJ Airpart, Texas 75261-9616,
Attention: Vice President, Corporate Real Esiate, with copies to: Johnson & Gibbs, P.C., 900
Jackson Street, Suite 100, Dallas, Tacas 75202-4499, Attention: H, Edward Toles III, oc at such other
address as Lessee as from time to ti.me may have designated by amicten natice to Lessor, or such
other counsel's address as L.essee may from time to time designate in writing to i..essor, and
11
(b) if to Lessor, addresseci to Lessor at 1000 Thrackmorton, Fort Worth, Texas 76102,
Attention: City Manager, or at such address as Lessor may have designated, from time to time, by
written notice to Lessee.
Any notice, certi�icate, demand, request, consent, approval or other similar instrument shall be effective when
actually delivered in writing without regard to the method of delivery.
13.2 Consents. The consent or approval by either party to or of any act by the other party
requiring such consent or approval shall not be deemed to waive or rendcr unnecessary consent to or approval
of any subsequent similar act. No custom or practice of the parties shall constitute a waiver of any party's
�;�ight to insist upon strict compliance with the terms of this Agreement.
13.3 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or fufure Laws, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such provision had never comprised a part thereof; and the remaining portions
of this Agreement shall remain in full force and effect and shall not be affected by such provision or by its
severance. Furthermore, in lieu of each such provision there shall be added automatically to this Agreement
a provision as similar in terms as may be possible and be legal, valid and enforceable.
13.4 Successors and Assi�. The terms and canditions contained in this Agreement shall apply
to, inure ta the benefit of, and be binding upon the parties hereto and their respective successors and assigns:
13.5 Multi ie Counte a. This Agreement may be ezecuted in multiple counterparts, _each
of which shall be deemed an original for all purposes, and all of which shall constitute, collectivety, one
agreement. �
13.6 Governi.ng Law. THE SLJBST.ANI'IVE LAWS OF THE STATE OF TEXAS SHALL
GOVERN THE VALIDITY, CONSTRUGTION, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT, THE RIGH'I5 OF THE PARTIPS HEREU�TDER, AND THE OWNER5HIP RIGHTS IN
AND TO Ti� EQUIPMENT.
13.7 Se�arate Leases. Each item of Equipment shall be deemed for all purgoses to be the
subject of a separate Iease from each other item, each such separate lease to be identical to this Agreement.
13.8 Entiretv and Amendmeuts. THI5 AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN 'I'HE PAR'I'IES WITH RESPECT TO THE SUB7ECT MA'I'I'ER HEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANE4US OR
SUBS�QUENT ORAL AGREEMt��.�.,NNT'S BY THE PARTIES. TI-3ERE ARE NO LfNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIF,S. This Agreement embodies the entire written agreement
between the parties with respect to the subject matter hereo� supersedes all prIor written agreements and
understandings, if any, relating to the subject matter hereo� and may be amended onty by an instrument
executed jointly by authorized o�tcers of Lxssor and Lessee and supplemented only by documents delivered
in accardance with the express terms hereo� provided, however, th�t nothin� herein shall be oonstrued as
modifying the agreements of the parties under the Facilities A.greements or the Master Agreemen�
13.9 Ve u. Venue on any suit brought hereunder shall lie exclusfvety in Tarrant County,
Texas.
12
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written.
AMERIC'.,AN AIRLINPS, ING
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F:1�aW5349�00041equipFee.S
13
�
Exhibit A
EQUIPMENT SCHEDULE NO.
EQUIPMENT SCHEDULE dated as of , 19 between AllianceAirport
Authority, Inc., as "Lessor," and American Airlines, Inc., as "Lessee."
Lessor and Lessee have heretofore entered into that certain Master Equipment Lease Agreement
dated as of April 1, 1991 (the "Agreement"). The Agreement provides for the execution and delivery of
Equipment Schedules substantially in the form hereof for the purpose of delivering Equipment under and
pursuant to, and subjecting Equipment to, the terms of the Agreemen� All defined terms used herein shall
have the same respective meanings as given such terms in the Agreement, unless otherwise indicated flerein.
NOW, THEREFORE, in consideration of the premises and other good and sufficient consideration,
Lessor and Lessee hereby agree as follows:
1, i.essor hereby delivers and leases to L.essee under and pursuant to the Agreement, and
L.essee hereby accepts and leases from Lessor under and pursuattt to the Agreement, the Equipment described
in Annex I hereto.
2. Lessee confirms each of the representations and warranties set forth in Article 4 of the
Agreement and acknowleriges the applicability of the Agreement to the Equipment described in Anne�c I
hereto.
3. This Equipment 5chedule shall be deemed a suppleinent to, and shall be made a part of,
the Agreement for all purposes.
4. This Equipment Schedule may be executed by the parkies hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all such counterparts shall together
constitute but one and the same uustrumen�
IN VV'[TNESS Wf-IBREOF, L.essor and L.essee have caused this Equipment Schedule to be executed
by their duly authorized representatives as of the date and year first above written
ALLIANCF.AIRPORT AU'TH�RITY, ING
BY
Name:
Title:
� t:�• • • I'' 1 :�, I
BY
Name:
Title:
ANNEX I
TO
EQUIPMENT SCHEDULE NO. _,
Description of Equipment
Initial L,acatioa:
Acceptance Date (cnmmencement of Term):
Termination Date (end of Term):
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Exhibit C
Coustruction A�reement
. � V •
• �
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eorrs�ucrroN a.�� �a�sE Ac�;��r
BY �vn B�v�rr
a�,�� �,-�, ��.
� �
Texas Utilitaes Ele�ic Coaep�ny
DA I� S�� zs� �g 90
� • 4
S
SFp 0 51991
PR4CUREMEIVT Stttv�CfS
30-ST �
e
m
t
Cantraci No. 6K4-Op�q
C4tttents
C�NSTRUCT(ON ANO t.FASE AGREEMENT
DEFINITIONS ........ ........................... 1
SEC770N A - CONSTRUCTipN OF FAC1L1T1ES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
COtYSTRUCl`IAN .... ......................... 2
SEC7�N B�[.FASE AF FAC1U'TtES � . . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . 3
TERM �F�LEASE ............................................. 3
� LEASE PAYMB�IT . . . . . . . . . . . . . . . . . 3
PURCHASE OPi1�7N ...' ...................................... 4
SEC7'iON O - TER�ilNA'RON ��TRIC SERVICE . . . . . . . . . . . . . . . . . � . . . . . 4
TERMINATION PRIOR TO CGMlPt.ET10N ' � . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
T'ER�tINATiON C1� LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTiON F - �PERATION OF F�dC�Ltl°IE5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
GVYMERSH�p 5
SECTl�N G DEFAULT ......................................... 6
SECTfON H - AU11�lOR� REPRESENTATiVES AND INSPECTORS � ' . . . . . . . . . 6
SEC:TlC�N 1- SUSPHVS(CIN . • • . . . . . . . . 6
SCCTTON J - ASStGNMENT AtVp�SUBCONTRACTING � � � � � � � ' ' " ' 7
sEcnoN tc - cor��uvcE wm-r u�ws . . . . . . . . . . . . . . . . . . . . �
SECTiON L - INSURANCE ANO iNDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . 8
tNSURAPtCE . ...................... 8.
tNOE�ANIFICATI�N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 8
SECTiON M- WARRANTY� pCCLUSIVE REMEDY, LlMITATiQN �OF LlA6tLITY ANO �
WAIVER OF CONSEQUEfVTiqL OAMAGES �
SCC'1'iION N - PROPRIETARY tPfFaRN9AT10N . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTiON O - RIGHTS TO DAT� . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTIQN P - MtSCELLA[VEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 10
NOTICES ......................... 10
INDEPENDENT CONTRA � R R�L.�1T10NSHIP ' . . . . . . . . . . . . . . . . . . . . . . �0
�OVEFtNiNG I.AW • • . . . . 11
F1�N-WAIYER OF RlGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
HEAOINGS .... •........ ............................ 11
SURVtI/AL ................................................. 91
SE1►E.i�A81LITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ENTtRE7Y OF AGRE�MENi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PUBUClT'Y �• .............................:... 12
BINOtNG OIV SUCCESSORS ANp ASSIGNS � � � � � � � ' ' ' ' ' ' ' ' �Z
FORCE NiAJEtJRE . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . 12
ATTACNMENTS ............................................. 12
................................... 13 �
Conl�ct Mo. 6K4-OOQ24
• - � . � , , .
This Agreement is made. entered and e!%ctive as af the ?� day of SePtember
19 90 , by a�d between American Airlines. Inc.� a Delaware Catporation and Texas
Utilities Electric Company� a Texas Corporation.
NOW, THEREFpR� tor and in constderation ot the mutual bene�ts and obligaGoris
set forth i� this Agreemerit and aU exhiWts henKo, together with oiher good and
valuable cor�sideration. the partics hereto mutualfy agr�e as /ollows:
DEFINlTiONS
'AMERICAN A1RLINES' �a�11 mean qmerican Ai�lines, inr., its succcssarz� andJor
assigns.
'TU 0.ECTRIC' sha/l mran Texas Utilities Electrfc Campany� its successors, and/or
assigns.
'Pmjed' reter� to the Arnerica� Alritnes All[amce A(rpvrt Maintenanc� Facility under
construdion i» Oertton County� Te�cas,
'Fadtities" shall ntean the ar�-alta tlectriic cllstribufion system far Ehe Projed to bc
canstruded by TU ELECTRIC ttar�eundec.
'AMERiCAN AlRtlAlES' Autharfzed RepRsetttative' ahaA mean tfro si.
represer►tatfi+efs). or appomte�tsl whd ►a autnoriud by AMERteAN q�RL1AtE5 to
peKorm the tundions prvvided tor in this A�txement, AMERlCAN A{R�INES may
aPPaint at any tfine, and in tta sole d[scredio�, more than one auch agem�
rcpresmtativa. ar 1 ,
'TU ELECTRiCs Aut�ori Represe�tative" shal! mean agent(sD.
representative(sj� or appair� aj who ts autfio�iud I�Y 1U B.E�iRtC to peria�n ths
tunctions pravided tor i�a tP�ia Ag ..TU E�ECTRiC may aPPoint at ar�y tlmeo -
:G and in its soie dlscreilon, mo tltian ar�a se�h agent. reA�esentative, � apprc�lnte�.
'AMEftICAN AIRUNES �+oup' shali mrar► AMERICAN 'AIRtJNES, ifs parent. �
subsidtary and atfiltat� eMi4ies� and the offtcers, di�ctors, sha�hoiders,
empiayees, servants. a�nd age�ts ot eaci�,
'TU ELfCTRiC Grou�" 1 m n TU QECTRIC. its parerrt, subsidf�ry and at(iliate
entities, and the afilcers� di ors, shareholders� employees, servants, and agents
of e�ch, and the sube�ni or� o! TU Ef.ECTR�C,
�ontraci No. 6K4-00024
SECIIQN A- C()NSTRUCT1oN QI� F'AC;LdT'jE5
CONSTRUCT�ON
TU ELECTRIC shait provide all labar, materials a�d servic�s necessary for fhe
construction oi the FaaliGes� to indude the e�gineering, design and installatian
thereot. The FaCilities . shat! indude artp and all tou�dations, pads, transfo�ners�
capacitors, connadars, cables, c�ndergr,au� d�s, manhot�s, ha�dholes., so�MMch
gesr aad electricaf syslem p�oter�ion and aatety deveres reasonabty t�eqcti�ed fo� the
�18T1S�C/�CACC O� CICCtf'�C �iONACf �f1E� Efltl� rrOAi � C�QCff'�C y���
poir� of defivery tor the Projett to each point ot interzonnaclbn with !he
conductors of eanc �onsum��g buiidiny, bcility and system vri#hin the Projed„ a11 in
aacordance with tha Deracri}�Ion of Facitit�s attathed to this AQ ,� �t
A'. Tha FacilRies do not e�tail errtranoe vaults or endoswres verhich vr�'it hause
elecfrical bus�rork. Ranafs a�d cin:uitry aasociated with anY co�ng b�iding.
fadiity or system, �t does indude tfie phyaical connection � the e��
condc�ctors ffi thee secondary termi�als cf the transfarmera. All mrsstrudion of
Facilities shall comptY with the Nallonal E�ectric Sateiy Code and good Practica.
Upon campletion � conatrvdion, a11 woric rdated debris and surpius maierisis shall
be deared tr+om the site.
The Descriptlon at Fadlities retere�ced abave de#ails the ariticipated larattorts and
aleciric power and ener9Y �4WremaMs o! each planned buiiding. faciiity and
SYstem and the aMiciPat�d and alfawabte {acatio�s oi the taciii{ies to be cot�truc#e�
pursuant to this Agneemer�t, Rr�a,1 �o�o� �r the fadtitiea shall be d
mutual agreement prior to the subnzissian ot detaile:d drawings by 11� �,EC�tC. �.
All en9i�eerin� and design shali be subjec! to aPP►vvaf by AMERICAN A!Rl.INES
prio� to the comm mant af constructic�. provjded that such ap sh�Ji nof
relieve TU ELFGTRIC of Tts abitgations this A9�e,en�ent, Quri co c#ion�
all wo�1t shall he sceb� to ittspectton by qMER�CAN AtRLlNES for ap �
roniormance to bit A" p1a� � s�pttons. Any oonstructton rk found
not to be in caritermae� will be rtdone by TU E�.ECTRtC to correct such d at
Ns .
If for arry reasan wt�at���ve� the total actua! cast of the canstnadion ot the Facilities
(including any appii�bfe overheaci ehargesj excreds Twe, q�illian Five Hundred
Thousand Oollars (�500�OQ0�� AMERICAN �IRUNES shaU ►�eim '1'U tC
tar any and aN costs o� construetion in exczss ot suctt amount, Furthex� in the �renf
that the tota! actua0 co�t of tti� cnnstnjction of the FacftiUes (induding any
appticabte overhead charg 1 i� I�ss than Turo Mi11i4n Fve �Wund�d Thousand
Oaltars ($2,500,000j� Ihe terminaiion f schedule includeci in Sectlon 0 of this
Agreement shalt be (c�lat�d to rcdue� tha terminatian fe� due with thirty {30)
years remaini�g in the I���e term by the diFferenee between the total acYual cost af
constructfon of the Facifities ar�d Two Million Fve Hundred Thousand Dollars
�$2,500,ODD) and to recalculate th� remaining termination �ees based upon such
��
Contracr No. sK4-0p024
reduction. An amendmerrt to this Agreement wilt bc e�cecuted in the event of such a
change to refteci this reduction,
SCHED ULE
Time is oi the essence in this Agretment. TU ELECTR�C shali cor�stn�t the
Facilities as rtquired to support the AMERtCAN AIRLJNES schcdula tor contracting
and construcfion of the Prr�j�cf,
A detailed milestone sched�►e ��� b� p�p� �� d�.R�C in
AMERlCAN A1RLlNES schedu�Q and submitted to AMERtCAN AlRUNES ��r app�
no later than August 1� 19�, �
AMERICAN AfRtsJNES reseryes the right to raviise its schec�ule tor �,n�ng artd
canstructto� ot the Project witt�eut p�or notica or approva�t ot TU
change fn schedule shail torm the pasis for addttianai com ��C. No
°rntGe T� ���C � an ad%ustmcnt in the firrte a��tion, but shaU
construcfion of the Facit(lies. In na evertt shatl TU EL�EC7�'RtC �� ovv��f �
60 days nottce ai the Ume desi�d for the c o m m e n c� a m e r� i a f co���on ot the
Facitities or any portion thereoi, nar less than 180 daya for comple!(an oi se�ch
censtruction uniess TU Q��IC sfiall agrea i� writiny ta.lesser not}�;e a�d ume for
compl+etion. .
sE�rrar� e _ c�sE �F Fae�unEs
LEASE
Upon the completion oi the constructton of the Facilitles, TU ELECTRlC agre� to
te�se the Facilifies to AMERICAN AIRLINES upon the tenns and ronditiona set forth
here�n. -
. ,
The ternn of the leas� of the Facilitles shall begin upon the conip�efion ot the
construction ot th� Facilitl� and shal! continue for a perjod of thi�ty (30j yea�s
uniess eariier terrr�inated as set fanh herei�,
�
0
COtltfaCf %iA. �K4-(�Qi4
LEASE PAYMENT
Upon the completion of the constntction ot the Facilities, AMERICAN qlRLtiVES
agrees to pay TU L�ECTRiC the sum of Six Hundred Thousand Oollars (S60p, � a�
the lease payment for tha lease af the Facilities hereunder. Alang with sttdt Iease
payment� AMERtCAN AIRLINES shaii reimburse TU Q.EC'TRIC tor at�y and a� coy�ts
incurred by TU ELECTRIC in the constructlon of any facilities in �xcess u� Two
Milfion �ve Hundred Thousand Doilars (x2.500�000) as descri6ed in g� a
herein.
>
PURCHASE OPT10N
Upon the expiration oi fhe ternn of the abave-desuibed lease. AMERlCAN AlRUNES
sha11 hava the c�piion et pu �e Fsc�ilias for 51.00. Sueh sum be
payable ot�iy a�fter the �cpir�tion c� the term � said teaae.
SECTION C- PURCHASE OF ELECiRIC SERVICE
AMERICAN AIRUNES agnees that thrnu9hau! fhe term oi this Agreemerrt it shmil be
a fuJi-raquiremertt� eledric sesvice customar af 111 ELECTRIC �d shall neceiv�e all
of its elaz#ric pa�w�er and ener�y� Rqutr+emeMs fo� the ProjeQ tram T1J ELECTRN; in
accordance with Exhibit '8' attached hereto.
SEC770N D - TERMliVAT1QN
MI1�Ie1TtAN PRIOR T+� �o161PLEii0A1
in the event that AMERI , AtRUNES elects to terminate this Agreement ' fa =
complelion ot canstrudlon it must provide ten (10) days uv�ritten rwtice ta TU =
EtECTRIC. Upon t�cr�pt ot t�ollca. .TU EiECTRlC shall discoMint� tfie
�onstruction of the Faciliti and shall discontlnue making commutments for tabor,
materials and services fnsofar aa pradicabte. �
Upon such ��rminatlon� tull co�a�lete settlement of compansatlon due TU
QECTRtC shail be made as foilows:
A. AMERICAN AIRLINES sha!! assume and become liable iar all obtiqations,
commitments, anci liabilities that TU ELECTRIC, in good faith. may have
undertaken or incurt�ed in connecfion with the construdion of the Facilifles and
with this Agreemeni.
8. AMERfCAN AIRLINES shall r�imburse TU ELECTRlC for all costs r�asona6ly
incurred to the date of terminafiian.
C. AMERICAtd AIRLINES sf�all pay TU ELEC'tR�C tor all eosts incurred a�er the
effectiv� date oi termination as required for the orderiy cessation ot fh�
e
Contract No. 6K4-00024
construction ol the Facilities and fo� all other expenses reasonably incurred
a(ter the eftective date ot termination.
TERMINATION oF E
in the event that AMERICAN AIRLlNES elecls to terminate this Agreement after the
eommencement ot 4he lease of the Facilities. it must provide TU E1.EC'TR�� y��ry at
least (12) month's prior w�iiten notice of its intent to so tenninate, qIWER�C�►N
AIRLINES agrees thaf upon the e!(ective date o! such termir�#ion, it shatl pay to TU
ELECTRIC a terminatioit tee b�sed upcn !he rp�rr�er o( yea�s �em�ining in the lease
term. The fee to be paid t�► AMERICAN A1RlJNES shall be ralct�ated fn�m the
effective date af tGrminatian in aocordan,ca vvith �e fo��g ���e:
Years Remainin9
in Lease Term
1
z
3
4
5
6
7
s
9
10
11
�z
13
14
15
Tern�inatian
�
s �7s,�
s �s.8aa
s�
� 616,300
S i38,6�4
5 850,503
S �5Z,692
s�.a�,oso
51,131,419
S1,2t?9,403
5i.2av,667
si,�s,rso
St.�f05,301
st,�,saa
s',sos,38�
Years
In Le�se Term
�e
1�.
�a
19 �
20
21
�
28 .
24
2S
�
�
28
�
�
Tern►ination
�
s i,s�a,Tss
s�.�,2ss
51.634,219
51.688.8T6
S1,?OO.S45
S 1.729,48&
s�,7ss,s.�
51,78t),)00 '
51,,802,185
Z1.822.387
s�,a4o,s,o
s�,a�,s�
51,873,064
s�.sa�r, �38
s�,soo,000
The abave-desuibed fee shaJl be psid t�y AMERlCAN AIRUN�S within ihi�ty (3pj
days di the effedive date ot such terminatia�: Upon fhe pa af the appticable
terminatfon te+e by AMERICAN AIRUNES, TU QECTRiC wii! er trship ot
the Faalitles'to AWtERlCAN AlRUNES,
' � � "" � ; • � t�.
AMERICAN AIRLIPlES� beginning wittr the sta�t ot the ternn � tt�� I�ase of the
Facilities, shall be fully res�onsible for fhe operatian. mair�t , r�pa�r and any
expansion ot the Faalities and any and ail costs and ex�e�ses a�socfafed the ith.
At the option of AMERICAN A1RLINES, a separate mair�tetiance agreement cauld b�
negafiated wher�by TU IC would maintain and r�pair the Faciltties at TU
EI.E�TRIC's s4andard costs.
5
Cantract No. 6K4�Qq
SE�T1�N F - OWNERSHIP
The parties hereto acknawledge and ag�e that throughouf the I�aase of the
Facilities. ri! ELECTRIC shall retain ownership and tltle ta the Facilities and tha! the
payment of lease payments by AMERtCAN AIRLINES shall nat serve to vesf any
equity or other interest in and to the Facilities in AMERICAN AIRl.tNES.
SECTiON G - DEFAULT
!n the event that AMERICAN AIRLJNES dafauits on any ot ita obligations ar
responsi�litias under this Agr�eemettt, indudii�g !wt not linuted ta ita obli�ttorts �n
Sectta�a 8 and � C herdn, TU A.6CTRfC at�a!! p+rovide AMERlCAN A�RLlNES wilh
written notice af such de4autt, ft AMERtCAN A�UNES has nat cured such breac#�
i0 TU ELEGTR%C'S fl M�fhiA thirti �Qj daYa O�1 its l�! stlCh f1oUCa, il1
Ei.EC � RIC may eled aD terntinate tt�is A�et�t. itt the avent ��th a
ternsination, AMERtCAN AIRUNES ahaN pey TU �LECTR�C a texminadion fix
caiccslated tn acacordance with the schedule set taetfi in Satton 0 of this Agreemerit.
Upan paymar�d ot such termtnation fee. TU ELECTRIC shall transfer ownershlp o! the
Facilitias to AM821CAN AlRUNES. .
- � , • • ►, � - • - � . �,,, . � . � . .,
TU H.ECTRIC agreas b a tharvu�h irt.spectloa by AMERtCAN AIRUNES ot the
constnu#lon white in progress. Aii construclion peNormed by TU B.ECTRIC and ali
mat�iais furnished by it he�ettnder shail be subjeet to an inspadicn by inap�ors
desiynated by AMERICAN AIRUNES' Autha�zed Repr+e.sentative to determine
whathar the �ructlon af the Facilitiea �and aU parts thereoi are bai�g
in s3rid compl with a!1 ot tha terma and provisions of thls A ent. Neither
AMERfCAN A�iL1NE5' Authorized Repr+e�entativ�a nor AMERICAPO AlRLINES'
inspectnrs shall have any or authority to waive arty o! the provisions ot th�s
AgteemoM ar any obftgatlons ot TU E1.E�C'iRIC under ittis Ag ent.
Each party shall notiiy th� ofhet in writin� o! the identity o! its quthoriud
Rep tive(sj and anyr c�ainges in the ide�ttity t .� At all Umes dtaring
cons�.a�actlon h der� regardlcss of the amow�t ot the co or� sublet, TU
IC will maiMain one At�thoriud Repr+�sentative who sha[I fu11 authorii�
to represeM TU Ei.ECTRiC in aii matters af the construttion to be periormed by TU
ELECTRIC. All decfsions made by TU ELECTRIC's Autha�iz�d Represer�taUve shaii
be binding upon TU QECTRIC.
Cantract No. 6K4-Op024
SECT14td 1 - SUSPENSiON
P+MERiCAN AlRLINES may by wriften notice to TU ELECTRIC suspct�d at any time
and without cause the periorn�anca ot aU o� any pa�tion of the construMlon of the
Facilities ta be periormed urtda� this Agreement. Upon receipt ot such notice, TU
ELECTRIC sha!{, unless the noticc requires othenvise:
A. Immediately discontinua construction aa the date and to the extent specified in
the noticc. .
8. Place no further crdtra tor labor. materials or aervices with r�esped to the
constniclio� of the Faciittles other than to the extertt required in the naUca,
C. Promptly make enre�ry e!'�ort ta obtain susper�sion upan terrns satistadory to
AMERICAN AIRUNES ot aN commitmertts for labar. mate�ial ared services to the
extent they ralate M periormeu�ue af ttte suspende:d canstnxtton,
0. Corttinue to proted anid mair�tain tha po�ttons at the construction campieted
induding those portiens ot which have baen susp�nded and,
E Take any other rr.asau�abie sttps to mintmize costs assodated with sucfi
suspension.
Reasanahle cosls ot susper�siorr wil! be borna by AMERICAN AIRUNES. Upon
necrapt ot natice to resume co�sUudion. TU ELECTRIC shali Immadiately resi�me
pertormance wTder this Ayrt+eme�nt to the. exter�t required In the Rofice. it
appropriate, an adjustmerri to scfiedule wiil be made with mapc�c# to resumad
consUvdlon. No period oi suspensian shali racceed 24 montha withaut 'ttre pria�
apprnvai of 7U ELE�TRiC. �
• . � , � : • , .
Neither party may assign� transfar or otherwise dispase ot its ohli9ations or duties -
ur�d+er this Ag . or any part the�reot� except with the prior ' er� appmva! oi =
the othet. l�ny �n ar transfer� made wit[°�ut the ss ver�itten
approval at the oiher � sha![ be null and void.
T'�J El.ECTRIC may subcorttrad for the constructlon ot th� faciiities without the prio�
wri�ttn approval o� AAAERt�4N AIRUNES: provided, ho r� TU IC ��;kR�il
not 6e retieved oi any duty or liability relating to any oi the canstnution by reason
ot SubCORtr'dd1'ny, a�d sttall remain responsIble to AM�RiCflP! AIRLlNES for the 1'u!!
and complete construrtion of the Faci)itics in accardance with this Agr�emerrt.
Nothing contained in this �greement shail ueate arty con4ractual relationship
between AMERICAP! AIRLINES aa�d any subcontrador.
�
Canfract No. 6K4-0OQ24
S�CT10fV K- COMPlJANCF 1�/�7'H LA{NS
�• TU Ei.ECTRiC represents fhat it is now knovv►edgesb(e of. or prior to the
commet�cement of the aonstruciion of the Facitities will become knowiedgeable
ot, a!! federal, state, and lacal laws, rules. decrees, arder�, r�eg,�tions.
by-�aws, o�dinances and codes applicabte to the consfrvction at the Faalities
and TU ELECTR�C agr�ee.s to observe and camply with all such.authority at all
times deui�g the cot�st�ua3Qr� of fhe FaciUties.
8. If tines, penat@es, or le9a! costs ar� assessed a�� AMERICAN AIRLINES, by
a+'rY oQtrt or governmental a�ncY. due to TU ELECTRIC Gr�a 's
non-campfi�Enca with arry af its previocuJy-dfsc�sad o�fgatians or it tf�
con�n o! the Facitiiie�, or arry Part therevf. is delayed or stoPPed by any
w�itfi � �' ��• due to TU B.�CTRtC Gr�oup's non.compliance
obiigattore�. TU B.ECiRIC ahait indemniiy and hold harmiess
AMERICAN AIRUNES Group irom and aS�ainst any and all auch 8nes, pe�fttes
and Fe�l costs (indtiding reaso�ble attorneya� lees and court costs) arising
cut o! or i� aa a r�sWt, diredty ar indirectly, af the failure oi TU
d.ECTRIC Group ta compty tlurewittt.
SECTiQN L- INStlRqNICE pND INDEMNIFlCATION
iwsuaaNCF
A. TU ELECTRIC Shali during the caursa of. tha consfr�uction o( the Facilities
malmain !labitity insurance with Utnits of not less thatt �20�WO,OO�f with an
initial ot self-insurarnce �eMion of not rt�re than 55.000,�00.
8. 8eiare commencing canstrudion ot the . Facilpties TU ELECT�IC shall� upon
/turtiat� AMERICAN AIRLlNES with Certificates of Insurance indlcaling
t� ��for�enttoned Insuranca Ia in tull torce and e�ted arui that
AMF.RtCAN AIRUNES � wiil. at Iwst thirty (30) dayrs pNor nottce o/
cancellation or �r medtftcatlon oi the insurance that may aftect AM�tiC�►N
AIRLlNES' int ,
�. '1't1 IC and r��!MERICAN AIRLINES each waiv� ail rights o!
against a lass occurrii�g 4o property of the other, ta the exfent that such waivers
do not irnalidat� the propetty insurance ot eithe�,
INDEAANIFiCATtON
TU ELECTRIC ag to indemnify� prot�ct and hotd harmless ,q�,q��Cq� �tRL1NE5
Group from against any and ali claims� damages, costs. �acpense�� �o��,
judg�ments, caus ot action� suits and liabilify in tort� conira�Y or any other b�sis
and af ev�ry kinat and character whatsoever, inciuding� without fimitation, a!I cDsts
oP def�nse and attorneys' fees, arising out of, dtr�ctfy or indirectiy, Tt1 Ei.ECTR�C
Grvup's n�gligence in fhe constn�c4ion of the Facilities.
- Contract Ma. 6K4-00024
AMERICAN AlRLlNES agrees to indemnity, protect and hold harmless TU ELECTR�C
Group fram and. against any and aif claims. damages, costs, expenses� losses,
judgements, causes ot adi�n. suits a�d iiability in tort, co�iract or any other basis
and af every kind and character whatsoeve�, includiny� without limitatian, all costs
oi defense and attornays' tees, arising out ol, directfy or indfrectly, AMER�CAN
AIRl:1NES Group's negligence in the operation. rnaintenance and repair of the
Fatilities. .
SECTt�N M- WARRANTY, EXCL.USIVE RE�IAEDY� LtMlTATtOIV OF
UABILlTY AND WAt{/ER 4F CONSEt�UE1VTIAL DAINAGES
A. In the ronstrucda� ot the Faciiities, T11 EIECTRIC warranfs that it wi(i be
rcsponsibte to AM@tICAN AFRLINES for exer�cising that degnee of car� and ���
ordina�ily exe�rtsed � tr�ea�s � the eleciric publk idility industry eng,a�e�
rn �rorndt� s� �,c � ��� „�tn � t� �e s�}e � � or
tPtia cons�ruction � the Facitittes. K TU EiECTRtC stauld tail to n�ct the
standar�ds set farth tn this para9raPh, lt shali, without addWanai campensaUan�
oomecf or neviae any e�rcirs or deficienciea tn the eonstruction of tha FaeilJtiea,
providad AMEi�iCAN AtRUNES notifles TU ELECTRIC in wMing o! such errnrs
or deficiendes within one year fram the date of completion o! the construcfion
o! tha Fatilittes.
8. 7he only vra�ranties made bY 'fU ELECTRIC are those y eriumarateo �n
tfds prvvislon. Any other sLattmenta of fad or dtsttiptions a�cpre�sed in this
Aqreame�t or any attacfimeMs heneto shall not be deamed fo constltute a
w�rranty at tf� c�nstrueUon oi the Facilitles ar ar�y Part thex+eot� THE
WARRANTIES SET FQRTH tN THI.S PROVIStON ARE DCCLU5IVE ANO IN LIEU
OF ALL OTHEit WARRANTiES, WHETiIEiZ STATUTORY. DCPRESS �R IMPUED
(tNCLUOING AI.L WARR/�1j�Ji7E5 pF' Mg7C}{qMA81UTY AND FRNESS �OR
PARTICU�AR PURPOSE ANO ALL WAitRi4NTiE5 ARISJNG FRQAA Ct�URSE OF
DEAUNG ANO U�AGE AF TRAOE). The remedies ded a6ove ar�e
AMERIGAN AIRUNES' sole rzmedies tor any tailure oi'Tt► 1C to campty
' its obl(9afbns. ot� ot any noncanformity in � � and tor tha
period ef Uma prarrided shall constitute compt tutfill of all the
Ilabilities at 7L! ELECTRIC ior deledive ar nancar�fa,rm�nq ca,ns#u�ian, ���,
the daims oi AMERtCAN a1RL1NES are tn corttrad, in tort �lncluding
ligence and s���! liability)� or otherwise with respect to or �risinq� a�t af the
canstruction of the �acili#Iets.
C. Whether du� ta delay, breach ot contract or �rarranfy, tort (including negligencE
and strict ITability) or any oiher theories oi liability� 'R! IC sha11 not be
liable for any other dircct, special, indireet� incid���taf or consequentia!
gts of any ttature, including� without IimitaUon, �t�OERICqtd AIRUNES'
loss of acfual or anticipated profits or rewenues� loss by on of shutdawn,
nonoperatlan, or increased exp�nse ot manufacturing or operatio�� loss of use,
cas4 0! capital, claims oi customers of AMEfttCAN AtRLIN ar for any costs,
labor ar materials requirec! tor recanstrvction or repairs,
0
Contrad No. 6K4-00024
D. Upon terminatian ot this Agreement as provided heretn� the Facilities wi11 be
conveyed to AMERICAN AIRUNES Iree and� Gear of all mortgages, liens�
encumbrances. leases, resirictions. covenants ar any other matters affecting
tiile which arc nat hefd in fhe narne ot AMERICAN A(RLlNES.
E. The remedies stattd i� this Agreemenf are exctusive.
SEC??QN N- PROPRIETARY I RMATtON
7U E�.ECTRIC agrtas not to dfvulge to thlyd parties, writhout the written consrnt of
AMERICAN A�#t!lNES. a�ny intorm�on wt�ich relates to the terhniw! o� busiruss
acliviHes oi AMERICAFI AIRLlNES Group obtairted hnm or ihrou� AMERICAN
AIRUNES Group� itt ort wilh the perfo o! il�s Agreentertt unfesx (1j
the intorntatiot� is kr� to TU �ECTRIC prior to obtaining the same trom
AMERtCAN Atf7tJNES Q�r�aup; (2� the ir�tornu�Hcn Is. ffi the ttme of� disciosure by TU
QECTRIC. thcn ir� the Pt�1�c domain: or' (31 tha informatian is obtai�ed by TU
ELECTRIC irom a third p�rtjr who d#d rwt �aceiv�e djt�ecily or indireajy ry�m
AMER/CAN AIRUNES Graup and vrfto has no obii�otion ot secrety with �
thereto. TU Et.E-C?RtC furt� that it wiU not. without tfie priar .w '�n
a��s+en#- of A�ifER1�A7�t XTF�IES; d�� �o any third PartY anY informatlon
devetop�d or airtained 6y TU ELE�'TRIC in the perfosmancQ oi this Agreet��M
excapt to the e�ctent thst such information talia wfthin one oi ttM categr��ies
describad in (1). (Z�. or (� above.
-r • . - , , . .
Ali dasi4ns. dra!w+n4s. cak�latim�s, camputer cades. Plan�. sPeciftcatlona. dala. and
any all uther' irttornadion de�Iopad. created or � bY T1! ELECTRIC� or
by ot TU B.6CTRtC GrouP. ao or n� direcily to the
c,�nstrudion of tha Fadtiiias shal! � made aNeilaWe to AMERiCAN AIRLINES.
When so devedoixd. . ur procluced. and rro ' etding any pro
a�esignations caMained thaneiin. AMERICAN AIRL.INES shail the right t use
stuh ' ait limitaflon.
• ►. � . � . ,; � �
�
Ali notices from one party to ihe othef shall be deem�d to have been duly d�livered
if hand d�ldvered ar s�ertt by United Stat� certified mail. retur� eipt r�equested,
post�ge p►�epaid, as fot!
f f to 1'11 IC:
Texas lJ�ilifi�s �3ectric Company
p,_Q_ �ox 9T0 �
FoM Worth. � 7614i
ATiENTION: Paul D. Williams
Vice Pr�sident
If to ARA I�Afd �41RLIMES:
American Atrlln�s. Inc,
42 S 5 Mpt1 .ARTFR BLVD Mp_4 1�
FT • WORi'H iX 7 b 15 S
A�E�VT10iV: A. J. ALLISON
V.P. CORPORATE SERVICES
10
Cont�ct �do. 6K4QOQ24
INOEPENDENT COAITRACTOR RELATIUWSHIP
It is expressly understaod and agr�eed that ?U ELECTRIC shal! acf as and be
deemed to be an independent contrartor to� purposes ot this Agreeme.t�t. Neither
TU ELECTRIC nor anyr af its employees shall ad ss. nor be deemed to be, an agent
or employee af AMERICAN AIRI.lNES. TU ELECTRIC shall have the sole right to
cantro! and direcfty supervise the methad. manner, and details of the consttuction
a( the Facitities.
GOVERNlNG lAW
This Agreem�ent, and the rights ot the partics under this Agreement, shail be
gavemed by. conrt�ed and anfor+ced and lheir validifp shali ba d�rmir�ed in
accardanct with the lawa of the St�te � Te�cas.
. �• .
Waiver by eithar party of any breach oi this A9reement, ar tha failure oi either party
to eryforce ariy o! the prvvisions of thia Agree:rier�#, at ariy time. shall not in any way
af%d, limit er waive ,stech party's ri� er to erdarce and campel strict
Connpllanca
, � M
The haadings ot the various proviaions of thia Aq�eeme�rt �r+e fpr conveniertce ot
rc!e anty and shali be atforded rto sf canc� in the irtterprelation or
construction of this A9reemeni. .
Pl�ither ccmptetian ot the construdion of tfie Facilitles or any p�rt ther�.wt� r�or ar�y
termination or� �ncellatfon oi this AgreEmeM, shaJl deem fo ���+ieve ihe pa�ties
oi arry obligatfons� relating to this Agreemerd, ttsat try their natur� survive
completion of the canstrudlon ai the Fa�ilities, induding,. but not limited to, all
wa�raniies and obitgations of indemnity.
„
m
Cantract NA. 6K4-0Op24
SEVERA8IUTY
In the cvent any provision oi this Agreement shalt be dtemed ta be. void. uniawft�.
or atherwise unmiorceable� such provisio�� shall be deemed severabfe from tfu
remainder ot this Aqreement, and such vaid, unlawfut, or unenfarceable provision
shail 6e r�eplaced automattcally by a pmvision containing terms as nearfy Iike thc
void, unlawful� or unentorceabie provision as possible; and this Agreemen}, as so
modi�ed, shali contlnue to be in fWl fo�e and efied.
� • , . • ,�
7f�is Agreement� together with a�y and a11 attaid�menfs hereto� cons#itutes the entir+e
agreement batween AMERIGAN AlRUNES and Ttl @,.EC7'RIC wiih � to ttte
subject matte:r heraot. The part�es sha!1 no# be bowtid by o� be IiabJe ior any
statement, ropresentailon, promise, i�ducameM or under�tanding o! any kMd or
nature nt�t set fortfi as pravided tor herein. � .
PU8LICJTY
Each party agrces tt�a! no iMormation n.laiive to this A�ent shall be �eleased
tor publication, advertising or any atfier purpose wifhout tha priar written approval
of the other.
BINDING ON SUCCES50RS AND ASStGt�15
This Agreement shali. inure to the bertelit of and be I�i upun the w�d�gn�
parttes and entittes� and thdr r+�spec#Ive �egal entagives� successors� and
assigns.
.
Neither p�rtY shail be liable for arty delay or faiiure to p� , ulting irom acts o!
God. chang�� in or passage of appiicable la�rs� orders o9 gov�rr�mentaJ authorities.
sirikes, civil cammotion ar other eve�nts beyond the coRtro! ot the pariy vvhic.h
reasor�ably impair or prevent performa�ee.
t2
Contract No. 6�(4-a0024
ATTACHMENTS
� TU ELFCTRIC and AMERlCAN �qIRl.1NES agrce tNa►t the following attachments
constitute a part o! this Agrcernent and ar�e incorporated herein in their errtir�ty to�
the purposes indicated in the lext oi this Agreemer�
Exhibit 'A" Description of Faalities
Exhibit "8' Agreement for 0edric Service �
IN WITNESS WHEREpF, the par4ies ha�re aifixed th,eir signaturts f►ereto in
acknowiadgemant ot and aQreemerrt to the tare�oinq as at 4he effective date ot this
Agreemertt.
TU E1.ECTRIC
� ,
ey: . �._
s�g�i�
Name• Pasil D. �
Titte: v�� president �
Date: �� �' 1�(�
��
AMERiCAN AfRL.IMES
By' — �'a,..`''�jj'G-�'�_._,
Ignature
Name: a. J. ALLiSON
Title: SEAVICES
Qate: Q/i? l�to
�,
,
13
,•
�arHrT A
Facilities shall include any and all 25 KV transformers,
PMH switchgear both automatic and mar�ual, canduetors,
connectors, termisiators, ei�ctrical syste�a protection,
safety devicea, connection of the �ntrance conductors
at the aecondarp ter�efnals of the tranaformers, and other
mfscellanevns equfp�aent aa reasonably reqnired to provide
electric po�rer to%the prcject.
The facilities do not inclnde the 25 Ep ontdoo�r metalclad
msir� switchqear'liae up, the outdoar metalclad switchqear
at the cQntral uti2ity plant or electrical bnswark, panels,
circnit�rp, or entrance candactors associated with any
conswning buildiaq cr syst�. Agso not included is
civii vork such aa foundations, pads, a�anholes, handholes,
and nnderqround dncts.
,"
�
■��I �
` -
e �
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�n�ivr xo. Z
DATEA Ortober 1,1�97
bo
CONSTRUCT[ON AND LEASE AGREEMENT
6I — Z4
AMEItICAN AIRLIN�S, C.
AND
T'EXAS UTILl1'IES ELECTRIC COMPANY
DATED SEPTEARBER Z5, 1990
. . _ _ .._.
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Contract #6K4-00024
r ►,1�►11 u1 ►Y
17iis Ameadmw�nt No. 02 changes snd �y ���ms stated herein im
��►8f�� b3' and bdwetn Tex,a4 I1t�ities Ela�ic Company �d qm�
��, �nc., l�nowa as Contrar.K 6K4-U0024, msci� tLc 2Sth day of Septanber t990
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(i) SECTION A- CONS'TRUC770N OF FACII.fITES, COT�'TRCJC1iON
AND SCF�Dt1I.E
This Sa�im is � laa�r appfi,�ble far this Aman� ��uctiao af
facilitiea ia co�mple�e.
(ii) SECTION D -1ERMINATION; "TERMII�TATTON OF LEA3E"
� �� ���m� �c w���. � � ��i� mCw�n �,n t?C
"°^•7 l�� �n.
(ii�7 SECTION P - MISCEI.LANEOUS PROVf.S10NS; "AT`TACfIIHEM'S"
T� �$ Exl�ibit B titled `Agnaemeot fa Ekchic Savioc" wilt be
rr,p}soed 'm �s �y with We new a� E�hibst B tit� "p,�t
foc Eloctric Sesvice" e6ective O�chobex 1, 1997.
TERM3
MODQ+'ICA'I'ipNg
�W�'I'NESS �V�REOF, tlu par�ies have sigrted tiiis Amendment acknowledging
agc'eemeat to its te�ms as of the Effective Date.
ACCEP'TED BY COMPANY:
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Title `
cd lz...c i��
Dare signed
ACCEPTED BY CUSTOMER:
B3'� �t.'�t, � i .,�1 �,�.-
Si
J � �,�,� �Z . l'Lt�..� L� �.k.�
Name
V �' ('� 4� �
Trtle �
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Date Signed
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CONSENT TO ASSIGNMENT AND AMENDMENT
American Airlines, Inc. ("Consenting Party") hereby consents ta the assignment by TXU
Electric Company (successor in interest of Texas Utilities Electric Company) (the
"Assignor") effective 11:59 p.m. on August 31, 2000 (the "Date of Assignment"), to TXU
Energy Services Company, (the "Assignee") of all of Assignor's rights, benefits and interests
(except as set forth in paragraph 3, below) in, to and under the Construction and Lease
Agreement (the "AgreemenY') attached hereto as Exhibit "A".
2, Except as set forth in paragraph 3, below, the Consenting Party also hereby consents to
Assignee acceding to all rights and obligations of Assignor under the Agreement and the
Consenting Party will not look to Assignor for performance of the Agreement after the Date
of ,Assignment. This consent does not constitute the release of Assignor by the Consenting
Party with respect to any duties, liabilities, or obligations that arose prior to the Date oi
Assignment.
3. Notwithstanding the provisions in paragraphs 1 and 2 above, the Consenting Party
acknowledges and agrees that Section C- Purchase of Electric Servzce of the Agreement will
coniinue to be provided to the Consenting Party by Assignor (and not by Assignee) under
that certain Agreement for Electric Service dated October 28, 1997 (attached as Exhibit "B"
to the Agreement) for fhe remainder of the term of that Agreement for Electric Service and
continuing until December 31, 2001.
4. lfiis consent does not constitute a waiver by the Consenting Party of any rights or a consent
to any subsequent assignment of the Agreement.
The Consenting Party represents and warrants that it is not required to obtain the consent of
any third party to enter into this Consent to A,ssignment.
DATED ��� 3,,! , 2000.
d
American Airlines, Inc.
a Delaware corporation
By:
rts:
C:IWINDO WS1'I'Gh{py�},{CRICAN rV RLl[JES CONSENT TO ASSIGN(2). WPD
TXU Electric Company
a Texas corporation
By: /��Z� �i
Its:
TXU Energy Services Company
a Texas co oration
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By: _
Its: '
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aMENnMErrr tvo. oi
DATED �lugust 28, 1991
to
C�NSTRUCTIUN AND LEASE �GREEMENT
6K�-00024
By and Between
�merican Airlines, Inc.
AND
Texas Utititi�� Electric Company
DATED September 25, 1990
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AMENDMENT
Contract No, 6K4-0p024
Amendment No. p�
This Amendment changes and supersedes the certain provision stated herein in the
Agreement by and between Texas Utilities Electric Company and American Ai�lines,
inc., known as .Contract No. 6K400024, made the 25th day of September, 199p
("Agreement"). �
This Amendment is issued to replace in �its entirety the termination fee schedWE
contai�ed in the Agreeme�t which has been reqlculated to reftect a reduction of
four thousand two hundred seventy four dollars (S4,2Tq,�) in the total actual cost �
Gonstrurtion of the Facilities as tallows;
Years Remaining
In Lease Te►�m
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Termination
Fee �
� 175,088.35
$ 335,088.66
$ 481,3Q1.14
� 614,913.94
� 737,012.81
S 848,589.95
$ 950,552.07
�1,043,727.72
� 1,128,874.08
51,206,683.04
� � ,zn,7as.sz
$1,342,783.50
$1,4D2,140.80
� 1,456,401.33
$1,505,986.OZ
Years Remaining
In lease Term
16
17
18
f9
20
21
22
23
24
25
zs
27
Z$
29
30
Terminatian
Fee
51,55129T.SrL
S 1,592,704.gZ
S 1,630�5q�3,g2
S1,665,121.9�9
S 1,696,720.�3
S 1,725,595.92
S 1,751,983.Og
� 1,776.Q96,3g
S 1.798.131.T3
51,818,268.22
$1,836.689.47
$1,853.485.01
$1,868,851.49
$1,882,$93.78
$1,895,726.00
The parties further agree that al! other tern�s and conditions in the Agreement shall
remain in i�ll force and effect,
1
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IN WITNESS WHERE�F, the parties have aff'ixed their signatu�es hereto in
acknowledgement af and agreemerrt to the foregoing as of the effective date of this
Agreement.
CONTRACTC?R
By_
signature
Name:
Title:
Date:
6R9d1466
00024A M 1
RI.A
CQMPANY
By:
Signature
Name:
Title:
Date: •
2
Exhibit D
Withdrawn Claims
Exhibit "D"
Claims to �e Disallowed and Expunged
In re AMR Corporation, et al.
Case No. 11-15463 (SHL), JointlyAdministered
Note: Claimants are listed alphabetically.
SEG1 CLAIM(S) TO BE DISALLOWED AND EXPUNGED*
NO. NAME �NOM CLAIM AMOUNT CLAIMED DEBTOR
A�LIANCE AIRPORT AUTHORITY, INC ET AL 8140 Unliquidated American Airlines, Inc.
C/O SCHEEF & STONE, LLP
ATTN: PETER C. LEWIS
1 500 N AKARD, 27TH FLOOR
DALLAS, TX 75201
Date Filed: 07/13/12
ALLIANCE AIRPORT AUTHORITY, INC. ET AL 8143 Unsecured: $75,567.54 American Airlines, Inc.
C/O SCHEEF & STONE, LLP
2 500 N AKARD, 27TH FLOOR
DALLAS, TX 75201
Date Filed: 07/13/12
CITY OF FORT WORTH, TEXAS, ET AL 8141 Unliquidated American Airlines, Inc.
C/O SCHEEF & STONE, �LP
ATTN: PETER C. LEWIS
3 500 N. AKARD, 27TH FLOOR
DALLAS, TX 75201
Date Filed: 07l13/12
CITY OF FORT WORTH, TX, ET AL 8142 Unsecured: $75,657.54 American Airlines, Inc.
C/O SCHEEF & STONE, L�P
ATTN PETER C. LEWIS
4 500 N AKARD, 27TH FLOOR
DALLAS, TX 75201
Date Filed: 07/13/12
CITY OF FORT WORTH, TEXAS, ET AL 8146 Unliquidated American Airlines, Inc.
C/O SCHEEF & STONE, LLP
ATTN: PETER C LEWIS
5 500 N AKARD, 27TH FLOOR
DAI.LAS, TX 75201
Date Filed: 07/13/12
CITY OF FORT WORTH, TEXAS, ET AL 8148 Unliquidated American Airlines, Inc.
C/O SCHEEF & STONE, �LP
ATTN: PETER C LEWIS
6 500 N AKARD, 27TH FLOOR
DALLAS, TX 75201
Date Filed: 07/13/12
* Any portions of Claim Nos. 8140, 8141, 8142, 8143, 8146, or 8148 that relate to the Dallas Fort Worth Facility Improvement Corporation or the Dallas
Fort Worth Facilities Agreements are deemed included in Claim No. 8145, which remains subject to further objection pe�ding adjudication of the claim.
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� �C ]H[ lE ]E lP �� �'7C'�0>1� ]E, lL.. lL.. ]P'..
Le�al counsel bnsed on solid principles.
Direct I�iaL• (214) 706-42�t1
July 25, 2014
Uiu f%'e�!era! E�ress
�Vru �-Mail f�hr�zs.Mos/e cu�rlw�or�thtexas. rov
Via F;�1l�Inil Peier�•�Va . �'a��ot�hvurthtexas.�o�
C'ity of Fort Worth
A.11ianceAirport Auillor�ty, iiic.
1000 Throckmarto��
Fort Wo1�th, TX 7fi102..
Att�: Chris 1Vlosley, �sy.
<'�tt:n: Peier Vaky, Esq.
Writers E-Mail Address
peter.lewis(a�solidcounsel.com
�Ze: AFW -- fl�reement on �t.e�ectiai� and Relateci Matters, dated .T�zly 2, 2014
Dear Chris and Peter:
Enclosed piease find the duplicate origii-�ai si�nariu�r: pages executed on behal£ oi�
gmerican Airlines, [nc. for the aboue referenced agreement.
Should �ou have any c�uestiotls, please �;all me. 1'hank you.
Best a�egards,
��- �
������
i'eter C. Lewis
3'artner
500 Nor[h Akard • Suite 2700 • Dallas, Texas 75201 • TeL• (214) 706-4200 • Fax: (214) 706-4242 • wwwsolidcounseLcom
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
STATE OF TEXAS
COUNTY OF TARRANT
AMERICAN AIRLINES, INC.
Y�
Name: imothy K, Skipworth
Title; Vice President — Airport Affairs and Facilities
Before me, the undersigned, a Notary Public of the state and county mentioned, on this day
personally appeared Timothy K. Skipworth of American Airlines, Inc., known to me to be the
person whose name is subscribed to the foregoing instrument and known to me to be the Vice
President — Airport Affairs and Facilities of American Airlines, Inc., and such person
acknowledged to me that such person executed the same for the purposes and consideration
therein expressed and in the capacity stated, and as the act and deed of American Airlines, Inc.
Witness my hand and seal, at office in
July, Zo 14.
My Commission Expires: /�'3� aa�
%�Ol� ��`lh �• GBtS , this 2nd day of
/� w�� '�,�.._
NOTARY PUBLIC
[SEAL]
».,.�>_.._.__....
4V PG�, Ro��ena Jane Thom
,���, B
��,�.� Commistion Expires
' �"o%� a 0�!'-� l6
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