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Full text of "Airport use agreement"

CITY OF CHICAGO 



CHICAGO-O'HARE 
INTERNATIONAL AIRPORT 



Revenue Bond Ordinance, adopted December 28, 1959 

Supplemental Ordinance, adopted February 16, 1959 

Airport Use Agreement, dated as of January 1, 1959 

Hangar and Hangar Site Lease, dated as of January 1, 1959 

Joint Cargo Building and Site Lease, dated as of January 1, 1959 

Cargo Building and Site Lease, dated as of January 1, 1959 

Fueling System Lease, dated as of January 1, 1959 
Lease of Terminal Facilities, dated as of January 1 , 1959 



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REVENUE BOND ORDINANCE 



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ORDINANCE authorizing the issuance of Chicago-O'Hare International 
Airport Revenue Bonds Series of 1959 for the purpose of improving and 
extending said Airport and providing for payment of principal of and 
interest on said bonds. 



WHEREAS, Sections 22-3 through 22-12 of Article 22 of Chapter 24, Illinois Revised Statutes, 1957, 
as amended, authorizes the City of Chicago to establish, maintain, operate, purchase, construct, recon- 
struct, expand and improve public airports and the Chicago-O'Hare International Airport should be 
improved and extended with new facilities; and 

WHEREAS, to accomplish such purpose and pay the cost thereof, the City of Chicago may issue its 
bonds payable from the revenues derived from the operation of said Airport and from any services rendered 
in the operation thereof; and 

WHEREAS, funds are not available to pay the cost of such construction, acquisition and improve- 
ments and it is necessary that the City borrow money and in evidence thereof issue Chicago-O'Hare 
International Airport Revenue Bonds Series of 1959 payable solely from the revenues derived from the 
operation of said Airport and from any services rendered in the operation thereof to pay all costs in con- 
nection with the construction, acquisition and improvements thereof, therefore; 

Be It Ordained by the City Council of the City of Chicago: 

ARTICLE I 
Definitions and Purposes 

Section 1.01. Definitions. The terms hereunder in this Section 1.01 defined shall, for all purposes 
of this Ordinance, and of any ordinance supplemental hereto, and of any certificate, opinion or other 
document herein mentioned, have the meanings herein specified. 

(a) "City" means the existing municipal corporation known as the "City of Chicago" as the same is 
constituted by the provisions of law and the Constitution of the State of Illinois. 

(b) "City Council" means the Council of the City of Chicago or any succeeding governing or legis- 
lative body of the City. 

(c) "Ordinance" means this Ordinance, adopted the twenty-ninth (29th) day of December, 1958, 
by the City Council in accordance with the Constitution and the laws of the State of Illinois, and said 
ordinance may be cited as Ordinance Authorizing Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959, adopted December 29, 1958. 

(d) "Law" or "Act" means Chapter 24, Section 22-3 to Section 22-12, inclusive, of Article 22 of the 
Illinois Revised Statutes, 1957, as amended. 

(e) "Certificate of the City", and also the terms "Statement of the City", "written request of the 
City", and "written consent of the City", mean and shall mean, respectively, an instrument in writing 
signed by the Mayor, Comptroller or other authorized officer of the City. Any such instrument in writing 
and supporting opinions or representations, if any, may, but need not, be combined in a single instrument 
with any other instrument, opinion or representation, and the two or more so combined shall be read and 
construed so as to form a single instrument. Any certificate or statement of the City may be based, in so far 
as it relates to legal, accounting or engineering matters, upon the opinion or representation of counsel, ac- 
countants, auditors, or engineers, respectively, unless the officer signing such certificate or statement knows, 
or in the exercise of reasonable care should have known, that the opinion or representation with respect to 
the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. The same 
officer of the City, or the same counsel or accountant or other persons, as the case may be, need not 

1 



certify to all of the matters required to be certified under any provision of this Ordinance, but different 
officers, counsel, accountants or other persons may certify to different facts, respectively. Every certificate 
or statement or request of the City, and every certificate or opinion of counsel, accountants, engineers or 
other persons provided for herein shall include: 

(i) a statement that the person making such certificate or opinion or representation has read 
the pertinent provision of this Ordinance to which such statement, certificate, opinion or representa- 
tion relates; 

(ii) a brief statement as to nature and scope of the examination or investigation upon which 
the statements, opinions or representations are based; 

(iii) a statement that, in the opinion of such person, he has made such examination or investi- 
gation as is necessary to enable him to express an informed opinion with respect to the subject mat- 
ter referred to in the instrument to which his signature is affixed; and 

(iv) with respect to any statement relating to compliance with any provisions hereof, a state- 
ment whether or not, in the opinion of such person, such provision has been complied with. 

(f) "Opinion of Counsel" means a written opinion of counsel selected by the City (who may be the 
Corporation Counsel for the City) . Any opinion of counsel may be based, in so far as it relates to factual 
matters (information with respect to which is in the possession of the City) upon a certificate or opinion 
of, or representation by, an officer of the City, unless such counsel knows, or in the exercise of reasonable 
care should have known, that the certificate or opinion or representation with respect to the matters upon 
which his opinion may be based, as aforesaid, is erroneous. 

(g) "Title" means such title, as in the opinion of counsel is satisfactory and sufficient for the needs 
of the City for the construction and operation of Chicago-O'Hare International Airport and buildings, 
structures or facilities thereof. 

(h) "Independent Certified Public Accountant" means any registered or licensed accountant or firm 
of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws 
of the State of Illinois, appointed and paid by the City, who 

(i) is in fact independent, and not under domination of the City; 
(ii) does not have any substantial interest, direct or indirect, with the City; and 
(iii) is not connected with the City as an officer or employee of the City, but who may be regu- 
larly retained to make annual or other similar audits of any of the books or records of the City. 

(i) "Consulting Engineer" and also the term "Independent Engineer" means any registered or 
licensed engineer or firm of such engineers or firm of such engineers and architects experienced in the 
field of constructing and maintaining airports and airport facilities, entitled to practice and practicing as 
such under the laws of the State of Illinois. "Airport Consultant" means any firm, corporation, or indi- 
vidual experienced in the administration, maintenance and operation of airports and airport facilities. 
Said Engineers and Airport Consultant shall be appointed and paid by the City who or each of whom 

(i) is in fact independent and not under domination of the City; 

(ii) does not have any substantial interest, direct or indirect, with the City; 

(iii) is not connected with the City as an officer or employee of the City, but who may be 
regularly retained to make annual or other periodic reports to the City. 

(j) "Bonds" means the "Chicago-O'Hare International Airport Revenue Bonds" authorized by and 
at any time outstanding pursuant to this Ordinance or any supplemental or authorizing Ordinance pro- 
vided for herein. 

(k) "Holder of Bonds" or "Bondholder" or any similar term means any person who shall be the 
bearer of any outstanding Bond or Bonds registered to the bearer or not registered, or the registered owner 
of any outstanding Bond or Bonds which shall at the time be registered other than to bearer. 



(1) The term "Depositary" and also the term "Paying Agent" means a bank or trust company selected 
pursuant to Section 8.01, except that the term "Paying Agent", whenever used to designate any bank or 
trust company other than the Depositary, means any bank or trust company located elsewhere than in the 
City of Chicago, at whose office the principal of or interest on the Bonds may be payable. 

(m) "Fiscal Agent" means the agent appointed as Fiscal Agent of the City of Chicago in the City of 
New York, being at the time of the issue of the Bonds the Chemical Corn Exchange Bank, Borough of 
Manhattan, City of New York, State of New York. Any other bank or trust company in the City of 
New York may be substituted as fiscal agent by the City. 

(n) "Airport" means the site of the Chicago-O'Hare International Airport together with all buildings, 
structures and facilities thereof, and all future improvements thereto and enlargements thereof, whether 
or not made with corporate funds of City, Government Grants in Aid, Bonds, or any other funds of any 
nature whatsoever. 

(o) "Revenues" or "Revenues of the Airport" means all revenues derived directly or indirectly by 
the City from transactions accruing from January 1, 1959 from the use and operation of the Airport, 
including, without limiting the generality of the foregoing, all rents, fees, rates or other charges for the 
use of the Airport or for any service rendered by the City in the operation thereof, and interest accruing 
on and any profit resulting from the investment of moneys in the Revenue Fund or any Account thereof. 
Solely for the purpose of computing Flight Fees, Flight Fee Revenue Requirements, or Flight Fee defi- 
ciencies, in accordance with the terms of the Airport Use Agreement, or any deferred income under 
Section 5.03 (2) Sixth, however, the interest accruing on and any profit resulting from the investment 
of moneys in the Reserve Maintenance Account and the Emergency Reserve Account shall not be con- 
sidered as Revenues of the Airport nor shall any loss resulting from any such investment reduce such 
Revenues. 

The term "Net Revenues" means the Revenues from the use and operation of the Airport, and for 
any service rendered in the operation thereof, less the cost of operation and maintenance thereof. 

(p) "Chicago-O'Hare International Airport Revenue Fund" or "Revenue Fund" means the fund 
created by this Ordinance as being the fund into which all Revenues of the Airport will be deposited. 

(q) "Cost of Operation and Maintenance" or "Operation and Maintenance Expenses" means and 
includes the following expenses incurred by the City accruing from January 1, 1959: all salaries and 
wages of regular (or extra) employees in connection with the actual operation of the Airport, including 
collectors, equipment operators, office and clerical employees, administrative, management, policing, fire 
protection and traffic control, legal and overhead expense of the various City departments directly related 
to the administration of the Airport, the cost incurred in making all collections of Revenues of the Air- 
port, the cost of all stationery and supplies, equipment, advertising and similar equipment and supplies 
used in connection with the actual operation of the Airport; bookkeeping and auditing costs in connection 
with the Airport, all fees and expenses incurred in compliance with the provisions of this Ordinance, 
including those of the various City departments, of the Consulting Engineer, Airport Consultant, the 
Independent Certified Public Accountants, and the cost of the publication of the summary of the accounts 
required by Section 6.08 and all costs and expenses of the Depositary and all other agents; the cost of 
all notices and reports hereunder; the cost of all insurance, including but not limited to property damage 
insurance, public liability insurance, or other insurance on the Airport, burglary insurance, bonds of 
employees, workmen's compensation insurance, together with any payments properly chargeable to the 
Airport which may be required by law to be paid to pension or retirement funds for employees or 
administrative officials; any taxes which may be imposed lawfully upon the Airport or upon the income 
from the operation thereof, together with all other expenses, whether similar or dissimilar, which under 
standard principles of accounting practice, are properly chargeable to operation and maintenance of the 
Airport, including all expenses for ordinary repairs, upkeep, renewals and replacements, including both 
material and labor costs, electric light and power charges, water, steam, telephone and other public util- 
ity services furnished to the Airport; the cost of complying with any lawful order with respect to the 



Airport of any State, County, Federal or other governmental agency. In addition, provision shall be made 
for all uncollectible accounts receivable, and for that purpose all accounts receivable uncollected for a 
period of thirty (30) days after due date shall be considered uncollectible accounts receivable. 

(r) "Acquired" or words of similar import mean and include acquisition by purchase, gift, lease, 
contract, condemnation under power of eminent domain, or by any other means of property of any kind 
or description, whether real, personal or mixed and the original construction or reconstruction, alteration 
or repair of the Airport. 

(s) "Chicago-O'Hare International Airport Construction Fund" or "Construction Fund" means the 
fund hereby created as a trust fund into which shall be paid the proceeds of sale of the Chicago-O'Hare 
International Airport Revenue Bonds. 

(t) "Principal Underwriters" means the investment banking firms named in the proposal to purchase 
the Bonds that is accepted by the City or the remainder of any such named Principal Underwriters if any 
of them shall retire from active business leaving no successor; for the purpose of this paragraph any firm 
or corporation succeeding to the business of any such Principal Underwriter by assignment, merger or 
otherwise, shall be deemed to be a Principal Underwriter. 

(u) "Fiscal year" or "year" means the fiscal year of the City commencing January 1 and ending 
December 31 of each year. 

(v) "Bond Counsel" means any attorney or firm of attorneys of recognized standing as municipal 
bond counsel selected by the City. 

(w) "Airport Use Agreement" means an agreement entered into, or to be entered into prior to the 
delivery of Bonds, between various air transportation companies and the City, in substantially the form 
attached hereto, marked Exhibit "A" and made a part hereof. 

(x) "Principal and Interest Requirements for each fiscal year" as used in this Ordinance for the 
purpose of making computations and estimates, shall mean Principal and Interest Requirements for each 
such fiscal year as defined in Section 2.16. 

(y) The "Commissioner of Public Works" shall be concerned with construction at the Airport and 
shall mean for the purpose of this Ordinance the Commissioner of Public Works of City (or any 
successor thereto in whole or in part as to his duties hereunder) and his duly authorized assistants. 

(z) The "Commissioner of Aviation" shall be concerned with the operation and maintenance of the 
Airport and shall mean for the purpose of this Ordinance the Commissioner of Aviation of City (or any 
successor thereto in whole or in part as to his duties hereunder) and his duly authorized assistants. 

Except where the context otherwise requires, words importing the singular number shall include the 
plural number and vice versa, and words importing persons shall include firms, associations and corpora- 
tions and vice versa. 

Section 1.02. Public Interest. It is hereby determined and declared necessary for the public bene- 
fit, safety and welfare of the City that the above mentioned and following described improvements be 
made to said Chicago-O'Hare International Airport. 

Section 1.03. Statutory Authority. This Ordinance is adopted pursuant to the provisions of 
Section 22-3 through Section 22-12, of Article 22 of Chapter 24 of Illinois Revised Statutes, 1957, as 
amended. 

Section 1.04. Equal Security. In consideration of the acceptance of the Bonds, the issuance 
of which is authorized hereunder, by those who shall hold the same from time to time, this Ordinance 
shall be deemed to be and shall constitute a contract between the City and the holders and registered 
owners from time to time of the Bonds and interest coupons appertaining thereto, and the covenants 
and agreements herein set forth to be performed on behalf of the City shall be for the equal and pro- 



portionate benefit, security and protection of all holders and registered owners of the Bonds and interest 
coupons without preference, priority or distinction as to security or otherwise (except as to maturity) of 
any of the Bonds or interest coupons over any of the others by reason of time of issue, sale or negotiation 
thereof or otherwise for any cause whatsoever, except as expressly provided herein. 

ARTICLE II 

Authorization, Designation, Form, Execution, 
Exchange and Registration of Bonds 

Section 2.01. Description of Project. It is necessary and for the best interests of the City of 
Chicago that the Airport be further improved. 

The City Council has heretofore caused general plans and specifications and an estimate of cost of 
said improvements (hereinafter referred to as "Improvements" or "Facilities") to be prepared which are 
open to the inspection of the public, said plans and specifications showing the location, size, type and 
method of construction thereof, and the estimate of the cost of said improvements, including acquisition of 
all land and easements necessary therefor, engineering fees, attorney's fees, interest up to and including 
January 1, 1962, being not more than six months from the estimated date of completion of the 
Improvements, costs of financing, and all other necessary and incidental expenses and the same are 
hereby approved by the City Council and ordered filed in the office of the City Clerk, and that the 
estimated total of all costs relating to said Improvements is determined to be the sum of One Hundred 
Twenty- three Million, Four Hundred Thousand Dollars ($123,400,000). 

Section 2.02. Authorization. That for the purpose of defraying the cost of the Improvements, as 
described in Section 2.01, including all land and easements necessary therefor, engineering and legal 
expenses, interest up to and including January 1, 1962, costs of financing and all other incidental 
expenses, there is hereby authorized to be issued Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959 of the City of Chicago in the principal amount of One Hundred and Twenty Million 
Dollars ($120,000,000), and the proceeds of said Bonds are hereby appropriated for that purpose. 
Said Bonds shall be payable solely from the Net Revenues derived from the operation of the Airport and 
from any service rendered in the operation thereof, and shall not constitute a debt of the City within any 
constitutional or statutory limitation, and the taxing power of the City shall not be exercised in the 
payment of either principal or interest of said Bonds. 

Said Bonds shall mature on January 1, 1999, and may be issued both as Coupon Bonds and 
as Registered Bonds. Said Coupon Bonds shall be issued in denominations of $1,000 and numbered 
consecutively from M-l upwards, and shall be dated January 1, 1959. Said Registered Bonds may 
be registered in the denomination of $25,000 or more and numbered R-l upwards and shall be dated 
as provided in Section 2.05. Said Bonds shall bear interest at such rate or rates, not exceeding an interest 
cost of six per cent (6%) as authorized by Law, as may be prescribed by the City at the time of the sale 
of said Bonds and set forth in an Ordinance of the City approving such sale, a copy of which, duly certified 
as having been adopted by the City, shall be filed with the City Comptroller and the Depositary prior to 
the issuance and delivery of such Bonds. Interest prior to maturity shall be payable on the first day of 
July, 1959, and semi-annually thereafter on the first days of January and July of each year, but except as 
to any fully Registered Bond only upon presentation and surrender of the respective interest coupons 
attached. Each of the coupons on Coupon Bonds shall be numbered in the order of its respective 
maturity. Interest on fully Registered Bonds shall be paid by the Depositary as Paying Agent by 
check or draft mailed to the registered owner at his address as it appears on the bond registration 
books of the Registration Agent. Coupon Bonds may be registered as to principal only in accordance 
with the provisions of Section 2.08. 

Said Bonds shall be redeemable at the option of the City in whole or in part from time to time 
through use of Revenues on any interest payment date on or after January 1, 1965, on thirty days notice, 



only as in this Ordinance provided, at the applicable redemption price set forth in the following schedule, 
together with the interest accrued to the date fixed for redemption: 

Redemption Price 
/» L J Pen °- d , • x (Percentage of 

(Both dates inclusive) Principal Amount) 



January 1, 1965 to December 31, 1968 104%% 

January 1, 1969 to December 31, 1973 104)4% 

January 1, 1974 to December 31, 1977 103%% 

January 1, 1978 to December 31, 1980 103% 

January 1, 1981 to December 31, 1983 102% 

January 1, 1984 to December 31, 1986 101% 

January 1, 1987 to December 31, 1989 100)4% 

January 1, 1990 and thereafter 100% 

The City Comptroller shall select, by lot, the Bonds to be redeemed as provided in Section 4.01. 

Said Bonds shall also be redeemable at the option of the City as a whole from any funds other than 
Revenues on thirty days notice on any date on or after January 1, 1974 at the applicable redemption price 
set forth in the following schedule, together with the interest accrued to the date fixed for redemption : 

Redemption Price 

(Percentage of 
Principal Amount) 



January 1, 1974 to December 31, 1977 1043%% 

January 1, 1978 to December 31, 1980 104% 

January 1, 1981 to December 31, 1983 103% 

January 1, 1984 to December 31, 1986 102% 

January 1, 1987 to December 31, 1989 1003%% 

January 1, 1990 and thereafter 100% 

The redemption of Bonds shall be subject to the provisions of Article IV. 

Section 2.03. Medium of Payment and Manner of Execution of Bonds. Both the principal of and 
interest on the Bonds, as well as any premium thereon, in case of the redemption thereof prior to matu- 
rity, shall be payable in lawful money of the United States of America at the office of the City Treasurer, 
Chicago, Illinois, or at option of the holders of the respective Bonds and the coupons appertaining thereto 
(or the registered owners of Registered Bonds without coupons) at the office of the Depositary in the 
City of Chicago, Illinois. Such principal, interest and premium, if any, shall also be payable at the 
principal office of the Fiscal Agent of the City of Chicago in the Borough of Manhattan, the City of 
New York, New York. 

The Bonds shall be signed by the Mayor of the City and shall be sealed with the corporate seal 
thereof and attested by the City Clerk and countersigned by the City Comptroller. 

The coupons to be attached to the Bonds shall bear the facsimile signatures of said officials, which 
officials by the execution of said Bonds shall adopt as and for their own proper signatures their respective 
facsimile signatures appearing on each of said interest coupons. 

Section 2.04. Form of Bonds. The Coupon Bonds, the interest coupons to be attached thereto, 
the fully Registered Bonds and the certificate of registration to be endorsed thereon shall be in substantially 
the following forms respectively : 



(Form of Coupon Bond) 

United States of America 

State of Illinois, County of Cook 

CITY OF CHICAGO 

$1,000 



CHICAGO-O'HARE INTERNATIONAL AIRPORT REVENUE BOND 
SERIES OF 

The City of Chicago (hereinafter sometimes called the "City"), a duly constituted city of the 
State of Illinois, for value received, hereby promises to pay (but only out of Revenues hereinafter referred 

to) to the bearer, or if this Bond be registered as to principal, to the registered owner, on , 

19. . . . (subject to the right of prior redemption hereinafter in this Bond expressly provided for) the 
principal sum of One Thousand Dollars ($1,000), together with interest thereon from the date hereof at 

the rate of per cent ( % ) per annum, payable on 19 ... . 

and semi-annually thereafter on 1 and 1 in each year, until 

the payment of such principal sum in full, but only, in the case of interest due on or before the maturity 
of this Bond, according to the tenor and upon presentation and surrender of the annexed coupons as 
they severally become due. Both principal of and interest on this Bond are payable in lawful money 
of the United States of America at the office of the City Treasurer, Chicago, Illinois, or at holder's option, 
at the office of the Depositary in the City of Chicago, Illinois. Such principal and interest shall also be 
payable at the principal office of the Fiscal Agent of the City of Chicago, in the Borough of Manhattan, 
the City of New York, New York. 

This Bond is one of an issue of Chicago-O'Hare International Airport Revenue Bonds (herein- 
after called the "Bonds") issued for the purpose of defraying the cost of improving said Airport. 

All of the Bonds (of which this Bond is one) are issued and to be issued pursuant to the provisions of 
Sections 22-3 through 22-12 of Article 22 of Chapter 24, of the Illinois Revised Statutes, 1957 as amended 

(hereinafter called the "Act"), and pursuant to an Ordinance of the City adopted , 19. . ., 

authorizing the issuance of the Bonds (hereinafter called the "Ordinance"). A copy of the Ordinance 
is on file at the office of the City Clerk of the City, and reference is hereby made to the Ordinance and 
any and all amendments or supplements thereof and to the Act for a description of the terms on which 
the Bonds are issued and to be issued, the provisions with regard to the creation of accounts and pay- 
ments thereto and to the nature and extent of the Revenues of said Airport, as such terms are defined 
in the Ordinance, and of the rights of the holders and registered owners of the Bonds and of the bearers 
of the appurtenant coupons; and all the terms of the Ordinance are hereby incorporated herein and 
constitute a contract between the City and the holder or registered owner from time to time of this Bond 
and to all the provisions thereof the holder or registered owner hereof, by his acceptance of this Bond, 
hereby consents and agrees. 

This Bond, together with all other Bonds issued under the Ordinance and as and to the extent 
set forth in the Ordinance, is payable solely from the Net Revenues derived from the operation of 
said Airport and for any service rendered in the operation thereof, as set forth in the Ordinance, and is 
secured by a charge and lien on the Net Revenues (as such term is defined in the Ordinance) of said 
Airport provided for in the Ordinance and as and to the extent set forth in the Ordinance, all such Net 
Revenues and funds are exclusively and irrevocably pledged to and constitute a trust fund in accordance 
with the terms hereof and the provisions of the Ordinance, and in accordance with the provisions of 
the Act, for the security and payment or redemption of, and for the security and payment of interest on, 
this Bond and all other Bonds issued under the Ordinance. 

The rights and obligations of the City and of the holders and registered owners of the Bonds may 
be modified or amended at any time in the manner, to the extent, and upon the terms provided in the 
Ordinance, provided that no such modifications or amendments shall extend the maturity of or reduce 
the interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest 



or redemption premiums at the time and place and at the rate and in the currency provided therein 
of any Bond without the express consent of the holder or registered owner of such Bond, nor permit 
the creation by the City of any pledge or lien on said Airport, or upon the Revenues therefrom, nor 
reduce the percentages of Bonds required for the affirmative vote or written consent to an amendment or 
modification; all as more fully set forth in the Ordinance. 

The Bonds of this Series are redeemable at the option of the City in whole or in part from time to 
time through use of Revenues as in the Ordinance provided on any interest payment date on or after 

, 19. ., on thirty days' notice at the applicable redemption price set forth in the 

following schedule, together with the interest accrued to the date fixed for redemption : 

Redemption Price 

(Percentage of 
Principal Amount) 



Moneys in the Sinking Fund Account may also be used for the purchase of Bonds in the open market 
or by tender as provided in the Ordinance. 

The Bonds of this Series are also redeemable at the option of the City as a whole from any funds 

other than Revenues on thirty days' notice on any date on or after , 19. . ., 

at the applicable redemption price set forth in the following schedule, together with the interest accrued 
to the date fixed for redemption: 

Redemption Price 

(Percentage of 
Principal Amount) 



Subject to the provisions for registration and transfer contained herein and in the Ordinance, this 
Bond shall have all of the qualities of a negotiable instrument under the Law Merchant and the Negoti- 
able Instrument Law of the State of Illinois and shall pass by delivery unless registered as to principal in 
the owner's name at the principal office of the Registration Agent in the City of Chicago, Illinois, and 
such registration noted hereon, after which no valid transfer hereof can be made, except at such office by 
the registered owner in person or by duly authorized attorney and similarly noted hereon, until after 
registered transfer to bearer, but after such registered transfer to bearer this Bond shall be again trans- 
ferable by delivery. Such registration, however, shall not affect the negotiability of the coupons which 
shall remain payable to bearer and transferable by delivery. The City, each Paying Agent, the Fiscal 
Agent, the Registration Agent and any other person may treat the bearer of this Bond (or if this Bond 
be registered, the registered owner) and the bearer of any coupon hereunto appertaining, as the absolute 
owner hereof and thereof for the purpose of receiving payment hereof and thereof and for all other 
purposes and shall not be affected by any notice to the contrary, whether this Bond or such coupon be 
overdue or not. 

The Bonds of the series of which this Bond is a part are issuable as Coupon Bonds, registrable as 
to principal only, in the denomination of $1,000, and as Registered Bonds without coupons in the denom- 
ination of $25,000 or more. The Coupon Bonds and the Registered Bonds without coupons are inter- 
changeable for Bonds of the same interest rate and series upon presentation thereof for such purpose by 
the holder or registered owner at the principal office of the Registration Agent in the City of Chicago, 
Illinois. Any reasonable expense in connection with the registration, transfer, or exchange of or to Reg- 
istered Bonds or Coupon Bonds as defined herein shall be paid by the Bondholder. 



The City covenants and agrees that so long as any of the Bonds remain outstanding it will estab- 
lish and collect rents, fees, rates or other charges for the use of said Airport and for any service rendered 
in the operation thereof to yield Revenues sufficient for the service of the Bonds, including payments into 
all revenue accounts created and provided for by the Ordinance, and for certain expenses, including the 
reasonable cost of operation and maintenance of said Airport, all as more fully set forth and subject to 
the further terms and conditions contained in the Ordinance. 

It is hereby certified, recited and declared that all acts, conditions and things required to exist, 
happen and be performed, precedent to and in the issuance of this Bond, exist, have happened and 
have been performed in due time, form and manner as required by the Constitution and Statutes of 
the State of Illinois. Neither this Bond, nor the payment of the principal of this Bond nor any part 
thereof, nor any interest thereon constitutes a debt of the City within any Constitutional or Statutory 
limitation and the taxing power of the City shall not be exercised in the payment of either principal 
or interest of this Bond. 

No officer of the City shall be individually or personally liable for the payment of this Bond or 
the interest hereon, but only for the performance of his official duties as required by law. 

IN WITNESS WHEREOF the City of Chicago by its City Council has caused this Bond to be 
signed by its Mayor, attested by its City Clerk, sealed with its corporate seal and countersigned by 
its Comptroller and has caused the annexed interest coupons to be executed with the facsimile signatures 
of said officials as of the day of , 19 



Mayor 
COUNTERSIGNED: 



City Clerk City Comptroller 



(Form of Registration Certificate) 



Signature of 
Registration Agent 



(Form of Interest Coupon) 



On the first day of , 19. . ., subject to any right of prior redemption reserved in the 

Bond hereinafter mentioned, the City of Chicago will pay (but only out of Revenues referred to in said 
Bond) to bearer, at the office of the City Treasurer of said City of Chicago, Illinois, or at holder's option 
at the office of the Depositary in the City of Chicago, Illinois, on surrender hereof, 



Dollars ($ ) in lawful money of the United States of America, being six months' 

interest then due on said Bond, and such interest is also payable at the principal office of the Fiscal 
Agent of the City of Chicago, in the Borough of Manhattan, the City of New York, New York; all as 
specified in, and subject to the provisions of, its Chicago-O'Hare International Airport Revenue Bond, 
Series of , No , dated , 19 



Mayor 
ATTESTED: COUNTERSIGNED: 



City Clerk City Comptroller 



(Form of Registered Bond Without Coupons) 



United States of America 

State of Illinois, County of Cook 

CITY OF CHICAGO 

CHICAGO-O'HARE INTERNATIONAL AIRPORT REVENUE BOND 

SERIES OF 

The City of Chicago (hereinafter sometimes called the "City"), a duly constituted city of the State 
of Illinois, for value received, hereby promises to pay (but only out of Revenues hereinafter referred to) 

to , or registered assigns, on , 19 ... . 

(subject to the right of prior redemption hereinafter in this Bond expressly provided for) the principal 

sum of Dollars ($ ) , 

together with interest thereon, which interest shall be paid by check or draft mailed to the registered 
owner at his address as it appears on the bond registration books of the Registration Agent, at the rate of 

per cent ( % ) per annum, payable on 

.... 19. . . . and semi-annually thereafter on 1 and 1 in each year, from the 

interest payment date next preceding the date of this Bond (unless this Bond is dated on an interest pay- 
ment date, in which event it shall bear interest from the date hereof or unless this Bond is dated prior 

to the first interest payment date, in which event it shall bear interest from , 19. . . ) 

until the payment of such principal sum. Both principal of and interest on this Bond are payable in law- 
ful money of the United States of America and the principal hereof is payable at the office of the City 
Treasurer, Chicago, Illinois, or at holder's option, at the office of the Depositary in the City of Chicago, 
Illinois. Such principal shall also be payable at the principal office of the Fiscal Agent of the City of 
Chicago, in the Borough of Manhattan, the City of New York, New York. 

This Bond is one of an issue of City of Chicago-O'Hare International Airport Revenue Bonds (here- 
inafter called the "Bonds") issued for the purpose of defraying the cost of improving said Airport. 

All of the Bonds (of which this Bond is one) are issued and to be issued pursuant to the provisions of 
Sections 22-3 through 22-12 of Article 22 of Chapter 24, of the Illinois Revised Statutes, 1957, as 

amended (hereinafter called the "Act"), and pursuant to an Ordinance of the City adopted 

. . ., 19. . . ., authorizing the issuance of the Bonds (hereinafter called the "Ordinance"). A copy of the 
Ordinance is on file at the office of the City Clerk of the City, and reference is hereby made to the Ordi- 
nance and any and all amendments or supplements thereof and to the Act for a description of the terms 

10 



on which the Bonds are issued and to be issued, the provisions with regard to the creation of accounts 
and payments thereto and to the nature and extent of the Revenues of said Airport, as such terms 
are defined in the Ordinance, and of the rights of the holders and registered owners of the Bonds and 
of the bearers of the appurtenant coupons; and all the terms of the Ordinance are hereby incorporated 
herein and constitute a contract between the City and the registered owner of this Bond and to all the 
provisions thereof the registered owner hereof, by his acceptance of this Bond, hereby consents and agrees. 

This Bond, together with all other Bonds issued under the Ordinance and as and to the extent set 
forth in the Ordinance, is payable solely from the Net Revenues derived from the operation of said 
Airport and for any service rendered in the operation thereof, as set forth in the Ordinance, and is 
secured by a charge and lien on the Net Revenues (as such term is defined in the Ordinance) of said 
Airport provided for in the Ordinance and as and to the extent set forth in the Ordinance, all such Net 
Revenues and funds are exclusively and irrevocably pledged to and constitute a trust fund in accordance 
with the terms hereof and the provisions of the Ordinance, and in accordance with the provisions of the 
Act, for the security and payment or redemption of, and for the security and payment of interest on, this 
Bond and all other Bonds issued under the Ordinance. 

The rights and obligations of the City and of the holders and registered owners of the Bonds may be 
modified or amended at any time in the manner, to the extent, and upon the terms provided in the 
Ordinance, provided that no such modification or amendment shall extend the maturity of or reduce the 
interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest or 
redemption premiums at the time and place and at the rate and in the currency provided therein of any 
Bond without the express consent of the holder or registered owner of such Bond, nor permit the creation 
by the City of any pledge or lien on said Airport, or upon the Revenues therefrom, nor reduce the percent- 
ages of Bonds required for the affirmative vote or written consent to an amendment or modification; all 
as more fully set forth in the Ordinance. 

The Bonds of this Series are redeemable at the option of the City in whole or in part from time to 
time through use of Revenues as in the Ordinance provided on any interest payment date on or after 

, . ., 19. . ., on thirty days' notice at the applicable redemption price set forth in the 

following schedule, together with the interest accrued to the date fixed for redemption: 

Redemption Price 

( Percentage of 
Principal Amount) 



Moneys in the Sinking Fund Account may also be used for the purchase of Bonds in the open market 
or by tender as provided in the Ordinance. 

The Bonds of this Series are also redeemable at the option of the City as a whole from any funds 

other than Revenues on thirty days' notice on any date on or after , 19. . ., at the 

applicable redemption price set forth in the following schedule, together with the interest accrued to the 
date fixed for redemption : 

Redemption Price 

(Percentage of 
Principal Amount) 



Subject to the provisions for registration and transfer contained herein and in the Ordinance, this 
Bond shall have all of the qualities of a negotiable instrument under the Law Merchant and the Nego- 
tiable Instrument Law of the State of Illinois, and shall be transferable by the registered owner at the 
principal office of the Registration Agent in the City of Chicago, Illinois, upon surrender and cancellation 
of this Bond, and thereupon a new Registered Bond of the same series without coupons of the same prin- 
cipal amount and interest rate and of the same maturity will be issued to the transferee as provided in 
the Ordinance and upon payment of the transfer charges therein prescribed. The City, each Paying 
Agent, the Fiscal Agent, the Registration Agent and any other person may treat the person in whose 
name this Bond is registered as the absolute owner hereof for the purpose of receiving payment hereof 
and for all other purposes and shall not be affected by any notice to the contrary, whether this Bond be 
overdue or not. 

The Bonds of the series of which this Bond is a part are issuable as Coupon Bonds, registrable as to 
principal only, in the denomination of $1,000, and as Registered Bonds without coupons in the denomina- 
tion of $25,000 or more. The Coupon Bonds and the Registered Bonds without coupons are interchange- 
able for Bonds of the same interest rate and series upon presentation thereof for such purpose by the 
holder or registered owner at the principal office of the Registration Agent in the City of Chicago, 
Illinois. Any reasonable expense in connection with the registration, transfer, or exchange of or to Reg- 
istered Bonds or Coupon Bonds as defined herein shall be paid by the Bondholder. 

The City covenants and agrees that so long as any of the Bonds remain outstanding it will establish 
and collect rents, fees, rates or other charges for the use of said Airport and for any service rendered in 
the operation thereof to yield Revenues sufficient for the service of the Bonds, including payments into 
all revenue accounts created and provided for by the Ordinance, and for certain expenses, including the 
reasonable cost of operation and maintenance of said Airport, all as more fully set forth and subject to 
the further terms and conditions contained in the Ordinance. 

It is hereby certified, recited and declared that all acts, conditions and things required to exist, 
happen and be performed, precedent to and in the issuance of this Bond, exist, have happened and have 
been performed in due time, form and manner as required by the Constitution and Statutes of the State 
of Illinois. Neither this Bond nor the payment of the principal of this Bond nor any part thereof, nor 
any interest thereon constitutes a debt of the City within any Constitutional or Statutory limitation and 
the taxing power of the City shall not be exercised in the payment of either principal or interest of this 
Bond. 

No officer of the City shall be individually or personally liable for the payment of this Bond or the 
interest hereon, but only for the performance of his official duties as required by law. 

IN WITNESS WHEREOF, the City of Chicago by its City Council has caused this Bond to be 
signed by its Mayor, attested by its City Clerk, sealed with its corporate seal and countersigned by 
its Comptroller as of the .... day of , 19. . . 



Mayor 



ATTESTED: COUNTERSIGNED: 



City Clerk City Comptroller 



NOTICE: No writing below except by the Registration Agent. 
This Bond is issued in lieu of or in exchange for Coupon Bond(s) of this series, interest rate and 
maturity, numbered 



in the denomination of $1,000. 

(Form of Assignment) 

For value received hereby 

sell, assign and transfer unto 

the within mentioned Bond and hereby irrevocably 

constitute and appoint , Attorney, to transfer the same 

on the books of the Registration Agent with full power of substitution in the premises. 



Dated: 

Witness : 

NOTE: The signature of this Assignment must corre- 
spond with the name as written on the face of the 
within Bond in every particular, without alteration or 
enlargement or any change whatsoever. 

Section 2.05. Date of Registered Bonds. Registered Bonds shall be dated as of the date of issue, 
except that Registered Bonds, issued upon exchanges and transfers of Registered Bonds and upon 
exchanges of Coupon Bonds for Registered Bonds shall be dated so that no gain or loss of interest shall 
result from such exchange or transfer. Each Registered Bond shall bear interest from the interest payment 
date next preceding the date thereof unless it is dated as of an interest payment date, in which event 
it shall bear interest from the date thereof, or unless it is dated prior to the first interest payment date, 
in which event it shall bear interest from the date of the Coupon Bonds of the same Series. 

Section 2.06. Delivery of Bonds — Matured Coupons. Before delivering any Coupon Bond all 
coupons thereon then matured shall be cut off and cancelled, except that Coupon Bonds issued for 
exchange purposes shall bear such coupons as may be necessary in order that no gain or loss of interest 
shall result from any exchange of a Registered or temporary Bond for a Coupon Bond, or from any 
exchange of a Coupon Bond bearing or accompanied by coupons which at the time of exchange are 
matured and unpaid, and for the payment of which no provision shall have been made as herein provided. 

Section 2.07. Negotiability. All the Bonds and coupons issued pursuant to this Ordinance, subject 
to the provisions for registration and transfer herein and in the Bonds contained, shall be negotiable 
instruments and shall have all the qualities of negotiable instruments under the Law Merchant and the 
Negotiable Instrument Law of the State of Illinois. The Coupon Bonds, except while registered as to 
principal otherwise than to bearer, shall pass by delivery. The registration of any Coupon Bond as to 
principal only shall not affect the negotiability of its coupons, which shall remain payable to bearer, and 
pass by delivery, whether or not the Bond to which any coupon appertains is registered. The City, each 
Paying Agent, the Fiscal Agent of the City, the Registration Agent and any other person may treat the 
bearer (or if such Bond be registered, the registered owner) of any Coupon Bond, the registered owner 
of any Registered Bond, the bearer of any Coupon Bond registered to bearer, and the bearer of any 
coupon whether or not the Bond to which said coupon appertains is registered as to principal, as the 
absolute owner of such Bond, or coupon, as the case may be, for the purpose of receiving payment 

13 



thereof and for all other purposes, and neither the City nor any Paying Agent nor the Fiscal Agent nor 
the Registration Agent shall be affected by any notice or knowledge to the contrary, whether such Bond 
or coupon shall be overdue or not. All payments of or on account of interest to any bearer of any coupon, 
or to any registered owner of any Registered Bond (or to his registered assigns), and all payments of or 
on account of principal to any bearer (or if such Bond be registered, the registered owner, or to any 
bearer of any Bond registered to bearer) of any Coupon Bond, or to any registered owner of any Regis- 
tered Bond, shall be valid and effectual and shall be a discharge of the City, of the Paying Agent and 
of the Fiscal Agent, in respect of the liability upon the Bond or coupon or claim for interest, as the 
same may be, to the extent of the sum or sums so paid. 

Section 2.08. Registration. The City will cause to be kept at the principal office of the Registration 
Agent referred to in Section 8.02 in Chicago, Illinois, at all times while any of the Bonds containing 
provisions for registration and transfer shall be outstanding and unpaid, books for the registration and 
transfer of such Bonds. Upon presentation at such office for such purpose by any bearer of any Coupon 
Bond containing provisions for registration as to principal only, the City will, under such reasonable regu- 
lations as (with the approval of the Registration Agent) it may prescribe from time to time, register, or 
cause to be registered therein in the name of the bearer or his nominee, the ownership, as to principal only, 
of any such presented Coupon Bonds, such registration being noted on the Bonds. After such registration 
and notation, no transfer of any such Coupon Bond registered otherwise than as to bearer shall be valid 
unless evidenced by a written instrument of transfer, in form satisfactory to the Registration Agent, duly 
executed by the registered owner in person or by his duly authorized agent; but any such Coupon Bond so 
registered may be discharged from registration, and transferability by delivery be restored, by a like transfer 
to bearer similarly registered and noted, and after such transfer to bearer such Bond shall be a bearer 
bond. Any Coupon Bond containing provisions for registration may be registered as to principal only, or 
be transferred to bearer without cost to the Bondholder. 

Section 2.09. Transfer of Registered Bonds. Any Registered Bond containing provisions for transfer 
may be transferred pursuant to its provisions at the principal office of the Registration Agent in Chicago, 
Illinois, by surrender of such Bond for cancellation, accompanied by a written instrument of transfer, in 
form satisfactory to the Registration Agent, duly executed by the registered owner in person or by his 
duly authorized agent, and thereupon the City will issue, or cause to be issued, and delivered in the City 
of Chicago, in the name of the transferee or transferees, a new Registered Bond of the same series or 
issue, interest rate, principal amount and maturity, dated so that there shall result no gain or loss of 
interest as a result of such transfer. Registered Bonds without coupons may be issued in the denomina- 
tion of $25,000 or more. To the extent of denominations authorized in respect of any such Bond by the 
terms thereof or by the terms of this Ordinance or of any supplemental ordinance, one such Registered 
Bond may be transferred for several such Registered Bonds of the same series or issue, interest rate and 
maturity, and for a like aggregate principal amount, and several such Registered Bonds may be transferred 
for one or several such Registered Bonds, respectively, of the same series or issue, interest rate, maturity, 
and for a like aggregate principal amount. Any reasonable expense in connection with the registration, 
transfer, or exchange of or to Registered Bonds as defined herein shall be paid by the Bondholder. 

Section 2.10. Exchange of Bonds. The bearer of Coupon Bonds which at the time are not 
registered and the registered owner of Registered Bonds or Coupon Bonds registered as to principal in 
the aggregate amount of $25,000 or more may at any time, provided such Bonds shall not have been 
called for redemption, surrender the same for cancellation at the principal office of the Registration Agent, 
with all unmatured coupons attached, and in the case of Registered Bonds, or Coupon Bonds registered 
as to principal with instruments of transfer satisfactory to the Registration Agent, and shall be entided 
to receive in exchange therefor an equal aggregate principal amount of Bonds of the same interest rate 
and maturity, of any one or more of the forms, of the series or issue of which they are a part, and the 
City will execute and deliver in the City of Chicago, the Bonds necessary to make such exchange. 

Upon the issue of any Registered Bond, serial numbers covering the Coupon Bonds of the same 
series or issue, interest rate and maturity and of an equal aggregate principal amount shall be reserved. 



The serial numbers so reserved shall be endorsed on such Registered Bond, which may also bear such an 
endorsement or legend satisfactory to the Registration Agent as may be required to conform to usage or 
law with respect thereto. 

Whenever Registered Bonds with proper instruments of transfer, shall be surrendered to the Regis- 
tration Agent for exchange for Coupon Bonds of the same series or issue, of like interest rate and matu- 
rity, the City will execute and deliver in the City of Chicago in exchange, a like principal amount of 
Coupon Bonds of the same series or issue, interest rate and maturity, in bearer form, of the serial number 
or numbers so reserved upon the issue of the Registered Bond or Bonds so surrendered, bearing coupons 
so that no gain or loss of interest shall result from such exchange. Any reasonable expense in connection 
with the registration, transfer, or exchange of or to Registered Bonds as defined herein shall be paid by 
the Bondholder. 

Anything herein to the contrary notwithstanding, the City will, without any charge to the holder of 
any Registered Bond without coupons initially issued hereunder, upon written request of any such Bond- 
holder, deliver in exchange for any such Registered Bond other Registered Bonds without coupons of 
authorized denominations, or coupon Bonds with appropriate coupons attached, in an equal aggregate 
principal amount and of the same series or issue, interest rate and maturity. 

Section 2.11. Cancellation of Transferred or Exchanged Bonds and Status of New Bonds. In 
every case of an exchange of Bonds, and of a transfer of any Registered Bond, the surrendered Bonds and 
coupons, if any, shall be cancelled by the Registration Agent and surrendered to the City. As a condition 
of any such exchange (but not for any exchange of temporary Bonds for other temporary Bonds or for 
definitive Bonds) or of any registration or transfer, the City shall require the payment of a sum sufficient 
to reimburse it for any stamp tax or other governmental charge that may be imposed thereon. All Bonds 
executed and delivered in exchange for or upon transfer of Bonds so surrendered shall be valid obligations 
of the City, evidencing the same obligation as the Bonds surrendered, and shall be entitled to all the benefits 
and protection of this Ordinance to the same extent as the Bonds in exchange for or upon transfer of 
which they were executed and delivered. 

Section 2.12. Place of Payment and Notice. The Bonds and coupons may be presented for pay- 
ment at the principal office of the Depositary in the City of Chicago or at such other place or places, if 
any, as may be specified in the respective Bonds and coupons. All notices, requests or demands addressed 
to the City in respect to this Ordinance and of the Bonds and coupons shall be served or made at the office 
of the City Clerk in the City of Chicago, Illinois. 

Section 2.13. Bonds Mutilated, Lost or Destroyed. In case any Bond shall become mutilated in 
respect of the body of such Bond or the coupons, if any, appertaining thereto, or shall be believed by the 
City to have been destroyed, stolen or lost, upon proof of ownership satisfactory to the City and upon 
surrender of such mutilated Bond with its coupons, if any, at the office of the City Comptroller, or at 
any other office or agency of the City maintained for such purpose, or upon the receipt of evidence 
satisfactory to the City of such destruction, theft or loss, and upon receipt also of indemnity satisfactory 
to the City, and upon payment of all expenses incurred by the City for any investigation relating thereto, 
and for each new Bond issued under this Section, the City shall execute and deliver in the City of 
Chicago, a new Bond or Bonds of the same interest rate and maturity of the same series or issue, and for 
the same aggregate principal amount with the coupons, if any, appertaining thereto, of like tenor and 
date, bearing the same number or numbers or different numbers, with such notations as the City shall 
determine, in exchange and substitution for and upon cancellation of the mutilated Bond and its coupons, 
if any, or in lieu of and in substitution for the Bond and its coupons, if any, so lost, stolen or destroyed. 
The City shall notify the Depositary in writing of any such exchange or substitution prior to delivery 
thereof. 

If any such destroyed, stolen or lost Bond shall have matured, payment of the amount due thereon 
may be made by the City on receipt of like proof, indemnity and payment of expenses. 

Any duplicate Bonds or coupons issued pursuant to this Section 2.13 shall be entitled to equal and 
proportionate benefits with all other Bonds issued hereunder. The City shall not be required to treat 
both the original Bond and any duplicate Bond as being outstanding for the purpose of determining the 

15 



principal amount of Bonds which may be issued hereunder or for the purpose of determining any per- 
centage of Bonds outstanding hereunder, but both the original and duplicate Bonds shall be treated as 
one and the same. 

Section 2.14. Temporary Bonds. Until definitive Bonds shall be prepared the City may cause to 
be executed and delivered, in lieu of such definitive Bonds and subject to the same provisions, limitations 
and conditions as are applicable in the case of definitive Bonds, except that they may be in any denom- 
inations authorized by the City and shall be registrable as to principal and (except to the extent that 
interest thereon may be represented by coupons) interest and may be discharged from registration in the 
same manner and subject to the same provisions (except to the extent that such temporary Bonds are 
registrable as to both principal and interest) herein contained applicable to definitive Coupon Bonds, 
one or more temporary printed, lithographed or engraved Bonds in bearer form, without coupons, or 
with one or more coupons as may be authorized by the City, substantially of the same tenor and, until 
exchanged for definitive Bonds, entitled and subject to the same benefits and provisions of this Ordinance 
as definitive Bonds of the same series, interest rate and maturity issued hereunder. Temporary Bonds 
shall be exchangeable only for definitive Bonds of the same series or issue, maturity and bearing the same 
rate of interest. Temporary Bonds shall be exchangeable from time to time at the office of the City 
Comptroller, without expense to the holder, for definitive Bonds of like aggregate principal amount, when 
prepared, of the same series, interest rate and maturity as the case may be and of the denominations 
authorized. All temporary Bonds so surrendered shall be cancelled by the City. Without unnecessary delay 
the City will execute and will furnish such definitive Bonds, to be exchanged in the City of Chicago for said 
temporary Bonds upon surrender thereof to the City. The definitive Bonds shall be lithographed or 
engraved, in whole or in part, except that the text and reverse of the Bonds and coupons may be printed 
or reproduced from type composition. 

In connection with any exchange of temporary for definitive Bonds hereunder, the City may also make 
appropriate arrangements with the Depositary and the Fiscal Agent so that any holder may at his option 
deliver Bonds for exchange and receive, free of expense to such holder, Bonds on any such exchange at 
the office of the Depositary or Fiscal Agent, acting as agent for such holder. 

Section 2.15. Additional Bonds for Completion. If sufficient funds are not available from the 
proceeds derived from the Bonds authorized by Section 2.02 to pay the cost of completing the Improve- 
ments, other than the construction of hangars, according to the plans and specifications now on file in the 
office of the City Clerk, additional Bonds may be issued at any time and from time to time to pay the cost 
of completing such Improvements. Such additional Bonds shall be secured by this Ordinance and shall 
rank on a parity with the Bonds then outstanding and issued under Section 2.02. Such additional Bonds 
shall be designated "Chicago-O'Hare International Airport Revenue Bonds", with such appropriate and 
particular designation added to such title as the City Council may determine, and they shall be dated and 
bear such interest rate or rates (payable on January 1 and July 1 of each year) as may be determined by 
the City Council, and shall mature on January 1, 1999, and shall be subject to the same right of prior 
redemption as provided in Section 2.02, except as to redemption premium. Such additional Bonds shall be 
authorized by Supplemental Ordinance to be adopted by the City Council. Prior to final action by the 
City Council on such Supplemental Ordinance, the City shall hold at least one public hearing on the 
necessity and desirability of the issuance of such additional Bonds. Notice of this hearing shall be given by 
publication, at least one week prior to the time of hearing, in a newspaper having a general circulation in 
the City of Chicago, Illinois. Such Supplemental Ordinance shall prescribe the additional amounts to be 
allocated and credited to the Sinking Fund Account, in compliance with Section 5.03(2) Third (provided 
allocations to the Sinking Fund Account shall not commence earlier than the allocation provided for Bonds 
issued under Section 2.02), and the additional amounts to be allocated and credited to the Debt Service 
Reserve Account and Reserve Maintenance Account, and shall direct the issue and execution of the 
additional Bonds authorized thereby, but before delivery of such Bonds to any purchaser there shall be 
filed with the Depositary and Comptroller of the City, the following: 

(a) A copy, certified by the Clerk of the City Council, of the Supplemental Ordinance of the 
City Council fixing the date, interest rate or rates the Bonds are to bear, the numbers thereof, the 

16 



purpose of the issue, prescribing the additional amounts to be allocated and credited to the Debt 
Service Reserve Account, Sinking Fund Account, and Reserve Maintenance Account, the principal 
amount of the Bonds, and directing their execution. 

(b) A certificate signed by the Consulting Engineer showing: 

(i) The amount expended for the Improvements, other than hangars, to date of such 
certificate, and the amount of money in the Construction Fund credited to the General 
Construction Account then available for the construction of such Improvements; 

(ii) The amount of additional funds necessary to complete the construction of such Im- 
provements, other than hangars, and stating in the opinion of the signers the moneys in the 
Construction Fund credited to the General Construction Account are not sufficient to pay the 
cost of completing such Improvements and that the issuance of Bonds in the stated principal 
amount provided in such Supplemental Ordinance is necessary to provide funds for the comple- 
tion of such Improvements, and that the proceeds of such Bonds will be sufficient to pay the 
balance of the cost of such Improvements; 

(iii) The estimated completion date of such Improvements, other than hangars. 

(c) An opinion of Bond Counsel and the Corporation Counsel of the City stating that the signers 
are of the opinion that the issuance of such additional Bonds and the adoption of such Supplemental 
Ordinance have been duly authorized and that all conditions precedent to the delivery of such Bonds 
have been fulfilled. 

When the above referred to documents shall have been filed with the Depositary and the Comptroller, 
and when the Bonds described in the Supplemental Ordinance, mentioned in clause (a) above of this 
Section, shall have been executed and sold, said Bonds shall be delivered to the purchasers upon payment 
of the purchase price therefor. 

The proceeds of the sale of all such Bonds issued under the provisions of this Section 2.15, shall 
be credited to the respective accounts and in the manner provided in Article III. 

Section 2.16. Additional Bonds for Further Improvements and Extensions. In addition to the 
foregoing provisions of Section 2.15, additional Bonds may be issued under and secured by this Ordinance 
at any time or from time to time ranking on a parity with the Bonds then outstanding and issued under 
this Ordinance for the purpose of constructing additional improvements and extensions to the Airport and 
shall be authorized by a Supplemental Ordinance to be adopted by the City Council, which shall prescribe 
the additional amounts to be allocated and credited to the Sinking Fund Account, Debt Service Reserve 
Account and Reserve Maintenance Account, and which shall direct their issue and execution whenever the 
following conditions are met: 

(a) The amounts required to be credited to the date of the adoption of the Supplemental Ordi- 
nance authorizing such additional Bonds to the Interest Account, Debt Service Reserve Account, 
Sinking Fund Account, Reserve Maintenance Account, and Emergency Reserve Account, must have 
been credited to said accounts. 

(b) Such additional Bonds must be due and payable not earlier than the maturity date of any 
of the then outstanding Bonds authorized pursuant to this Ordinance. 

(c) If at the time any Bonds issued pursuant to Section 2.02 or Section 2.15 are outstanding, 
in whole or in part, the Net Revenues of the Airport, from all existing facilities and those proposed 
to be financed by such additional Bonds, as estimated by the Airport Consultant on the assumption 
that such Bonds issued pursuant to Section 2.02 or Section 2.15 will remain outstanding in whole or 
in part until maturity date thereof, for each fiscal year (commencing with the first full fiscal year 
next following the date of completion, as estimated by the Consulting Engineer, of the additional 
improvements and extensions for the purpose of which such additional Bonds are to be issued, and 
ending not earlier than the last full fiscal year next preceding maturity date of such Bonds issued 
pursuant to Section 2.02 or Section 2.15), shall be not less than (i) one and twenty-five hundredths 
times the sum of Principal and Interest Requirements for each such fiscal year of all Bonds then 

17 



outstanding and of all such additional Bonds proposed to be issued, plus (ii) amounts which may be 
required to be deposited in such year in the Reserve Maintenance Account and the Emergency 
Reserve Account. 

(d) If at the time any Bonds issued pursuant to Section 2.02 or Section 2.15 are outstanding, in 
whole or in part, leases in effect on the date of the adoption of such Supplemental Ordinance, between 
the City and air transportation companies, shall, on the assumption that such Bonds issued pursuant to 
Section 2.02 or Section 2.15 will remain outstanding, in whole or in part, until maturity date thereof, 
provide for the payment by such air transportation companies to the City, for the lease of space and 
facilities (including, without limitation, passenger ramp areas) at the Airport, of fixed rentals aggregat- 
ing for each fiscal year (commencing with the first full fiscal year next following the date of completion 
referred to in the immediately preceding paragraph (c) and ending not earlier than the last full fiscal 
year next preceding the maturity date of such Bonds issued pursuant to Section 2.02 or Section 2.15), 
not less than one and ten-hundredths times the sum of Principal and Interest Requirements for each 
such fiscal year of all Bonds then outstanding and of all such additional Bonds proposed to be issued. 
Such additional Bonds shall be designated "Chicago-O'Hare International Airport Revenue Bonds" 
with such further appropriate and particular designation added to such title, shall be dated, bear such 
interest rate or rates, payable January 1 and July 1 of each year, shall mature on January 1, and may 
or may not be subject to redemption prior to maturity, and shall be subject to such additional covenants 
and restrictions with respect to such Bonds (not inconsistent with the covenants and restrictions appli- 
cable to any other outstanding Bonds) as may be provided by the Supplemental Ordinance authorizing 
their issue. Before delivery of such Bonds to any purchaser there shall be filed with the Depositary and 
the Comptroller of the City, the following: 

A. A copy, certified by the Clerk of the City Council of the Supplemental Ordinance of the City 
Council fixing the date, interest rate or rates the Bonds are to bear, the numbers thereof, the purpose of 
the issue, maturity, prescribing the additional amounts to be allocated and credited to the Debt Service 
Reserve Account, Sinking Fund Account, and Reserve Maintenance Account, the principal amount of 
the Bonds, and directing their execution. 

B. A certificate signed by the Consulting Engineer showing: 

(i) The estimated cost of the additional improvements and extensions described in the Supple- 
mental Ordinance authorizing the issuance of additional Bonds and that the proceeds of such 
Bonds will be sufficient to pay such estimated cost. 

(ii) The date on which in their opinion such proposed work will be completed. 

C. A certificate signed by the Airport Consultant setting forth the estimated Net Revenues as 
required by subparagraph (c) of this Section, and that leases, in effect on the date of the adoption of 
such Supplemental Ordinance, comply with the provisions of subparagraph (d) of this Section, or if 
subparagraphs (c) and (d) are not applicable, a certificate signed by the Airport Consultant to that effect. 

D. A certificate of an independent public accountant setting forth: 

That all amounts required to be credited to the Interest Account, Debt Service Reserve 
Account, Sinking Fund Account, Reserve Maintenance Account, and Emergency Reserve 
Account, up to the date of the adoption of the Supplemental Ordinance authorizing such 
additional Bonds have been properly credited to said accounts. 

E. An opinion of Bond Counsel and the Corporation Counsel of the City stating that the signers are 
of the opinion that the issuance of such additional Bonds and the adoption of said Supplemental Ordinance 
have been duly authorized, and that all conditions precedent to the delivery of said Bonds have been 
fulfilled. 

For the purpose of making the computations and estimates hereinabove provided for, the term 
"Principal and Interest Requirements for each such fiscal year" shall mean the following amounts, com- 
puted as nearly as practicable in accordance with standard amortization tables of equal annual payments 
to discharge a debt with interest, without regard to redemption premium: 

18 



(i) In the case of Bonds issued pursuant to Section 2.02, the amount which is required in each 
fiscal year to provide over a period of thirty-four fiscal years for the payment, when due, 
of the interest on such Bonds and for the retirement of all such Bonds by the end of such 
period; 
(ii) In the case of any Bonds issued pursuant to Section 2.15, the amount which is required in 
each fiscal year to provide over a period of the lesser of thirty-four fiscal years or the number 
of full fiscal years between the date of delivery of such additional Bonds and the maturity 
thereof, for the payment, when due, of the interest on such Bonds and for the retirement of 
all such Bonds by the end of such period; and 
(iii) In the case of any Bonds issued or to be issued pursuant to this Section 2.16 for the purpose 
of constructing additional improvements and extensions, the amount which is required in 
each fiscal year to provide over a period commencing with the first full fiscal year beginning 
after the date, as estimated by the Consulting Engineer, of the completion of such additional 
improvements and extensions and ending with the last full fiscal year next preceding the 
maturity date of such Bonds, the payment of the interest, when due, on such Bonds and for 
the retirement of all such Bonds by their maturity. 

When the above referred to documents shall have been filed with the Depositary and the City Comp- 
troller, and when the Bonds described in the Supplemental Ordinance, mentioned in clause (A) above of 
this Section, shall have been executed and sold, said Bonds shall be delivered to the purchasers upon 
payment of the purchase price therefor. 

The proceeds of the sale of all such Bonds issued under the provisions of this Section 2.16 shall be 
credited in the manner provided in the Supplemental Ordinance authorizing such Bonds. 

ARTICLE III 

Custody and Application of Proceeds or Bonds 
Section 3.01. Disposition of Proceeds of Bonds. All proceeds received by the City upon the sale 
of Bonds issued pursuant to the provisions of Section 2.02 shall be deposited with the Depositary in trust 
and credited to a separate fund to be known as "Chicago-O'Hare International Airport Construction 
Fund." The moneys in the Construction Fund pending their application as provided in this Ordinance 
shall be subject to a lien and charge in favor of the holders of the Bonds issued and outstanding under this 
Ordinance and for the further security of such holders until paid out or transferred as herein provided and 
shall be accounted for as follows: 

(a) There shall first be set aside in the Construction Fund in a separate account to be designated 
"Interest During Construction Account" such amount of the proceeds derived from the sale of said 
Bonds under Section 2.02 as will be sufficient to pay the interest which will accrue and become pay- 
able on such Bonds up to and including January 1, 1962, and the amount so set aside shall be 
used to pay such interest. 

(b) The balance of the proceeds shall be set aside and accounted for in two separate accounts, to 
be known and designated respectively as "Hangar Construction Account" and "General Construction 
Account". There shall be deposited in the Hangar Construction Account an amount equal to the 
total estimated construction cost of all hangars on hangar sites, as shown by the plans, specifications 
and estimate of cost now on file in the office of the City Clerk. The term "hangar on a hangar site" 
as used in this Ordinance includes hangar buildings, aprons, facilities and fixtures on such site, and 
connections not on such site with any taxiway, roadway, water line, sewer line, drainage ditch and 
utility line serving such site. The remaining proceeds shall be deposited in the General Construction 
Account. The Improvements, excluding the hangars on hangar sites, as shown by such plans and 
specifications, are sometimes referred to in this Section 3.01 as the "General Facilities". 

Funds credited as aforesaid to the Hangar Construction Account shall be held and used solely for the 
construction of hangars on hangar sites, according to such plans and specifications, and any modifications 



or alterations thereof; provided, however, that such funds shall not be used for the construction of a hangar 
on any one hangar site in excess of the proportion of such funds that the estimated construction cost of 
such hangar, as shown by such plans and specifications and estimates of cost now on file in the office of 
the City Clerk, bears to the total estimated construction cost of all hangars on hangar sites, as shown by 
such plans, specifications and estimates of cost; and further provided that the full amount of funds 
to the credit of the Hangar Construction Account, as aforesaid, available under the foregoing provisions 
for the construction of a hangar on any one hangar site, shall be transferred from the Hangar Con- 
struction Account to the General Construction Account if at the end of a period of twenty-seven (27) 
months after the date of the sale of the Bonds authorized pursuant to Section 2.02, no contract shall 
have been let by the City for the construction of any such hangar; and further provided that any 
portion of such funds so to the credit of the Hangar Construction Account and available for the 
construction of a hangar on any one hangar site, which on the date of completion of such hangar 
(giving effect to any modifications or alterations of such plans and specifications), as certified by the 
Consulting Engineer, shall not have been used or obligated for the construction of such hangar, shall 
be transferred from the Hangar Construction Account to the General Construction Account. For the 
purposes of this Ordinance, any cargo building which, according to plans and specifications now on 
file in the office of the City Clerk, is to be constructed on a site leased or to be leased exclusively to a 
specified air transportation company, shall be considered to be a hangar and such site shall be considered 
to be a hangar site. 

Funds credited, as aforesaid, to the General Construction Account shall, except as hereinafter ex- 
pressly provided, be used solely for the purpose of constructing the General Facilities. 

After the General Facilities have been completed, as evidenced by the certificate of the Consulting 
Engineer, and if there be any balance remaining to the credit of the General Construction Account, such 
balance may, in the discretion of the City, in whole or in part, be deposited in the Sinking Fund Account 
or may remain to the credit of the General Construction Account available for use solely for the purpose 
of constructing additional improvements to the Airport recommended by the Consulting Engineer and 
approved by the Commissioner of Aviation and the City Council as being desirable for the purpose of 
meeting operational requirements in connection with the landing and take-off of aircraft at the Airport. 
Any such recommended additional improvements shall be constructed in accordance with plans and 
specifications approved by the Consulting Engineer and the Commissioner of Public Works of the City; 
provided, however, that any balance remaining to the credit of the General Construction Account on 
a date six months prior to the first date on which any Bonds shall be redeemable through the use of 
moneys in the Sinking Fund Account and for which no commitments shall have been made for the 
purpose of constructing such recommended additional improvements, shall be deposited in the Sink- 
ing Fund Account. 

All proceeds received by the City upon the sale of Bonds issued pursuant to the provisions of Section 
2.15 shall be applied by the City as follows: 

(a) If such Bonds shall be issued prior to January 1, 1962, the City Comptroller shall deposit 
with the Depositary in the Construction Fund for credit to the Interest During Construction 
Account an amount sufficient to pay the interest which will accrue and become payable on such 
Bonds up to and including January 1, 1962, and the amount so credited shall be used to pay such 
interest, and the balance of said proceeds shall be deposited with the Depositary in the Construc- 
tion Fund and credited to the General Construction Account. 

(b) If such Bonds shall be issued on or after January 1, 1962, there shall be deposited with 
the Depositary in the Construction Fund and set aside therein in the General Construction Account 
all proceeds from the sale of such Bonds, except any accrued interest received thereon, which 
accrued interest shall be deposited in the Interest Account. 

Proceeds credited pursuant to the provisions of this paragraph to the General Construction Account shall 
be used solely for the purpose of completing the construction of the General Facilities, and after the Gen- 
eral Facilities have been completed, as evidenced by the certificate of the Consulting Engineer, any balance 

20 



of such proceeds remaining to the credit of the General Construction Account shall be deposited in the 
Sinking Fund Account. 

Proceeds received by the City upon the sale of Bonds issued pursuant to the provisions of Section 2.16, 
shall be applied by the City in the manner and for the purposes provided in the Supplemental Ordinance 
authorizing such Bonds. 

For the purposes of this Ordinance the cost of improving and extending the Airport (including the 
Improvements referred to in Section 2.01) shall include all costs as defined herein and without intending 
to limit or restrict any such definition includes the following: 

(1) Obligations incurred for labor and to contractors, builders, and materialmen in connection 
with the construction of said improvements or any part thereof, and obligations incurred for ma- 
chinery and equipment. 

(2) Payment to owners and others for real property including payments for options, easements 
or other contractual rights. 

(3) All expenses incurred in the acquisition of real property, including all costs and expenses 
of whatever kind in connection with the exercise of the power of eminent domain, and including the 
cost of title searches and reports, abstracts of title, title certificates and opinions, title guarantees, 
title insurance policies, appraisals, negotiations and surveys. 

(4) The amount of any damages incident to or consequent upon the construction of the said 
improvements. 

(5) The cost of any indemnity, fidelity and surety bonds, the fees and expenses of the Depositary 
and the Paying Agents during construction, and premiums on insurance, if any, in connection with 
said improvements during construction, including builders' risk insurance. 

(6) The cost of engineering and architectural services which includes borings and other pre- 
liminary investigations to determine foundation or other conditions, expenses necessary or incident 
to the development of contract documents and supervising construction, as well as for the perform- 
ance of all other duties of engineers and architects set forth herein in relation to the construction of 
said improvements or the issuance of Bonds therefor. 

(7) The cost of preparing and issuing the Bonds, legal, engineering, title and printing expenses, 
and costs properly chargeable to said improvements prior to and during construction. 

(8) The cost of restoring, repairing and placing in its original condition, as nearly as practi- 
cable, all public or private property damaged or destroyed in the construction of said improvements 
and cost thereof, or the amount required to be paid by the City as adequate compensation for such 
damage or destruction, and all costs lawfully incurred or damages lawfully payable, with respect to 
the restoration, relocation, removal, reconstruction or duplication of property made necessary or 
caused by the construction of said improvements and cost thereof. 

(9) Any obligation or expense hereafter incurred by the City in connection with the construc- 
tion of said improvements and cost thereof. 

(10) All other items of cost and expense not elsewhere in this Section specified, incident to the 
construction of said improvements and acquiring same and the financing thereof including the pay- 
ment of interest on the Bonds during any construction period whenever there are no other funds 
available for that purpose. 

All transfers or disbursements from the Construction Fund shall be made by warrants on the City 
Treasurer signed by the Mayor and countersigned by the City Comptroller and except for the transfers 
and disbursements from the Interest During Construction Account, shall be accompanied by a statement 
signed by the Commissioner of Public Works, in respect of each payment, of the following: 

(a) Item number of the payment. 

(b) The name of the person, firm or corporation to whom the payment is due. 

(c) The amount to be paid and the Account to which the item is to be charged. 

21 



(d) That the obligations in stated amounts have been incurred by the City, and that each 
item thereof is a proper charge in reasonable amount against the Construction Fund and has not 
been paid. 

(e) That there has not been filed with or served upon the City any notice of any lien, right to 
lien, or attachment upon or claim affecting the right to receive payment of any of the moneys pay- 
able to any of the persons, firms or corporations named in such order which have not been released 
or will not be released simultaneously with the payment of such obligations, and in the event that any 
assignment of right to receive payment has been made and notice thereof has been given to the City 
and the City has accepted such assignment, the order directing payment shall recite that fact and 
direct the payment to be made to assignee thereof as shown by the records of the City. 

In respect to disbursements from the Construction Fund in the payment for work done in connection 
with the construction of any improvements, such written order on the Treasurer, signed by the Mayor and 
countersigned by the Comptroller shall in addition to the accompanying statement to be executed by the 
Commissioner of Public Works, be accompanied by a certificate signed by the Consulting Engineer certi- 
fying that the obligations in stated amounts have been incurred by the City, and that each item thereof is 
a proper charge in reasonable amount against the Construction Fund and has not been paid, and in so far 
as any such obligation was incurred for work, materials, equipment or supplies, such work was actually 
performed in the furtherance of the construction of the improvements or delivered at the site of the Air- 
port for that purpose, or delivered for storage or fabrication at a place or places approved by the Consult- 
ing Engineer and under the control of the City. 

Upon receipt of any such orders and accompanying certificates the Treasurer shall pay each such ob- 
ligation from this fund and the Depositary shall make disbursements in accordance with directions from 
the Treasurer. 

Section 3.02. Investments. The funds to the credit of the Construction Fund shall, as nearly as 
may be practicable, be continually invested and re-invested in direct obligations of the United States 
of America, which shall mature or which shall be subject to redemption by the holder thereof at the 
option of such holder not later than the respective dates as estimated by the City Comptroller and 
approved by the Consulting Engineer when such moneys will be required for the purposes intended. It 
shall be the duty of the City Comptroller to file with the Depositary from time to time the estimated 
dates when such funds will be required as approved by the Consulting Engineer and to direct the 
Depositary to make the investments through the Depositary or otherwise as herein provided of the 
moneys to the credit of the Construction Fund as provided by this Section. 

Obligations so purchased as investments shall be deemed at all times a part of the Construction Fund 
and interest accruing thereon and any profit realized from such investments shall be credited to the General 
Construction Account, and any loss resulting from the sale of such investments shall be charged to the 
General Construction Account. 

The City Comptroller shall sell at the best price obtainable or present for redemption any obligations 
so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or 
transfer from such Fund. 

ARTICLE IV 

Purchase and Redemption of Bonds 

Section 4.01. Purchase and Redemption. Bonds redeemable before maturity, as provided in this 
Ordinance or in any Supplemental Ordinance authorizing the issue of such Bonds, shall be subject to 
this Article. 

Moneys in the Sinking Fund Account shall be applied as rapidly as practicable to the retirement of 
Bonds, and the City Comptroller shall endeavor to purchase Bonds in the open market at the most advan- 
tageous price obtainable with reasonable diligence, such price not to exceed the call price of such Bonds 
on the next date for which a call price has been established. If Bonds cannot be purchased on such terms, 

22 



then the City Comptroller may advertise for tenders from the holders of any Bonds by notice published 
at least once in a financial newspaper in the City of New York and once in a daily newspaper of general 
circulation in the City of Chicago, Illinois, not less than fifteen days prior to the date set for receiving 
tenders. A copy of such notice shall be mailed to each of the Principal Underwriters and filed with the 
Depositary. No tenders shall be accepted at prices exceeding the call price of such Bonds on the next 
date for which a call price has been established; provided, however, if there is $50,000 or more in the 
Sinking Fund Account seventy days prior to any interest payment date on which such Bonds are redeem- 
able, such funds shall be used to call Bonds on the next redemption date so as to exhaust as nearly as 
possible all money in the Sinking Fund Account. 

The City Comptroller shall determine by lot, in any manner deemed by him to be fair, the serial 
numbers of the Coupon Bonds to be redeemed, drawing the same from the serial numbers of outstanding 
Coupon Bonds and the serial numbers then reserved against outstanding Registered Bonds and shall cer- 
tify to the Depositary the serial numbers so designated. 

When Bonds are redeemed or are acquired through purchase or tender as herein provided, the 
accrued interest due on such Bonds shall be paid from the Interest Account and the principal and pre- 
mium, if any, from the Sinking Fund Account and such Bonds shall be cancelled and not reissued. 

Section 4.02. Publication of Notice of Redemption. The City Comptroller shall cause notice of 
any intended redemption to be published in at least one daily newspaper printed in the English language 
and published, and of general circulation in Chicago, Illinois, and in at least one daily newspaper or a 
financial paper printed in the English language and published, and of general circulation in the Borough 
of Manhattan, the City of New York, State of New York (and if such Bonds are payable in one or 
more places as well as or in lieu of the Borough of Manhattan, the City of New York, in at least one daily 
newspaper printed in the English language and published, and of general circulation in each city in 
which the principal of any of the Bonds so to be redeemed is payable), once a week (on any 
business day of the week) for two successive calendar weeks (the first publication to be not less than thirty 
(30) days nor more than sixty (60) days prior to the redemption date), stating the redemption date and 
redemption price and designating the series and serial numbers of the Bonds to be redeemed by giving the 
individual numbers of each Bond or by stating that all Bonds with certain given numbers or letters have 
been called or that all Bonds between two stated numbers, both inclusive, have been called, for redemp- 
tion and requiring that such Bonds be then surrendered with, in the case of Coupon Bonds, all interest 
coupons maturing on or subsequent to the said redemption date at the office of the City Treasurer or, at 
the option of the respective holders thereof, at the office of the Depositary or, at the office of the Fiscal 
Agent in the Borough of Manhattan, the City of New York, State of New York, or, at the office of any 
Paying Agent where the principal of and interest on the Bonds of such series may be made payable for 
redemption at the said redemption price, giving notice also that further interest on such Bonds will not 
accrue after the designated redemption date. If any of the Coupon Bond serial numbers so drawn shall 
be the serial numbers of Coupon Bonds then reserved against outstanding Registered Bonds, publication of 
the numbers of such Coupon Bonds shall be sufficient notice to the holders of Registered Bonds affected. 

A similar notice shall also be mailed by the Registration Agent to the respective registered owners of 
any Bonds designated for redemption at least thirty (30) days but not more than sixty (60) days prior 
to the redemption date at their addresses appearing on the Bond registration books, which notice shall, in 
addition to setting forth the above information, set forth, in the case of each Registered Bond called only 
in part, the portion of the principal thereof which is to be redeemed; provided that such mailing shall not 
be a condition precedent to such redemption and failure to mail or to receive any such notice shall not 
affect the validity of the proceedings for the redemption of such Bonds. 

In case of the redemption as herein permitted of all of the Bonds then outstanding, notice of redemp- 
tion shall be given by publication and mailing in the same manner as for partial redemption of Bonds, 
except that the notice of redemption need not specify the serial numbers of the Bonds to be redeemed. 

23 



Section 4.03. Deposit of Redemption Funds and Payment of Bonds. At or prior to the redemp- 
tion date specified in each such notice the City shall make available to the Depositary a sum of money 
sufficient to redeem, at the premium payable as hereinbefore provided, the Bonds designated for redemp- 
tion (and the called part of any Registered Bond called only in part) and to pay the interest accrued 
thereon up to said redemption date, such moneys to be applied by the Depositary as Paying Agent and 
as trustee to the payment of such Bonds and the called part of any such Registered Bond and such accrued 
interest thereon upon presentation and surrender of such coupons, if any, and of such Bonds together 
with, in the case of Registered Bonds, duly executed instruments of transfer at the principal office of 
the Depositary or at such other place or places, if any, as may be specified in such Bonds and coupons. 
After the receipt by the Depositary of such deposit, if any be required, such Bonds so called and the called 
part of any Registered Bond called only in part, whether or not presented for redemption, shall cease to 
be entitled to any benefit under this Ordinance other than the right to receive payment of the redemption 
price; no interest will accrue thereon on or after the redemption date specified in such notice; claims for 
interest, if any, appertaining to such Bonds and the called part of any Registered Bond called only in part 
maturing after that date, shall be void; and, except as to the uncalled part of any Registered Bond called 
only in part, the holders of Bonds so called for redemption shall look, after such redemption date, for the 
payment of such Bonds and accrued interest and premium only to the funds held by the Depositary and 
allocated for that purpose, as hereinbefore provided, and the City shall be relieved of all liability in respect 
thereto; all provided that the funds allocated as aforesaid remain available therefor. All Bonds so redeemed 
shall forthwith be cancelled and delivered to the City Comptroller, and no Bonds shall be issued hereunder 
in place thereof, except that if less than the entire principal amount of any Registered Bond shall be so 
redeemed upon presentation of such Registered Bond so called in part and proper instruments of transfer 
at or after the time fixed for the payment of said Bonds so called for redemption, payment of the redemp- 
tion price of the part thereof so called shall be made upon surrender and cancellation of such Registered 
Bond so presented and one or more Bonds of the same series, interest rate and maturity in coupon or 
registered form for an aggregate principal amount equal to the uncalled and unpaid balance of the princi- 
pal amount of such Registered Bond will be issued by the City and shall be delivered in the City of Chicago 
or sent by registered mail by the Registration Agent to the owner of such Registered Bond without expense 
to such owner. 

All money so paid to the Paying Agent for the redemption of particular Bonds or the called part 
thereof shall be held by it in trust to be applied on or after the redemption date to the payment thereof. 

The City Comptroller shall make such suitable arrangements as he deems necessary or desirable to 
transfer or cause to be transferred funds to the Fiscal Agent and to any Paying Agent at whose office the 
Bonds so called for redemption may be presented and to arrange for the payment and cancellation of 
such Bonds. 

ARTICLE V 

Rents, Fees, Rates or Other Charges for Use of the Airport and for Service Rendered by 
the City in Operation Thereof; Receipt and Deposit of Revenues; Establishment of Air- 
port Revenue Fund and Accounts and Requirements Therefor. 

Section 5.01. Rents, Fees, Rates and Other Charges. The City covenants that prior to the issuance 
of the Chicago-O'Hare International Airport Revenue Bonds authorized by this Ordinance, it will fix and 
place in effect rents, fees, rates and other charges for the use of the Airport including any services ren- 
dered by the City in the operation thereof, and an initial schedule of fees, rates and other charges that 
from time to time will be adjusted, in order that the Revenues of the Airport will be sufficient at all 
times to meet the following under the provisions of this Article: (a) to provide funds for the payment of 
the cost of operation and maintenance; (b) to provide for making required deposits to the credit of the 
Interest Account; (c) to provide for making required deposits to the credit of the Debt Service Reserve 
Account; (d) to provide for making required deposits to the credit of the Sinking Fund Account; (e) 
to provide for making required deposits to the credit of the Reserve Maintenance Account; and (f) 
to provide for making required deposits to the credit of the Emergency Reserve Account. Provided, 

24 



however, that so long as any Bonds issued pursuant to Section 2.02 or Section 2.15 shall be outstanding, 
such schedule shall in each fiscal year, commencing with the fiscal year beginning January 1, 1962, 
be sufficient to produce together with rents and other available Revenues, Net Revenues of not less 
than (i) one and twenty- five hundredths times the sum of the Principal and Interest Requirements for 
each such fiscal year, as defined in Section 2.16, of Bonds then outstanding, issued pursuant to Section 
2.02, Section 2.15 or Section 2.16 plus (ii) amounts which may be required to be deposited in such year in 
the Reserve Maintenance Account and the Emergency Reserve Account and premiums paid on July 1 of 
such fiscal year and January 1 of the succeeding fiscal year on the redemption of such Bonds and pre- 
miums paid on such Bonds purchased during such fiscal year in the open market or by tender. 

City further covenants, that, so long as any Bonds are outstanding, it will not amend any lease or 
Airport Use Agreement relating to the Airport, entered into by it and which became effective immediately 
upon the issuance of Bonds pursuant to Section 2.02, so as to reduce the amount of fixed rentals, or the 
Revenues which would otherwise be received from the application of the Flight Fee formula, or the 
Flight Fee deficiency formula, below those provided under any such lease or agreement. 

A deposit to the credit of the Sinking Fund Account in any fiscal year of an amount in excess of 
the amount provided for in paragraph Third, Section 5.03 (2) for such fiscal year shall not reduce 
the Minimum Sinking Fund Payment for any subsequent fiscal year or years; but any deficiency in 
the amounts deposited to the credit of the Sinking Fund Account and the Reserve Maintenance Account 
in any fiscal year shall, as promptly as may be practicable, be added to the amounts required for the 
remaining fiscal years. 

Section 5.02. Receipt and Deposit of Revenues — Chicago-O'Hare International Airport Revenue 
Fund. The City covenants and agrees that all Revenues as and when received will be received and 
held by the City in trust hereunder and accounted for through a special fund to be designated the 
"Chicago-O'Hare International Airport Revenue Fund" (sometimes referred to as "Revenue Fund") 
which is hereby created. All such Revenues, whether held by the City or deposited with the Depositary, 
as herein provided shall nevertheless be disbursed, allocated and applied solely to the uses and purposes 
hereinafter in this Article V set forth, and shall be accounted for separate and apart from all other 
moneys, funds or other resources of the City. All moneys at any time paid into the Revenue Fund shall 
be held by the City and the Depositary in trust for the benefit of the holder or holders from time to 
time of the Bonds issued hereunder and the coupons appertaining thereto and entitled to be paid there- 
with, and the City shall not have any beneficial right or interest in any of such moneys except as herein 
provided. All Revenues so deposited with the Depositary shall be disbursed by warrants on the City 
Treasurer signed by the Mayor and countersigned by the City Comptroller, and the Depositary shall 
make disbursements in accordance with directions from the City Treasurer. 

Section 5.03. Establishment of Accounts. All of the Revenues, including all rents, fees, rates or 
other charges, and all other revenues, income or profits of any kind howsoever derived from the opera- 
tion of the Airport and for any service rendered by the City in the operation thereof, shall be deposited by 
the City Treasurer with the Depositary and accounted for by the City Comptroller through the Chicago- 
O'Hare International Airport Revenue Fund created by Section 5.02. All moneys accounted for through 
the Revenue Fund during each fiscal year shall be allocated first to Operation and Maintenance Expenses, 
and then allocated in the following order of priority to the following respective special accounts: 

Interest Account 

Debt Service Reserve Account 

Sinking Fund Account 

Reserve Maintenance Account 

Emergency Reserve Account 
each of which Accounts, sometimes referred to as "Funds" is hereby created and each of which the City 
hereby covenants and agrees to maintain as provided in this Ordinance. All moneys in the Revenue Fund 
and in each of said Accounts shall be held in trust by the City and the Depositary and shall be applied, 
used and withdrawn only for the purposes hereinafter authorized: 

25 



(1) Operation and Maintenance Expenses. The City Comptroller shall draw warrants on the 
City Treasurer on the Revenue Fund to pay for operation and maintenance of said Airport, but such 
warrants drawn with respect to any fiscal year shall not exceed the amount budgeted by the City for 
Operation and Maintenance Expenses for the then current fiscal year unless such warrants cover 
expenditures authorized in accordance with the provisions of Section 7.04(c). In addition thereto, 
a reasonable reserve for the next ensuing year (not in excess of one quarter of the amount budgeted 
for the current year) may be retained in the Revenue Fund. 

(2) The City Comptroller shall from time to time direct the Depositary to allocate the remain- 
ing available Revenues as follows and in the following order: 

First: To the Interest Account until there shall be in the Interest Account an amount 
equal to any unpaid interest then due on all outstanding Bonds, plus the interest to become due 
on the next ensuing interest payment date on all outstanding Bonds other than Bonds on which 
the interest is to be paid on such date pursuant to Section 3.01. 

Second: Beginning with the fiscal year commencing January 1, 1962, to the Debt Service 
Reserve Account an amount (subject to the limitations hereinafter referred to) in each fiscal year 
until there shall be in this Account an amount equal to two years' interest requirements on all 
Bonds outstanding, all moneys in this Account to be retained by the Depositary and invested as in 
this Ordinance provided. All moneys in this Account shall be used and withdrawn to the extent 
necessary for the purpose of paying the Interest, Sinking Fund payments and the principal of 
the Bonds including premiums for prior redemption thereof in the event no other funds are 
available for such purposes. Whenever the deposits in the Debt Service Reserve Account exceed 
two years' interest on all Bonds outstanding, such excess shall be transferred to the Sinking Fund 
Account. Any moneys withdrawn to meet Interest and Sinking Fund requirements shall be 
replaced out of the first money available therefor. 

The amount allocated to the Debt Service Reserve Account in any fiscal year with respect to 
Bonds issued under Section 2.02 shall not exceed an amount that shall be specified in an 
Ordinance of the City approving the sale of said Bonds, a copy of which, duly certified as having 
been adopted by the City, shall be filed with the City Comptroller and the Depositary prior to 
the issuance and delivery of such Bonds. The additional amount to be allocated to the Debt 
Service Reserve Account in any fiscal year with respect to Bonds issued under Section 2.15 or 
Section 2.16 shall not exceed the amount provided for in the Supplemental Ordinance authorizing 
the issue of such Bonds. 

Third: Starting January 1, 1965 to the Sinking Fund Account, until there shall have been 
allocated to this Account, the amount, if any, of the Minimum Sinking Fund Payment as follows : 

As to Bonds issued under the provisions of Section 2.02, it shall be mandatory that there 
be set aside in each fiscal year beginning with the fiscal year 1965 and ending with the fiscal 
year 1998 an amount sufficient to retire a specified principal amount of Bonds by January 1st 
of the succeeding fiscal year, which respective principal amounts shall be the respective prin- 
cipal retirements represented in the computation of Principal and Interest Requirements of such 
Bonds, as defined in Section 2.16, and shall be set forth in an Ordinance of the City approv- 
ing the sale of such Bonds, a copy of which, duly certified as having been adopted by the City, 
shall be filed with the City Comptroller and the Depositary prior to the issuance and delivery 
of such Bonds. 

As to any additional Bonds issued under the provisions of Section 2.15, it shall be mandatory 
that there be set aside in each fiscal year beginning with the later of the fiscal year 1965 or the 
first full fiscal year commencing on or next following the date of delivery of such additional Bonds 
and ending with the fiscal year 1998, an amount sufficient to retire a specified principal amount 
of such additional Bonds by January 1st of the succeeding fiscal year, which respective principal 
amounts shall be the respective principal retirements represented in the computation of Principal 
and Interest Requirements of such additional Bonds, as defined in Section 2.16. 

26 



If additional Bonds are issued as provided by Section 2.16, the minimum amount to be 
credited to the Sinking Fund Account in each fiscal year occurring after the issuance of such 
additional Bonds shall be increased by an amount which shall be fixed in the Supplemental Ordi- 
nance authorizing the issuance of such additional Bonds; provided, however, that such Supple- 
mental Ordinance shall provide for additional amounts to be credited to the Sinking Fund 
Account sufficient to retire the principal of such additional Bonds at maturity. 

Retirement of Bonds in any fiscal year through purchases and redemptions pursuant to Sec- 
tion 4.01 by the application of funds to the credit of the Sinking Fund Account shall be pro- 
rated between: 

(a) The principal amount of Bonds issued as provided by Section 2.02; and 

(b) The principal amount of Bonds issued as provided by Section 2.15; and 

(c) The principal amount of Bonds issued as provided by Section 2.16; 

in proportion to the respective principal amounts to be retired through Minimum Sinking 
Fund Payments by January 1 of the next succeeding fiscal year as required by this Ordinance 
and the Supplemental Ordinance or Ordinances fixing the amounts to be credited in such fiscal 
year to the Sinking Fund Account. 

Fourth: Starting with the fiscal year commencing January 1, 1959, in each fiscal year to 
the Reserve Maintenance Account, out of the balance remaining after making any required 
deposits in such year to the Interest Account, the Debt Service Reserve Account and the Sinking 
Fund Account the sum of Twenty Thousand Dollars ($20,000) in each fiscal year up to 
December 31, 1961 and the sum of Six Hundred Thousand Dollars ($600,000) in each fiscal 
year thereafter, until there shall have been accumulated in the Reserve Maintenance Account 
the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) ; provided, however, 
that if less than the amount required to be deposited in this Account in any fiscal year shall 
be so deposited, the requirement therefor shall nevertheless be cumulative and the amount of 
such deficiency shall be added to the amount required to be deposited in this Account in each 
fiscal year thereafter, until such time as such deficiency shall have been so deposited or until there 
shall have been accumulated in this Account the sum of Two Million Five Hundred Thousand 
Dollars ($2,500,000). 

In the event additional Bonds are issued under the provisions of Section 2.15, the limit set 
forth in the preceding paragraph for the contribution to the Reserve Maintenance Account in 
any fiscal year after December 31, 1961 and the limit set forth as to the amount which may be 
accumulated in said Account, shall be increased by amounts bearing the same ratio to the respec- 
tive amounts set forth as maximum in the preceding paragraph as the principal amount of Bonds 
issued under the provisions of Section 2.15 bears to the principal amount of Bonds issued under 
the provisions of Section 2.02. In the event additional Bonds are issued under the provisions of 
Section 2.16, the aforementioned maximums shall be increased in accordance with the provisions 
contained in the Supplemental Ordinance authorizing such Bonds. 

Moneys held for the credit of the Reserve Maintenance Account shall be held as a reserve 
for the purpose of paying the cost of major repairs, renewals and replacements of terminal 
buildings, landing areas, aprons, and related facilities, equipment or otherwise, at the Airport, 
whether caused by normal wear or tear or by unusual and extraordinary occurrences, provided 
the making of such repairs, renewals or replacements is approved by the Consulting Engineer, 
as evidenced by his certificate, and in the case of an insufficiency of moneys to pay the Operation 
and Maintenance Expenses, all expenses chargeable as Operation and Maintenance Expenses 
under the terms of this Ordinance; and shall be disbursed only for such purposes, except as 
hereinafter provided. Disbursements from the Reserve Maintenance Account for the purpose of 
paying the cost of major repairs, renewals and replacements, shall be made in the same manner, 
and subject to the same conditions, as is provided in Section 3.01 with respect to disbursements 
from the General Construction Account of the Construction Fund. 

27 



If at any time the amount in the Interest Account and the Debt Service Reserve Account 
shall be insufficient for the purposes of paying the interest on the Bonds as such interest becomes 
due, or for the purpose of making any of the required payments to the Sinking Fund Account, 
then the City shall transfer from the Reserve Maintenance Account to the Interest Account, Debt 
Service Reserve Account or Sinking Fund Account, as the case may be, an amount sufficient to 
make up any such deficiency. 

Any moneys in the Reserve Maintenance Account which shall be used or transferred as afore- 
said, shall be restored by the City from the first available moneys in the Revenue Fund, subject 
to the same conditions as are hereinabove provided for deposits to the credit of this Account. 

Fifth: Emergency Reserve Account. To the Emergency Reserve Account out of the balance 
remaining, after making the deposits to the respective accounts hereinabove referred to, an 
amount in each fiscal year equal to the sum of the amounts included in Airport Expense as 
defined in the Airport Use Agreement for such year on account of depreciation and interest 
referred to in subparagraphs (1) (b) and (c) of Section 15.07 of the Airport Use Agreement. 

Moneys held to the credit of the Emergency Reserve Account shall be used to the extent 
hereinafter provided, and to the extent so used shall be treated as Revenues, for any period of 
time during which the Airport may be closed, by any order or direction of City or any other 
governmental authority or agency, or by any order or direction of any court of competent jurisdic- 
tion, for the landing or taking off of all turbo jet powered aircraft operated by Airline Parties 
as defined in the Airport Use Agreement which at the time are landing and taking off, in the 
course of normal operations, at one or more airports having facilities similar to those at the Air- 
port. Moneys to the credit of the Emergency Reserve Account shall be applied monthly and be 
so used to the aggregate extent, and only to such extent, that agreements between the City and 
such Airline Parties provide for the abatement of rentals in the event of such closing. 

Moneys held to the credit of the Emergency Reserve Account shall also be used at any time 
for the purpose of making required deposits to the Interest Account and Sinking Fund Account 
when there are no other funds available for such deposits. 

In addition to the foregoing, there may be deposited by the City from time to time in the 
Emergency Reserve Account such other sum or sums not constituting Revenues, as may be 
permitted by law. 

Sixth: To the extent that Revenues accrued during each fiscal year, as shown in the 
audited statement of the Independent Certified Public Accountants, referred to in Section 6.08, 
exceed Airport Expense for such fiscal year, as defined in Section 15.07(1) of the Airport Use 
Agreement, such excess shall be considered deferred income and as Revenues of the next 
succeeding year for all purposes of this Ordinance. 

All Revenues accrued during the fiscal year for which such audited statement is rendered, 
which Revenues have not been allocated for Operation and Maintenance Expenses, nor deposited 
or allocated for deposit in the several Accounts set forth in this Section 5.03 (2) First through 
Fifth, inclusive, nor considered Revenues of the next succeeding fiscal year, shall be allocated 
to the Sinking Fund and deposited therein as soon as practicable. 

Notwithstanding the foregoing, in any fiscal year in which the minimum Flight Fee is in 
effect as provided in the Airport Use Agreement, all Revenues accrued during such fiscal year in 
excess of the required allocations to Operation and Maintenance Expenses and the Accounts 
provided for in this Section 5.03(2), First through Fifth, inclusive, shall be allocated to the 
Sinking Fund. 

The City Comptroller at least fifteen days prior to any interest payment date and at least fifteen 
days prior to the principal payment date or redemption date of any Bonds shall make provision for 
and transfer from the proper account and deposit with the Paying Agent funds sufficient to pay the 
interest then due, redemption premium, if any, and the principal at maturity. 

28 



If and when there are sufficient funds in the Interest Account, Debt Service Reserve Account and 
Sinking Fund Account at any time to call and redeem all of the outstanding Bonds at the next succeeding 
redemption date, said funds shall be used for that purpose and said Bonds shall be called and redeemed 
on the next succeeding redemption date. 

Section 5.04. Exception as to Default. Anything in this Ordinance to the contrary notwith- 
standing, if the City shall comply with all other provisions of Section 5.03, the fact that the total deposits to 
be credited to the Sinking Fund Account, the Reserve Maintenance Account or the Emergency Reserve 
Account in any fiscal year shall be less than the amount required will not constitute an event of default 
under the provisions of this Ordinance. 

Section 5.05. Investment of Funds. All moneys held by the Depositary in the Revenue Fund may 
be invested in direct obligations of the United States of America which shall mature or which shall be 
subject to redemption by the holder thereof at the option of such holder prior to the date such funds shall 
be required for payment of Operation and Maintenance Expenses or for allocation to any Accounts. All 
moneys held by the Depositary to the credit of the Interest Account and Sinking Fund Account shall be 
invested, insofar as may be practicable, in direct obligations of the United States of America which shall 
mature or which shall be subject to redemption by the holder thereof at the option of such holder not later 
than fifteen days prior to the date such funds shall be required for payment of interest due on any Bonds 
for investments made for the account of the Interest Account and not later than fifteen days prior to the 
date provided for redemption of any Bonds for investments made for the Sinking Fund Account. Moneys 
held by the Depositary for the credit of the Debt Service Reserve Account, Reserve Maintenance Account, 
and Emergency Reserve Account shall be invested in direct obligations of the United States of America 
which shall mature or which shall be subject to redemption by the holder thereof at the option of such 
holder not later than five years from the date of purchase thereof. 

Obligations purchased as an investment of moneys in the Revenue Fund, or any Account named in 
the preceding paragraph, shall be deemed at all times to be a part of such Fund or Account. The interest 
accruing on and any profit realized from any investment of moneys in the Reserve Maintenance Account 
or Emergency Reserve Account shall be credited to such Account, and any loss resulting from such 
investment shall be charged to such Account, notwithstanding the fact that the amounts credited to the 
Reserve Maintenance Account exceed the maximum as provided by this Ordinance. Interest accruing on 
and profit realized from the investment of moneys in the Interest Account, Debt Service Reserve Account, 
Sinking Fund Account and the unallocated portion of the Revenue Fund shall be credited to the un- 
allocated portion of the Revenue Fund and allocated as Revenues in the order of priority provided by 
Section 5.03, and any loss resulting from any such investment shall be deemed an Operation and Main- 
tenance Expense and be restored to such Accounts or Fund from the first available Revenues. 

ARTICLE VI 

Covenants of the City 

Section 6.01. Equality of Security. All Bonds, regardless of the date of issue and sale, shall be 
secured by a lien on the Net Revenues of the Airport and on all accounts or funds created therefrom and 
on all funds and securities held by the Depositary, any Paying Agent and the Fiscal Agent hereunder and 
on all income, interest or profits thereon; and all Revenues and funds remaining from time to time in the 
accounts as provided herein are pledged to and constitute a trust fund for the operation and maintenance of 
the Airport and for the security and payment of or redemption of and the security and payment of interest 
on all the Bonds in accordance with the terms thereof and the provisions of this Ordinance and in accord- 
ance with the provisions of the applicable Statutes of the State of Illinois, and shall not be used for any 
other purpose except as expressly permitted by the terms of this Ordinance, so long as any Bonds remain 
outstanding and unpaid. The Bonds shall be payable as provided herein only out of such Revenues and 
funds pledged hereunder. The City is hereby constituted a trustee to receive, hold and disburse, as in this 
Ordinance provided, all funds received by it under any of the provisions of this Ordinance and is also 
hereby constituted a trustee to administer, allocate and disburse, as in this Ordinance provided, all funds 
received by it with all the powers and duties herein prescribed. The Depositary is hereby constituted a 

29 



trustee to receive, hold and disburse all funds received by it under the provisions of this Ordinance, with 
the powers and duties herein prescribed. 

Neither the Depositary, the Fiscal Agent, nor any Paying Agent shall be responsible for any loss 
resulting from any failure on the part of the City to comply with the provisions of this Ordinance, or for 
any failure on the part of the City to transmit Revenues to the Depositary, the Fiscal Agent or any Paying 
Agent, or for the misapplication of Revenues by the City contrary to the provisions hereof. Nothing con- 
tained herein, however, shall prevent the Depositary within its discretion, from making any investigation 
or taking any action which it may deem necessary or desirable in the interest of the holders of the Bonds 
with respect to the proper custody and application of Revenues in accordance with this Ordinance. 

Section 6.02. Equality of Bonds. All Bonds authorized hereunder shall rank equally as to security, 
regardless of the time or times of their issue, and shall be entitled to no priority one over another, with 
respect to any Revenues or other funds pledged as security therefor or available for the payment thereof, 
except as provided in this Ordinance. 

Section 6.03. Punctual Payment. The City covenants that it will duly and punctually pay or cause 
to be paid the principal of and interest on all Bonds authorized hereunder, together with the premium 
thereon, if any be payable, and all sinking fund payments due hereunder in strict conformity with the 
terms of such Bonds and of this Ordinance, and that it will faithfully observe and perform all the condi- 
tions, covenants and requirements of this Ordinance and of the Bonds issued hereunder. 

Section 6.04. Against Encumbrances or Sale of the Airport. The City covenants that it will not 
create, or give, or permit the creation or giving, of any mortgage, lien or pledge on any City-owned 
personal or real property or equipment constructed, purchased or used in connection with the Airport and 
the operation thereof or upon any Revenues or other funds pledged or held hereunder, except as security 
for all the Bonds issued hereunder, and that it will not permit the sale, or other disposition of the Airport, 
or any part thereof, but the City may sell or dispose of property no longer required for the Airport in 
accordance with Section 7.05. 

Section 6.05. Paying Agents. So long as any of the Bonds remain outstanding the City will at 
all times keep in each city in which any of the Bonds shall be expressed to be payable, as to either princi- 
pal or interest, an office or agency where the Bonds and the interest coupons which by their terms are 
payable in such city may be presented for payment. 

Section 6.06. Limitation upon Amendatory Ordinances. The City will not adopt any ordinance or 
take any action or proceeding for the purpose of amending, altering or modifying any of the provisions of 
this Ordinance, except in the manner and subject to the limitations set forth in Article IX. 

Section 6.07. Insurance. The City will take out and maintain or cause to be taken out and 
maintained or otherwise provide for (i) fidelity insurance or a fidelity bond or bonds covering all employees 
of the City, at any time employed at the Airport, who receive or handle Revenues of the Airport, in an 
amount sufficient to cover the maximum amount of Revenues so received or handled by each such employee 
during any calendar week; (ii) fidelity insurance or fidelity bond or bonds covering all City Officials who 
receive or handle any Revenues of the Airport or the proceeds from the sale of Bonds; (iii) public liability 
insurance in an amount of not less than $200,000 for injuries, including death, to any one person, and, 
subject to the same limitation for each person, in an amount of not less than $3,000,000 for injuries, 
including death, to two or more persons on account of any one accident in connection with the operation 
of the Airport; (iv) builders' risk insurance, and (v) so long as any of the Bonds herein authorized 
remain outstanding, a so-called "fire and extended coverage policy or policies," on the City-owned prop- 
erty at the Airport, which policy or policies without in any way limiting the scope or effect thereof, shall 
specifically insure against loss or damage by fire, lightning, collision, explosion, strikes, riots, civil commo- 
tions, malicious damage, tornado and windstorm to the greatest amount obtainable having due regard to 
the terms and conditions of the policies and the coverage of risks provided thereunder, which coverage, 
however, need not in any event exceed eighty per cent (80%) of the full insurable value thereof. All such 
policies shall be issued by a responsible insurance company or companies. 



All such policies shall name the City as an insured thereunder and such policies or certificates of 
such insurance shall be deposited with the City Comptroller. Proceeds received by the City from any 
and all such insurance on account of damage to, or destruction of, any part of any City-owned property 
(except proceeds to be held in the Construction Fund as hereinafter provided) shall be held by the City 
Treasurer in the Chicago-O'Hare International Airport Revenue Fund in a special account as security 
for the Bonds issued hereunder until paid out as hereinafter provided. 

The City covenants that immediately after any substantial damage to or destruction of any part of 
any City-owned property at the Airport it will cause the Consulting Engineer to prepare or approve plans, 
specifications and estimate of cost for repairing or replacing the damaged or destroyed property (either in 
accordance with the original or a different design) , and to file copies of such estimate with the Treasurer, 
City Comptroller and Depositary, and the proceeds of all insurance referred to hereinabove shall be available 
for and to the extent necessary be applied to the repair, replacement or reconstruction of the damaged or 
destroyed property, and shall be disbursed in the manner and upon the showings hereinabove provided 
for in Section 3.01 for payments from the General Construction Account of the Construction Fund. 

The City covenants that in the case of any damage to or destruction of any part of any City-owned 
property at the Airport if the cost of renewing, replacing or reconstruction of the damaged or destroyed 
property, as estimated by the Consulting Engineer, shall not exceed the proceeds of insurance and other 
moneys available for such purpose, it will forthwith commence and diligently proceed with the immediate 
repair, replacement or reconstruction of the damaged or destroyed property according to plans and 
specifications prepared or approved by the Consulting Engineer. 

If such proceeds are more than sufficient for such purpose, the balance remaining upon completion 
of the renewing, repairing or restoration of the damaged or destroyed property shall be by order of the 
City Comptroller deposited by the Treasurer to the credit of the Sinking Fund Account. If such proceeds 
shall be insufficient for such purpose, the deficiency shall be supplied by the City from any moneys in the 
Reserve Maintenance Account. 

The proceeds of any such insurance received on account of damage to or destruction of any part of 
any City-owned property which are not applied or committed within eighteen months after their receipt 
by the City to renewal, replacement or reconstruction of the damaged or destroyed property (unless 
it has been prevented from so doing because of conditions beyond its control) shall be credited by the 
Treasurer on order of the Comptroller to the Sinking Fund Account, unless the City with the consent of 
the holders of a majority of the principal amount of all Bonds then outstanding shall otherwise direct. 

The provisions of the next preceding four paragraphs shall not be applicable to proceeds of any such 
insurance received on account of damage or destruction during construction of any improvement being 
constructed from moneys in the Construction Fund, but such proceeds shall be held by the City Treas- 
urer in the Construction Fund and used and applied in the same manner as is provided in Section 3.01 
with respect to the moneys in the Construction Fund available for the construction of such improvement. 

The proceeds of any fidelity insurance or fidelity bond shall be credited to the Revenue Fund and 
applied as any other Revenues. 

All insurance premiums payable by the City with respect to the foregoing insurance shall be considered 
an Operation and Maintenance Expense except premiums for insurance on improvements during con- 
struction, which latter premiums shall be charged to the Construction Fund. 

The City shall deliver to the Depositary and mail to the Principal Underwriters in the month of 
March of each year a schedule signed by the City Comptroller setting forth the insurance policies then 
outstanding and in force upon or in connection with or incidental to the Airport, including the names 
of the insurers which have issued the policies and the amounts thereof and the property or risks covered 
thereby (including liability risks). 

Whenever the City shall fail to take out or maintain or cause to be taken out and maintained or other- 
wise provided for any insurance required under this Ordinance (either as to class of risks or amount thereof) 



which in the discretion of the Depositary is obtainable at reasonable cost and upon reasonable terms, or 
is deemed by the Depositary, upon advice of an independent insurance counselor, to be necessary or desir- 
able in the interests of the holders of the Bonds, the Depositary, in its discretion, may effect such insur- 
ance in the name of the City and bill the City therefor. 

Section 6.08. Accounts. The City covenants that it will keep and provide accurate books and 
records of account showing all Revenues received from the Airport and the rents, fees, rates or other 
charges collected for any use thereof or for any service rendered by the City in the operation thereof, 
and all expenditures relating thereto, showing the expenditures for operating, maintaining and repairing 
the Airport and that all such books and records shall be open at all times during business hours to the 
Depositary, to the Principal Underwriters, and to the holder or holders of not less than ten (10) per centum 
of the principal amount of Bonds then outstanding, or his or their representatives duly authorized in 
writing. Within one hundred and twenty days after the close of each fiscal year, so long as any of the Bonds 
remain outstanding, the City will prepare and file with the Depositary, Airport Consultant and the Principal 
Underwriters a statement of the Revenues and expenditures for such fiscal year and a balance sheet, taken 
at the close of such fiscal year, for the Airport accompanied by a certificate or opinion in writing of an 
Independent Certified Public Accountant of recognized standing, selected by the City and satisfactory to the 
Depositary. The City covenants that it will cause a consolidated summary of such Revenues and all 
expenditures and balance sheet for the Airport to be published, not later than one hundred and fifty days 
after the close of each fiscal year, in a daily newspaper printed in the English language and published and 
of general circulation in the City of Chicago, Illinois. Copies of such consolidated summary as so published 
shall be delivered to the Depositary and the Principal Underwriters and mailed to the Holders of Bonds 
requesting copies thereof. All the reports and other documents required under this Ordinance shall be 
available for inspection by the Holders of the Bonds at the office of the City Comptroller. 

Section 6.09. Maintenance of Powers. The City covenants that it will at all times use its best 
efforts to keep the Airport open for landings and takeoffs of aircraft of any type using facilities similar to 
those at the Airport and to maintain the powers, functions, duties and obligations now reposed in it pur- 
suant to law, and will not at any time voluntarily do, suffer or permit any act or thing the effect of which 
would be to hinder, delay or imperil either the payment of the indebtedness evidenced by any of the Bonds 
or the performance or observance of any of the covenants herein contained. If at any time the City is 
unable to keep the Airport open for airport purposes as herein provided, it will use its best efforts, to the 
extent permitted by law, to make such use (including use for other than airport purposes) and take such 
action with respect to the Airport so as to produce revenues therefrom in accordance with proper and 
efficient business practices. 

Section 6.10. Further Assurances. The City covenants that it will make or adopt and execute, or 
cause to be made, adopted and executed, any and all such further ordinances, acts, deeds, conveyances, 
assignments or assurances as may be reasonably required for effectuating the intention of this Ordinance, 
and for the better assuring and confirming unto the Holders of the Bonds of the rights and benefits 
provided in this Ordinance. The City further covenants that it will use its best efforts to enforce collection 
of all amounts due it from the use and operation of the Airport. 

Section 6.11. Prompt Acquisition and Construction. The City covenants that upon the receipt 

of the proceeds of Bonds issued under the provisions of Section 2.02, the Department of Public Works will 
forthwith proceed to construct the Improvements and that it will complete such construction with all 
expedition practicable in accordance with plans and specifications or approved alterations thereof. 

The Department of Public Works may employ an Independent Engineer to act as supervising engineer 
to co-ordinate the work of all engineers selected by the Department of Public Works with the advice of the 
Consulting Engineer to expedite all work to the end that all construction, authorized by this Ordinance, 
will be completed as early as possible. 

32 



The City covenants that promptly after such construction has been completed, it will deliver to the 
Depositary a certificate signed by the Commissioner of Public Works and approved by the Consulting 
Engineer stating the date of such completion. 

Section 6.12. Concessions. The City shall operate the Airport in a manner so as to produce rev- 
enues from concessionaires of a nature and amount which would be produced by a reasonably prudent 
operator of an airport. 

ARTICLE VII 

Administration of Airport 

Section 7.01. Management. The City covenants that while any of the Bonds issued hereunder are 
outstanding, in order to assure the efficient management and operation of the Airport and to assure the 
Holders of the Bonds hereby authorized that same will be economically and efficiently operated on the 
basis of sound business principles, it will operate and maintain the Airport under the direction of the 
Commissioner of Aviation or such other City department as the City Council may from time to time 
ordain. 

Section 7.02. Maintenance and Operation of Airport. The City covenants that at all times it will 
use its best efforts to see that the Airport shall at all times be operated and maintained in first class repair 
and condition and in such manner that the operating efficiency thereof shall be of the highest character 
and so that all lawful orders of any governmental agency or authority having jurisdiction in the premises 
shall be complied with (provided the City shall not be required to comply with any such orders so long as 
the validity or application thereof shall be contested in good faith) ; and that it will use its best efforts to 
see that the cost of such operation and maintenance shall at no time be in excess of Revenues reasonably 
available for such purposes so long as any of the Bonds remain outstanding. The City will, out of Rev- 
enues, from time to time, duly pay and discharge, or cause to be paid and discharged, all taxes (if any), 
assessments or other governmental charges lawfully imposed upon the Airport or upon any part thereof, 
or upon the Revenues, when the same shall become due, as well as any lawful claim for labor, materials, or 
supplies which, if unpaid, might by law become a lien or charge upon the Airport, or which might impair 
the security of the Bonds. 

Section 7.03. Consulting Engineer and Airport Consultant. The City covenants that while any of 
the Bonds issued hereunder are outstanding, it will continuously employ a Consulting Engineer experienced 
in the field of construction and physical maintenance of airports and facilities thereof and an Airport Con- 
sultant experienced in the field of administration, maintenance and operation of airports and facilities 
thereof, each of whom shall have no financial or other interest in the ownership or operation of the 
Airport or any activity relating thereto aside from their duties in their respective employed capacities. 
The Consulting Engineer and the Airport Consultant shall each be appointed by the Mayor, subject to 
approval of the City Council. The same individual or firm may but need not be both the Consulting 
Engineer and the Airport Consultant and the Consulting Engineer may also but need not be the 
co-ordinating engineer referred to in Section 6.11. 

The Airport Consultant shall inspect the Airport and make reports thereon and advise and make 
recommendations to the City in connection with the administration, maintenance and operation thereof, 
including recommendations for any revisions necessary in fees, rates, and other charges to comply with the 
provisions of this Ordinance, and shall prepare a recommended budget for operation and maintenance 
expenses of the Airport. Copies of each report and recommendation of the Airport Consultant shall be 
sent as soon as available, but not later than one hundred twenty (120) days prior to the commencement 
of each fiscal year, to the Commissioner of Aviation, the Comptroller and the Budget Director. It 
shall be the duty of the Airport Consultant in the preparation of the recommended budget to report upon 
and set forth his advice and recommendations with respect to the administration, maintenance and opera- 
tion of the Airport for the fiscal year preceding the year budgeted and for the ensuing fiscal year, and 
other advice to the end that the Airport shall at all times while any of the Bonds are outstanding be oper- 
ated in accordance with sound business principles and upon an efficient basis. The Airport Consultant 

33 



shall attend all public hearings on the budget. The Airport Consultant shall also make recommendations 
at least 60 days prior to January 1 and July 1 of each fiscal year as to the fees for the landing of aircraft 
at the Airport during the six-month period commencing on each such January 1 and July 1 so that the 
Revenues will meet the requirements of this Ordinance. 

The Consulting Engineer shall inspect the Airport and make reports on the physical condition thereof 
and advise and make recommendations to the City in connection with the physical maintenance thereof. 
Copies of each report and recommendation of the Consulting Engineer shall be sent as soon as available, 
but not later than one hundred twenty (120) days prior to the commencement of each fiscal year to the 
Commissioner of Aviation and shall set forth the advice and recommendations of the Consulting 
Engineer with respect to the physical maintenance of the Airport and other advice to the end that the 
Airport shall at all times while any of the Bonds are outstanding be maintained in good operating order 
in accordance with sound business principles and upon an efficient basis. 

The City covenants that at least once in each month during the period of construction of the 
Improvements it will cause the Consulting Engineer to prepare a progress report in connection with the 
construction of the Improvements, including construction comparisons between the actual time elapsed 
and the actual costs and the estimates of such time and costs, which shall have been set forth in a state- 
ment prepared by the Consulting Engineer and filed with the City. Copies of such progress reports shall 
be filed with the Depositary and mailed to the Principal Underwriters and to the Holders of Bonds request- 
ing copies thereof. 

Section 7.04. Airport Operation and Maintenance Budget. 

(a) The Budget Director, according to law, shall prior to the beginning of each fiscal year prepare 
and file with the City Clerk a preliminary budget of operation and maintenance expenses of the Airport 
and proposed capital expenditures for the ensuing fiscal year. 

(b) The City shall prepare the budget ordinance in a tentative form, and in this form shall make 
the ordinance conveniently available to public inspection for at least ten (10) days prior to final action 
thereon, by publication in the journal of the proceedings of the City or in such other form as the City 
may prescribe. Not less than one week after the publication of this tentative budget ordinance, and prior 
to final action thereon, the City shall hold at least one public hearing thereon. Notice of this hearing shall 
be given by publication in a newspaper having a general circulation in the City of Chicago at least one 
week prior to the time of the hearing. Such preliminary budget, subject to amendment and final adoption, 
shall become the annual budget herein provided for and when so finally adopted is herein called the 
"Budget". In this connection it is the intent of the parties that the statutory provisions relating to 
appropriations be complied with. 

(c) Limitations on Expenses. The City shall not incur expenses for operation and maintenance of 
the Airport in any fiscal year in excess of the reasonable and necessary amount thereof, and the City shall 
not expend any amount or incur any indebtedness for such expenses for such year in excess of the amount 
provided therefor in the Budget for such fiscal year as finally adopted unless such expenditure is authorized 
by a two thirds vote of all the members of the City Council; provided, however, the foregoing shall not be 
applicable to any provision for uncollectible accounts receivable. 

Section 7.05. Limitation on Sales of Airport Property. The City shall have the right to sell or 
otherwise dispose of any property, real or personal no longer necessary, appropriate or required for the 
use of, profitable to, or for the best interest of the City operation of the Airport. 

The net proceeds from the sale of any such property acquired by funds derived from the sale of 
any Bonds issued pursuant to this Ordinance or from Revenues, as defined under this Ordinance, shall 
be used for the purpose of replacing properties or equipment at the Airport, if necessary, or shall be 
deposited in the Sinking Fund Account during the period that such Bonds are outstanding. 

Section 7.06. Leases and Concessions. The City shall have the right for any term of years to let to 
any person, firm or corporation, or grant concessions or privileges in, any land of the Airport or any 



building or structure on such land for any necessary or incidental purpose relating to the operation of the 
Airport or for any purpose which in the opinion of the Airport Consultant does not in any way interfere 
with the operation of the Airport. Any income derived therefrom by City shall be considered Revenues. 

ARTICLE VIII 

Concerning the Appointment of Depositary, Paying Agents, Registration Agent, 

Events of Default and Remedies on Default 

Section 8.01. Depositary and Paying Agent. The City Comptroller shall cause to be set up suitable 
accounts for the deposit of all Revenues, including particularly the funds set forth in Article V hereof, 
and for the payment of all Bonds and the interest thereon, and for all other payments provided or 
required by this Ordinance, and for the holding of all reserves created under this Ordinance, and he shall 
perform the duties herein imposed upon him by the terms of this Ordinance. The City Comptroller is 
hereby directed to make deposits of the proceeds of the sale of the Bonds and Revenues with The First 
National Bank of Chicago, a banking association, a qualified depositary. In the event of a successor or suc- 
cessors being appointed as authorized by Section 8.11, the City shall select a Depositary, which is a 
banking association or trust company, having a combined capital and surplus of not less than $10,000,000, 
for the deposit of funds to be held by the Depositary as provided in this Ordinance. The Depositary so 
selected, upon delivery to the City Comptroller of its written acceptance of such appointment, shall 
be deemed to be the successor Depositary. The Depositary shall be the Paying Agent of the City in the 
City of Chicago, and whenever the term "Depositary" is used herein the same shall mean and include 
the Paying Agent in the City of Chicago. 

Section 8.02. Registration Agent. The Depositary in the City of Chicago, State of Illinois, is 
hereby appointed as Registration Agent for the purpose of registering, transferring and exchanging the 
Bonds as in this Ordinance provided, and the City Comptroller agrees to take all legal action necessary 
or proper to constitute said Depositary as Registration Agent hereunder. 

Section 8.03. New York Paying Agent. Principal of fully Registered Bonds and principal and 
interest of Coupon Bonds shall also be payable at the Fiscal Agent of the City of Chicago in the City of 
New York. 

Section 8.04. Liability of Agents. The recitals of fact and all promises, covenants and agree- 
ments herein and in the Bonds contained shall be taken as statements, promises, covenants and agreements 
of the City, and neither the City Treasurer, City Comptroller, nor any Depositary duly appointed, nor any 
Registration Agent, Fiscal Agent or Paying Agent, assumes any responsibility for the correctness of the same, 
or makes any representations as to the validity or sufficiency of this Ordinance or of the Bonds or coupons, 
or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations 
herein or in the Bonds assigned to or imposed upon them, respectively. 

Section 8.05. Security for Deposit. The City Comptroller is hereby authorized and empowered to 
take all necessary steps to require and secure from each Depositary, Paying Agent and Fiscal Agent, 
security if any, required by law for all Revenues and other funds deposited with or held by such agents 
hereunder. 

Section 8.06. Notice to Agents. Depositary, and every agent appointed and acting hereunder, 
shall be protected in acting upon any notice, ordinance, resolution, request, consent, order, certificate, 
report, bond or other paper or document believed by it to be genuine and to have been signed or 
presented by the proper party or parties. 

Neither the Depositary nor any Paying Agent, Fiscal Agent or Registration Agent, respectively, shall be 
bound to recognize any person as the holder of a Bond unless and until such Bond is submitted for 
inspection, if required, and his title thereto satisfactorily established, if disputed. 

Whenever the Depositary, the Fiscal Agent, the Registration Agent or any Paying Agent, respectively, 
shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering 

35 



any action hereunder, such matter (unless other evidence in respect thereof be herein specifically pre- 
scribed) may be deemed to be conclusively proved and established by a certificate of the City, and such 
certificate shall be full warrant for any action taken or suffered under the provisions of this Ordinance 
or any supplemental ordinance, but in its discretion said Depositary and each such agent, respectively, 
may, in lieu thereof, accept other evidence of such fact or matter or may require such further or addi- 
tional evidence as to it may seem reasonable. 

Section 8.07. Events of Default; Application of Revenues. The City shall be in default herein if 
one or more of the following events (herein called "events of default") shall happen, to wit: 

(a) If default shall be made in the due and punctual payment of the principal of any Bond 

when and as the same shall become due and payable; 

(b) If default shall be made in the due and punctual payment of any installment of interest on 
any Bond when and as such interest installment shall become due and payable, and such default shall 
have continued for a period of thirty (30) days; 

(c) If default shall be made in the due and punctual payment or satisfaction of any Sinking 
Fund payment when and as such Sinking Fund payment shall become due and payable as in this 
Ordinance or any supplemental ordinance expressed, (unless under the provisions of Section 5.04 of 
this Ordinance such failure shall not be deemed a default) and such default shall have continued for 
a period of one hundred eighty (180) days; 

(d) If default shall be made by the City in the observance of any other covenants, agreements or 
conditions on its part in this Ordinance or any supplemental ordinance or in the Bonds contained 
(unless under the provisions of Section 5.04 of this Ordinance, such failure shall not be deemed a 
default), and such default shall have continued for a period of ninety (90) days after written notice 
thereof given to the City by the Depositary setting forth the nature of such default. 

Then and in each and every such case and so long as such event of default shall continue, the holders 
of not less than twenty per cent (20%) of the principal amount of the Bonds at the time outstanding shall 
be entitled, upon notice in writing to the City, to declare the principal of all of the Bonds then outstanding 
hereunder and the interest accrued thereon to be due and payable immediately, and upon any such declara- 
tion the same shall become and shall be immediately due and payable, anything in this Ordinance or in 
the Bonds contained to the contrary notwithstanding. 

All of the Net Revenues of the Airport including all sums in the Revenue Fund provided for in 
Article V upon the date of the happening of any event of default and all Net Revenues thereafter 
received by the City or Depositary hereunder shall be applied by the City and the Depositary in the order 
following upon presentation of the several Bonds and coupons, and the stamping thereon of the payment 
if only partially paid, or upon the surrender thereof if fully paid: 

First, to the payment of the costs and expenses of the holders of the Bonds in declaring such 
event of default, including reasonable compensation to their agents, attorneys and counsel, and to the 
payment of the cost and expenses of the Depositary, acting as trustee and attorney in fact for the 
Bondholders in carrying out the provisions of this Section 8.07, including reasonable compensation to 
its agents, attorneys and counsel; 

Second, in case the principal of the Bonds shall not have become due and shall not then be due 
and payable, to the payment of the interest in default in the order of the maturity of the installments 
of such interest, with interest on the overdue installments at the rate of five (5) per cent per annum, 
such payments to be made ratably to the persons entitled thereto without discrimination or preference; 
Third, in case the principal of the Bonds shall have become and shall be then due and payable, 
to the payment of the whole amount then owing and unpaid upon the Bonds for principal and inter- 
est, with interest on the overdue principal and installments of interest at the rate of five (5) per cent 
per annum, and in case such moneys shall be insufficient to pay in full the whole amount so owing 
and unpaid upon the Bonds, then to the payment of such principal and interest without preference or 

36 



priority of principal over interest, or of interest over principal, or of any installment of interest over 
any other installment of interest, ratably to the aggregate of such principal and interest. 

Section 8.08. Rights of Holders of Bonds upon Default. Subject to any contractual limitations 
binding upon the holders of any of the Bonds (including the provisions of Section 8.09 and any other 
limitations herein upon the exercise of any remedy to holders holding a specific proportion or percentage 
of the Bonds), any holder of Bonds shall have the right, for the equal benefit and protection of all holders 
of Bonds similarly situated: 

(a) By mandamus or other suit, action or proceeding at law or in equity to enforce his rights 
against the City and the City Council and any of its officers, agents and employees, and to require 
and compel the City or the City Council or any such officers, agents or employees, to perform and 
carry out its and their duties and obligations under the Laws of the State of Illinois and its and their 
covenants and agreements with the holders of the Bonds as provided in this Ordinance or any sup- 
plemental ordinance; 

(b) By action or suit in equity to require the City and the City Council to account as if they 
were the trustee of an express trust; or 

(c) By action or suit in equity to enjoin any acts or things which may be unlawful or in viola- 
tion of the rights of the holders of the Bonds. 

No remedy conferred hereby upon any holder of Bonds is intended to be exclusive of any other 
remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised 
without exhausting and without regard to any other remedy conferred hereby. No waiver of any default or 
breach of duty or contract by the holder of any Bond shall extend to or shall affect any subsequent de- 
fault or breach of duty or contract or shall impair any rights or remedies thereon. No delay or omission 
of the holder of any Bond to exercise any right or power accruing upon any default shall impair any such 
right or power or shall be construed to be a waiver of any such default or acquiescence therein. Every 
substantive right and every remedy conferred upon the holders of the Bonds may be enforced and exer- 
cised from time to time and as often as may be deemed expedient. In case any suit, action or proceeding 
to enforce any right or exercise any remedy shall be brought or taken and then discontinued or abandoned, 
or shall be determined adversely to the holders of the Bonds, then, and in every such case, the City and 
the holders of the Bonds shall be restored to their former positions and rights and remedies as if no such 
suit, action or proceeding had been brought or taken. 

Section 8.09. Depositary to Act as Trustee for Bondholders. The Depositary appointed (and the 
successive respective holders and registered owners of the Bonds and interest coupons, by taking and 
holding the same, shall be conclusively deemed to have so appointed the Depositary) shall act as Trustee 
to represent the Bondholders in the matter of exercising and prosecuting on their behalf such rights and 
remedies as may be available to such holders under the provisions of the Bonds and this Ordinance as well 
as under the Law or other provisions of applicable Jaw. Upon any default or other occasion giving rise 
to a right of such Trustee to represent the Bondholders, such Trustee may take such action on behalf of 
the Bondholders as may seem appropriate to it and, upon the request in writing of the holders or registered 
owners of twenty (20) per cent in principal amount of all the Bonds then outstanding, which request 
shall specify such default or occasion and the action to be taken by the Trustee, and upon being fur- 
nished with indemnity satisfactory to it, such Trustee shall take such action on behalf of the Bondholders 
as may have been so requested. 

Except as in this Section 8.09 provided, no holder or registered owner of any Bond or of any interest 
coupon pertaining to any Coupon Bond shall have any right by virtue or by availing of any provision of 
this Ordinance or the Law or other provisions of applicable law to institute any suit, action or proceed- 
ing, at law or in equity, for the appointment of any trustee in bankruptcy, receiver, liquidator or custo- 
dian of the Revenues and other funds pledged or held hereunder, unless such holder or registered owner 
shall previously have given to the Trustee written notice of an existing default, and unless, also, there shall 
have been tendered to the Trustee security and indemnity satisfactory to it against all costs, expenses and 

37 



liabilities which might be incurred in or by reason of such action, suit or proceeding, and unless, also, 
the holders or registered owners of twenty (20) per cent in aggregate principal amount of all the Bonds 
then outstanding shall have requested the Trustee in writing to take action with respect to such default 
and the Trustee shall have declined to take such action or failed so to do within thirty (30) days thereafter; 
it being intended that no one or more holders or registered owners of Bonds or interest coupons shall have 
any right in any manner to institute or prosecute any action, suit or proceeding for the appointment of 
a trustee in bankruptcy, receiver, liquidator or custodian of the Revenues and other funds pledged or held 
hereunder, except in the manner herein provided, and for the equal, proportionate benefit of all holders 
and registered owners of outstanding Bonds and interest coupons; provided that nothing contained in this 
Ordinance or in the Bonds shall affect or impair the obligation to pay the principal of, premium (if any) 
and the interest on the Bonds as therein provided, or shall affect or impair the right of action, which 
is absolute and unconditional, of the holders or registered owners of the Bonds to otherwise enforce pay- 
ment thereof by virtue of the contract embodied in the Bonds and in this Ordinance and the Law and 
other applicable statutes and provisions of law or to enforce any of the covenants or provisions in the 
Bonds, this Ordinance, the Law, or other applicable statutes or provisions of law except as hereinabove 
provided with respect to suits, actions or proceedings for the appointment of any trustee in bankruptcy, 
receiver, liquidator or custodian of the Revenues and other funds pledged or held hereunder. 

Section 8.10. Depositary Constituted Attorney-in-Fact for Bondholders. The Depositary is hereby 
appointed (and the successive respective holders and registered owners of the Bonds and interest coupons 
issued hereunder, by taking and holding the same, shall be conclusively deemed to have so appointed it) 
the true and lawful attorney-in-fact of the respective holders and registered owners of the Bonds and 
interest coupons, with authority to make or file, irrespective of whether the Bonds or any of them are in 
default as to payment of principal or interest, in the respective names of the holders and registered owners 
of the Bonds or interest coupons, or in behalf of all holders and registered owners of the Bonds, or of inter- 
est coupons pertaining to the Bonds, as a class or classes, any proof of debt, amendment of proof of debt, 
petition or other document, to receive payment of any sum or sums becoming distributable on account 
thereof, and to execute any and all other papers and documents and to do and perform any and all acts 
and things for and in behalf of the respective holders of the Bonds or interest coupons, or in behalf of such 
holders and registered owners as a class or classes, as may be necessary or advisable in the opinion of such 
attorney-in-fact in order to have the respective claims of such holders or registered owners of Bonds or 
interest coupons allowed in any equity receivership, insolvency, liquidation, bankruptcy or other proceed- 
ings to which the City may at any time be a party, and to receive payment of or on account of such claims; 
and each and every receiver, assignee or trustee in bankruptcy is hereby authorized by each of the respec- 
tive holders and registered owners of the Bonds and interest coupons to make such payments to such 
attorney-in-fact, and, in the event that such attorney-in-fact shall consent to the making of such payments 
directly to such holders or registered owners, to pay to such attorney-in-fact any amount which may 
be due to it for compensation and expenses, including counsel fees, incurred by it up to the date of such 
distribution. 

Section 8.11. Resignation, Merger, Consolidation or Removal of Agents, and Appointment of Suc- 
cessor Agents. Any Depositary, Paying Agent, Registration or Fiscal Agent appointed hereunder may 
resign or be removed by the City at any time upon the giving of not less than thirty (30) days written notice 
thereof. It may be discharged of its duties and obligations imposed upon it by accounting to the City as 
to all funds and securities held by it and upon the delivery of said funds, securities, and all books and 
records to the successor; provided, that in the case of any such resignation or removal the City shall forth- 
with and within ten (10) days prior to the effective date of such resignation, or simultaneously with any 
such removal, appoint a successor. Any successor shall deliver to the City Comptroller an acceptance in 
writing of such appointment hereunder and shall thereupon, as such successor, be fully vested with all 
moneys, properties, rights, powers and duties of its predecessor with like force and effect as if originally 
named as provided by this Ordinance. Any company into which any agent may be merged or with which 
it may be consolidated, pursuant to any proceedings authorized by law, shall forthwith become and be 
constituted a successor agent hereunder; provided that such merged or consolidated company is then 

38 



authorized under applicable law to perform all of the duties and obligations imposed upon such agent 
hereunder. 

ARTICLE IX 

Modification and Amendment of the Ordinance 

Section 9.01. Amendment by Two-Thirds Consent of Bondholders. This Ordinance and the rights 
and obligations of the City and of the holders and registered owners of the Bonds and coupons may be 
modified or amended at any time by ordinance supplemental hereto adopted by the City Council pursu- 
ant to the affirmative vote at a meeting of Bondholders, or with the written consent without a meeting, of 
the holders of 662/3% in principal amount of all of the Bonds then outstanding; no such modification or 
amendment shall extend the maturity of or reduce the interest rate on, or otherwise alter or impair the 
obligation of the City to pay the principal or interest or redemption premiums at the time and place and 
at the rate and in the currency provided therein of any Bond without the express consent of the holder or 
registered owner of such Bond, nor permit the creation by the City of any mortgage or pledge, or lien on 
the Airport, or upon any Revenues or other funds pledged or held hereunder, nor reduce the percentage 
of Bonds required for the affirmative vote or written consent to an amendment or modification, nor, 
without the written assent thereto, modify any of the rights or obligations of the Depositary, the Fiscal 
Agent or any Paying Agent at the time acting hereunder. 

Section 9.02. Bondholders' Meetings. The City Council may at any time call a meeting of the 
holders of Bonds. Every such meeting shall be held at such place in the City of Chicago, State of Illinois, 
as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place 
and time of the meeting and in general terms the business to be submitted, shall be given by the City Clerk 
to the Registration Agent who shall mail, postage prepaid, not less than thirty (30) days nor more than 
sixty (60) days before such meeting, (a) to each registered owner of Bonds then outstanding, at his 
address, if any, appearing upon the books of the Registration Agent, and (b) to each holder of any Bond 
payable to bearer who shall have filed with the Registration Agent an address for notices, and such notice 
shall be published by the City Clerk at least once a week for two (2) successive weeks in a daily news- 
paper published in the English language and having a general circulation in the City of Chicago, State of 
Illinois, and also by similar publication in a newspaper published in the City of New York, State of New 
York, the first such publication to be not less than thirty (30) nor more than sixty (60) days prior to the 
meeting; provided, however, that the mailing of such notice shall in no case be a condition precedent 
to the validity of any action taken at any such meeting. 

Section 9.03. Attendance in Person or by Proxy. Attendance and voting by Bondholders at such 
meeting may be in person or by proxy. Owners of Registered Bonds may, by an instrument in writing under 
their hands, appoint any person as their proxy to vote at any meeting for them. 

In order that holders of Bonds payable to bearer or their proxies may attend and vote without pro- 
ducing their Bonds, the City Council may make and from time to time vary such regulations as it shall think 
proper for the deposit of Bonds with, or exhibit of Bonds to, any banks, bankers, trust companies, members 
of the New York Stock Exchange or Midwest Stock Exchange or other depositaries wherever situated, and 
for the issue by them, to the persons depositing or exhibiting such Bonds, of certificates in form approved 
by the City Comptroller which shall constitute proof of ownership entitling the holders thereof to be 
present and vote at any such meeting and to appoint proxies to represent them and vote for them at any 
such meeting in the same way as if the persons so present and voting either personally or by proxy, were 
the actual bearers of the Bonds in respect of which such certificates shall have been issued and any regu- 
lations so made shall be binding and effective. Copies of such regulations shall be kept on file in the office 
of the City Comptroller in Chicago, Illinois. Officers or nominees of the City may be present or represented 
at such meeting and take part therein, but shall not be entitled to vote thereat. 

Any registered owner of Bonds or any holder of a certificate provided for in this Section 9.03 shall be 
entitled in person or by proxy to attend and vote at such meeting as holder of the Bonds registered or 
certified in his name, without producing such Bonds. All others seeking to attend or vote at such meeting 

39 



in person or by proxy must produce the Bonds claimed to be owned or represented at such meeting, and 
all persons seeking to attend or vote at such meeting in person or by proxy shall, if required, produce such 
further proof of Bond ownership or personal identity as shall be satisfactory to the City Comptroller. All 
proxies presented at any meeting shall be delivered to the Inspectors of Votes and filed with the City 
Comptroller. 

Section 9.04. Chairman. Persons named by the City Comptroller shall act as temporary Chair- 
man and Secretary of any meeting of Bondholders. A permanent Chairman and a permanent Secretary 
of such meeting shall be selected by the Bondholders and proxies present by a majority vote of the par 
value of Bonds represented. The permanent Chairman of the meeting shall appoint two Inspectors of 
Votes who shall count all votes cast at such meeting, except votes on the election of Chairman and Secre- 
tary as aforesaid, and who shall make and file with the Secretary of the meeting their verified written 
report in duplicate of all such votes so cast at said meeting. The ballots, if any, cast at the meeting shall 
not be attached to such election report, but shall be filed separately with the City Comptroller. 

Section 9.05. Quorum and Adjournments. The holders of not less than 66%% in principal amount 
of all Bonds outstanding constitute a quorum for the transaction of business. A majority of less than a 
quorum, however, shall have power to adjourn from time to time without any other notice than the 
announcement thereof at the meeting; provided, however, that if such meeting is adjourned by less than 
a quorum for more than thirty (30) days, notice thereof shall forthwith be mailed by the City Clerk at 
least seven (7) days prior to the adjourned date of the meeting in the manner provided in Section 9.02 
and such notice shall be published by the City Clerk in the manner provided at least once in each thirty 
(30) day period of such adjournment. The failure to mail such notice as aforesaid shall in no case affect 
the validity of any action taken at any meeting held pursuant to such adjournment. 

Section 9.06. Records of Bondholders' Meetings. A record, in duplicate, of the proceedings of each 
meeting of Bondholders shall be prepared by the permanent Secretary of the meeting and shall have 
attached thereto the original reports of the Inspectors of Votes and affidavits by a person or persons hav- 
ing knowledge of the facts, showing a copy of the notice of the meeting and setting forth the facts with 
respect to the mailing and publication thereof under the provisions of Section 9.02 and, in a proper 
case, under the provisions of Section 9.05. Such a record shall be signed and verified by the affidavits 
of the permanent Chairman and the permanent Secretary of the meeting, and shall be delivered to 
the City Comptroller. Any record so signed and verified shall be proof of the matters therein stated until 
the contrary is proved. A true copy of any resolution adopted by such meeting shall be furnished to and 
mailed by the Registration Agent to each registered owner of Bonds outstanding hereunder and to each 
holder of any such Bonds payable to bearer who shall have filed with the Registration Agent an address 
for notices (but failure so to mail copies of such resolution shall not affect the validity of such resolution) 
and notice of the fact of the adoption of such resolution (stating that a copy thereof is available for 
inspection at the office of the City Comptroller) shall be published by the City Comptroller at least once 
a week for two (2) successive weeks in a daily newspaper published in the English language and having 
a general circulation in the City of Chicago, State of Illinois, and also by like publication in a newspaper 
in the City of New York, State of New York, the first publication in each case to be made not more than 
ten (10) days after the date of the adoption of such resolution. Proof of such mailing and publication by 
the affidavit or affidavits of a person or persons having knowledge of the facts shall be filed with the City 
Comptroller. No such resolution adopted by such meeting shall be binding unless a valid ordinance of the 
City Council be passed containing the modifications or amendments authorized by the resolution adopted 
by such meeting. A copy of said ordinance of the City Council, certified by the City Clerk, or other duly 
authorized officer of the City Council, shall be filed with the Registration Agent. If such an ordinance 
of the City Council is adopted then the ordinance adopted by the City Council shall be deemed conclu- 
sively to be binding upon the City and the holders of all Bonds and coupons (except as otherwise herein- 
above specifically provided in this Article) at the expiration of sixty (60) days after such filing, except in 
the event of a final decree of a court of competent jurisdiction setting aside the resolution adopted by such 
meeting of Bondholders or annulling the action taken thereby in a legal action or equitable proceeding 
for such purpose commenced within such sixty (60) day period. Nothing in this Article contained shall 

40 



be deemed or construed to authorize or permit, by reason of any call of a meeting of Bondholders or of 
any right expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the 
exercise of any right or rights conferred upon or reserved to the Bondholders under any of the provisions 
of this Ordinance or of any ordinance amendatory hereof or supplemental hereto or of the Bonds issued 
hereunder. 

Section 9.07. Amendments by Written Consent of Bondholders. The City Council may at any time 
adopt a valid ordinance amending the provisions of the Bonds or of this Ordinance or of any ordinance 
amendatory hereof or supplemental hereto, or any two or more of the foregoing, to the extent that such 
an amendment is permitted by the provisions of Section 9.01, to take effect when and as provided in this 
Section 9.07. A copy of such ordinance, together with a request to Bondholders for their consent thereto, 
shall be mailed by the Registration Agent to Bondholders and notice of the adoption thereof shall be pub- 
lished in the manner provided in Section 9.06 for the mailing and publication referred to in that Section 
(but failure to mail copies of such ordinance and request shall not affect the validity of the ordinance 
when assented to as in this Section 9.07 provided) . Such ordinance shall not be effective unless and until 
there shall have been filed with the Registration Agent the written consents of the percentages of holders 
of outstanding Bonds specified in Section 9.01 and a notice shall have been published as hereinafter in 
this Section 9.07 provided. Each such consent shall be effective only if accompanied by proof of owner- 
ship of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 
9.03. Any such consent shall be binding upon the holder of the Bonds giving such consent and on any 
subsequent holder (whether or not such subsequent holder has notice thereof) unless such consent is 
revoked in writing by the holder giving such consent or a subsequent holder by filing such revocation 
with the Registration Agent prior to the first date when the notice hereinafter in this Section provided for 
has been published. After the holders of the required percentages of Bonds shall have filed their consents 
to the ordinance, the Registration Agent shall mail and publish a notice to the Bondholders in the manner 
provided in Section 9.06 for the mailing of the resolution adopted at a meeting of Bondholders and publi- 
cation of a notice of adoption thereof referred to in said Section (but failure to mail copies of said notice 
shall not affect the validity of the ordinance or consents thereto) stating in substance that the ordinance 
has been consented to by the holders of the required percentages of Bonds and will be effective as pro- 
vided in this Section 9.07. A Certificate of the Registration Agent reciting the compliance with the provi- 
sions of this Section 9.07 shall be filed with the City Comptroller and shall be proof of the matters therein 
stated until the contrary is proved, and the ordinance shall be deemed conclusively binding upon the City 
and the holders of all Bonds and coupons at the expiration of sixty (60) days after the filing with the 
City Comptroller of the Certificate as aforesaid, except in the event of a final decree of a court of compe- 
tent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose 
commenced within such sixty (60) day period. 

Section 9.08. Endorsement of Bonds. Bonds delivered after the effective date of any action taken 
as hereinabove provided may bear a notation by endorsement or otherwise in form approved by the City 
as to such action, and in that case upon demand of the holder of any Bond outstanding at such effective 
date and presentation of his Bond for the purpose at the office of the Registration Agent and at such 
additional offices as the City may select and designate for that purpose, a suitable notation shall be made 
on such Bond. If the City shall so determine, new Bonds so modified as to conform to such Bondholders' 
action shall be prepared, executed and delivered, and upon demand of the holder of any Bond then 
outstanding shall be exchanged in the City of Chicago, without cost to any Bondholder, for Bonds then 
outstanding, upon surrender of such Bonds with all unmatured coupons appertaining thereto. 

ARTICLE X 

Miscellaneous 

Section 10.01. Liability of City Limited to Revenues. Notwithstanding anything in this Ordinance 
or in the Bonds contained, the principal of or interest on any Bond issued pursuant to this Ordinance 
shall not constitute a debt, liability or obligation of the City within the meaning of any constitutional or 

41 



statutory limitation or provision; and each such Bond and interest thereon shall be payable exclusively 
from Net Revenues and shall be secured by the pledge of Net Revenues; and the City shall not be re- 
quired to advance any moneys derived from the proceeds of taxes collected in the City for the use and 
benefit of the City, or from any source of income other than Revenues, for any of the purposes in this 
Ordinance mentioned, whether for the payment of the principal of or interest on the Bonds or for the 
maintenance and operation of the Airport. 

Section 10.02. Benefits of Bondholders Limited to Parties. Nothing in this Ordinance, expressed 
or implied, is intended or shall be construed to confer upon, or to give to, any person, firm or corpora- 
tion other than the parties hereto and the holders and registered owners of the Bonds and of the coupons 
outstanding, any right, remedy or claim under or by reason of this Ordinance, and any covenants, stipula- 
tions, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the 
sole and exclusive benefit of the parties hereto, and of the holders of the Bonds and of the coupons 
outstanding. 

Section 10.03. Successor is Deemed Included in all References to Predecessor. Whenever in this 
Ordinance or any supplemental ordinance either the City or the Depositary or any Paying Agent, Reg- 
istration Agent or Fiscal Agent is named or referred to, such reference shall be deemed to include the 
successors or assigns thereof and all the covenants and agreements in this Ordinance contained by or on 
behalf of the City or by or on behalf of the Depositary or any such Agent shall bind and inure to the 
benefit of the respective successors and assigns thereof whether so expressed or not. 

Whenever in this Ordinance, or any supplemental ordinance, any official or department of the City 
is named or referred to, such reference shall be deemed to include any successor to whom the present 
duties with respect to the Airport of such official or department shall be transferred in whole or in part. 

Section 10.04. Discharge of Ordinance. If all of the outstanding Bonds shall have matured, or 
shall have been duly called for redemption and the redemption date thereof shall have arrived, and if the 
City shall have deposited with the Depositary in trust, funds pursuant to this Ordinance sufficient to pay 
and available for the payment of all amounts due on all Bonds then outstanding, including all prin- 
cipal, interest and redemption premiums, if any, then, notwithstanding that any Bonds or interest coupons 
shall not have been surrendered for payment, the pledge of the Revenues provided for in this Ordinance 
and all other obligations of the City under this Ordinance shall cease and terminate. 

Any such funds held by the Depositary or any Paying Agent or the Fiscal Agent which have not been 
disbursed in the payment of Bonds and interest as aforesaid during the period of ten years after the 
deposit referred to in the foregoing paragraph, shall be paid over to the City together with the schedule 
of the Bonds not paid or redeemed and thereupon the Depositary is relieved of any further duty in the 
premises. 

No Bond or appurtenant coupon shall, after the maturity thereof either according to its terms or 
through call of such Bond for earlier redemption, be deemed to be outstanding provided that moneys in 
the requisite amount for the payment thereof shall have been deposited with the Depositary or Paying 
Agent, as trust funds, and are available for payment of such Bond or coupon upon demand. After all Bonds 
and interest coupons have been paid the Revenues received from the operation of the Airport shall be 
used for the maintenance, operation, repair and development of the Airport. 

Section 10.05. Execution of Documents by Bondholders. Any request, declaration or other instru- 
ment which this Ordinance may require or permit to be signed and executed by Bondholders may be 
in one or more instruments of similar tenor, and shall be signed or executed by Bondholders in person or 
by their attorneys appointed in writing. 

Except as otherwise herein expressly provided, the fact and date of the execution by any Bondholder 
or his attorney of such request, declaration or other instrument of writing appointing such attorney may 
be proved by the certificate of any notary public or other officer authorized to take acknowledgments of 
deeds to be recorded in the State in which he purports to act, that the person signing such request, 

42 



declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit 
of a witness of such execution, duly sworn to before such notary public or other officer. 

Except as otherwise herein expressly provided in Article IX, the amount of Bonds transferable by 
delivery held by any person executing such request, declaration or other instrument or writing as a 
Bondholder, and the numbers thereof, and the date of his holding such Bonds, may be proved by a 
certificate, which need not be acknowledged or verified, satisfactory to the Depositary, executed by a trust 
company, bank, investment banker, dealer, broker, member of the New York Stock Exchange, member 
of the Midwest Stock Exchange or other depositary wherever situated, showing that at the date therein 
mentioned such person exhibited to or had on deposit with such depositary the Bonds described in such 
certificate. Continued ownership after the date of deposit stated in such certificate may be proved by the 
presentation of such certificate if the certificate contains a statement by the depositary that the Bonds 
therein referred to are in fact held on deposit by such depositary and will not be surrendered without the 
surrender of the certificate to such depositary, except with the consent of the Depositary. The Depositary 
may nevertheless in its discretion require further or other proof in cases where it deems the same desirable. 
The ownership of registered Bonds and the amount, maturity, number and date of holding the same shall 
be proved by the registry books. 

Any request, declaration or other instrument or writing of the owner of any Bond shall bind all 
future owners of such Bond in respect of anything done or suffered to be done by the City or by the 
Depositary hereunder in good faith and in accordance therewith. 

Section 10.06. Waiver of Personal Liability. No officer, agent or employee of the City or of any 
department, board or agency thereof, shall be individually or personally liable for the payment of the 
principal of or interest on the Bonds ; but nothing herein contained shall relieve any such officer, agent or 
employee from the performance of any official duty provided by law. 

Section 10.07. Official Publication. Any publication to be made under the provisions of this 
Ordinance in successive weeks may be made in each instance upon any business day of the week and need 
not be made on the same day of any succeeding week nor in the same newspaper for any or all of the 
successive publications, but may be made in different newspapers. 

Section 10.08. Partial Invalidity. If any one or more of the covenants or agreements, or portions 
thereof, provided in this Ordinance should be contrary to law, then such covenant or covenants, such 
agreement or agreements or such portions thereof, shall be null and void and shall be deemed separable 
from the remaining covenants and agreements or portions thereof and shall in no way affect the validity 
of this Ordinance or of the Bonds, and the duties or responsibilities and rights imposed upon or granted 
to any agent contrary to or in violation of any law shall be vested in the City Comptroller with like force 
and effect as if the City Comptroller had been named herein in the first instance in lieu of such agent; 
but the Bondholders shall retain all the rights and benefits accorded to them under the Law or any other 
applicable provisions of law. 

Section 10.09. Repeal of Inconsistent Ordinances. All other ordinances of the City Council, or 
parts of ordinances and resolutions, inconsistent with this Ordinance are hereby repealed to the extent of 
such inconsistency. 

Section 10.10. Publication and Effective Date of Ordinance. This Ordinance shall become 
effective upon passage and publication as by law provided. 



SUPPLEMENTAL ORDINANCE 



AN ORDINANCE approving the sale of $120,000,000 
Chicago-O'Hare International Airport Revenue Bonds, 
Series of 1959, of the City of Chicago, Illinois, fixing 
the interest rate therefor, specifying the maximum 
amount to be allocated each fiscal year to the Debt 
Service Reserve Account, and setting forth the amounts 
to be set aside and allocated in each fiscal year to the 
Sinking Fund Account. 



WHEREAS an Agreement was heretofore made and entered into by and between the City of 
Chicago, Cook County, Illinois, and Glore, Forgan & Co., Managing Underwriter, and A. C. Allyn 
and Company, Incorporated, Halsey, Stuart & Co. Inc., Harriman Ripley & Co., Incorporated, and 
Stifel, Nicolaus & Company, Incorporated, Co-Managing Underwriters (hereinafter referred to as the 
"Bankers"), and pursuant to the terms of said Agreement the City and the Bankers have cooperated 
in preparing the necessary plans, surveys, data, specifications, estimates of cost, and the necessary doc- 
uments for the issuance of $120,000,000 Chicago-O'Hare International Airport Revenue Bonds, Series 
of 1959, and the City Council on December 29, 1958, adopted an ordinance entitled "ORDINANCE 
authorizing the issuance of Chicago-O'Hare International Airport Revenue Bonds Series of 1959 
for the purpose of improving and extending said Airport and providing for payment of principal of 
and interest on said bonds" (hereinafter referred to as "The Bond Ordinance") ; and 

"WHEREAS in accordance with said Agreement between the City and the Bankers, hereinabove 
referred to, the Bankers have heretofore advised the City that the project is feasible, and accordingly 
they have organized a selected list of security dealers, national in scope, in an underwriting group, 
and have submitted to the City of Chicago a proposal, which is now before The City Council, for the 
purchase of said Revenue Bonds, which proposal is in the form of a Purchase Contract now before the 
City Council; and 

WHEREAS it is deemed advisable and in the best interests of the City of Chicago that said 
proposal and contract for the sale of said Bonds be accepted by the City; and 

WHEREAS pursuant to the provisions of Section 2.02 and subparagraphs Second and Third of 
paragraph (2) of Section 5.03 of The Bond Ordinance, the City of Chicago is required to adopt an 
ordinance approving the sale of the Bonds, fixing the interest rate the Bonds are to bear, specifying 
the maximum amount in each fiscal year to be allocated to the Debt Service Reserve Account, and 
setting forth the amounts to be allocated to the Sinking Fund Account; 

NOW, THEREFORE, Be it Ordained by the City Council of the City of Chicago; 



This ordinance is adopted in accordance with the provisions of Article II and Article 
V of The Bond Ordinance. 

Section 2. That the sale of the $120,000,000 Chicago-O'Hare International Airport Revenue 
Bonds, Series of 1959, at the price of 97.76% of the principal amount thereof plus accrued interest on 
the principal amount thereof, in accordance with the terms of the Purchase Contract therefor now 
before this City Council, in words and figures as follows, to wit : 



(Here there shall be inserted a full and complete copy of the Purchase Contract, together 
with all the Exhibits attached thereto.) 

be and is hereby approved, and the Mayor is authorized to execute the contract for the sale of said 
Bonds for and on behalf of the City, and the City Clerk is hereby authorized to attest thereto his 
signature and the seal of said City. 

Section 3. That the form of the Official Statement dated February 16, 1959, of the City relating 
to the Bonds, in the form attached to the Purchase Contract referred to in Section 2 hereof and 
marked "Schedule II," is hereby approved and the Mayor is hereby authorized in the name of and 
for and on behalf of the City to execute and deliver the same. 

Section 4. That all the terms which are defined in Article I of The Bond Ordinance shall have 
the same respective meanings in this ordinance as assigned thereto in Article I of The Bond Ordinance. 

Section 5. Said Bonds shall bear interest from January 1, 1959, at the rate of four and three- 
quarters per cent (4%%) per annum, payable on the first day of July, 1959, and semiannually 
thereafter on the first days of January and July in each year. 

Section 6. Commencing January 1, 1962, the City Comptroller shall from time to time direct the 
Depositary to allocate to the Debt Service Reserve Account all available revenues after having allocated 
the required amounts to Operation and Maintenance Expenses and the Interest Account for each fiscal 
year, until there shall have beeen allocated to the Debt Service Reserve Account an amount equal to two 
years' interest requirements on all Bonds outstanding; provided, however, the maximum allocation to 
the Debt Service Reserve Account in any fiscal year shall not exceed the sum of $3,279,000. 

Section 7. Starting January 1, 1965, the City Comptroller shall from time to time direct the 
Depositary to allocate to the Sinking Fund Account, until there shall have been allocated to the 
Sinking Fund Account in each fiscal year amounts sufficient to retire a principal amount of said 
$120,000,000 Chicago-0 'Hare International Airport Revenue Bonds, Series of 1959, by January 1 of 
the succeeding fiscal year, in accordance with the following schedule : 



Fiscal 


Principal Amount of 


Fiscal 


Principal Amount of 


Year 


Bonds to be Retired 


Year 

1982 


Bonds to be Retired 


1965 


$1,483,000 


$3,263,000 


1966 


1,553,000 


1983 


3,418,000 


1967 


1,627,000 


1984 


3,581,000 


1968 


1,704,000 


1985 


3,751,000 


1969 


1,785,000 


1986 


3,929,000 


1970 


1,870,000 


1987 


4,116,000 


1971 


1,959,000 


1988 


4,311,000 


1972 


2,052,000 


1989 


4,516,000 


1973 


2,149,000 


1990 


4,730,000 


1974 


2,251,000 


1991 


4,955,000 


1975 


2,358,000 


1992 


5,191,000 


1976 


2,470,000 


1993 


5,437,000 


1977 


2,588,000 


1994 


5,695,000 


1978 


2,711,000 


1995 


5,966,000 


1979 


2,839,000 


1996..... 


6,249,000 


1980 


2,974,000 


1997 


6,546,000 


1981 


3,116,000 


1998 


6,857,000 



Section 8. That there is hereby ordered and directed to be executed the Bonds in the aggregate 
principal amount of $120,000,000, as authorized by The Bond Ordinance, and bearing interest at the 
rate provided by this ordinance. 



Section 9. When the Purchase Contract shall have been executed and delivered, the City Comp- 
troller is hereby ordered and directed to deliver the Bonds to or upon the order of Glore, Forgan 
& Co., Manager, upon payment of the purchase price including accrued interest to the City Treasurer, 
in accordance with the terms of the Purchase Contract. 

Section 10. The Mayor, City Comptroller, Corporation Counsel, City Treasurer, Commissioner 
of Public Works, Commissioner of Aviation and City Clerk be and are hereby authorized and 
empowered for and on behalf of the City to execute and deliver any and all other documents, papers 
or instruments, and to do or cause to be done all such acts and things that they may deem necessary 
or desirable in connection with the Purchase Contract, the Bonds, The Bond Ordinance or this 
ordinance. 

Section 11. That this ordinance shall be in full force and effect immediately upon its passage. 
ADOPTED February 16, 1959. 



AIRPORT USE AGREEMENT 



Airport Use Agreement 



THIS AGREEMENT, made and entered into as of this 1st day of January, 1959, by and between 
the City of Chicago, a municipal corporation of the State of Illinois (hereinafter referred to as "City") 

and , 

a corporation organized and existing under and by virtue of the laws of the State of 

(hereinafter referred to as "Airline"), 

WITNESSETH: 

WHEREAS, City owns and operates the airport known as Chicago-O'Hare International Airport 
(a plat of said Airport being attached hereto marked Exhibit "A" and made a part hereof) situated 
in the County of Cook and the County of DuPage, State of Illinois (hereinafter, together with any 
additions thereto or enlargements thereof, whether or not made with corporate funds of City, Government 
Grants in Aid, Approved Revenue Bonds, as such terms are hereinafter defined, or any other funds of any 
nature whatsoever, referred to as the "Airport"), with the power to grant rights and privileges with respect 
thereto, as hereinafter provided ; and 

WHEREAS, Airline is engaged in the business of transporting persons, property, cargo and mail, 
or one or more thereof, by aircraft (hereinafter referred to as "air transportation") and desires to obtain 
certain rights and privileges with respect to the Airport, upon the terms and conditions hereinafter pro- 
vided; and 

WHEREAS, City is willing to grant to Airline such rights and privileges upon the terms and condi- 
tions hereinafter provided; and 

WHEREAS, contemporaneously with the execution hereof, City and Airline have, among other things, 
entered into a Lease Agreement covering the use by Airline of certain space and facilities in and adjoining 
the passenger terminal facilities at the Airport; and 

WHEREAS, the City has adopted an ordinance providing for the issuance of revenue bonds, the 
proceeds of which bond issue are to be used for the construction of buildings, structures and facilities at 
the Airport according to the plans and specifications prepared by Naess & Murphy, Architects, and on file 
in the Office of the Clerk of City; 

NOW, THEREFORE, for and in consideration of the premises (which are incorporated into the 
body of this Agreement as fully as if they were set forth therein) and of the mutual covenants and 
agreements herein contained and other valuable considerations, City does hereby grant unto Airline, and 
Airline does hereby hire and take from City, rights and privileges hereinafter described in connection with 
and upon the Airport. 

ARTICLE I 
Grant of Rights 

Airline shall have the right and privilege to operate at the Airport an air transportation system, 
which right and privilege shall, subject to rules and regulations promulgated by City in accordance 
with Article VIII hereof and to the payment of fees and charges hereinafter provided, include the use, 
in common with others authorized by City so to use, of the following areas and facilities now or hereafter 
provided at or adjacent to the Airport and available for common use: 

(a) landing and take-off areas (including runways and landing strips) for aircraft; 

(b) taxiway areas for aircraft; 

(c) passenger and cargo ramp areas and facilities; 

(d) aircraft parking areas and facilities; 

(e) facilities for the purpose of controlling or assisting landings, take-offs and other movement 
of aircraft using the Airport, including, without limitation, control towers, floodlights, landing 



lights, beacons, signals, radio aids and all other conveniences and aids to operation, navigation 
or ground control of aircraft. 

Such use by Airline includes the exercise of any and all of the following rights, subject to rules and 
regulations promulgated by City in accordance with Article VIII hereof: 

(a) the right to land, take-off, fly and move aircraft operated by Airline; 

(b) the right on the passenger and cargo ramp areas as designated from time to time by City as avail- 
able for common use, to load and unload persons, property, cargo and mail upon or from aircraft 
operated by it or by any other scheduled air transportation company, by such means as may be 
reasonably necessary or convenient; provided, however, that Airline may not load or unload 
exclusive freight or cargo flights on the passenger ramp areas adjacent to the passenger terminal 
facilities at the Airport, and City agrees that it will not permit any other aircraft operator to 
load or unload exclusive cargo or freight flights on such passenger ramp areas; 

(c) the right on the passenger and cargo ramp areas designated from time to time by City as available 
for common use, to service aircraft and other equipment operated by Airline or by any other 
scheduled air transportation company, with gasoline, oil, greases, lubricants and other fuel or 
propellant, and with foods and beverages and other supplies and materials, by such means as may 
be reasonably necessary or proper; 

(d) the right on the passenger and cargo ramp areas designated from time to time by City as available 
for common use, to repair, condition, maintain, test and park aircraft and other equipment 
operated by Airline or by any other scheduled air transportation company; provided, however, 
such repair, conditioning, maintenance and testing shall be limited to those activities at the time 
commonly considered routine ramp servicing (which term shall include the activities referred to 
in subparagraph (c) above) ; and provided further, parking of aircraft on such areas may be 
limited as provided in Article III hereof; 

(e) the right to park aircraft on aircraft parking areas designated from time to time by City as avail- 
able for common use; provided, however, parking of aircraft on such areas may be limited, as 
provided in Article III hereof; 

(f) the right to train personnel in its employ or under its direction; provided, however, that all 
flight training shall be subject to such limitations as the Commissioner of Aviation may from 
time to time reasonably prescribe; 

(g) the right to sell, dispose of or exchange its aircraft, engines, accessories, gasoline, oil, greases, 
lubricants, other fuel or propellant, other equipment or supplies, and any articles or goods used 
by or acquired for use by Airline in connection with its conduct of air transportation; provided, 
however, that Airline shall not sell, dispose of or exchange any such items to others than its 
employees or scheduled air transportation operators, unless such items represent surplus items at 
the time no longer reasonably necessary in connection with the conduct by Airline of its air 
transportation business; and provided further, that Airline shall not sell, dispose of or exchange 
gasoline, oil, greases, lubricants, fuel or propellants, except to a subsidiary or affiliated company 
or to other scheduled air transportation companies; 

(h) the right to operate and maintain such mobile communications equipment as may be reason- 
ably necessary or convenient for its operations; provided, the exercise of such right does not 
interfere with the City's operation of the Airport for the benefit of all aircraft using the Airport ; 

(i) the right to purchase or otherwise obtain and use personal property of any nature (including 
aircraft, engines, accessories, gasoline, oil, greases, lubricants, other fuel or propellant, food, bev- 
erages, other equipment and supplies and any articles or goods) reasonably necessary or convenient 
for its operations from any supplier of its choice; and 

(j) the right to conduct operations or activities other than those enumerated in subparagraphs 
(a) to (i), inclusive, of this paragraph, reasonably related to the landing, take-off, flying, move- 



ment, loading, unloading or ramp servicing of aircraft, which are reasonably necessary or 
convenient to the conduct by it of air transportation; provided, however, that all such operations 
and activities shall be subject to the approval of the Commissioner of Aviation, provided further, 
the exercise of such right does not interfere with City's operation of the Airport for the benefit 
of all aircraft using the Airport. 

Provided, however, that the rights conferred under this Article I shall not be construed to authorize the 
conduct by Airline of any business separate from its operation of an air transportation system ; and further 
provided, that the rights conferred under this Article I may be exercised by Airline alone or in conjunction 
with any other Airline Parties, directly or through another designated by it or them, excepting that the 
rights conferred by subparagraph (c) above to service aircraft and other equipment with gasoline, oil, 
greases, lubricants and other fuel or propellant may be exercised by Airline in conjunction with any other 
Airline Parties, either directly or through another designated by them, only with respect to aircraft and other 
equipment operated by Airline Parties. 

Airline shall have the right and privilege to install and maintain and operate at such location on 
the Airport as may be approved by the Commissioner of Aviation, communication, meteorological and 
aerial navigation equipment and facilities as may be reasonably necessary or convenient to the conduct 
by it of air transportation, provided the exercise of such right and privilege does not interfere with City's 
operation of Airport for the benefit of all aircraft using the Airport. 

Subject to rules and regulations promulgated by City in accordance with Article VIII hereof, Airline 
shall have the right and privilege over the Airport of ingress to and egress from (but not any other use of, 
except as authorized in this Agreement or in any other agreement between City and Airline) the areas and 
facilities described in this Article I for its employees, agents, passengers, guests, patrons and invitees, its or 
their suppliers of materials and furnishers of service, its or their equipment, vehicles, machinery and other 
property and except as in this Agreement or in any other agreement between City and Airline otherwise 
specifically provided, no charges, fees or tolls of any nature, direct or indirect, shall be imposed by City 
upon Airline, its employees, agents, passengers, guests, patrons and invitees, its or their suppliers of 
materials and furnishers of service for such right of ingress and egress, or for the privilege of purchasing, 
selling or using any materials or services purchased or otherwise obtained by Airline, as provided in 
subparagraphs (g) and (i) of this Section, or transporting, loading, unloading or handling persons, prop- 
erty, cargo or mail in connection with Airline's business or exercising any right or privilege granted by 
City hereunder. The foregoing shall not preclude City or its concessionaires from making and collecting 
a charge for the use of public automobile parking areas, sightseeing facilities or ground transportation to 
and from the Airport or preclude City from imposing any tax or permit or license fee not inconsistent 
with the rights and privileges granted to Airline hereunder. 

This grant is not to be construed as a lease of any space in any passenger terminal building, any 
adjacent ramp area leased by City to any air transportation company or other person, firm or corporation, 
any hangar, any air cargo building, any fueling system or any other building constructed or to be con- 
structed by City at the Airport. Any ramp area at the Airport leased by City to one or more air trans- 
portation companies, persons, firms or corporations shall not be considered to be a public ramp area or a 
ramp area available for common use. 

ARTICLE II 

Flight Fees for Landing of Aircraft 

Section 2.01. Flight Fees for landing of aircraft. In connection with each fee landing at the Air- 
port of each aircraft operated by it, Airline shall pay to City a fee (hereinafter called "Flight Fee") 
determined as hereinafter provided. 

Each separate landing at the Airport of an aircraft (whether in connection with a revenue or a 
non-revenue flight) operated by Airline or others, shall be a "fee landing", except that a "fee landing" 
shall not include the following: 



u 



■J 



(a) any landing at the Airport of an aircraft which shall have taken off from the Airport and, with- 
out making a stop at any other airport, returns to and lands at the Airport because of meteoro- 
logical conditions, mechanical or operating causes, or any similar emergency or precautionary 
reason ; 

(b) any landing at the Airport of an aircraft returning to the Airport on a non- revenue flight from 
the Chicago Municipal Airport, known as Midway Airport, provided each such aircraft shall 
have taken off from the Airport on a non-revenue flight to Midway Airport without in either 
case making a stop at any other airport; 

(c) any touch-and-go and similar operation in which an aircraft comes in contact with a runway 
at the Airport and without coming to a stop thereafter resumes flight by leaving the ground 
from the same runway and in the same direction; 

(d) any landing of aircraft operated by the United States Government or the Illinois National 
Guard if and to the extent the lease entered into between City and the United States Govern- 
ment, dated May 16, 1958, relating to the Airport shall remain in effect and under the terms and 
conditions thereof, such landing is to be without charge, or if and to the extent that under the 
terms and conditions of assurances pursuant to the Federal Airport Act, or any other prior 
or future Acts of Congress or of the General Assembly of the State of Illinois that may provide 
for Grants in Aid of airport development, such landing is to be without charge; or 

(e) any landing at the Airport of helicopter aircraft operated in local service between the Airport and 
any point within a radius of fifty (50) miles from the Airport. 

Section 2.02. Flight Fee rate after December 31, 1958 and while any Approved Revenue Bonds are 
outstanding. During the fiscal year commencing January 1, 1959 and during each fiscal year thereafter, 
but only so long as any Approved Revenue Bonds are outstanding, the Flight Fee payable in connection 
with each fee landing at the Airport of an aircraft operated by Airline shall be such amount (computed to 
the nearest 1/1 0th of a cent) per each one thousand pounds (1,000 lbs.) of the approved maximum landing 
weight of such aircraft as equals the quotient obtained by dividing (a) the Flight Fee Revenue Require- 
ments for the fiscal year in which such fee landing occurs by (b) the number of thousands of pounds of 
the aggregate approved maximum landing weight of all aircraft operated by all Airline Parties and landed 
in fee landings at the Airport during such year, both as estimated by the Airport Consultant. So long as 
any Approved Revenue Bonds are outstanding, the Airport Consultant shall, prior to January 1 and July 1 
of each year, commencing January 1, 1959, furnish an estimate of Flight Fee Revenue Requirements for 
such year and of the number of thousands of pounds of the aggregate approved maximum landing weight 
of all aircraft operated by all Airline Parties to be landed in fee landings at the Airport during such year 
and during the six-month periods commencing such January 1 or July 1, respectively, and shall recommend, 
based on such estimate, the Flight Fee rate for fee landings at the Airport during each such six-month 
period of aircraft operated by Airline Parties. The Airport Consultant in making any estimate of Flight 
Fee Revenue Requirements for any fiscal year at any time after the Budget, referred to in the Revenue 
Bond Ordinance, for such fiscal year shall have been adopted, shall use budgeted amounts wherever 
applicable, and insofar as such estimate involves any deferred income properly allocable to such year on 
account of the results of the next preceding fiscal year, any such estimate made after the filing of the 
audited statement, referred to in Section 6.08 of the Revenue Bond Ordinance, for such next preceding 
year shall take into account the amount shown as such deferred income in such audited statement. The 
Flight Fee rate for such fee landings shall be established (including, if required, any revision thereof as of 
July 1 of any year) according to such recommendation of the Airport Consultant. 

Notwithstanding the foregoing provisions of this Section 2.02, in the event the effective date of this 
Agreement shall be subsequent to January 1, 1959, then the Flight Fee rate in effect immediately prior 
thereto shall continue in effect until a revised rate is established in accordance with the provisions of this 
Section 2.02. Promptly after such effective date, the Airport Consultant shall recommend whether or not 
a revised Flight Fee rate should be established for fee landings at the Airport for the period commencing 
as early as practicable following such effective date and ending on the next succeeding June 30 or December 



31, as the case may be, and if such a revised rate is recommended, the date on which it should be placed 
in effect. Such recommendation shall be based on an estimate of the same character as that referred to in 
the preceding paragraph, which estimate, however, shall take into account the estimated expenses, and the 
estimated Revenues to be produced from the Flight Fee rate in effect during the period prior to the date 
on which any revised Flight Fee rate is recommended to be placed in effect. A Flight Fee rate shall be 
established in accordance with any such recommendation of the Airport Consultant. 

Section 2.03. Deficiency in Flight Fees while any Approved Revenue Bonds are outstanding. In 
the event that in any fiscal year, beginning with the fiscal year commencing January 1, 1959, in which any 
Approved Revenue Bonds are outstanding, the Revenues under the Revenue Bond Ordinance for such 
fiscal year (excluding, however, any Flight Fee deficiency for such fiscal year) shall be less than the amount 
of Airport Expense for such fiscal year (such deficiency being herein referred to as the "Flight Fee 
deficiency"), then Airline shall pay to City the Airline's pro rata share of the Flight Fee deficiency for 
such year. Airline's pro rata share of a Flight Fee deficiency for any fiscal year shall be such amount as 
bears the same proportion to the amount of such deficiency as the number of thousands of pounds of the 
aggregate approved maximum landing weight of all aircraft operated by Airline and landed in fee landings 
at the Airport during such year bears to the number of thousands of pounds of the aggregate approved 
maximum landing weight of all aircraft operated by all Airline Parties and landed in fee landings at the 
Airport during such year. The City Comptroller shall, promptly, but not later than January 15, after 
the end of each such fiscal year, furnish to Airline an estimate of the Revenues under the Revenue Bond 
Ordinance and Airport Expense for such year, including an estimate as to whether or not any Flight Fee 
deficiency exists for such year, and Airline shall pay its pro rata share of any Flight Fee deficiency for such 
year shown by such estimate. In the event the Flight Fee deficiency for any fiscal year shown in the audited 
statement, referred to in Section 6.08 of the Revenue Bond Ordinance, for such year, shall exceed the 
Flight Fee deficiency for such year shown in the above-mentioned estimate of the City Comptroller for 
such year, then Airline shall pay its pro rata share of such excess, and in the event such audited statement 
for any fiscal year shall show a Flight Fee deficiency for such year, but no Flight Fee deficiency for such 
year shall have been shown in the above-mentioned estimate of the City Comptroller for such year, then 
Airline shall pay its pro rata share of the Flight Fee deficiency shown in such audited statement. 

Section 2.04. Flight Fee rate after effective date of Agreement and when no Approved Revenue 
Bonds are outstanding. At any time after the effective date of this Agreement when no Approved Revenue 
Bonds are outstanding, the Flight Fee payable in connection with each fee landing at the Airport of an 
aircraft operated by Airline during each twelve-month period (or portion thereof during which no 
Approved Revenue Bonds are outstanding) commencing July 1 shall be such amount (computed to the 
nearest 1/1 0th of a cent) per each one thousand pounds (1,000 lbs.) of the approved maximum landing 
weight of such aircraft, as equals the quotient obtained by dividing (a) the Adjusted Net Airport Expense 
for the fiscal year next preceding the commencement of such twelve-month period by (b) the number of 
thousands of pounds of the aggregate approved maximum landing weight of all aircraft operated by all 
Airline Parties and landed in fee landings at the Airport during such preceding fiscal year. 

Section 2.05. Minimum Flight Fee. Notwithstanding the foregoing provisions, the Flight Fee 
payable in connection with each fee landing at the Airport of an aircraft operated by Airline shall at no 
time be less than a minimum of Six Cents ($0.06) per each one thousand pounds (1,000 lbs.) of the 
approved maximum landing weight of such aircraft. 

Section 2.06. Definitions. Article XV hereof defines various terms used in this Article II. 

ARTICLE III 

Aircraft Parking Fees 
In the event Airline shall park its passenger aircraft in any public passenger ramp area at the Air- 
port for a period of more than forty-five (45) minutes, then at the discretion of City, removal of such 
aircraft may be directed by it and if upon the lapse of a fifteen (15) minute period after such direc- 
tion, Airline shall fail to so remove its aircraft, it shall pay to City a fee of Five Dollars ($5.00) for each 



thirty (30) minutes or fraction thereof that such aircraft remains in such public passenger ramp area after 
such fifteen (15) minute period. In the event Airline shall park its cargo aircraft in any public cargo ramp 
area for a period of one hundred twenty (120) minutes, then at the discretion of City, removal of such air- 
craft may be directed by it and if upon the lapse of a fifteen (15) minute period after such direction, Airline 
shall fail to so remove such aircraft, it shall pay City a fee of Five Dollars ($5.00) for each thirty (30) 
minutes or fraction thereof that such aircraft remains in such public cargo ramp area after such fifteen 
(15) minute period. 

City may charge Airline fees of not more than Ten Dollars ($10.00) for each twenty-four (24) hours 
or fraction thereof in excess of a free period of twenty-four (24) hours for the parking of its aircraft in 
public aircraft parking areas. 

ARTICLE IV 

Payment of Fees 

City shall, within fifteen (15) days following the end of each calendar month, furnish to Airline a 
statement setting forth the amount of any Flight Fees and Aircraft Parking Fees payable by Airline here- 
under for such month. The amount of any Flight Fees and Aircraft Parking Fees payable by Airline 
hereunder for any calendar month shall be due and payable by it on the last day of the next succeeding 
calendar month. 

City shall, as promptly as practicable, furnish to Airline a statement setting forth any amount payable 
by Airline pursuant to Section 2.03 hereof as Airline's pro rata share of any Flight Fee deficiency and such 
amount payable by Airline shall be due and payable by it within twenty (20) days after such statement is 
mailed or otherwise delivered by City. 

All amounts payable by Airline hereunder shall be paid to City at the office of the City Comptroller 
of City and any amount payable by Airline hereunder which is not paid when due shall bear interest at 
the rate of seven per cent (7%) per annum from the due date thereof until paid. 

The payment by Airline to City of any amount thereunder and the acceptance thereof by City, shall 
not preclude either Airline or City from questioning, within a period of eighteen (18) months from the 
date of such payment by Airline, the accuracy of any statement on the basis of which such payment was 
made, or preclude City from making, within such period, any claim against Airline for any additional 
amount payable by Airline hereunder, or preclude Airline from making, within such period, any claim 
against City for credit for any excess amount paid by Airline hereunder. 

Under the Lease of Terminal Facilities contemporaneously entered into between City and Airline, 
City has leased to Airline certain passenger ramp areas at the Airport and Airline has agreed to pay certain 
rentals therefor. It is recognized that rental payable by Airline to City for such areas is the equivalent of 
a commitment of payment by Airline of a minimum amount of Flight Fees under this Agreement, as pro- 
vided in Section 4.02 of such Lease of Terminal Facilities. Accordingly, notwithstanding any other provision 
of this Agreement, any amount payable by Airline to City, pursuant to Section 4.02 of such Lease of 
Terminal Facilities, as rental for any calendar month for passenger ramp areas at the Airport leased to 
Airline shall be applied against the amount of Flight Fees otherwise payable by Airline to City hereunder 
for fee landings at the Airport of aircraft operated by Airline during the same calendar month or during 
any subsequent calendar month in the same fiscal year, and any amount of such rental so applied shall, to 
the extent so applied, be deemed the payment by Airline to City of a like amount of Flight Fees hereunder. 

At the end of each fiscal year, and prior to the computation of any Flight Fee deficiency for such 
fiscal year as provided by Section 2.03 hereof, to the extent that the sum of 

(a) Flight Fees payable by Airline for fee landings at the Airport during such fiscal year against 
which rentals for such passenger ramp areas have not been applied, and 

(b) Rentals payable by Airline for such fiscal year for such passenger ramp areas, 



Ks 



exceed the higher of total Flight Fees payable by Airline for fee landings at the Airport during such fiscal 
year, or the total rentals payable by Airline for such fiscal year for such passenger ramp areas, then the 
excess shall be available to Airline for application by it against any amount payable by Airline to City 
under this Agreement during the following fiscal year. 

ARTICLE V 

Term of Agreement 

Section 5.01. Term. The term of this Agreement shall be for a period of forty (40) years com- 
mencing on the date set forth in the first line of this Agreement. 

Section 5.02. Covenant to use Airport. Airline covenants and agrees with City that subject to 
such orders, rules and regulations as may be promulgated from time to time by the Federal Government 
or any agency thereof, it will during each fiscal year any Approved Revenue Bonds are outstanding, 
use the Airport and provide for fee landings of its aircraft at the Airport; provided, however, that if 
Airline does not now have terminal building space at the Airport, the above covenant shall be applicable 
to Airline from and after such time as adequate terminal building space (or adequate cargo building 
space, if Airline is not certificated as a scheduled passenger carrier) is made available to it at the Airport. 

ARTICLE VI 

Construction, Maintenance and Repair by Airline 

Section 6.01. Construction, maintenance and repair by Airline. Airline may either alone, or jointly 
with any one or more other Airline Parties, construct or install such communication, meteorological and 
aerial navigation equipment as may be reasonably necessary or convenient to the conduct by Airline of 
air transportation, and such conduits, pits, covered trenches, ducts and other facilities, as may be reason- 
ably necessary or convenient for power, light and communication purposes or for use in connection with 
the handling and servicing of aircraft, all as may be approved by the Commissioner of Aviation. 

All such construction or installation by Airline shall be made in accordance with applicable laws 
and ordinances and after obtaining any requisite building or construction licenses or permits. Plans 
and specifications of any such proposed construction or installation (including any substantial altera- 
tion or addition thereto) shall be submitted to and receive the approval of the Commissioner of Public 
Works prior to the commencement of construction or installation. Any structures, facilities and 
additions so constructed or installed by Airline shall be kept and maintained by it in good condition and 
repair. No restrictions, however, shall be placed upon Airline as to the architects, builders or contractors 
who may be employed by it in connection with any construction, installation, alteration, repair or 
maintenance of any such structures, facilities or additions. 

Section 6.02. Performance by City upon failure of Airline to maintain. In the event Airline fails 
to perform for a period of thirty (30) days after notice from City so to do, any obligation required by 
this Article VI to be performed by Airline, City may do all things necessary to perform such obligation, 
charging the cost and expense thereof to Airline, and Airline agrees to pay City all such costs and ex- 
penses in addition to any other amounts payable by Airline hereunder; provided, however, that if 
Airline's failure to perform any such obligation endangers the safety of the public or of employees of 
City, and City so states in its notice to Airline, City may perform such obligation of Airline at any time 
after giving of such notice and charge to Airline, and Airline shall pay, as aforesaid, the cost and ex- 
pense of said performance. 

ARTICLE VII 

Maintenance and Operation by City 

Section 7.01. Maintenance and operation of Airport. City shall operate, maintain and keep in 
good repair the areas and facilities described in Article I hereof, excepting any structures or facilities 



constructed or installed by Airline pursuant to Article VI hereof. City shall keep the Airport free from 
obstruction, including the removal of snow, vegetation, stones and other foreign matter, as reasonably 
as may be done, from landing, take-off, public ramp, and public parking areas. 

City shall operate and maintain the Airport in all respects in a manner consistent with that of a 
reasonably prudent operator of an airport and in accordance with standards and ratings for airports of 
similar size and character issued by the Civil Aeronautics Administration and with the rules and regu- 
lations of the Civil Aeronautics Administration and any other governmental agency having jurisdiction 
thereof. City shall operate the Airport in a manner so as to produce, subject to the provisions of this 
Agreement, revenues from the Airport of a nature and amount which would be produced by a reasonably 
prudent operator of an airport. 

In the event any operator selected by City for the purpose of providing transportation service to 
J and from the Airport of passengers and their baggage shall not furnish such transportation in a satis- 
factory and efficient manner, City shall, upon request of thg_ Airlines Representative , use its best efforts 
to correct such situation, including, if required, the selection of another operator if City has authority 
to do so under the terms of the applicable concession agreement, to the end that such transportation 
service is performed in a satisfactory and efficient manner. 

City shall supply adequate lighting for the Airport, including adequate landing lights, floodlights, 
beacons and other field lighting. 

City shall use its best efforts to keep the Airport open and in operation for landings and take-offs of 
aircraft of any type using facilities similar to those at the Airport. 

City shall maintain order at the Airport. 

Section 7.02. Enjoyment of Rights and Privileges. City agrees that Airline, performing its obliga- 
tions hereunder, shall be entitled to and shall have the enjoyment of the rights and privileges granted to it 
hereunder, subject to the provisions hereof. 

Section 7.03. Performance by Airline upon failure of City to maintain and operate. In the event 
City fails to perform, for a period of thirty (30) days after notice from Airline so to do, any obligation 
required by this Article VII to be performed by City, Airline may perform, by itself or jointly with any 
other Airline Parties, such obligation of City and bill City for the cost to Airline of such performance, 
but Airline shall not deduct any such cost from any amounts due hereunder or under any other agreement 
between Airline and City relating to the Airport unless at the time there are no Approved Revenue Bonds 
outstanding; provided, however, that if City's failure to perform any such obligation endangers the safety 
of Airline's operation at the Airport and Airline so states in its notice to City, Airline may perform, by 
itself or jointly with any other Airline Parties, such obligation of City at any time after the giving of such 
notice and bill City for its cost of such performance, but Airline shall not deduct any such cost from any 
amounts due hereunder or under any other agreement between Airline and City relating to the Airport 
unless at the time there are no Approved Revenue Bonds outstanding. City, however, shall not be liable 
to Airline for any loss of revenues to Airline resulting from any of City's acts, omissions or neglect in the 
maintenance and operation or otherwise by it of the Airport or any facilities now or hereafter connected 
therewith. 

ARTICLE VIII 

Rules and Regulations 

Airline shall observe and obey all rules and regulations governing the conduct and operation of 
the Airport, promulgated from time to time by City, which are reasonably required for the prudent 
and efficient operation of the Airport and are not inconsistent with the reasonable exercise by Airline 
of any right or privilege granted to it hereunder or under any other agreement between Airline and 
City relating to the Airport or any part thereof, nor inconsistent with safety nor with the rules and 
regulations of any Federal or State agency having jurisdiction with respect thereto, nor inconsistent with 

8 






the procedures prescribed or approved from time to time by the Civil Aeronautics Administration or any 
other governmental authority having jurisdiction over flight operations at the Airport. 

City shall keep Airline supplied with five (5) sets of City's current Airport rules and regulations 
applicable to Airline. Except in cases of emergency, no such rule or regulation shall be applicable to 
Airline unless it has been given fifteen (15) days notice of the adoption thereof. 

City, however, shall have no control over the rates, fares or charges that Airline may prescribe in 
connection with its conduct of an air transportation business. 

ARTICLE IX 

Exercise by City of Governmental Functions 

Nothing contained herein shall impair the right of City in the exercise of its governmental func- 
tions to require Airline to pay any tax or inspection fees or to procure necessary permits or licenses, 
provided such requirement is not inconsistent with the rights and privileges granted to Airline hereunder. 

Nothing contained herein shall be deemed to be the grant of any franchise, license, permit or con- 
sent to Airline to operate motor coaches, buses, taxicabs or other vehicles carrying passengers or prop- 
erty for hire or other consideration over the public ways to and from the Airport. 

ARTICLE X 

Indemnity and Insurance 

Airline agrees to indemnify and hold City harmless from and against all liabilities, judgments, 
costs, damages and expenses which may accrue against, be charged to or recovered from City by 
reason or on account of damage to the property of City or the property of, injury to or death of any 
person, arising from Airline's use and occupancy of and operations at the Airport, including acts of 
its agents, contractors and subcontractors, except when caused by City's sole negligence or by the 
joint negligence of City and any person other than Airline, its agents, contractors and subcontractors; 
provided that City shall give Airline prompt and timely notice of any claim made or suit instituted 
which, in any way, affects Airline or its insurer, and Airline or its insurer shall have the right to com- 
promise and defend the same to the extent of their own interests. Any final judgment rendered against 
City for any cause for which Airline is liable hereunder shall be conclusive against Airline as to lia- 
bility and amount. 

Airline shall, at its own expense, keep in force insurance of the following types and in not less 
than the following amounts, issued by a company or companies of sound and adequate financial 
responsibility, insuring Airline and City against all liabilities for accidents arising out of or in connection 
with Airline's use and occupancy of and operations at the Airport, except when caused by City's 
negligence alone or jointly with any person other than Airline, its agents, contractors and subcontractors, 
and shall furnish to City certificates evidencing such insurance, naming City as an additional assured there- 
under, subject to the limitations set forth above in respect of City's negligence, to-wit: 

Aircraft Public Liability Insurance $ 100,000 per person 

$1,000,000 per accident 

Aircraft Property Damage Insurance $ 200,000 per accident 

Comprehensive Public Liability Insurance $ 100,000 per person 

$ 250,000 per accident 

Comprehensive Property Damage Insurance $ 100,000 per accident 

If pursuant to any other agreement between Airline and City, Airline is complying with requirements 
identical with those of this Section, such compliance shall also serve as compliance with the requirements 
of this Section. 

9 



ARTICLE XI 

Books, Records and Reports 

City shall follow such procedures and keep and maintain such books, records and accounts as may 
be necessary or appropriate, in accordance with generally accepted sound accounting practices and 
principles, for the purpose of determining all capital expenditures, expenses and revenues properly allocable 
to the Airport for each fiscal year. All items affecting the computation of the Flight Fee or any Flight Fee 
deficiency payable by Airline for any period, and the aggregate approved maximum landing weight of all 
aircraft operated by all Airline Parties and landed in fee landings at the Airport, shall be recorded and 
reflected by City, in accordance with generally accepted sound accounting practices and principles, in such 
books, records and acounts. 

City shall furnish to Airline, within four (4) months after the close of each fiscal year, beginning with 
the year 1958, a copy of an annual audit report, prepared in accordance with generally accepted sound 
accounting practices and principles and certified by a firm of independent certified public accountants of 
recognized standing, covering the operation by City of the Airport for such year. Such annual audit report 
shall contain, among other things, a statement of the aggregate approved maximum landing weight of all 
aircraft operated by each Airline Party, shown separately by name and by all Airline Parties in the aggre- 
gate, which were landed in fee landings at the Airport during such year; it shall also disclose the amount 
of the Flight Fee deficiency (if any) payable by each Airline Party and the basis of computation thereof; 
also, in respect of any year in which no Approved Revenue Bonds are outstanding, it shall contain a 
separate statement of the items affecting computation of the Flight Fee. 

City shall advise the Airlines Representative,, a s early as practicable, of any capital expenditures (other 
than those included in the plans and specifications on file in the office of the City Clerk and approved by 
the Revenue Bond Ordinance) proposed to be made by City at or adjacent to the Airport, which involve 
an estimated cost to City of more than Fifty Thousand Dollars ($50,000) . City shall furnish to such 
[ Representative, and any persons designated by him, all relevant information concerning such proposed 
capital expenditures, and City shall give due consideration to any suggestions made by such Re pxgsentative, 
any persons designated by him, with respect to such proposed capital expenditures and the cost, 
^character and desirability thereof. 

At least twenty (20) days before any concession arrangement is entered into between City and any 
concessionaire with respect to the use of any space or facilities at the Airport, City shall advise the Airlines 
Representatja ^-of the proposed concession arrangement and furnish to such Rppryf"^!^ anc * an y persons 
designated by him, all relevant information concerning such proposed concession arrangement. The Com- 
missioner of Aviation shall__give due consi derat ion to any suggestions made by such Representative, or 
any persons designated by hTm^ with respect to such proposed concession arrangement. 

City agrees that it will not, during the term of this Agreement, either lease or otherwise permit the 
use of any space, area or facility in any terminal building or otherwise upon the Airport, by way of a 
concession or otherwise, to any individual, partnership or corporation engaged in business as a travel 
agent or travel bureau for the purpose of selling, furnishing or delivering tickets available from any 
Airline Party for transportation by air. 

City shall, prior to any appointment by it after the date hereof of an Airport Consultant or Consulting 
Engineer, consult with the Airline s Representative concerning such appointment and will give dye con- 
— sidexaiion to any suggestions made by such Representative concerning such appointment. 

*"" Airline shall maintain at its office in Chicago, Illinois or at the Airport, books, records and accounts 
in connection with or having a bearing upon the determination of any Flight Fee payable by it, or if such 
books, records and accounts are not maintained at such office, it shall promptly furnish the Commissioner 
of Aviation and the City Comptroller with all information reasonably requested by them with respect 
to such books, records and accounts. The Commissioner of Aviation and the City Comptroller, and 
such persons as may be designated by them, shall have the right, at all reasonable times, to examine, make 

10 



copies of, and take extracts from such books, records and accounts. T he Airlines Repre sentative, and such / 
persons as may be designated by him, shall have the right, at all reasonable times, to examine, make copies 13 
of, and take extracts from, the books, records and accounts of City in connection with or having any! 
bearing upon the determination of any Flight Fee payable by Airline Parties or any Flight Fee deficiency! 
payable by any of them pursuant to Section 2.03 hereof. 

ARTICLE XII 

Termination by City 

City may terminate this Agreement by giving Airline sixty (60) days advance notice upon or after the 
happening and during the continuance of any one of the following events: 

(a) The filing by Airline of a voluntary petition in bankruptcy. In such event, City shall have 
the right to file a claim as a creditor and the amounts due and to become due, under the terms of this 
Agreement, shall be accelerated and become due and payable. 

(b) The institution of proceedings in bankruptcy against Airline and the final adjudication of 
Airline as a bankrupt pursuant to such proceedings. 

(c) The taking by a court of competent jurisdiction for a period of sixty (60) days of all or 
substantially all of Airline's assets pursuant to proceedings brought under the provisions of any Federal 
reorganization act. 

(d) The appointment of a receiver of all or substantially all of Airline's assets and Airline's 
failure to vacate such appointment within sixty (60) days thereafter. 

(e) The assignment by Airline of its assets for the benefit of its creditors. 

(f ) The abandonment by Airline of its conduct of air transportation at the Airport. 

(g) The default by Airline in the performance of any covenant or agreement required to be 
performed by Airline herein and the failure of Airline to remedy such default, or to take prompt 
action to remedy such default, within a period of sixty (60) days after receipt from City of notice to 
remedy the same. 

No waiver of City of default of any of the terms, covenants or conditions hereof to be performed, 
kept and observed by Airline shall be construed to be or act as a waiver of any subsequent default of any 
of such terms, covenants and conditions. 

ARTICLE XIII 

Termination by Airline 

After but only after the payment and retirement of all Approved Revenue Bonds, Airline may termi- 
nate this Agreement and any or all of its obligations hereunder at any time that Airline is not in default 
in the payment of any amount due from it to City hereunder by giving City sixty (60) days advance notice 
upon or after the happening and during the continuance of any one of the following events: 

(a) The failure or refusal of the Civil Aeronautics Administration to approve all weather operations 
into and from the Airport of aircraft of any type operated by Airline in scheduled air trans- 

.i portation using facilities similar to those at the Airport and continuance thereof for a period of at 

least sixty (60) days. 

(b) The issuance by any court of competent jurisdiction of an injunction in any way preventing or 
restraining the use of the Airport or any part thereof so as to substantially affect Airline's use of 
the Airport in its conduct of an air transportation system and the remaining in force of such 
injunction, not stayed by way of appeal or otherwise, for a period of at least sixty (60) days. 

(c) The issuance of any order, rule or regulation or the taking of any action by the Civil Aeronautics 
Board or the Civil Aeronautics Administration or other competent government authority, or the 

W ( 



occurrence of any fire, other casualty, act of God or the public enemy, substantially affecting, 
for a period of at least sixty (60) days, Airline's use of the Airport in its conduct of an air 
transportation system; provided, however, that none of the foregoing is due to any fault of 
Airline. 

(d) The default by City in the performance of any covenant or agreement required to be performed 
by City herein or in any other agreement between City and Airline relating to the Airport or any 
part thereof, and the failure of City to remedy such default, or to take prompt action to remedy 
such default, within a period of sixty (60) days after receipt from Airline of notice to remedy 
the same. 

(e) The substantial restriction of City's operation of the Airport by action of the Federal Government, 
or any department or agency thereof, under its wartime or emergency powers, or by action of the 
State of Illinois, or any department or agency thereof, and continuance thereof for a period of 
not less than sixty (60) days, provided such restriction adversely affects Airline's operations at 
the Airport. 

Upon the exercise of this right of termination, all agreements and leases entered into between Airline 
and City relating to this Airport shall likewise stand terminated. 

No waiver by Airline of default of any of the terms, covenants or conditions hereof, or of any other 
agreement between City and Airline relating to the Airport or any part thereof, to be performed, kept and 
observed by City shall be construed to be or act as a waiver of any subsequent default of any of such terms, 
covenants and conditions. 

ARTICLE XIV 
Right of Airline to Remove Property 

Airline shall be entitled during the term of this Agreement and for a reasonable time after its ter- 
mination, not to exceed forty-five (45) days, to remove from the Airport, or any part thereof, all aircraft, 
trade fixtures, tools, machinery, equipment, materials and supplies placed thereon by it pursuant to this 
Agreement, subject, however, to any valid lien which City may have thereon for unpaid fees or other 
amounts, payable by Airline to City hereunder or under any other agreement between City and Airline 
relating to the Airport or any part thereof, and provided that Airline shall repair all damage resulting 
from such removal. 

ARTICLE XV 
Definitions 

The following terms, when used in this Agreement, shall have the following meanings: 

Section 15.01. Revenue Bond Ordinance. "Revenue Bond Ordinance" shall mean the Ordinance 
entitled "Ordinance authorizing the issuance of Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959 for the purpose of improving and extending said Airport and providing for payment of 
principal of and interest on said bonds", adopted the 29th day of December, 1958. 






Section 15.02. Approved Revenue Bonds. "Approved Revenue Bonds" shall mean (a) the princi- 
pal amount of Bonds to be issued pursuant to the provisions of Section 2.02 of the Revenue Bond Ordi- 
nance, (b) any additional Bonds which may be issued pursuant to the provisions of Section 2.15 of the 
Revenue Bond Ordinance to pay the cost of completing improvements as referred to therein, and (c) any 
additional Bonds which may be issued pursuant to the provisions of Section 2.16 of the Revenue Bond 
Ordinance for the purpose of constructing additional improvements and extensions referred to therein, if 
and only if the terms and provisions of such additional Bonds issued under said Section 2.16 and of the 

1 Supplemental Ordinance or Ordinances of City authorizing their issue shall have been approved by the 

V Airlines Representative. 

— Section 15.03. Airport Consultant. "Airport Consultant" shall mean the Airport Consultant acting 
as such under the Revenue Bond Ordinance. 



Section 15.04. Consulting Engineer. "Consulting Engineer" shall mean the Consulting Engineer 
acting as such under the Revenue Bond Ordinance. 

Section 15.05. Fiscal Year. "Fiscal year" means the fiscal year of City commencing January 1 and 
ending December 31. 

Section 15.06. Approved maximum landing weight. The "approved maximum landing weight" of 
any aircraft shall mean the maximum landing weight approved by the Civil Aeronautics Administration 
for landing such aircraft at the Airport. 

Section 15.07. Definitions of Airport Expense and Flight Fee Revenue Requirements applicable 
when any Approved Revenue Bonds are outstanding. 

(1) Airport Expense. The "Airport Expense" for any fiscal year during which any Approved Rev- 
enue Bonds are outstanding shall mean the following expenses (without duplication of items) properly 
allocable to such fiscal year in connection with the Airport, and only the Airport, all as determined in 
accordance with generally accepted sound accounting practices and principles, subject to the specific 
requirements hereinafter set forth: 

(a) Operation and Maintenance Expenses for such fiscal year as defined in the Revenue Bond Ordi- 
nance; 

(b) depreciation on depreciable assets, and amortization in respect of engineering costs deferred, 
now or hereafter acquired with funds of City (other than Government Grants in Aid, proceeds 
derived from the sale of Approved Revenue Bonds or amounts charged to operation and main- 
tenance expenses or the Reserve Maintenance Account under the Revenue Bond Ordinance) 
to the extent of the City's investment therein; such depreciation shall be taken on a straight 
line basis, at a rate designed to amortize the City investment in such depreciable assets over 
their estimated useful life; 

(c) interest on funds of City (other than Government Grants in Aid, proceeds derived from the sale 
of Approved Revenue Bonds, or amounts charged to operation and maintenance expenses or the 
Reserve Maintenance Account under the Revenue Bond Ordinance) now or hereafter invested 
in whole or in part in capital expenditures, including engineering fees, acquisition of land and 
costs of removal of railroads, relocation of highways, land clearance and construction work, which 
interest shall be computed as follows : 

(i) interest allocable to any fiscal year on such funds invested in non-depreciable assets shall be 

computed on the City's average investment in such assets; 
(ii) interest allocable to any fiscal year on such funds invested in depreciable assets shall be 

computed on the depreciated City investment in such assets at the beginning of such fiscal 

year; 
(iii) interest on such funds actually borrowed by City for airport purposes shall be computed at 

the effective rate payable under such borrowing to the extent such borrowing remains out- 
standing; and 
(iv) interest on other funds of City shall be computed at the weighted average effective rate 

payable by City on its general obligation bonds outstanding on January 2nd of such fiscal 

year; 

(d) the sum to be deposited in such fiscal year in the Reserve Maintenance Account provided for 
in Section 5.03(2) Fourth of the Revenue Bond Ordinance with respect to Approved Revenue 
Bonds; 

(e) beginning with the fiscal year commencing January 1, 1962 and each fiscal year thereafter, a 
sum equal to one and twenty-five hundredths (1.25) times the sum of the Principal and Interest 
Requirements (as Principal and Interest Requirements are defined in Section 2.16 of the Revenue 
Bond Ordinance) for each such fiscal year of all Approved Revenue Bonds outstanding at the 
beginning of such fiscal year; provided, however, that if, at the beginning of any fiscal year, the 

13 



total amount of all Approved Revenue Bonds outstanding requires for retirement thereof a sum 
which is less than one and twenty-five hundredths (1.25) times the sum of Principal and Interest 
Requirements for such fiscal year (as Principal and Interest Requirements are defined in Section 
2.16 of the Revenue Bond Ordinance), then in that event the sum to be included in Airport 
Expense pursuant to this subparagraph (e) shall not exceed a sum equal to one and twenty-five 
hundredths (1.25) times the principal and interest requirements to effect payment on the next 
succeeding January 1 or July 1, as the case may be, of all Approved Revenue Bonds outstanding 
at the beginning of such fiscal year; and 
(f) premiums paid on July 1 of such fiscal year and January 1 of the succeeding fiscal year on 
the redemption of Approved Revenue Bonds and premiums paid on such Bonds purchased 
during such fiscal year in the open market or by tender. 

City investment in respect of any assets shall not be increased by reason of the receipt or use by City of any 
proceeds of insurance on account of damage to or destruction of any property. 

(2) Flight Fee Revenue Requirements. The "Flight Fee Revenue Requirements" for any fiscal year 
during which any Approved Revenue Bonds are outstanding shall mean the excess of Airport Expense for 
such year over the Revenues (exclusive of all Flight Fees payable for such fiscal year by Airline Parties 
by reason of fee landings or by application of rentals for passenger ramp areas leased to any Airline 
Parties as payment on account thereof) for such year under the Revenue Bond Ordinance. Such Revenues 
shall include, without limitation, any amount of deferred income allocable to such year by reason of the 
provisions of Section 5.03(2) Sixth of the Revenue Bond Ordinance. 

Section 15.08. Definitions of Airport Expense, Net Airport Expense and Adjusted Net Airport 
Expense when no Approved Revenue Bonds are outstanding. 

(1) Airport Expense. The "Airport Expense" for any fiscal year during which no Approved Revenue 
Bonds are outstanding shall mean all expenses incurred by City in the operation and maintenance of the 
Airport, and only the Airport, which are properly allocable to such year, all as determined in accordance 
with generally accepted sound accounting practices and principles, subject to the specific requirements 
hereinafter set forth. Such expenses include, without limitation, expenses incurred by City for the following 
items (without duplication of items) in connection with the Airport and properly allocable as aforesaid: 

(a) direct labor and salaries, including fringe benefits such as provisions for holiday and vacation pay, 
workmen's compensation, pension benefits, hospital insurance and such other benefits as are or 
may be included therein from time to time; 

(b) services by contract; 

(c) services by independent accountants, auditors, consultants and engineers; 

(d) credit and casualty losses; 

(e) security and fire protection at the Airport; 

(f) materials, supplies and equipment expense; 

(g) utilities; 

(h) insurance, including, without limitation, property damage and fire insurance on the terminal 
buildings, fire stations, control tower, central heating plant, public liability insurance, burglary 
insurance and bonds of employees; 

(i) administrative expense of City directly related to and incurred for the maintenance, operation 
and management of the Airport; 

(j) depreciation on depreciable assets, and amortization in respect of engineering costs deferred, 
now or hereafter acquired with funds of City (other than Government Grants in Aid, proceeds 
derived from the sale of Approved Revenue Bonds, or amounts charged to operation and main- 
tenance expenses or the Reserve Maintenance Account under the Revenue Bond Ordinance, 

14 



and funds from the Improvement Account referred to in Section 16.04 hereof or the Deferred 
Maintenance Account referred to in Section 16.05 hereof) to the extent of the City's investment 
therein; such depreciation shall be computed as follows: 
(i) depreciation shall be taken on a straight line basis, at a rate designed to amortize the City 

investment in such depreciable assets over their estimated useful life; and 
(ii) expenditures for periodic maintenance having a useful life of more than one year shall be 

considered to be capital expenditures for depreciable assets, unless such expenditures are 

relatively minor in amount; and 

(k) interest on funds of City (other than Government Grants in Aid, proceeds derived from the sale 
of Approved Revenue Bonds, amounts charged to operation and maintenance expenses or the 
Reserve Maintenance Account under the Revenue Bond Ordinance and funds from the Improve- 
ment Account referred to in Section 16.04 hereof or the Deferred Maintenance Account referred 
to in Section 16.05 hereof) now or hereafter invested in whole or in part in capital expendi- 
tures, including engineering fees, acquisition of land and costs of removal of railroads, relocation 
of highways, land clearance and construction work, which interest shall be computed as follows: 
(i) interest allocable to any fiscal year on such funds invested in non-depreciable assets shall be 

computed on the City's average investment in such assets; 
(ii) interest allocable to any fiscal year on such funds invested in depreciable assets shall be 

computed on the depreciated City investment in such assets at the beginning of such fiscal 

year; 
(iii) interest on such funds actually borrowed by City for airport purposes shall be computed at 

the effective rate payable under such borrowing to the extent such borrowing remains out- 
standing; and 
(iv) interest on other funds of City shall be computed at the weighted average effective rate 

payable by City on its general obligation bonds outstanding on January 2nd of such fiscal 

year; and 

(1) The sum to be deposited in such fiscal year in the Deferred Maintenance Account referred to in 
Section 16.05 hereof which shall be the lesser of (1) Six Hundred Thousand Dollars ($600,000), 
or (2) the sum which will cause the accumulated balance to the credit of such Account at the 
end of such fiscal year to equal Two Million Five Hundred Thousand Dollars ($2,500,000) ; pro- 
vided, however, no amount shall be included pursuant to the provisions of this subparagraph (1) 
in Airport Expense for the fiscal year commencing January 1, 1998. 

'Airport Expense" shall not include in any such year any expense or expenditure (or any related 
interest or depreciation) which is of a nature or amount which would not have been incurred by a 
reasonably prudent operator of an airport. City investment in respect of any assets shall not be increased 
by reason of the receipt or use by City of any proceeds of insurance on account of damage to or destruction 
of any property. 

(2) Net Airport Expense. The "Net Airport Expense" for any fiscal year during which no 
Approved Revenue Bonds are outstanding shall mean the Airport Expense for such year, minus the 
aggregate of all revenues of City (other than Flight Fees payable for such year by Airline Parties) and 
other credits properly allocable to such year and to the Airport, all as determined in accordance with 
generally accepted sound accounting practices and principles, subject to the specific requirements herein- 
after set forth. Such revenues and credits allocable to any year include, without limitation, the following 
(without duplication of items) : 

(a) fees in connection with each fee landing at the Airport during such year, computed at the Flight 
Fee rate then currently in effect under this Agreement, of aircraft other than aircraft operated 
by any Airline Party, except that in the event a lesser rate shall have been established by City in 
accordance with Section 17.01 hereof for non-commercial private aircraft, such fees shall be 
computed at such lesser rate as to such aircraft; 

15 



(b) fees, in such amount as is determined by City, payable to City in connection with each landing 
at the Airport during such year of helicopter aircraft operated in local service between the Air- 
port and any point within a radius of fifty (50) miles from the Airport; 

(c) lease rentals and payments for utilities for all areas included in the Airport; 

(d) all revenues from fixed base operators at the Airport; 

(e) all revenues from all other concessionaires of every character and description whatsoever, includ- 
ing, without limitation, automobile parking, ground transportation, insurance, restaurant, food, 
beverage, newsstand and merchandise concessionaires; and 

(f) all other revenues (other than Flight Fees payable for such year by Airline Parties) from the 
Airport. 

(3) Adjusted Net Airport Expense. The "Adjusted Net Airport Expense" for any fiscal year during 
which no Approved Revenue Bonds are outstanding shall mean the Net Airport Expense for such year, 

(a) plus any excess of (i) the aggregate of Net Airport Expense for such fiscal year and for all prior 
fiscal years after the date of this Agreement in which no Approved Revenue Bonds were out- 
standing (and in case of the retirement of all Approved Revenue Bonds on January 1 of any 
year, then also including the next preceding fiscal year) plus any sums deposited for such fiscal 
years in the Improvement Account pursuant to the provisions of Section 16.04 hereof over (ii) 
the aggregate Flight Fees payable in connection with all fee landings at the Airport during such 
years of all aircraft operated by all Airline Parties at the time involved, or 

(b) minus any excess of (i) the aggregate Flight Fees payable in connection with all such fee landings 
at the Airport during such year and all prior fiscal years after the date of this Agreement during 
which no Approved Revenue Bonds were outstanding (and in case of the retirement of all 
Approved Revenue Bonds on January 1 of any year, then also including the next preceding fiscal 
year) over (ii) the aggregate of Net Airport Expense for such years plus any sums deposited for 
such fiscal years in the Improvement Account pursuant to the provisions of Section 16.04 hereof. 

Anything herein to the contrary notwithstanding, in the event that the Flight Fee hereunder for any 
twelve-month period (or for any portion of a twelve-month period) commencing July 1 during which no 
Approved Revenue Bonds are outstanding is based upon the Adjusted Net Airport Expense for a pre- 
ceding fiscal year during which Approved Revenue Bonds were outstanding, the Airport Expense, Net 
Airport Expense and Adjusted Net Airport Expense for such preceding fiscal year shall be computed in 
the manner herein provided for a fiscal year during which no Approved Revenue Bonds are outstanding 
with, however, appropriate adjustments, in accordance with generally accepted sound accounting practices 
and principles, to Net Airport Expense and Adjusted Net Airport Expense to reflect any changes in reve- 
nues which will occur by reason of retirement of all Approved Revenue Bonds and to Adjusted Net Airport 
Expense to reflect any surplus or deficiency resulting from the operations of the Airport and not applied 
to the retirement of Approved Revenue Bonds. 

Section 15.09. Government Grants in Aid. "Government Grants in Aid" shall mean funds ob- 
tained by City, otherwise than by borrowing, and property acquired by City, otherwise than by purchase, 
from the United States Government or any department or agency thereof, or from the State of Illinois 
or any department, agency or subdivision thereof other than City. 

Section 15.10. Airline Parties. "Airline Parties" shall mean at any time those air carriers who then 
have agreements with City, substantially the same as this Agreement, except as to any difference in the 
length of term thereof, under which they agree to pay to City, in connection with each fee landing at the 
Airport of aircraft operated by them, Flight Fees on the basis and in the manner provided in this Agreement 
and who are either 

(a) scheduled air carriers holding certificates of public convenience and necessity issued by the 
Civil Aeronautics Board, 



(b) foreign air carriers holding foreign air carrier permits issued by the Civil Aeronautics Board, or 

(c) air carriers holding certificates of convenience and necessity issued by the Illinois Commerce 
Commission (or any successor thereto). 

Section 15.11. Majority in Interest of Airline Parties. The "Majority in Interest of Airline Parties" 
shall mean at any time the then Airline Parties who (a) constitute at least one-half of all then Airline 
Parties and (b) operated aircraft landed in fee landings at the Airport during the next preceding fiscal 
year having an aggregate approved maximum landing weight representing over fifty per cent (50%) of 
the aggregate approved maximum landing weight of all aircraft, landed in fee landings at the Airport 
during such year, operated by all Airline Parties at the time of determination. _ — -_ 

Section 15.12. Airlines Representative. The "Airlines Representative" at any time shall mean 
such person (and such alternates, in such order) then designated by a Majority in Interest of Airline 
Parties by notice to the Commissioner of Aviation. Any such designation of such Representative shall 
remain in full force and effect until revoked or modified by a Majority in Interest of Airline Parties by 
notice to the Commissioner of Aviation. s^t 



Section 15.13. Commissioner of Public Works. The "Commissioner of Public Works" shall be 
concerned with construction at the Airport and shall mean for the purpose of this Agreement the 
Commissioner of Public Works of City (or any successor thereto in whole or in part as to his duties 
hereunder) and his duly authorized assistants. 

Section 15.14. Civil Aeronautics Administration, Civil Aeronautics Board. The "Civil Aeronautics 
Administration" and the "Civil Aeronautics Board" shall each include any successor thereto. 

Section 15.15. Commissioner of Aviation. The "Commissioner of Aviation" shall be concerned 
with the operation and maintenance of the Airport and shall mean for the purpose of this Agreement 
the Commissioner of Aviation of City (or any successor thereto in whole or in part as to his duties 
hereunder) and his duly authorized assistants. 

ARTICLE XVI 

Special Provisions 

Section 16.01. Emergency Reserve Account. All moneys remaining in the Emergency Reserve 
Account created by the Revenue Bond Ordinance after the payment of all Bonds issued under the Revenue 
Bond Ordinance shall be paid to City to be deposited in its corporate fund. 

Section 16.02. Cancellation of prior Airport Use Agreement. The existing Airport Use Agreement, 
dated the 28th day of October, 1955, is hereby cancelled and terminated, without, however, affecting any 
accrued rights or obligations thereunder. 

Section 16.03. Effective date of Agreement. An executed copy of this Agreement will be deposited 
in escrow with The First National Bank of Chicago, as Escrowee, pursuant to an Escrow Agreement 
between, among others, City, Airline and such Escrowee. This Agreement shall become effective only 
when and if delivered uncancelled to City pursuant to the provisions of such Escrow Agreement. 

Section 16.04. Improvement Account. If at any time during any fiscal year when a minimum 
Flight Fee is in effect in connection with fee landings at the Airport of aircraft operated by Airline Parties 
at the time involved, no Bonds issued under the Revenue Bond Ordinance or any ordinance supplemental 
thereto shall be outstanding, then City shall set aside in a special account referred to as the "Improvement 
Account" any excess of the aggregate of such minimum Flight Fees over the aggregate amount of Flight 
Fees which would have been payable by Airline Parties if no minimum Flight Fee were in effect. 

17 



Moneys set aside in the Improvement Account during the term of this Agreement shall be deposited 
by City in trust with a Depositary to be used, not only during the term of this Agreement but also there- 
after, solely for the purpose of making capital expenditures at the Airport approved, as evidenced by his 
certificate, by an engineer, selected by City, having the qualifications provided in the Revenue Bond Ordi- 
nance for the Consulting Engineer thereunder. All moneys paid into the Improvement Account shall be 
disbursed by warrants on the City Treasurer signed by the Mayor and countersigned by the City Comp- 
troller and accompanied by a statement of the Commissioner of Public Works, and also of such engineer, 
that each item covered thereby is a proper charge in a reasonable amount against the Improvement 
Account. The Depositary shall be a banking association or trust company, having a combined capital and 
surplus of not less than Ten Million Dollars ($10,000,000), selected by City. 

Section 16.05. Deferred Maintenance Account. Funds shall be transferred to City, upon retire- 
ment of all Bonds issued under the Revenue Bond Ordinance or any ordinance supplemental thereto, from 
the Reserve Maintenance Account provided for by Section 5.03 (2) Fourth of the Revenue Bond Ordi- 
nance to a special account herein referred to as the "Deferred Maintenance Account." Any amount included 
for any fiscal year during which no Approved Revenue Bonds are outstanding in Airport Expense, pur- 
suant to paragraph (1) of Section 15.08(1) hereof, shall be set aside by City in the Deferred Maintenance 
Account. 

Money set aside in the Deferred Maintenance Account during the term of this Agreement shall be 
deposited by City in trust with a Depositary (a) to be used, during the period ending thirty-nine (39) 
years from the date set forth on the first line of this Agreement, for the purpose of making repairs, 
renewals, replacements of the terminal buildings, landing areas, aprons and related facilities, equipment or 
otherwise at the Airport approved, as evidenced by his certificate, by an engineer selected by City, having 
the qualifications provided in the Revenue Bond Ordinance for the Consulting Engineer thereunder and 
(b) to the extent any moneys remaining on deposit in such Account at the end of such thirty-nine (39) 
year period, to be returned to City free of any trust. The Depositary shall be a banking association or 
trust company having a combined capital and surplus of not less than Ten Million Dollars ($10,000,000), 
selected by City. All moneys paid into the Deferred Maintenance Account and disbursed during such 
thirty-nine (39) year period shall be disbursed by warrants on the City Treasurer, signed by the Mayor 
and countersigned by the City Comptroller and accompanied by a statement from the Commissioner of 
Public Works, and also of such engineer, that each item covered thereby is a proper charge in a reasonable 
amount against the Deferred Maintenance Account. 

Notwithstanding any provision to the contrary contained in any lease between City and Airline, each 
Airline Party which at the end of such thirty-nine (39) year period is a lessee of any space or premises at 
the Airport under any lease from City then in effect, shall be entitled to apply against any rental, payable 
by such Airline Party to City under such lease during the next following twelve (12) month period, its 
proportionate share of any amount to be returned to City from the Deferred Maintenance Account as 
above provided. Such proportionate share of any such Airline Party shall be that portion of the aggregate 
amount to be returned to City as aforesaid which bears the same ratio to such aggregate amount as the 
total rentals payable by such Airline Party during such twelve (12) month period under such leases 
between it and City bear to the aggregate rentals payable by all such Airline Parties during such twelve 
(12) month period under such leases between them and City. 

ARTICLE XVII 

Miscellaneous 

Section 17.01. Treatment of others. City shall on and after January 1, 1959 charge the Flight Fee 
rate then currently in effect under this Agreement for each fee landing at the Airport of aircraft, no 
matter by whom operated, except that in the case of non-commercial private aircraft, City may establish 

18 



and charge any other rate for all such aircraft, provided that said rate shall not be less than 30^ (thirty 
cents) for each 1000 (one thousand) pounds of approved maximum landing weight of such aircraft. 
Subject to the foregoing, the areas and facilities described in Article I hereof shall be available, up to the 
capacity thereof, to any person, firm or corporation, without unjust or unreasonable discrimination, for 
landing and taking off by any aircraft. 

City shall not hereafter grant to any air transportation company in competition with Airline any rights 
or privileges at the Airport of a character or on a basis more favorable to such company than those granted 
or available to Airline, and the effect of which is to place Airline at a competitive disadvantage. 

Section 17.02. Consents and approvals. Consents and approvals by the Commissioner of Public 
Works, or the Commissioner of Aviation, as the case may be, shall be in writing and shall not be 
unreasonably withheld and shall be deemed to have been given unless within thirty (30) days after 
receipt of written request from Airline for such consent or approval, the Commissioner of Public Works, 
or the Commissioner of Aviation, as the case may be, shall have given Airline a written reply refusing or 
withholding action on such consent or approval and stating his reasons for such refusal or such with- 
holding of action. 

Section 17.03. Notices. All notices to City provided for herein shall be in writing and may be 
sent by registered mail, postage prepaid, addressed to the Commissioner of Aviation of the City of 
Chicago, City Hall, Chicago 2, Illinois, or to such other address as City may designate from time to time 
by notice to Airline, and shall be deemed given when so mailed. All notices to Airline provided for herein 

shall be in writing and may be sent by registered mail, postage prepaid, addressed to Airline, 

, or to such other address as Airline may designate from 

time to time by notice to City, and shall be deemed given when so mailed. 

Section 17.04. Separability. In the event any covenant, phrase, clause, paragraph, Section, con- 
dition or provision herein contained is held to be invalid by any court of competent jurisdiction, the 
invalidity of any such covenant, phrase, clause, paragraph, Section, condition or provision shall in no way 
affect any other covenant, phrase, clause, paragraph, Section, condition or provision herein contained. 

Section 17.05. Assignment. Airline shall not assign this Agreement and its rights hereunder, in 
whole, except with the prior consent of City, or in part, except with the prior consent of the Commis- 
sioner of Aviation; provided, however, the foregoing shall not prevent the assignment of this 
Agreement and of Airline's rights hereunder to any corporation into or with which Airline may merge 
or consolidate, or which may succeed to the business and assets of Airline. 

Section 17.06. Remedies cumulative. The rights and remedies hereunder are cumulative and 
the use of one remedy shall not be taken to exclude or waive the right to the use of another. 

Section 17.07. Headings. The Article and Section headings contained herein are for convenience 
of reference only and are not intended to define, limit or describe the scope or intent of any provision of 
this Agreement. 

Section 17.08. Successors and assigns. All of the covenants, stipulations and agreements herein 
contained shall, subject to the provisions of Section 17.05 hereof, inure to the benefit of and be binding 
upon the successors and assigns of the parties hereto. 

Section 17.09. Construction. This Agreement shall be deemed to have been made in and shall 
be construed in accordance with the laws of the State of Illinois. 

Section 17.10. Counterparts. This Agreement has been executed in several counterparts, each of 
which shall be an original, and all collectively but one instrument. 



IN WITNESS WHEREOF, the City of Chicago has caused this Agreement to be executed on its 
behalf by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal 

to be hereunto affixed and attested by the City Clerk of the City of Chicago, and 

has caused this Agreement to be executed on its behalf by 

its President and its corporate seal to be hereunto affixed and attested by 

its Secretary, pursuant to due authorization of its Board of Directors, all 

as of the day and year first above written. 

CITY OF CHICAGO 



Mayor 



City Clerk 



Comptroller 
Approved : 



Corporation Counsel 



Secretary 



IN WITNESS WHEREOF, the City of Chicago has caused this Agreement to be executed on its 
behalf by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal 

to be hereunto affixed and attested by the City Clerk of the City of Chicago, and 

has caused this Agreement to be executed on its behalf by 

its President and its corporate seal to be hereunto affixed and attested by 

its Secretary, pursuant to due authorization of its Board of Directors, all 

as of the day and year first above written. 

CITY OF CHICAGO 



Mayor 
City Clerk 



Comptroller 



Corporation Counsel 



Secretary 



HANGAR AND HANGAR 
SITE LEASE 



Hangar and Hangar Site Lease 



THIS LEASE, made and entered into as of this 1st day of January, A.D. 1959, by and between the 
CITY OF CHICAGO, a municipal corporation of the State of Illinois (hereinafter referred to as "City"), 

and j 

a corporation organized and existing under and by virtue of the laws of the State of 

(hereinafter referred to as "Airline"), 

WITNESSETH : 

WHEREAS, City owns and operates the airport known as Chicago-O'Hare International Airport 
(a plat of said airport being attached hereto as Exhibit A and made a part hereof), situated in the County 
of Cook and the County of Du Page, State of Illinois (hereinafter, together with any additions thereto or 
enlargements thereof, whether or not made with corporate funds of City, Government Grants in Aid, 
Approved Revenue Bonds (as such term is hereinafter defined) or any other funds of any nature 
whatsoever, referred to as the "Airport"), with the power to lease premises and facilities and to grant 
rights and privileges with respect thereto, all as hereinafter provided; and 

WHEREAS, City and Airline have entered into an agreement of even date herewith, entitled and 
hereinafter referred to as the Airport Use Agreement; and 

WHEREAS, Airline is engaged in the business of air transportation and desires to lease certain 
premises and facilities in the hangar site area at the Airport shown on said Exhibit A (said hangar site area, 
together with any additions thereto or enlargements thereof, being hereinafter referred to as the "Hangar 
Site Area" ) , and to obtain certain rights and privileges with respect thereto and to the use of the Airport 
upon the terms and conditions hereinafter provided; and 

WHEREAS, City is willing to lease to Airline such premises and facilities, and to grant to Airline such 
rights and privileges, upon the terms and conditions hereinafter provided; and 

WHEREAS, City has adopted an ordinance providing for the issuance of revenue bonds, the proceeds 
of which are to be used, among other things, for the construction of a hangar upon such premises, accord- 
ing to plans and specifications on file in the office of the Clerk of City, including any modifications thereof 
approved by the Commissioner of Public Works and Airline, and City is willing to use its best efforts to 
finance and construct such hangar upon the terms and conditions hereinafter provided ; 

NOW, THEREFORE, for and in consideration of the premises (which are incorporated into the 
body of this Lease as fully as if they were set forth therein) and of the mutual covenants and agreements 
herein contained, and other valuable considerations, the parties hereto covenant and agree as follows: 

ARTICLE I 

Premises 

Section 1.01. Lease of premises. Use of demised premises. City does hereby lease to Airline, and 
Airline does hereby lease from City, the premises (hereinafter, together with any buildings and improve- 
ments now or hereafter located thereon, referred to as the "demised premises") at the Airport designated 

as on Exhibit A-l attached hereto and made a part hereof, together with the facilities, rights and 

privileges hereinafter described. 



Airline is hereby granted the exclusive use of the demised premises, subject to the terms and provisions 
hereof and to rules and regulations promulgated by City in accordance with Article VI hereof, for any and 
all purposes reasonably necessary or convenient in connection with the conduct by Airline of air transporta- 
tion, including, without limitation, the following: 

(a) the repairing, maintenance, conditioning, testing, parking, moving and storage of aircraft and 
other equipment operated by Airline or by any other scheduled air transportation company; 

(b) the loading and unloading of persons, property, cargo and mail upon or from aircraft operated 
by Airline or by any other scheduled air transportation company; provided, however, such loading 
and unloading shall not be so conducted as to constitute use of the demised premises as a substitute 
for normal passenger terminal area operations; 

(c) the servicing of aircraft and other equipment operated by Airline or by any other scheduled air 
transportation company, with gasoline, oil, greases, lubricants and any other fuel or propellant, 
and with foods, beverages and other supplies and materials; 

(d) the training of personnel in its employ or under its direction; 

(e) the maintenance and operation, subject to the approval of the Commissioner of Aviation 
with respect to compliance with applicable safety requirements, of facilities and equipment for the 
storage, handling and dispensing of gasoline, oil, greases, lubricants and any other fuel or pro- 
pellant, and other supplies and material; 

(f) the maintenance and operation, subject to the approval of the Commissioner of Aviation with 
respect to compliance with applicable health and safety requirements, of a water storage tank or 
tanks and sewerage systems and related facilities and equipment, including the right to grant to 
others the use of the same under such conditions as Airline may prescribe; 

(g) the maintenance and operation of communication, meteorological and aerial navigation facilities 
and equipment; provided, the exercise of such right does not interfere with City's operation 
of the Airport for the benefit of all aircraft using the Airport; 

(h) the maintenance and operation of a private cafeteria, restaurant and other food and beverage 
preparing and dispensing facilities and equipment for the purpose of preparing and serving foods 
and beverages for consumption by Airline's employees and invitees and for consumption on air- 
craft operated by Airline or by any other scheduled air transportation company; provided, how- 
ever, that nothing contained in this subparagraph (h) shall be deemed to give Airline the right 
to maintain or operate a public cafeteria, restaurant or other food and beverage preparing and 
dispensing facilities and equipment for the purpose of selling food or beverages to the public as 
a caterer or otherwise; 

(i) the maintenance and operation of automobile parking areas on the demised premises for the 
parking of automobiles by Airline's employees and invitees; 

(j) the maintenance and operation of reservations offices, administrative offices and operations offices; 

(k) the sale, disposal or exchange of Airline's aircraft, engines, accessories, gasoline, oil, greases, lubri- 
cants, other fuel or propellant, other equipment or supplies, and any articles or goods used by or 
acquired for use by Airline in connection with its conduct of air transportation; provided, how- 
ever, that Airline shall not sell, dispose of or exchange any such items to others than its em- 
ployees or scheduled air transportation operators, unless such items represent surplus items at 
the time no longer reasonably necessary in connection with the conduct by Airline of its air 
transportation business; and provided further, that Airline shall not sell, dispose of or ex- 
change gasoline, oil, greases, lubricants, fuel or propellants, except to a subsidiary or affiliated 
company or to other scheduled air transportation companies; 

(1) the purchase or otherwise obtaining and using of property of any nature, reasonably necessary 
or convenient for its operations, from any supplier of its choice; and 



(m) the maintenance and operation of hangar buildings, facilities and equipment and the carrying 
on of activities reasonably necessary or convenient in connection with the foregoing; 

provided, however, that the foregoing shall not permit the conduct by Airline of any business separate from 
its operation of an air transportation system; and further provided, that the rights conferred under this 
Article I may be exercised by Airline alone or in conjunction with other Airline Parties, directly or through 
another designated by it or them, excepting that the rights conferred by subparagraph (c) above to service 
aircraft and other equipment with gasoline, oil, greases, lubricants, and other fuel or propellant may be 
exercised by Airline in conjunction with other Airline Parties, either directly or through another designated 
by them, only with respect to aircraft and other equipment operated by Airline Parties. 

Section 1.02. Ingress and egress. Right to connect taxiways, roadways, etc. Subject to rules and 
regulations promulgated by City in accordance with Article VI hereof, Airline shall have the right and 
privilege over the Airport of ingress to and egress from the demised premises for its employees, agents, 
passengers, guests, patrons and invitees, its or their suppliers of materials and furnishers of service, and its 
or their aircraft, equipment, vehicles, machinery and other property, including the right to construct, install, 
maintain, use and operate facilities and equipment on the Airport for the purpose of connecting the demised 
premises with taxiways, roadways, water lines, sewer lines, drainage ditches and utility lines serving the 
Hangar Site Area, any such connection to be at a point and over a route approved by the Commissioner of 
Public Works or other official having charge of the Airport, as being the most practical place and route 
available. Airline shall pay all charges for electric power furnished to the demised premises. Except as 
in this Lease or any other Agreement between City and Airline otherwise specifically provided, no 
charges, fees or tolls of any nature, direct or indirect, shall be imposed by City upon Airline, its em- 
ployees, agents, passengers, guests, patrons and invitees, its or their suppliers of materials and furnishers 
of service, for such right of ingress and egress, including such connections, or for the privilege of pur- 
chasing, selling or using any materials or services purchased or otherwise obtained by Airline as provided 
in subparagraphs (k) and (1) of this Section, or transporting, loading, unloading or handling persons, 
property, cargo, or mail in connection with Airline's business or exercising any right or privilege granted 
by City hereunder. The foregoing shall not preclude City or its concessionaires from making and col- 
lecting a charge for the use of public automobile parking areas, sightseeing facilities or ground transpor- 
tation to or from the Airport furnished by City or its concessionaires, or preclude City from imposing any 
sales, occupation or other taxes provided by law, permit or license fee not inconsistent with the rights 
and privileges granted to Airline hereunder. 

Section 1.03. Conduct of operations for other Airline Parties. The demised premises may also be 
used by Airline on behalf of or in conjunction with any other Airline Party or Parties in connection with 
the conduct of air transportation by such other Airline Party or Parties, to the same extent as Airline is 
entitled to use the demised premises in its own behalf in connection with its conduct of air transportation. 
Airline shall also be entitled to sublease any of such premises, in whole (subject to the prior approval 
of City) or in part, to any other Airline Party or Parties for use in connection with the conduct of air 
transportation by such other Airline Party or Parties, to the same extent as Airline is entitled to use such 
premises in its own behalf in connection with its conduct of air transportation. In case of any use of 
such premises by Airline on behalf of or in conjunction with any other Airline Party or Parties, or in 
case of any sublease of any of such premises to any other Airline Party or Parties, Airline shall remain 
liable for its obligations hereunder and the rights and privileges granted hereunder to Airline, its em- 
ployees, agents, passengers, guests, patrons and invitees, and its or their suppliers of materials and fur- 
nishers of service shall, to the same extent, be granted with respect to such premises to such other Air- 
line Party or Parties and its or their employees, agents, passengers, guests, patrons and invitees, suppliers 
of materials and furnishers of service; provided, however, no such use and no sublease of any part of 
the demised premises shall be permitted, without the consent of the Commissioner of Aviation, if such 
use or sublease involves payment to Airline by any such other Airline Party of an amount greater than 
Airline's expenses with respect to the space, facilities and services used by or furnished, or subleased, 
to such other Airline Party. 



ARTICLE II 
Term 

The term of this Lease shall be for a period of forty (40) years commencing on the date set forth in 
the first line of this Lease. 

ARTICLE III 
Rentals 

Airline shall pay on or before the first day of each calendar month commencing the earlier of ( 1 ) 
January 1, 1962, or (2) the first day of the calendar month next succeeding the date when the facilities 
to be constructed by City, as provided in Section 5.01 hereof, have been substantially completed and are 
available for normal use, and during the balance of the term hereof a monthly rental (hereinafter called 

"ground rental" ) of 

Dollars ($ ). 

Airline shall also pay on or before the first day of each calendar month commencing January 1, 1962 
( regardless of the date on which the hangar to be constructed by City upon the demised premises shall be 
completed), and thereafter so long during the term hereof as any Bonds issued pursuant to Section 2.02 or 
2.15 of the Revenue Bond Ordinance are outstanding, a monthly rental (hereinafter called "additional 

rental" ) of 

Dollars ($ ) . After the payment and retirement of all Bonds issued pursuant to 

Section 2.02 or 2.15 of the Revenue Bond Ordinance, the additional rental shall cease, and Airline shall 
be entitled to the continued use of the demised premises during the term of this Lease upon the payment 
of the ground rental provided for hereunder. 

The ground rental and additional rental are herein collectively referred to as "rental" and shall be 
payable at the office of the City Comptroller. Any rental payable by Airline hereunder which is not paid 
when due shall bear interest at the rate of seven per cent (7%) per annum from the due date thereof 
until paid. 

If any rental hereunder terminates prior to the last day of any month, such rental for such month 
shall be determined on a pro rata basis according to the number of days of such month involved. 

City and Airline agree that so long as any Approved Revenue Bonds are outstanding the rentals pro- 
vided for hereunder shall not be reduced. 

ARTICLE IV 

Construction and Maintenance of Hangar 
Section 4.01. Construction of hangar by City. Preliminary plans and specifications for the con- 
struction by City of Airline's hangar (which term, as used herein, includes related facilities and fixtures 
necessary or incidental to normal operation of a hangar as described in the plans and specifications as 
originally approved or as subsequently amended) to be constructed for Airline on the demised premises 
and an estimate of the cost thereof are on file in the office of the City Clerk and have been approved by 
Airline, the Commissioner of Public Works and the City Council. Such estimated cost, being the amount 

of Dollars ($ ) (hereinafter in this Section 4.01 

referred to as "Estimated Cost of Airline's hangar"), will be included in the amount to be deposited by 
City in the Hangar Construction Account under the Revenue Bond Ordinance from the proceeds to be 
received by City from Bonds to be issued by it pursuant to Section 2.02 of such Ordinance and will be 
available to pay the cost of construction of Airline's hangar on the demised premises in accordance with 
such plans and specifications, and any modifications or alterations thereof, approved by the Commissioner 
of Public Works and Airline. For the purposes of this Section 4.01, construction of Airline's hangar on the 
demised premises may include construction of connections with any taxiways, roadways, water lines, sewer 
lines, drainage ditches and utility lines serving the demised premises, if requested by Airline and the plans 
and specifications for such construction are approved by the Commissioner of Public Works. 



Airline and City shall take such action so that final plans and specifications, satisfactory to both City 
and Airline, for the construction of Airline's hangar may be completed with reasonable promptitude and 
in any event so that bids for such construction may be opened by City within eighteen (18) months after 
the date of the sale by City of Bonds authorized pursuant to Section 2.02 of the Revenue Bond Ordinance. 

Promptly following approval by the Commissioner of Public Works and Airline of final plans and 
specifications for the construction of Airline's hangar, City shall proceed to obtain, according to law, bids 
for such construction in accordance with such final plans and specifications. If after the opening of such 
bids, it appears that the cost of such construction, taking into account the lowest responsible bids for such 
construction, as determined by the Purchasing Agent of City, will exceed the Estimated Cost of Airline's 
hangar, then the Purchasing Agent shall promptly so advise Airline in writing and Airline shall, within 10 
days after being so advised by the Purchasing Agent, either (a) deposit such excess in escrow, with 
The First National Bank of Chicago, as Escrowee, or (b) notify the Purchasing Agent in writing 
that Airline requests that the final plans and specifications for Airline's hangar be revised by City for the 
purpose of permitting the construction of Airline's hangar within the Estimated Cost of Airline's hangar 
or such larger amount as may be specified by Airline. In the event that Airline shall so notify the Purchas- 
ing Agent that Airline requests that the final plans and specifications for Airline's hangar be revised as 
aforesaid, City and Airline shall cooperate so that, not later than six (6) months following such notice, 
revised plans and specifications, satisfactory to City and Airline, shall be prepared on a basis that the 
expected cost of construction in accordance therewith will not exceed the Estimated Cost of Airline's 
hangar or such larger amount as may have been specified by Airline. 

In the event any such revised plans and specifications are prepared, City shall promptly proceed to 
obtain, according to law, bids for construction of Airline's hangar in accordance with such revised plans 
and specifications. If after the opening of such bids, it appears that the cost of construction of Airline's 
hangar in accordance with such revised plans and specifications, taking into account the amount of the 
lowest responsible bids for such construction, as determined by the Purchasing Agent, shall exceed the 
Estimated Cost of Airline's hangar, then the Purchasing Agent shall promptly so advise Airline in writing 
and Airline shall, within 10 days after being so advised by the Purchasing Agent, deposit such excess in 
said escrow. 

Promptly following performance by Airline of its obligations under the foregoing provisions of this 
Section, contracts for construction of Airline's hangar shall be let by City according to law. Copies of such 
contracts and any change orders or amendments thereto shall be furnished by City to Airline. Following 
the letting of contracts by City for the construction of Airline's hangar, modifications and alterations in the 
plans and specifications thereof shall be made by City at request of Airline, subject to the approval of the 
Commissioner of Public Works, and not otherwise. If any such modification or alteration shall increase the 
cost of such construction and if such cost, as increased, exceeds the Estimated Cost of Airline's hangar, 
plus any amounts theretofore deposited by Airline in said escrow, then Airline shall, within 10 days after 
notification by the Purchasing Agent, deposit such excess in said escrow. 

City shall cause Airline's hangar to be constructed on the demised premises, according to plans and 
specifications hereinabove provided for (including any modifications or alterations thereof made in accord- 
ance with the foregoing provisions), as promptly as practicable, to the extent that funds are available under 
the provisions of this Section for such construction. Airline's architect or engineer may, without cost to 
City, assist in the supervision of such construction. 

All moneys deposited by Airline in said escrow shall be held by the Escrowee with instructions from 
Airline to permit City to withdraw such funds from said escrow from time to time by filing with the 
Escrowee a statement of the Commissioner of Public Works and a certificate of the Consulting Engineer 
of the character provided for in the Revenue Bond Ordinance for disbursements from the Hangar Con- 
struction Account. Such certificate of the Consulting Engineer shall also be required to state that the full 
amount of funds set aside in the Hangar Construction Account under the Revenue Bond Ordinance and 
available for construction of Airline's hangar has been expended and that City is in need of the amount to 
be withdrawn from said escrow to pay the balance of the cost of such construction. Upon the filing with 
the Escrowee of such statement and certificate, the Escrowee shall transfer to City the amounts the with- 



drawal of which is so requested, and the amount or amounts so withdrawn shall be used for the purpose 
of construction of Airline's hangar. 

If twenty-seven (27) months after the date of sale of Bonds authorized pursuant to Section 2.02 of the 
Revenue Bond Ordinance, no contracts shall have been let by City for the construction of any of Airline's 
hangar, then an amount equal to the Estimated Cost of Airline's hangar shall be transferred from the 
Hangar Construction Account to the General Construction Account under such Ordinance. Any portion 
of the Estimated Cost of Airline's hangar which on the date of completion of Airline's hangar in accord- 
ance with the provisions of this Section, as certified by the Consulting Engineer, shall not have been used or 
obligated for such construction shall be transferred from the Hangar Construction Account to the General 
Construction Account under such Ordinance. 

If pursuant to the foregoing provisions, Airline shall deposit any amounts under said escrow, then 
upon completion of Airline's hangar, the Consulting Engineer shall certify to the Escrowee that such 
hangar has been completed and that no additional funds from said escrow shall be needed to pay the cost 
of construction of Airline's hangar, whereupon any funds deposited by Airline and remaining in said 
escrow shall be returned by the Escrowee to Airline. 

All escrow fees and charges under said escrow, with respect to funds deposited therein by Airline, 
shall be paid by Airline. 

Section 4.02. Construction, maintenance and repair by Airline. Airline may construct or install, at 
its own expense, any buildings, improvements, facilities and equipment, and any additions thereto, on the 
demised premises. All such construction or installation shall be made after obtaining any requisite building 
or construction licenses or permits. Plans and specifications of any such proposed construction or installa- 
tion (including any substantial alteration or addition thereto) shall be submitted to and receive the 
approval of the Commissioner of Public Works prior to the commencement of construction or installation. 
Subject to the provisions of Section 4.01 and Article VIII hereof, Airline shall keep and maintain all 
buildings, improvements and facilities and additions thereto, constructed or installed by City or Airline 
on the demised premises in good condition and repair. No restrictions shall be placed on Airline as to the 
architects, builders or contractors who may be employed by it in connection with construction, installation, 
alteration, repair or maintenance by Airline on the demised premises. All buildings and permanent 
improvements so constructed by Airline on the demised premises shall become the property of City 
upon completion of construction thereof. 

Notwithstanding the foregoing, Airline shall, after completion of the construction provided for by 
Section 4.01 hereof, keep the demised premises and all construction and installations made thereon in a 
sanitary and sightly condition, and shall comply with all health and safety requirements applicable 
thereto. 

Any advertising signs installed by Airline shall be limited to those which advertise air transportation, 
and the number, general type, size, design and location of such signs shall be subject to the approval of 
the Commissioner of Aviation. 

All construction or installation by Airline, pursuant to any right granted to it hereunder, which is 
made on any area outside the demised premises, shall be made, kept and maintained by Airline in the 
same manner and under the same conditions as construction or installation by Airline on the demised 
premises. 

Section 4.03. Lighting. Airline shall illuminate the apron in front of each hangar building on the 
demised premises with flood lights and shall place and maintain at all times red obstruction lights on the 
highest point and on each corner of each building on the demised premises and on the highest point of 
each smoke stack, pole, aerial and antenna on the demised premises. The obstruction light fixtures shall 
be of a dual type and the lights shall be kept burning at Airline's expense from dusk to dawn and during 
periods of restricted visibility. 



Section 4.04. Covenant against liens. Airline shall keep the demised premises and the buildings, 
improvements and facilities constructed thereon free and clear of any and all liens in any way arising out 
of the action, or use thereof, by Airline; provided, however, that Airline may in good faith contest the 
validity of any lien. 

Section 4.05. Performance by City upon failure of Airline to maintain. In the event Airline fails 
to perform for a period of thirty (30) days after notice from City so to do, any obligation required by 
Sections 4.02, 4.03 and 4.04 hereof to be performed by Airline, City may enter the premises involved 
(without such entering causing or constituting a termination of this Lease or an interference with the 
possession of said premises by Airline) and do all things necessary to perform such obligation, charging to 
Airline the cost and expense thereof and Airline agrees to pay City such charge in addition to any other 
amounts payable by Airline hereunder; provided, however, that if Airline's failure to perform any such 
obligation endangers the safety of the public or of employees of City, and City so states in its notice to Air- 
line, City may perform such obligation of Airline at any time after the giving of such notice and charge to 
Airline, and Airline shall pay, as aforesaid, the cost and expense of such performance. 

ARTICLE V 
Performance by City 
Section 5.01. Facilities furnished by City. City shall construct taxiways, roadways, water lines, 
sewer lines and drainage ditches serving the Hangar Site Area, substantially in accordance with the plans 
and specifications therefor, including Exhibits 1, 3, 4 and 7 thereof, prepared by Naess & Murphy, Archi- 
tects, and on file in the office of the City Clerk. City shall also bring the Hangar Site Area to a proper 
grade level. Airline is granted the right and privilege to use such taxiways, roadways, water lines, sewer 
lines and drainage ditches in common with others; provided, however, that Airline shall be required to 
pay to City a reasonable charge for direct metered water supplied by City to Airline through any such 
water line. 

Section 5.02. Maintenance and operation. City shall operate and maintain, in all respects in a 
manner consistent with that of a reasonably prudent operator of an airport, and keep in good condition 
and repair (including the removal of snow, vegetation, stones and other foreign matter as reasonably as 
may be done, from taxiways and roadways) all taxiways, roadways, water lines, sewer lines, drainage 
ditches, additions, improvements, facilities and equipment now or hereafter provided by City serving the 
Hangar Site Area but located outside such Area. 

Section 5.03. Taxes on demised premises. City shall pay any and all taxes or special assessments, 
if any, which may be levied or assessed upon the demised premises ; provided, however, that the foregoing 
shall not apply to taxes on any personal property or leasehold of Airline located on the demised premises. 

Section 5.04. Exclusive Possession. City agrees that Airline, performing its obligations hereunder, 
shall be entitled to and shall have the exclusive possession and enjoyment of the premises, rights and 
privileges leased to it hereunder, subject, however, to the provisions hereof. 

Section 5.05. Performance by Airline upon failure of City to maintain and operate. In the event 
City fails to perform, for a period of thirty (30) days after notice from Airline so to do, any obligation 
required by this Article V to be performed by City, Airline may perform such obligation of City and 
bill City for the cost to Airline of such performance, but Airline shall not deduct any such cost from any 
amounts due hereunder or under any other agreement between Airline and City relating to the Airport 
unless at the time there are no Approved Revenue Bonds outstanding; provided, however, that if City's 
failure to perform any such obligation endangers the safety of Airline's operations at the Airport and Air- 
line so states in its notice to City, Airline may perform such obligation of City at any time after the giving 
of such notice and bill City for Airline's cost of such performance, but Airline shall not deduct any such 
cost from any amounts due hereunder or under any other agreement between Airline and City relating 
to the Airport unless at the time there are no Approved Revenue Bonds outstanding. City, however, shall 
not be liable to Airline for any loss of revenues to Airline resulting from any of City's acts, omissions or 
neglect in the maintenance and operation or otherwise by it of the Airport or any facilities now or here- 
after connected therewith. 

7 



ARTICLE VI 

Rules and Regulations 
Airline shall observe and obey all rules and regulations governing the conduct and operation of the 
Airport, promulgated from time to time by City, which are reasonably required for the prudent and 
efficient operation of the Airport and are not inconsistent with the reasonable exercise by Airline of any 
right or privilege granted to it hereunder or under any other agreement between Airline and City relating 
to the Airport or any part thereof, nor inconsistent with safety nor with the rules and regulations of any 
Federal or State agency having jurisdiction with respect thereto, nor inconsistent with the procedures 
prescribed or approved from time to time by the Civil Aeronautics Administration or any other govern- 
mental authority having jurisdiction over operations at the Airport. 

City shall keep Airline supplied with five sets of City's current Airport rules and regulations applicable 
to Airline. Except in cases of emergency, no such rule or regulation shall be applicable to Airline unless 
it has been given fifteen (15) days notice of the adoption thereof. 

City, however, shall have no control over the rates, fares or charges that Airline may prescribe in 
connection with its conduct of an air transportation business. 

ARTICLE VII 

Exercise by City of Governmental Functions 
Nothing contained herein shall impair the right of City in the exercise of its governmental functions 
to require Airline to pay any tax or inspection fees or to procure necessary permits or licenses, provided 
such requirement is not inconsistent with the rights and privileges granted to Airline hereunder. 

ARTICLE VIII 

Indemnity and Insurance 

Section 8.01. Liability arising from act of Airline. Airline agrees to indemnify and hold City 
harmless from and against all liabilities, judgments, costs, damages and expenses which may accrue against, 
be charged to or recovered from City by reason or on account of damage to the property of City or the 
property of, injury to or death of any person, arising from Airline's use and occupancy of and operations at 
the Airport, including acts of its agents, contractors and subcontractors, except when caused by City's sole 
negligence or by the joint negligence of City and any person other than Airline, its agents, contractors and 
subcontractors; provided that City shall give Airline prompt and timely notice of any claim made or suit 
instituted which, in any way, affects Airline or its insurer, and Airline or its insurer shall have the right to 
compromise and defend the same to the extent of their own interests. Any final judgment rendered against 
City for any cause for which Airline is liable hereunder shall be conclusive against Airline as to liability 
and amount. 

Airline shall, at its own expense, keep in force insurance of the following types and in not less 
than the following amounts, issued by a company or companies of sound and adequate financial 
responsibility, insuring Airline and City against all liabilities for accidents arising out of or in connection 
with Airline's use and occupancy of and operations at the Airport, except when caused by City's 
negligence alone or jointly with any person other than Airline, its agents, contractors and subcontractors, 
and shall furnish to City certificates evidencing such insurance, naming City as an additional assured 
thereunder, subject to the limitations set forth above in respect of City's negligence, to-wit: 

Aircraft Public Liability Insurance $ 100,000 per person 

$1,000,000 per accident 

Aircraft Property Damage Insurance $ 200,000 per accident 

Comprehensive Public Liability Insurance $ 100,000 per person 

$ 250,000 per accident 

Comprehensive Property Damage Insurance $ 100,000 per accident 

8 



If pursuant to any other agreement between Airline and City, Airline is complying with requirements 
identical with those of this Section, such compliance shall also serve as compliance with the requirements 
of this Section. 

Section 8.02. Insurance in connection with construction by City. City shall, until the date upon 
which the completion of Airline's hangar being constructed by City hereunder is certified by the Consulting 
Engineer, keep in force insurance issued by a responsible insurance company or companies, insuring City 
against all liabilities for public liability or property damage arising out of or in connection with the con- 
struction upon or the use and occupancy of the demised premises in amounts of comprehensive insurance 
not less than those provided in Section 8.01 hereof, and insuring Airline's hangar during construction under 
completed builder's risk insurance, against fire, extended coverage, vandalism and sprinkler leakage in an 
amount equal to the full insurable value of such construction as the same progresses in order to assure 
continuity of construction and ultimate completion despite damage or destruction suffered during the 
course thereof. City may cause such insurance to be effected in whole or in part by the contractors per- 
forming the construction work, but, in any event, the cost of such insurance shall be deemed a part of the 
cost of construction of such hangar. City's obligations under this Section are subject to the availability of 
funds under the provisions of Section 4.01 hereof for the cost of such insurance. 

Section 8.03. Insurance of Airline's hangar after completion of construction. Airline's hangar being 
constructed by City hereunder on the demised premises, shall be insured at all times, on and after the date 
upon which completion thereof is certified by the Consulting Engineer and during the term hereof, under a 
so-called "fire and extended coverage policy or policies," issued by a responsible insurance company or com- 
panies, which policy or policies shall specifically insure against loss or damage by fire, lightning, collision, 
explosion, strikes, riots, civil commotions, malicious damage, tornado and windstorm to the greatest amount 
obtainable, having due regard to the terms and conditions of such policies and the coverage of risks pro- 
vided for thereunder not, however, exceeding, without consent of Airline, eighty per cent (80%) of the 
full insurable value thereof. Such insurance policy or policies shall be taken out and maintained by City, 
but prior to the taking out of any such policy or policies City shall advise the Airlines Representative of the 
insurance policies proposed to be taken out by City and the cost and coverage thereof and shall give due 
consideration to any suggestions made by such Representative with respect to the proposed insurance. All 
such insurance policies shall name City and Airline as insureds thereunder, and shall provide that 
proceeds of such insurance shall be payable to City and such policies shall be delivered to the City Comp- 
troller of City. The cost of any insurance policies taken out by City pursuant to the foregoing provisions 
shall be paid by Airline to City at the office of City Comptroller of City within twenty (20) days after 
receipt by Airline of a statement therefor, and if not paid by Airline when due hereunder, shall bear 
interest at the rate of seven percent (7%) per annum from the due date thereof until paid. 

Should any building or improvement constructed by City on the demised premises be damaged or 
destroyed on or after the date of completion of Airline's hangar as certified by the Consulting Engineer, 
and if any insurance proceeds are payable by reason thereof, City shall immediately after such damage or 
destruction cause plans, specifications and estimate of cost for repairing, replacing or reconstructing the 
damaged or destroyed property (in accordance with the original design, subject to such modifications 
thereof as may be approved by Airline and the Commissioner of Public Works) to be prepared. Airline 
shall be entitled to participate in the preparation of such plans and specifications and shall be consulted 
for its suggestions before any such plans and specifications are approved. Such insurance proceeds shall be 
applied, as promptly as practicable, to the repair, replacement or reconstruction of the damaged or 
destroyed property, in accordance with such plans and specifications, except that if such proceeds are 
more than sufficient for such purpose, the balance remaining upon completion of the repairs, replacement 
or reconstruction of the damaged or destroyed property, shall, if at the time any Bonds are outstanding 
under the Revenue Bond Ordinance, be transferred to the credit of the Sinking Fund Account under such 
Ordinance, and if at the time but only if at the time no such Bonds are outstanding, shall be set aside 
and deposited in the Improvement Account referred to in the Airport Use Agreement. If such in- 
surance proceeds are insufficient for such purpose, the deficiency shall be supplied by City from any 
moneys in the Reserve Maintenance Account or the Deferred Maintenance Account, as the case 
may be. 

9 



ARTICLE IX 

Abatement 

Section 9.01. Abatement in event of closing while any Approved Revenue Bonds are outstanding. 
In the event that the Airport shall be closed for any period of time by any order or direction of City 
or any other governmental authority or agency or by any order or direction of any court of competent 
jurisdiction, while any Approved Revenue Bonds are outstanding, then to the extent but only to the 
extent that sufficient moneys are then held to the credit of the Emergency Reserve Account under the 
Revenue Bond Ordinance, the rentals provided herein as payable by Airline shall abate for the period 
of such closing. 

In the event the Airport shall be so closed for the landing or taking off of all turbo jet powered aircraft 
operated by Airline Parties, which at the time are landing or taking off, in the course of normal operations, 
at one or more airports having facilities similar to those at the Airport, but shall not be closed to the landing 
or taking off of other aircraft operated by any Airline Parties, while any Approved Revenue Bonds are 
outstanding, then fifty per cent (50%) of the rentals provided herein as payable by Airline shall abate for 
the period of such closing, but in no event for more than six (6) months for any single closing, in any fiscal 
year, to the extent but only to the extent that sufficient moneys are then held to the credit of the Emergency 
Reserve Account under the Revenue Bond Ordinance. 

Notwithstanding the foregoing provisions, in the event there are not sufficient moneys at the time to 
the credit of the Emergency Reserve Account available for use under the Revenue Bond Ordinance in an 
amount equivalent to the amount of rentals to be abated pursuant to the foregoing provisions of this 
Section 9.01 and pursuant to similar provisions for the abatement of rentals under any other leases of 
premises at the Airport between City and any Airline Party or Parties, then the abatement of rentals pur- 
suant to this Section 9.01 and pursuant to the provisions of such other leases shall be proportionately 
decreased so that the aggregate amount of all such abatements shall not exceed the moneys at the time 
to the credit of the Emergency Reserve Account which are available for use under the Revenue Bond 
Ordinance. 

Section 9.02. Abatement on account of casualty when no Approved Revenue Bonds are outstanding. 
If due to damage or destruction by fire, other casualty, act of God or the public enemy, not due to any 
fault of Airline, any of the facilities to be furnished by City as provided in Section 5.01 hereof shall be 
rendered unusable to such an extent as to substantially impair the ability of Airline to conduct normal 
operations on the demised premises, and if at the time but only if at the time no Approved Revenue Bonds 
are outstanding, then the rental payable hereunder by Airline for the demised premises shall be paid up 
to the date of such damage or destruction, but, unless City shall promptly furnish adequate temporary 
substitute facilities and expeditiously restore such facilities so damaged or destroyed, such rental shall there- 
after abate in an amount directly proportional to the extent Airline's ability to conduct normal operations 
on the demised premises is impaired by such damage or destruction; provided, however, that if City fails 
to repair such damage or destruction so that Airline's ability to conduct normal operations on the demised 
premises is substantially impaired for more than ninety (90) days and if at the time but only if at the time 
no Approved Revenue Bonds are outstanding, then Airline at its option may, by giving to City at least 
thirty (30) days prior notice, terminate this Lease. City shall not be liable to Airline for damages for 
City's failure to furnish such temporary substitute facilities or, except as provided in Section 5.05 hereof, 
for City's failure to expeditiously restore such facilities. 

If due to damage or destruction by fire, other casualty, act of God or the public enemy affecting the 
Airport, Airline's use of the Airport in its conduct of an air transportation system shall be substantially 
affected and if at the time but only if at the time no Approved Revenue Bonds are outstanding, then, 
without any prejudice to any right of termination hereunder, Airline shall have the right upon notice to 
City, to the abatement of a just proportion of the rental provided herein from the time of such notice until 
normal operations are permitted. 

10 



ARTICLE X 

Termination by City 
City may terminate this Lease by giving Airline sixty (60) days advance notice upon or after the 
happening and during the continuance of any one of the following events: 

(a) The filing by Airline of a voluntary petition in bankruptcy. In such event, City shall have 
the right to file a claim as a creditor and the rentals due and to become due under the terms of this 
Lease shall be accelerated and become due and payable. 

(b) The institution of proceedings in bankruptcy against Airline and the final adjudication of 
Airline as a bankrupt pursuant to such proceedings. 

(c) The taking by a court of competent jurisdiction for a period of sixty (60) days of all or 
substantially all of Airline's assets pursuant to proceedings brought under the provisions of any 
Federal reorganization act. 

(d) The appointment of a receiver of all or substantially all of Airline's assets and Airline's 
failure to vacate such appointment within sixty (60) days thereafter. 

(e) The assignment by Airline of its assets for the benefit of its creditors. 

(f) The abandonment by Airline of its conduct of air transportation at the Airport. 

(g) The default by Airline in the performance of any covenant or agreement required to be 
performed by Airline herein and the failure of Airline to remedy such default, or to take prompt action 
to remedy such default, within a period of sixty (60) days after receipt from City of notice to remedy 
the same. 

No waiver by City of default of any of the terms, covenants or conditions hereof to be performed, 
kept and observed by Airline shall be construed to be or act as a waiver of any subsequent default of any 
of such terms, covenants and conditions. 

ARTICLE XI 

Recovery of Possession by City 

If Airline shall vacate or abandon the demised premises or in case of the termination of this Lease, 
Airline's right to the possession of the demised premises shall terminate, with or without any further 
notice or demand whatsoever, and the mere retention of possession thereafter by Airline shall constitute a 
forcible detainer of said premises, and upon the termination of Airline's right of possession, as aforesaid, 
Airline agrees to surrender its possession of said premises immediately, without the receipt of any demand 
for rent, notice to quit or demand for possession of said premises whatsoever, and hereby grants to City 
full and free license to enter into and upon said premises, or any part thereof, to take possession thereof, 
as against Airline and others claiming through it, with or without process of law, and to expel and remove 
Airline and any other person claiming through it who may be occupying said premises, or any part thereof, 
and City may use such force in and about so expelling and removing Airline and said other person as may 
reasonably be necessary, and City may, as against Airline and others claiming through it, repossess itself 
of said premises as of its former estate, but said entry of said premises shall not constitute a trespass or 
forcible entry or detainer, nor shall it cause forfeiture of rents due by virtue hereof, nor a waiver of any 
covenant, agreement or promise herein contained to be performed by Airline. 

Airline hereby waives all notice of any election made by City under this Lease, demand for rent, 
notice to quit, demand for possession, and any and all notices and demands whatsoever of any and every 
nature which may or shall be required by any statute of this State relating to forcible entry and detainer, 
or to landlord and tenant, or any other statute, or by the common law during the term of this Lease; 
provided, however, the foregoing shall not apply to any notice specifically required under the provisions 
of this Lease. The acceptance of rent, whether in a single instance or repeatedly, after it falls due, or 
after knowledge of any breach hereof by Airline or the giving or making of any notice or demand, whether 
according to any statutory provision or not, or any act or series of acts except an express written waiver, 
shall not be construed as a waiver of any right hereby given City, or as an election not to proceed under 
the provisions of this Lease. 

11 



The obligation of Airline to pay the rent reserved hereby shall not be deemed to be waived, released 
or terminated, by the service of any five-day notice, other notice to collect, demand for possession, or notice 
by City that the tenancy hereby created will be terminated on the date therein named, the institution of 
any action of forcible detainer or ejectment or any judgment for possession that may be rendered in such 
action, or any other act or acts, other than termination of this Lease, resulting in the termination of 
Airline's right to possession of the demised premises. City may collect and receive any rent due from 
Airline, and payment or receipt thereof shall not waive or affect any such notice, demand, suit or judgment 
or in any manner whatsoever waive, affect, change, modify or alter any rights or remedies which City may 
have by virtue hereof. 

ARTICLE XII 
Termination by Airline 

After but only after the payment and retirement of all Approved Revenue Bonds, Airline may'' termi- 
nate this Lease and any or all of its obligations hereunder at any time that Airline is not in default in the 
payment of any amount due from it to City hereunder by giving City sixty (60) days advance notice upon 
or after the happening and during the continuance of any one of the following events: 

(a) The failure or refusal of the Civil Aeronautics Administration to approve all weather operations 
into and from the Airport of aircraft of any type operated by Airline in scheduled air trans- 
portation using facilities similar to those at the Airport and continuance thereof for a period 
of at least sixty (60) days. 

(b) The issuance by any court of competent jurisdiction of an injunction in any way preventing or 
restraining the use of the Airport or any part thereof so as to substantially affect Airline's use of 
the Airport in its conduct of an air transportation system and the remaining in force of such 
injunction, not stayed by way of appeal or otherwise, for a period of at least sixty (60) days. 

(c) The issuance of any order, rule or regulation or the taking of any action by the Civil Aeronautics 
Board or the Civil Aeronautics Administration or other competent government authority, or the 
occurrence of any fire, other casualty, act of God or the public enemy, substantially affecting, for 
a period of at least sixty (60) days, Airline's use of the Airport in its conduct of an air trans- 
portation system; provided, however, that none of the foregoing is due to any fault of Airline. 

(d) The default by City in the performance of any covenant or agreement required to be performed 
by City herein or in any other agreement between City and Airline relating to the Airport or any 
part thereof, and the failure of City to remedy such default, or to take prompt action to remedy 
such default, within a period of sixty (60) days after receipt from Airline of notice to remedy 
the same. 

(e) The substantial restriction of City's operation of the Airport by action of the Federal Government, 
or any department or agency thereof, under its wartime or emergency powers, or by action of the 
State of Illinois, or any department or agency thereof, and continuance thereof for a period of 
not less than sixty (60) days, provided such restriction adversely affects Airline's operation^, at 
the Airport. 

No waiver by Airline of default of any of the terms, covenants or conditions hereof, or of any other 
agreement between City and Airline relating to the Airport or any part thereof, to be performed, kept and 
observed by City shall be construed to be or act as a waiver of any subsequent default of any of such terms, 
covenants and conditions. 

ARTICLE XIII 
Surrender of Possession 

Upon termination of this Lease, Airline shall surrender the demised premises, and the buildings and 
improvements situated thereon, in good condition and repair, reasonable wear and tear and damage by 
fire, other casualty, act of God or the public enemy excepted. 

12 



ARTICLE XIV 

Right of Airline to Remove Property 
Airline shall be entitled during the term of this Lease, and for a reasonable time (not exceeding 
forty- five days) after its termination, to remove from the premises involved, or any part thereof, all trade 
fixtures, tools, machinery, equipment, materials and supplies placed thereon by it pursuant to this Lease, 
subject, however, to any valid lien City may have thereon for unpaid rentals or other amounts, payable by 
Airline to City hereunder or under any other agreement between City and Airline relating to the Airport or 
any part thereof, and provided that Airline shall have repaired all damage resulting from such removal. 

ARTICLE XV 

Definitions 

The following terms, when used in this Lease, shall have the following meanings: 
Section 15.01. Revenue Bond Ordinance. "Revenue Bond Ordinance" shall mean the Ordinance 
entitled "Ordinance authorizing the issuance of Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959 for the purpose of improving and extending said Airport and providing for payment of 
principal of and interest on said bonds" adopted the 29th day of December, 1958. 

Section 15.02. Approved Revenue Bonds. "Approved Revenue Bonds" shall mean (a) the prin- 
cipal amount of Bonds to be issued pursuant to the provisions of Section 2.02 of the Revenue Bond Ordi- 
nance, (b) any additional Bonds which may be issued pursuant to the provisions of Section 2.15 of the 
Revenue Bond Ordinance to pay the cost of completing improvements as referred to therein, and (c) any 
additional Bonds which may be issued pursuant to the provisions of Section 2.16 of the Revenue Bond 
Ordinance for the purpose of constructing additional improvements and extensions referred to therein, if 
and only if the terms and provisions of such additional Bonds issued under said Section 2.16 and of the 
Supplemental Ordinance or Ordinances of City authorizing their issue shall have been approved by the 
Airlines Representative. 

Section 15.03. Consulting Engineer. "Consulting Engineer" shall mean the Consulting Engineer 
acting as such under the Revenue Bond Ordinance. 

Section 15.04. Approved maximum landing weight. The "approved maximum landing weight" 
of any aircraft shall mean the maximum landing weight approved by the Civil Aeronautics Administration 
for landing such aircraft at the Airport. 

Section 15.05. Airline Parties. "Airline Parties" shall mean at any time those air carriers who then 
have agreements with City, substantially the same as the Airport Use Agreement, except as to any differ- 
ence in the length of term thereof, under which they agree to pay to City, in connection with each fee 
landing at the Airport of aircraft operated by them, Flight Fees on the basis and in the manner provided 
in the Airport Use Agreement and who are either 

(a) scheduled air carriers holding certificates of public convenience and necessity issued by the Civil 
Aeronautics Board, 

(b) foreign air carriers holding foreign air carrier permits issued by the Civil Aeronautics Board, or 

(c) air carriers holding certificates of convenience and necessity issued by the Illinois Commerce 
Commission (or any successor thereto). 

Section 15.06. Majority in Interest of Airline Parties. The "Majority in Interest of Airline Parties" 
shall mean at any time the then Airline Parties who (a) constitute at least one-half of all then Airline 
Parties and (b) operated aircraft landed in fee landings (as defined in the Airport Use Agreement) at the 
Airport during the next preceding fiscal year having an aggregate approved maximum landing weight 
representing over fifty per cent (50%) of the aggregate approved maximum landing weight of all aircraft, 
landed in such fee landings at the Airport during such year, operated by all Airline Parties at the time 
of determination. 

Section 15.07. Airlines Representative. The "Airlines Representative" at any time shall mean such 
person (and such alternates, in such order) then designated by a Majority in Interest of Airline Parties by 



notice to the Commissioner of Aviation. Any such designation of such Representative shall remain in 
full force and effect until revoked or modified by a Majority in Interest of Airline Parties by notice to the 
Commissioner of Aviation. 

Section 15.08. Commissioner of Public Works. The "Commissioner of Public Works" shall be 
concerned with construction at the Airport and shall mean for the purpose of this Lease the Commis- 
sioner of Public Works of City (or any successor thereto in whole or in part as to his duties hereunder) 
and his duly authorized assistants. 

Section 15.09. Civil Aeronautics Administration, Civil Aeronautics Board. The "Civil Aeronautics 
Administration" and the "Civil Aeronautics Board" shall each include any successor thereto. 

Section 15.10. Commissioner of Aviation. The "Commissioner of Aviation" shall be concerned 
with the operation and maintenance of the Airport and shall mean for the purpose of this Lease the 
Commissioner of Aviation of City (or any successor thereto in whole or in part as to his duties here- 
under) and his duly authorized assistants. 

ARTICLE XVI 

Miscellaneous 

Section 16.01. Equality of treatment. No rights or privileges with respect to or rentals for premises 
leased for hangar purposes in the Hangar Site Area at the Airport shall be granted by City to any air 
transportation company in competition with Airline, which are more favorable to such company than 
those granted to Airline, and the effect of which is to place Airline at a competitive disadvantage. 

Section 16.02. Effective date of Lease. An executed copy of this Lease will be deposited in 
escrow with The First National Bank of Chicago, as Escrowee, pursuant to an Escrow Agreement 
between, among others, City, Airline and such Escrowee. This Lease shall become effective only when 
and if delivered uncancelled to City pursuant to the provisions of such Escrow Agreement. 

Section 16.03. Consents and approvals. Consents and approvals by the Commissioner of Public 
Works, or the Commissioner of Aviation, as the case may be, shall be in writing and shall not be 
unreasonably withheld and shall be deemed to have been given unless within thirty (30) days after 
receipt of written request from Airline for such consent or approval, the Commissioner of Public Works, 
or the Commissioner of Aviation, as the case may be, shall have given Airline a written reply refusing or 
withholding action on such consent or approval and stating his reasons for such refusal or such with- 
holding of action. 

Section 16.04. Notices. All notices to City provided for herein shall be in writing and may be 
sent by registered mail, postage prepaid, addressed to the Commissioner of Aviation of the City of 
Chicago, City Hall, Chicago 2, Illinois, or to such other address as City may designate from time to time by 
notice to Airline, and shall be deemed given when so mailed. All notices to Airline provided for herein 

shall be in writing and may be sent by registered mail, postage prepaid, addressed to Airline, 

or to such other address as Airline may designate from 

time to time by notice to City, and shall be deemed given when so mailed. 

Section 16.05. Separability. In the event any covenant, phrase, clause, paragraph, Section, condi- 
tion or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity 
of any such covenant, phrase, clause, paragraph, Section, condition or provision shall in no way affect any 
other covenant, phrase, clause, paragraph, Section, condition or provision herein contained. 

Section 16.06. Assignment or Sublease. Airline shall not assign this Lease and its rights hereunder, 
in whole, except with the prior consent of City, or in part, except with the prior consent of the Commis- 
sioner of Aviation; provided, however, the foregoing shall not prevent the assignment of this Lease 
and of Airline's rights hereunder to any corporation into or with which Airline may merge or consolidate, 
or which may succeed to the business and assets of Airline. 

14 



Airline shall not sublease in whole the premises leased to it hereunder, except with the prior consent 
of City, and except as otherwise provided in Section 1.03 hereof, Airline shall not sublease in part such 
premises, except with the prior consent of the Commissioner of Aviation. 

Section 16.07. Remedies cumulative. The rights and remedies hereunder are cumulative and the 
use of one remedy shall not be taken to exclude or waive the right to the use of another. 

Section 16.08. Headings. The Article and Section headings contained herein are for convenience 
of reference only and are not intended to define, limit or describe the scope or intent of any provision of 
this Lease. 

Section 16.09. Successors and assigns. All of the covenants, stipulations and agreements herein 
contained shall, subject to the provisions of Section 16.06 hereof, inure to the benefit of and be binding 
upon the successors and assigns of the parties hereto. 

Section 16.10. Construction. This Lease shall be deemed to have been made in and shall be con- 
strued in accordance with the laws of the State of Illinois. 

Section 16.11. Counterparts. This Lease has been executed in several counterparts, each of which 
shall be an original, and all collectively but one instrument. 

IN WITNESS WHEREOF, the City of Chicago has caused this Lease to be executed on its behalf 
by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal to be 

hereunto affixed and attested by the City Clerk of the City of Chicago, and 

has caused this Lease to be executed on its behalf by its President and its 

corporate seal to be hereunto affixed and attested by its Secretary, pursuant to due authorization 

of its Board of Directors, all as of the day and year first above written. 

CITY OF CHICAGO 
By 



Mayor 



City Clerk 



APPROVED: 



Comptroller 
APPROVED: 



ATTEST: 



Corporation Counsel 



, Secretary 



JOINT CARGO BUILDING 
AND SITE LEASE 



Joint Cargo Building and Site Lease 

THIS LEASE, made and entered into as of this 1st day of January, A.D. 1959, by and between the 
CITY OF CHICAGO, a municipal corporation of the State of Illinois (hereinafter referred to as "City"), 

and , 

a corporation organized and existing under and by virtue of the laws of the State of 

(hereinafter referred to as "Airline"), 

WITNESSETH: 

WHEREAS, City owns and operates the airport known as Chicago-O'Hare International Airport 
(a plat of said airport being attached hereto as Exhibit A and made a part hereof), situated in the County 
of Cook and the County of Du Page, State of Illinois (hereinafter, together with any additions thereto or 
enlargements thereof, whether or not made with corporate funds of City, Government Grants in Aid, 
Approved Revenue Bonds (as such term is hereinafter defined) or any other funds of any nature what- 
soever, referred to as the "Airport"), with the power to lease premises and facilities and to grant rights 
and privileges with respect thereto, all as hereinafter provided; and 

WHEREAS, City and Airline have entered into an agreement of even date herewith, entitled and 
hereinafter referred to as the Airport Use Agreement; and 

WHEREAS, Airline is engaged in the business of air transportation and desires to lease premises and 
facilities in the area (hereinafter referred to as the "Joint Airline Cargo Area") consisting of approxi- 
mately sixteen and twenty-eight hundredths (16.28) acres to be located in the westerly portion of the Cargo 
Area shown on said Exhibit A and to obtain certain rights and privileges with respect thereto and to the use 
of the Airport upon the terms and conditions hereinafter provided; and 

WHEREAS, City is willing to lease to Airline such premises and facilities, and to grant to Airline such 
rights and privileges, upon the terms and conditions hereinafter provided; and 

WHEREAS, City has adopted an ordinance providing for the issuance of revenue bonds, the pro- 
ceeds of which are to be used, among other things, for the construction in the Joint Airline Cargo Area 
of facilities, according to plans and specifications on file in the office of the Clerk of City, and City is 
willing to use its best efforts to finance and construct such facilities, 

NOW, THEREFORE, for and in consideration of the premises (which are incorporated into the 
body of this Lease as fully as if they were set forth therein) and of the mutual covenants and agree- 
ments herein contained, and other valuable considerations, the parties hereto covenant and agree as 
follows : 

ARTICLE I 

Premises 

Section 1.01. Lease of premises. City leases to Airline, and grants to Airline, its employees, agents, 
guests, patrons and invitees, the use of the following premises (including improvements and facilities 
therein) to be located at the Airport: 

(a) the exclusive use of (i) an aggregate of square feet of space in Joint Cargo Building 

No. . . . (hereinafter referred to as the "Cargo Building") shown on Exhibit A-2 attached 
hereto and made a part hereof, which space shall be in the general area designated on said 

Exhibit A-2 as , and is hereinafter referred to as Airline's Cargo Building Space and 

(ii) the truck parking area of a depth of approximately forty (40) feet, adjacent to Airline's 
Cargo Building Space; 

(b) the exclusive use of (i) an undivided per cent (...%) of an additional 

aggregate of fifteen thousand five hundred and fifty- two (15,552) square feet of space in the 



Cargo Building, in the general area designated on said Exhibit A-2 as REA, which space is 
hereinafter referred to as REA Cargo Building Space and (ii) the same percentage of the truck 
parking area of a depth of approximately forty (40) feet, adjacent to the REA Cargo Building 
Space; 

(c) the use, in common with other Cargo Building Lessees, of space in the Cargo Building not 
leased to any Cargo Building Lessee pursuant to the preceding subparagraphs, which space shall 
be for the exclusive use of all Cargo Building Lessees; 

(d) the use, in common with other Cargo Building Lessees, of the cargo ramp aprons adjacent to 
the Cargo Building, which aprons shall be for the exclusive use of all Cargo Building Lessees 
and shall not be considered public ramp areas or as available for common use generally; and 

(e) the use, in common with other lessees of space in the Cargo Building and in Joint Cargo 

Building No shown on said Exhibit A-2, of all general areas in the Joint Airline Cargo 

Area, which areas shall be for the exclusive use of such lessees and shall not be considered 
public areas or available for common use generally. The general areas in the Joint Airline 
Cargo Area shall mean those portions, if any, of such Area as do not constitute space in the 
Cargo Building or in said Joint Cargo Building No. ..., or cargo ramp aprons adjacent to 
either such Building, or truck parking areas of a depth of approximately forty (40) feet adjacent 
to either such Building. 

As promptly as practicable, the Consulting Engineer shall specify within the foregoing requirements 
the exact location on the Airport of the Joint Airline Cargo Area and the Commissioner of Aviation shall 
advise Airline in writing thereof, whereupon the Joint Airline Cargo Area shall be the area so specified by 
the Consulting Engineer. 

Section 1.02 Use of premises. The use by Airline, its employees, agents, guests, patrons and 
invitees of the premises described in Section 1.01 hereof shall include the use thereof, subject to the provi- 
sions hereof and to rules and regulations promulgated by City in accordance with Article VI hereof, for 
the following purposes: 

(a) the use of space in the Cargo Building for any and all purposes reasonably necessary or con- 
venient in connection with receiving, delivering, dispatching, processing, handling and storing air 
cargo, express, mail and other property; 

(b) the loading and unloading upon the cargo ramp aprons adjacent to the Cargo Building of 
property, cargo and mail upon or from aircraft (including exclusive freight or cargo flights) by 
such means as may be necessary or convenient, and the exercise of all rights and privileges on 
and with respect to such cargo ramp aprons which are granted to Airline under the Airport Use 
Agreement on and with respect to any cargo ramp areas at the Airport available for common use 
but any such exercise shall be free of any charge for parking of aircraft; 

(c) the use of truck and automobile loading and unloading parking areas adjacent to Airline's Cargo 
Building Space for the loading, unloading and parking of automobiles and trucks; 

(d) the use of general areas in the Joint Airline Cargo Area for any and all purposes reasonably 
necessary or convenient in connection with the receiving, delivering, dispatching, processing, 
handling and storing of air cargo, express, mail and other property, including, without limita- 
tion, parking of automobiles in areas designated for that purpose; and 

(e) the maintenance and operation of buildings, facilities and equipment and the carrying on of 
activities reasonably necessary or convenient in connection with the foregoing; 

provided, however, that the foregoing shall not permit the conduct by Airline of any business separate from 
its operation of an air transportation system. 

Notwithstanding the lease of any premises to Airline hereunder, Airline shall not be entitled to con- 
struct or install equipment, improvements or facilities in, or otherwise occupy or use any of such premises 



until such time as the Consulting Engineer shall certify that such premises are available for such construc- 
tion, installation, occupancy or use. Furthermore, any such construction, installation, occupancy or use 
during any period prior to completion of the construction provided for in Section 4.01 hereof shall be sub- 
ject to such restrictions as the Commissioner of Public Works may reasonably prescribe as appropriate in 
order not to unreasonably interfere with such completion. Subject to the foregoing requirements and the 
provisions hereof, Airline shall be permitted, at as early a date as practicable, to construct and install 
equipment, improvements, and facilities in Airline's Cargo Building Space. 

Section 1.03. Ingress and egress. Right to connect utilities. Subject to rules and regulations pro- 
mulgated by City in accordance with Article VI hereof, Airline shall have the right and privilege over the 
Airport of ingress to and egress from the Joint Airline Cargo Area for its employees, agents, guests, 
patrons and invitees, its or their suppliers of materials and furnishers of service, and its or their air- 
craft, equipment, vehicles, machinery and other property, including the right to construct, install, maintain, 
use and operate facilities and equipment on the Airport for the purpose of connecting the Joint Airline 
Cargo Area with utility lines serving such Area, any such connection to be at a point and over a route 
approved by the Commissioner of Public Works or other official having charge of the Airport, as being the 
most practical place and route available. Airline shall pay all charges for electric power furnished to 
premises leased to it hereunder. Except as in this Lease or in any other agreement between City and 
Airline otherwise specifically provided, no charges, fees or tolls of any nature, direct or indirect, shall be 
imposed by City upon Airline, its employees, agents, guests, patrons and invitees, its or their suppliers 
of materials and furnishers of service, for such right of ingress and egress, including such connections, 
or for the privilege of purchasing, selling or using for a purpose herein permitted any materials or serv- 
ices purchased or otherwise obtained by Airline, or transporting, loading, unloading or handling 
property, cargo, or mail in connection with Airline's business or exercising any right or privilege granted 
by City hereunder. The foregoing shall not preclude City or its concessionaires from making and collecting 
a charge for the use of public automobile parking areas, sightseeing facilities or ground transportation to 
or from the Airport furnished by City or its concessionaires, or preclude City from imposing any sales, 
occupation or other taxes provided by law, permit or license fee not inconsistent with the rights and 
privileges granted to Airline hereunder. 

Airline shall have the right to purchase or otherwise obtain property and services of any nature from 
any suppliers of its choice. 

Section 1.04. Use of premises on behalf of or by others. Any of the premises leased to Airline 
under this Article I may also be used, in whole or in part, by Airline on behalf of or in conjunction with 
any other Airline Party or Parties in connection with the conduct of air transportation by such other Air- 
line Party or Parties, to the same extent as Airline is entitled to use such premises in its own behalf in 
connection with its conduct of air transportation. Airline shall also be entitled to sublease any of such 
premises, in whole (subject to the prior approval of City) or in part, to any other Airline Party or 
Parties for use in connection with the conduct of air transportation by such other Airline Party or 
Parties, to the same extent as Airline is entitled to use such premises in its own behalf in connection 
with its conduct of air transportation. In addition, Airline shall be entitled to sublease to Railway 
Express Agency or any other organization or organizations performing substantially similar functions to 
those presently performed by Railway Express Agency, all or any portion of any REA Cargo Building 
Space leased to Airline hereunder. In case of any use of any of such premises by Airline on behalf of 
or in conjunction with any other Airline Party or Parties, or in case of any sublease of any of such premises 
in accordance with the foregoing provisions, Airline shall remain liable for its obligations hereunder 
and the rights and privileges granted hereunder to Airline, its employees, agents, guests, patrons and 
invitees and its or their suppliers of materials and furnishers of service shall be granted with respect 
to such premises (except as may be otherwise provided in any such sublease) to such other Airline 
Party or Parties or sublessee or sublessees, as the case may be, and its or their employees, agents, guests, 
patrons, invitees, suppliers of materials and furnishers of service. 

Notwithstanding the foregoing provisions of this Section 1.04, no use of any of the premises leased to 
Airline under this Article I may be made by Airline on behalf of or in conjunction with any other Airline 



Party or Parties, and no sublease of any part of such premises may be made by Airline, except in each 
case with the consent of the Commissioner of Aviation, if such use or sublease involves payment to Airline 
by any such other Airline Party or sublessee of an amount greater than Airline's expenses with respect to 
the premises, facilities and services used by, furnished to or subleased to such other Airline Party or sublessee. 

ARTICLE II 
Term 

The term of this Lease shall be for a period of forty (40) years commencing on the date set forth in 
the first line of this Lease. 

ARTICLE III 
Rentals 

As rental for the premises leased to it hereunder, Airline shall pay on or before the first day of each 
calendar month commencing January 1, 1962 and thereafter during the term hereof, a monthly rental 

(hereinafter called "ground rental" ) of 

Dollars ($ ). 

Airline shall also pay on or before the first day of each calendar month commencing January 1, 1962 
(regardless of the date on which the buildings and improvements to be constructed by City upon the Joint 
Airline Cargo Area shall be completed), and thereafter so long during the term hereof as any Bonds issued 
pursuant to Section 2.02 or 2.15 of the Revenue Bond Ordinance are outstanding, a monthly rental (here- 
inafter called "additional rental") of 

Dollars ($ ) . After the payment and retirement of all Bonds issued pursuant to 

Section 2.02 or 2.15 of the Revenue Bond Ordinance, the additional rental shall cease, and Airline shall be 
entitled during the term of this Lease to the continued use of the premises leased to Airline hereunder upon 
the payment of the ground rental provided for hereunder. 

The ground rental and additional rental are herein collectively referred to as "rental" and shall be 
payable at the office of the City Comptroller. Any rental payable by Airline hereunder which is not paid 
when due shall bear interest at the rate of seven per cent (7%) per annum from the due date thereof 
until paid. 

If any rental hereunder terminates prior to the last day of any month, such rental for such month 
shall be determined on a pro rata basis according to the number of days of such month involved. 

City and Airline agree that so long as any Approved Revenue Bonds are outstanding the rentals pro- 
vided for hereunder shall not be reduced. 

ARTICLE IV 

Construction and Maintenance by City 

Section 4.01. Construction by City. City agrees to use its best efforts to cause buildings and im- 
provements on the Joint Airline Cargo Area, taxiways, roadways, water lines, sewer lines and drainage 
ditches serving such Area, and connections between such taxiways and such Area, all as shown in the 
plans and specifications therefor, including Exhibits 1, 3, 4 and 7 thereof, prepared by Naess & Murphy, 
architects, and on file in the office of the City Clerk, and Exhibit A-2, attached hereto, to be completed as 
early as practicable, subject to the availability of funds therefor from the proceeds of Bonds issued pursuant 
to the Revenue Bond Ordinance. City further agrees to use its best efforts, subject to the foregoing, to 
cause all buildings and improvements on such Area to be available for occupancy and use simultaneously. 

Airline is granted the right and privilege to use, in common with others, the taxiways, the connections 
therefrom, roadways, water lines, sewer lines and drainage ditches serving the Joint Airline Cargo Area; 
provided, however, that Airline shall be required to pay to City a reasonable charge for direct metered 
water supplied by City to Airline through any such water line. 



Section 4.02. Maintenance and operation. City shall operate and maintain, in all respects in a 
manner consistent with that of a reasonably prudent operator of an airport, and keep in good condition 
and repair (including the removal of snow, vegetation, stones and other foreign matter as reasonably as 
may be done, from taxiways, connections therefrom, and roadways) all taxiways, connections therefrom, 
roadways, water lines, sewer lines, drainage ditches, additions, improvements, facilities and equipment 
now or hereafter provided by City, serving the Joint Airline Cargo Area but located outside of such Area. 

Section 4.03. Taxes on demised premises. City shall pay any and all taxes or special assessments, 
if any, which may be levied or assessed upon the premises leased to Airline hereunder; provided, however, 
that the foregoing shall not apply to taxes on any personal property or leasehold of Airline located on such 
premises. 

Section 4.04. Exclusive Possession. City agrees that Airline, performing its obligations hereunder, 
shall be entitled to and shall have the exclusive possession and enjoyment of the premises, rights and 
privileges leased to it hereunder, subject, however, to the provisions hereof. 

Section 4.05. Performance by Airline upon failure of City to maintain and operate. In the event 
City fails to perform, for a period of thirty (30) days after notice from Airline so to do, any obligation 
required by this Article IV to be performed by City, Airline may perform such obligation of City and 
bill City for the cost to Airline of such performance, but Airline shall not deduct any such cost from any 
amounts due hereunder or under any other agreement between Airline and City relating to the Airport 
unless at the time there are no Approved Revenue Bonds outstanding; provided, however, that if City's 
failure to perform any such obligation endangers the safety of Airline's operations at the Airport and Air- 
line so states in its notice to City, Airline may perform such obligation of City at any time after the 
giving of such notice and bill City for Airline's cost of such performance, but Airline shall not deduct 
any such cost from any amounts due hereunder or under any other agreement between Airline and City 
relating to the Airport unless at the time there are no Approved Revenue Bonds outstanding. City, 
however, shall not be liable to Airline for any loss of revenues to Airline resulting from any of City's 
acts, omissions or neglect in the maintenance and operation or otherwise by it of the Airport or any 
facilities now or hereafter connected therewith. 

ARTICLE V 
Construction, Maintenance and Repair by Airline 

Section 5.01. Construction, maintenance and repair by Airline. Airline may construct or install at 
at its own expense any improvements, facilities and equipment, and any additions thereto, in any premises 
leased hereunder to Airline for its sole exclusive use. Airline, together with other lessees of such premises, 
may construct or install at its or their own expense, any buildings, improvements, facilities and equipment, 
and any additions thereto, in any premises leased hereunder to Airline and such lessees for their common 
use. Plans and specifications of any such proposed construction or installation (including any substantial 
alteration or addition thereto) shall be submitted to and receive the approval of the Commissioner of 
Public Works prior to the commencement of construction or installation. All such construction or 
installation shall be made only after obtaining requisite building or construction licenses or permits. 
All buildings and permanent improvements constructed pursuant to the foregoing provisions shall become 
the property of City upon completion of construction thereof. 

Airline shall keep and maintain all improvements and facilities and additions thereto, constructed or 
installed by Airline (either alone or in common with other lessees) in good condition and repair. Subject 
to the provisions of Article VIII hereof, Airline shall, after completion of the construction thereof, keep 
all buildings and improvements constructed by City on premises leased to Airline hereunder, in good 
condition and repair. 

No restrictions shall be placed on Airline as to the architects, builders or contractors who may be 
employed by it in connection with construction, installation, alteration, repair or maintenance by Airline 
on premises leased to it hereunder. 



Airline shall, after completion of the construction provided for by Section 4.01 hereof, keep the 
premises leased to it hereunder and all construction and installations made thereon in a sanitary and 
sightly condition, and shall comply with all health and safety requirements applicable thereto. 

Any advertising signs installed by Airline shall be limited to those which advertise air transportation, 
and the number, general type, size, design and location of such signs shall be subject to the approval of the 
Commissioner of Aviation. 

Section 5.02. Lighting. Airline shall illuminate the apron in front of the Cargo Building with flood 
lights and shall place and maintain at all times red obstruction lights on the highest point and on each 
corner of such Building and on the highest point of each smoke stack, pole, aerial and antenna on 
premises leased to it hereunder. The obstruction light fixtures shall be of a dual type and the lights shall be 
kept burning at Airline's expense from dusk to dawn and during periods of restricted visibility. 

Section 5.03. Covenant against liens. Airline shall keep the premises leased to it hereunder and 
the buildings, improvements and facilities constructed thereon free and clear of any and all liens in any 
way arising out of the action, or use thereof, by Airline; provided, however, that Airline may in good 
faith contest the validity of any lien. 

Section 5.04. Performance by City upon failure of Airline to maintain. In the event Airline fails 
to perform for a period of thirty (30) days after notice from City so to do, any obligation required by 
this Article V to be performed by Airline, City may enter the premises involved (without such entering 
causing or constituting a termination of this Lease or an interference with the possession of said premises 
by Airline) and do all things necessary to perform such obligation, charging to Airline the cost and expense 
thereof and Airline agrees to pay City such charge in addition to any other amounts payable by Airline 
hereunder; provided, however, that if Airline's failure to perform any such obligation endangers the safety 
of the public or of employees of City, and City so states in its notice to Airline, City may perform such 
obligation of Airline at any time after the giving of such notice and charge to Airline, and Airline shall 
pay, as aforesaid, the cost and expense of such performance. 

Section 5.05. Right of reimbursement of Airline. The obligations of Airline under this Article V 
shall be without prejudice to the right of Airline to obtain reimbursement from any other lessee of premises 
in the Joint Airline Cargo Area for or on account of costs and expenses incurred by Airline in performing 
any obligation of Airline hereunder, if under the lease between such lessee and City, such lessee is also 
obligated to perform such obligation. 

ARTICLE VI 

Rules and Regulations 

Airline shall observe and obey all rules and regulations governing the conduct and operation of the 
Airport, promulgated from time to time by City, which are reasonably required for the prudent and 
efficient operation of the Airport and are not inconsistent with the reasonable exercise by Airline of any 
right or privilege granted to it hereunder or under any other agreement between Airline and City relating 
to the Airport or any part thereof, nor inconsistent with safety nor with the rules and regulations of any 
Federal or State agency having jurisdiction with respect thereto, nor inconsistent with the procedures 
prescribed or approved from time to time by the Civil Aeronautics Administration or any other govern- 
mental authority having jurisdiction over operations at the Airport. 

City shall keep Airline supplied with five sets of City's current Airport rules and regulations applicable 
to Airline. Except in cases of emergency, no such rule or regulation shall be applicable to Airline unless 
it has been given fifteen (15) days notice of the adoption thereof. 

City, however, shall have no control over the rates, fares or charges that Airline may prescribe in 
connection with its conduct of an air transportation business. 



ARTICLE VII 

Exercise by City of Governmental Functions 

Nothing contained herein shall impair the right of City in the exercise of its governmental functions 
to require Airline to pay any tax or inspection fees or to procure necessary permits or licenses, provided 
such requirement is not inconsistent with the rights and privileges granted to Airline hereunder. 

ARTICLE VIII 

Indemnity and Insurance 

Section 8.01. Liability arising from act of Airline. Airline agrees to indemnify and hold City 
harmless from and against all liabilities, judgments, costs, damages and expenses which may accrue against, 
be charged to or recovered from City by reason or on account of damage to the property of City or the 
property of, injury to or death of any person, arising from Airline's use and occupancy of and operations at 
the Airport, including acts of its agents, contractors and subcontractors, except when caused by City's sole 
negligence or by the joint negligence of City and any person other than Airline, its agents, contractors and 
subcontractors; provided that City shall give Airline prompt and timely notice of any claim made or suit 
instituted which, in any way, affects Airline or its insurer, and Airline or its insurer shall have the right to 
compromise and defend the same to the extent of their own interests. Any final judgment rendered against 
City for any cause for which Airline is liable hereunder shall be conclusive against Airline as to liability 
and amount. 

Airline shall, at its own expense, keep in force insurance of the following types and in not less than 
the following amounts, issued by a company or companies of sound and adequate financial responsibility, 
insuring Airline and City against all liabilities for accidents arising out of or in connection with Airline's 
use and occupancy of and operations at the Airport, except when caused by City's negligence alone or 
jointly with any person other than Airline, its agents, contractors and subcontractors, and shall furnish to 
City certificates evidencing such insurance, naming City as an additional assured thereunder, subject to the 
limitations set forth above in respect of City's negligence, to-wit: 

Aircraft Public Liability Insurance $ 100,000 per person 

$1,000,000 per accident 

Aircraft Property Damage Insurance $ 200,000 per accident 

Comprehensive Public Liability Insurance $ 100,000 per person 

$ 250,000 per accident 

Comprehensive Property Damage Insurance $ 100,000 per accident 

If pursuant to any other agreement between Airline and City, Airline is complying with requirements 
identical with those of this Section, such compliance shall also serve as compliance with the requirements 
of this Section. 

Section 8.02. Insurance in connection with construction by City. City shall, until the date upon 
which the completion of the buildings and improvements to be constructed by City on the Joint Airline 
Cargo Area as provided in Section 4.01 hereof is certified by the Consulting Engineer, keep in force insur- 
ance issued by a responsible insurance company or companies, insuring City against all liabilities for public 
liability or property damage arising out of or in connection with the construction upon or the use and 
occupancy of the Joint Airline Cargo Area in amounts of comprehensive insurance not less than those 
provided in Section 8.01 hereof, and insuring such buildings and improvements during construction under 
completed builder's risk insurance, against fire, extended coverage, vandalism and sprinkler leakage in an 
amount equal to the full insurable value of such construction as the same progresses in order to assure 
continuity of construction and ultimate completion despite damage or destruction suffered during the course 
thereof. City may cause such insurance to be effected in whole or in part by the contractors performing 
the construction work, but, in any event, the cost of such insurance shall be deemed a part of the cost of 



construction of such buildings and improvements. City's obligations under this Section are subject to the 
availability of funds for the cost of such insurance. 

Section 8.03. Insurance after completion of construction. The buildings and improvements being 
constructed by City hereunder on the Joint Airline Cargo Area, shall be insured at all times, on and after 
the date upon which completion thereof is certified by the Consulting Engineer and during the term hereof, 
under a so-called "fire and extended coverage policy or policies," issued by a responsible insurance com- 
pany or companies, which policy or policies shall specifically insure against loss or damage by fire, light- 
ning, collision, explosion, strikes, riots, civil commotions, malicious damage, tornado and windstorm to the 
greatest amount obtainable, having due regard to the terms and conditions of such policies and the cover- 
age of risks provided for thereunder not, however, exceeding, without consent of Airline, eighty per cent 
(80%) of the full insurable value thereof. Such insurance policy or policies shall be taken out and main- 
tained by City, but prior to the taking out of any such policy or policies City shall advise the Airlines Rep- 
resentative of the insurance policies proposed to be taken out by City and the cost and coverage thereof 
and shall give due consideration to any suggestions made by such Representative with respect to the pro- 
posed insurance. All such insurance policies shall name City and Airline as insureds thereunder, and shall 
provide that proceeds of such insurance shall be payable to City and such policies shall be delivered to 
the City Comptroller of City. Airline shall pay to City at the office of the City Comptroller within 20 days 

after receipt by Airline of a statement therefor, per cent (...%) of the 

cost of any insurance policies taken out by City pursuant to the foregoing provisions and any amount 
so payable by Airline which is not paid when due hereunder, shall bear interest at the rate of seven per 
cent (7%) per annum from the due date thereof until paid. 

Should any building or improvement constructed by City on the premises leased to Airline hereunder 
be damaged or destroyed on or after the date upon which the completion of the buildings and improve- 
ments being constructed by City hereunder is certified by the Consulting Engineer, and if any insurance 
proceeds are payable by reason thereof, City shall immediately after such damage or destruction cause 
plans, specifications and estimate of cost for repairing, replacing or reconstructing the damaged or destroyed 
property (in accordance with the original design, subject to such modifications thereof as may be approved 
by Airline and the Commissioner of Public Works) to be prepared. Airline shall be entitled to participate 
in the preparation of such plans and specifications and shall be consulted for its suggestions before any 
such plans and specifications are approved. Such insurance proceeds shall be applied, as promptly as prac- 
ticable, to the repair, replacement or reconstruction of the damaged or destroyed property, in accordance 
with such plans and specifications, except that if such proceeds are more than sufficient for such purpose, 
the balance remaining upon completion of the repairs, replacement or reconstruction of the damaged or 
destroyed property, shall, if at the time any Bonds are outstanding under the Revenue Bond Ordinance, 
be transferred to the credit of the Sinking Fund Account under such Ordinance, and if at the time but 
only if at the time no such Bonds are outstanding, shall be set aside and deposited in the Improvement 
Account referred to in the Airport Use Agreement. If such insurance proceeds are insufficient for such 
purpose, the deficiency shall be supplied by City from any moneys in the Reserve Maintenance Account 
or the Deferred Maintenance Account, as the case may be. 



ARTICLE IX 

Abatement 

Section 9.01. Abatement in event of closing while any Approved Revenue Bonds are outstanding. 
In the event that the Airport shall be closed for any period of time by any order or direction of City or 
any other governmental authority or agency, or by any order or direction of any court of competent juris- 
diction, while any Approved Revenue Bonds are outstanding, then to the extent but only to the extent 
that sufficient moneys are then held to the credit of the Emergency Reserve Account under the Revenue 
Bond Ordinance, the rentals provided herein as payable by Airline shall abate for the period of such 
closing. 



In the event the Airport shall be so closed for the landing or taking off of all turbo jet powered aircraft 
operated by Airline Parties, which at the time are landing or taking off, in the course of normal operations, 
at one or more airports having facilities similar to those at the Airport, but shall not be closed to the landing 
or taking off of other aircraft operated by any Airline Parties, while any Approved Revenue Bonds are 
outstanding, then fifty per cent (50%) of the rentals provided herein as payable by Airline shall abate for 
the period of such closing, but in no event for more than six (6) months for any single closing, in any fiscal 
year, to the extent but only to the extent that sufficient moneys are then held to the credit of the Emergency 
Reserve Account under the Revenue Bond Ordinance. 

Notwithstanding the foregoing provisions, in the event there are not sufficient moneys at the time to 
the credit of the Emergency Reserve Account available for use under the Revenue Bond Ordinance in an 
amount equivalent to the amount of rentals to be abated pursuant to the foregoing provisions of this 
Section 9.01 and pursuant to similar provisions for the abatement of rentals under any other leases of 
premises at the Airport between City and any Airline Party or Parties, then the abatement of rentals pur- 
suant to this Section 9.01 and pursuant to the provisions of such other leases shall be proportionately 
decreased so that the aggregate amount of all such abatements shall not exceed the moneys at the time 
to the credit of the Emergency Reserve Account which are available for use under the Revenue Bond 
Ordinance. 

Section 9.02. Abatement on account of casualty when no Approved Revenue Bonds are outstanding. 
If due to damage or destruction by fire, other casualty, act of God or the public enemy, not due to any 
fault of Airline, any of the facilities serving the Joint Airline Cargo Area which are to be furnished by 
City as provided in Section 4.01 hereof shall be rendered unusable to such an extent as to substantially 
impair the ability of Airline to conduct normal operations on the premises leased to it hereunder, and if 
at the time but only if at the time no Approved Revenue Bonds are outstanding, then the rental payable 
hereunder by Airline for such premises shall be paid up to the date of such damage or destruction, but, 
unless City shall promptly furnish adequate temporary substitute facilities and expeditiously restore such 
facilities so damaged or destroyed, such rental shall thereafter abate in an amount directly proportional 
to the extent Airline's ability to conduct normal operations on such premises is impaired by such damage 
or destruction; provided, however, that if City fails to repair such damage or destruction so that Airline's 
ability to conduct normal operations on such premises is substantially impaired for more than ninety (90) 
days and if at the time but only if at the time no Approved Revenue Bonds are outstanding, then Airline 
at its option may, by giving to City at least thirty (30) days prior notice, terminate this Lease. City shall 
not be liable to Airline for damages for City's failure to furnish such temporary substitute facilities or, 
except as provided in Section 4.05 hereof, for City's failure to expeditiously restore such facilities. 

If due to damage or destruction by fire, other casualty, act of God or the public enemy affecting the 
Airport, Airline's use of the Airport in its conduct of an air transportation system shall be substantially 
affected and if at the time but only if at the time no Approved Revenue Bonds are outstanding, then, 
without any prejudice to any right of termination hereunder, Airline shall have the right upon notice to 
City, to the abatement of a just proportion of the rental provided herein from the time of such notice until 
normal operations are permitted. 

ARTICLE X 

Termination by City 

City may terminate this Lease by giving Airline sixty (60) days advance notice upon or after the 
happening and during the continuance of any one of the following events: 

(a) The filing by Airline of a voluntary petition in bankruptcy. In such event, City shall have 
the right to file a claim as a creditor and the rentals due and to become due under the terms of this 
Lease shall be accelerated and become due and payable. 

(b) The institution of proceedings in bankruptcy against Airline and the final adjudication of 
Airline as a bankrupt pursuant to such proceedings. 



(c) The taking by a court of competent jurisdiction for a period of sixty (60) days of all or 
substantially all of Airline's assets pursuant to proceedings brought under the provisions of any 
Federal reorganization act. 

(d) The appointment of a receiver of all or substantially all of Airline's assets and Airline's 
failure to vacate such appointment within sixty (60) days thereafter. 

(e) The assignment by Airline of its assets for the benefit of its creditors. 

(f ) The abandonment by Airline of its conduct of air transportation at the Airport. 

(g) The default by Airline in the performance of any covenant or agreement required to be 
performed by Airline herein and the failure of Airline to remedy such default, or to take prompt action 
to remedy such default, within a period of sixty (60) days after receipt from City of notice to 
remedy the same. 

No waiver by City of default of any of the terms, covenants or conditions hereof to be performed, 
kept and observed by Airline shall be construed to be or act as a waiver of any subsequent default of any 
of such terms, covenants and conditions. 

ARTICLE XI 

Recovery of Possession by City 

If Airline shall vacate or abandon the premises leased to it hereunder, or in case of the termination of 
this Lease, Airline's right to the possession of said premises shall terminate, with or without any further 
notice or demand whatsoever, and the mere retention of possession thereafter by Airline shall constitute a 
forcible detainer of said premises, and upon the termination of Airline's right of possession, as aforesaid, 
Airline agrees to surrender its possession of said premises immediately, without the receipt of any demand 
for rent, notice to quit or demand for possession of said premises whatsoever, and hereby grants to City 
full and free license to enter into and upon said premises, or any part thereof, to take possession thereof, 
as against Airline and others claiming through it, with or without process of law, and to expel and 
remove Airline and any other person claiming through it who may be occupying said premises, or any 
part thereof, and City may use such force in and about so expelling and removing Airline and said other 
person as may reasonably be necessary, and City may, as against Airline and others claiming through it, 
repossess itself of said premises as of its former estate, but said entry of said premises shall not constitute 
a trespass or forcible entry or detainer, nor shall it cause forfeiture of rents due by virtue hereof, nor a 
waiver of any covenant, agreement or promise herein contained to be performed by Airline. 

Airline hereby waives all notice of any election made by City under this Lease, demand for rent, 
notice to quit, demand for possession, and any and all notices and demands whatsoever of any and every 
nature which may or shall be required by any statute of this State relating to forcible entry and detainer, 
or to landlord and tenant, or any other statute, or by the common law during the term of this Lease; 
provided, however, the foregoing shall not apply to any notice specifically required under the provisions 
of this Lease. The acceptance of rent, whether in a single instance or repeatedly, after it falls due, or 
after knowledge of any breach hereof by Airline or the giving or making of any notice or demand, whether 
according to any statutory provision or not, or any act or series of acts except an express written waiver, 
shall not be construed as a waiver of any right hereby given City, or as an election not to proceed under 
the provisions of this Lease. 

The obligation of Airline to pay the rent reserved hereby shall not be deemed to be waived, released 
or terminated, by the service of any five-day notice, other notice to collect, demand for possession, or notice 
by City that the tenancy hereby created will be terminated on the date therein named, the institution of 
any action of forcible detainer or ejectment or any judgment for possession that may be rendered in such 
action, or any other act or acts, other than termination of this Lease, resulting in the termination of 
Airline's right to possession of the premises leased to it hereunder. City may collect and receive any rent 
due from Airline, and payment or receipt thereof shall not waive or affect any such notice, demand, suit or 

10 



judgment or in any manner whatsoever waive, affect, change, modify or alter any rights or remedies which 
City may have by virtue hereof. 

ARTICLE XII 
Termination by Airline 
After but only after the payment and retirement of all Approved Revenue Bonds, Airline may termi- 
nate this Lease and any or all of its obligations hereunder at any time that Airline is not in default in the 
payment of any amount due from it to City hereunder by giving City sixty (60) days advance notice upon 
or after the happening and during the continuance of any one of the following events : 

(a) The failure or refusal of the Civil Aeronautics Administration to approve all weather operations 
into and from the Airport of aircraft of any type operated by Airline in scheduled air transpor- 
tation using facilities similar to those at the Airport and continuance thereof for a period of at 
least sixty (60) days. 

(b) The issuance by any court of competent jurisdiction of an injunction in any way preventing or 
restraining the use of the Airport or any part thereof so as to substantially affect Airline's use of 
the Airport in its conduct of an air transportation system and the remaining in force of such 
injunction, not stayed by way of appeal or otherwise, for a period of at least sixty (60) days. 

(c) The issuance of any order, rule or regulation or the taking of any action by the Civil Aeronautics 
Board or the Civil Aeronautics Administration or other competent government authority, or the 
occurrence of any fire, other casualty, act of God or the public enemy, substantially affecting, for 
a period of at least sixty (60) days, Airline's use of the Airport in its conduct of an air trans- 
portation system; provided, however, that none of the foregoing is due to any fault of Airline. 

(d) The default by City in the performance of any covenant or agreement required to be performed 
by City herein or in any other agreement between City and Airline relating to the Airport or any 
part thereof, and the failure of City to remedy such default, or to take prompt action to remedy 
such default, within a period of sixty (60) days after receipt from Airline of notice to remedy 
the same. 

(e) The substantial restriction of City's operation of the Airport by action of the Federal Government, 
or any department or agency thereof, under its wartime or emergency powers, or by action of the 
State of Illinois, or any department or agency thereof, and continuance thereof for a period of 
not less than sixty (60) days, provided such restriction adversely affects Airline's operations 
at the Airport. 

No waiver by Airline of default of any of the terms, covenants or conditions hereof, or of any other 
agreement between City and Airline relating to the Airport or any part thereof, to be performed, kept and 
observed by City shall be construed to be or act as a waiver of any subsequent default of any of such terms, 
covenants and conditions. 

ARTICLE XIII 
Surrender of Possession 
Upon termination of this Lease, Airline shall surrender its interest in the premises leased to it here- 
under and in the buildings and improvements situated thereon, which buildings and improvements shall 
be in good condition and repair, reasonable wear and tear and damage by fire, other casualty, act of God 
or the public enemy excepted. 

ARTICLE XIV 
Right of Airline to Remove Property 
Airline shall be entitled during the term of this Lease, and for a reasonable time (not exceeding 
forty-five days) after its termination, to remove from the premises involved, or any part thereof, all trade 
fixtures, tools, machinery, equipment, materials and supplies placed thereon by it pursuant to this Lease, 
subject, however, to any valid lien City may have thereon for unpaid rentals or other amounts, payable by 
Airline to City hereunder or under any other agreement between City and Airline relating to the Airport or 
any part thereof, and provided that Airline shall have repaired all damage resulting from such removal. 

11 



Airline shall, together with any other lessees of space in the Joint Airline Cargo Area, have similar 
rights of removal with respect to all trade fixtures, tools, machinery, equipment, maintenance or supplies 
which they together may place upon the Joint Airline Cargo Area. 

ARTICLE XV 

Definitions 
The following terms, when used in this Lease, shall have the following meanings: 

Section 15.01. Revenue Bond Ordinance. "Revenue Bond Ordinance" shall mean the Ordinance 
entitled "Ordinance authorizing the issuance of Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959 for the purpose of improving and extending said Airport and providing for payment of 
principal of and interest on said bonds", adopted the 29th day of December, 1958. 

Section 15.02. Approved Revenue Bonds. "Approved Revenue Bonds" shall mean (a) the prin- 
cipal amount of Bonds to be issued pursuant to the provisions of Section 2.02 of the Revenue Bond Ordi- 
nance, (b) any additional Bonds which may be issued pursuant to the provisions of Section 2.15 of the 
Revenue Bond Ordinance to pay the cost of completing improvements as referred to therein, and (c) any 
additional Bonds which may be issued pursuant to the provisions of Section 2.16 of the Revenue Bond 
Ordinance for the purpose of constructing additional improvements and extensions referred to therein, if 
and only if the terms and provisions of such additional Bonds issued under said Section 2.16 and of the 
Supplemental Ordinance or Ordinances of City authorizing their issue shall have been approved by the 
Airlines Representative. 

Section 15.03. Consulting Engineer. "Consulting Engineer" shall mean the Consulting Engineer 
acting as such under the Revenue Bond Ordinance. 

Section 15.04. Approved maximum landing weight. The "approved maximum landing weight" 
of any aircraft shall mean the maximum landing weight approved by the Civil Aeronautics Administration 
for landing such aircraft at the Airport. 

Section 15.05. Airline Parties. "Airline Parties" shall mean at any time those air carriers who then 
have agreements with City substantially the same as the Airport Use Agreement except as to any differ- 
ence in the length of term thereof, under which they agree to pay to City, in connection with each fee 
landing at the Airport of aircraft operated by them, Flight Fees on the basis and in the manner provided 
in the Airport Use Agreement and who are either 

(a) scheduled air carriers holding certificates of public convenience and necessity issued by the Civil 
Aeronautics Board, 

(b) foreign air carriers holding foreign air carrier permits issued by the Civil Aeronautics Board, or 

(c) air carriers holding certificates of convenience and necessity issued by the Illinois Commerce 
Commission (or any successor thereto). 

Section 15.06. Majority in Interest of Airline Parties. The "Majority in Interest of Airline 
Parties" shall mean at any time the then Airline Parties who (a) constitute at least one-half of all then 
Airline Parties and (b) operated aircraft landed in fee landings (as defined in the Airport Use Agree- 
ment) at the Airport during the next preceding fiscal year having an aggregate approved maximum 
landing weight representing over fifty per cent (50%) of the aggregate approved maximum landing weight 
of all aircraft, landed in such fee landings at the Airport during such year, operated by all Airline Parties 
at the time of determination. 

Section 15.07. Airlines Representative. The "Airlines Representative" at any time shall mean such 
person (and such alternates, in such order) then designated by a Majority in Interest of Airline Parties by 
notice to the Commissioner of Aviation. Any such designation of such Representative shall remain in 
full force and effect until revoked or modified by a Majority in Interest of Airline Parties by notice to the 
Commissioner of Aviation. 

12 



Section 15.08. Cargo Building Lessees. "Cargo Building Lessees" shall mean at any time those 
lessees (whether or not air transportation companies) of exclusive space in the Cargo Building. 

Section 15.09. Commissioner of Public Works. The "Commissioner of Public Works" shall be 
concerned with construction at the Airport and shall mean for the purpose of this Lease the Commis- 
sioner of Public Works of City (or any successor thereto in whole or in part as to his duties hereunder) 
and his duly authorized assistants. 

Section 15.10. Civil Aeronautics Administration, Civil Aeronautics Board. The "Civil Aeronautics 
Administration" and the "Civil Aeronautics Board" shall each include any successor thereto. 

Section 15.11. Commissioner of Aviation. The "Commissioner of Aviation" shall be concerned 
with the operation and maintenance of the Airport and shall mean for the purpose of this Lease the 
Commissioner of Aviation of City (or any successor thereto in whole or in part as to his duties here- 
under) and his duly authorized assistants. 

ARTICLE XVI 

Miscellaneous 
Section 16.01. Equality of treatment. No rights or privileges with respect to or rentals for premises 
leased for air cargo purposes at the Airport shall be granted by City to any air transportation company 
in competition with Airline, which are more favorable to such company than those granted to Airline, 
and the effect of which is to place Airline at a competitive disadvantage. 

Section 16.02. Effective date of Lease. An executed copy of this Lease will be deposited in 
escrow with The First National Bank of Chicago, as Escrowee, pursuant to an Escrow Agreement, 
between, among others, City, Airline and such Escrowee. This Lease shall become effective only when 
and if delivered uncancelled to City pursuant to the provisions of such Escrow Agreement. 

Section 16.03. 7955 Air Cargo Building Site Lease. Sixty (60) days after the date on which the 
Consulting Engineer certifies that the buildings and improvements to be constructed by City as provided 
in Section 4.01 hereof have been completed and are available for normal occupancy and use by the lessees 
thereof, Airline shall surrender to City any interest of Airline under the lease, entitled Air Cargo Building 
Site Lease, dated October 28, 1955, between City and American Airlines, Inc., and any assignment thereof, 
and such lease and the rights, privileges and obligations of the lessee thereunder shall terminate, without 
affecting, however, any then accrued rights or liabilities at the time of such termination. The lessee under 
such lease shall be entitled during such period of sixty (60) days, and not thereafter, to remove from the 
premises leased thereunder all trade fixtures, tools, machiney, equipment, materials and supplies placed on 
such premises by such lessee or any predecessor lessee. The monthly rental of Six Hundred and Seventy- 
Three Dollars ($673) provided for under such lease shall continue to be payable until December 31, 1961. 
Subject to the provisions of this Section 16.03, such lease shall continue in effect until termination thereof 
as hereinabove provided. 

Section 16.04. Consents and approvals. Consents and approvals by the Commissioner of Public 
Works, or the Commissioner of Aviation, as the case may be, shall be in writing and shall not be 
unreasonably withheld and shall be deemed to have been given unless within thirty (30) days after 
receipt of written request from Airline for such consent or approval, the Commissioner of Public Works, 
or the Commissioner of Aviation, as the case may be, shall have given Airline a written reply refusing or 
withholding action on such consent or approval and stating his reasons for such refusal or such with- 
holding of action. 

Section 16.05. Notices. All notices to City provided for herein shall be in writing and may be 
sent by registered mail, postage prepaid, addressed to the Commissioner of Aviation of the City of 
Chicago, City Hall, Chicago 2, Illinois, or to such other address as City may designate from time to time by 
notice to Airline, and shall be deemed given when so mailed. All notices to Airline provided for herein 
shall be in writing and may be sent by registered mail, postage prepaid, addressed to Airline, 

13 



or to such other address as Airline may designate from 

time to time by notice to City, and shall be deemed given when so mailed. 

Section 16.06. Separability. In the event any covenant, phrase, clause, paragraph, Section, condi- 
tion or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity 
of any such covenant, phrase, clause, paragraph, Section, condition or provision shall in no way affect any 
other covenant, phrase, clause, paragraph, Section, condition or provision herein contained. 

Section 16.07. Assignment or Sublease. Airline shall not assign this Lease and its rights here- 
under, in whole, except with the prior consent of City, or in part, except with the prior consent of the 
Commissioner of Aviation; provided, however, the foregoing shall not prevent the assignment of this Lease 
and of Airline's rights hereunder to any corporation into or with which Airline may merge or consoli- 
date, or which may succeed to the business and assets of Airline. 

Airline shall not sublease in whole the premises leased to it hereunder, except with the prior consent 
of City, and except as otherwise provided in Section 1.04 hereof, Airline shall not sublease in part such 
premises, except with the prior consent of the Commissioner of Aviation. 

Section 16.08. Remedies cumulative. The rights and remedies hereunder are cumulative and the 
use of one remedy shall not be taken to exclude or waive the right to the use of another. 

Section 16.09. Headings. The Article and Section headings contained herein are for convenience 
of reference only and are not intended to define, limit or describe the scope or intent of any provision of 
this Lease. 

Section 16.10. Successors and assigns. All of the covenants, stipulations and agreements herein 
contained shall, subject to the provisions of Section 16.07 hereof, inure to the benefit of and be binding 
upon the successors and assigns of the parties hereto. 

Section 16.11. Construction. This Lease shall be deemed to have been made in and shall be con- 
strued in accordance with the laws of the State of Illinois. 

Section 16.12. Counterparts. This Lease has been executed in several counterparts, each of which 
shall be an original, and all collectively but one instrument. 

IN WITNESS WHEREOF, the City of Chicago has caused this Lease to be executed on its behalf 
by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal to be 

hereunto affixed and attested by the City Clerk of the City of Chicago, and 

has caused this Lease to be executed on its behalf by its President and its corporate seal to be 

hereunto affixed and attested by its Secretary, pursuant to due authorization of its Board of 

Directors, all as of the day and year first above written. 

CITY OF CHICAGO 



ATTEST: By 

Mayor 



City Clerk 



Comptroller 



Corporation Counsel 



Secretary 



NE SPACE ASSIGNMEN 



&6fa-»flE 



n i i iiii in i i iii m mii iii ii ii i iiiiii i ii mii iiiiii i i j ii czd 



CARGO BUILDING AND 
SITE LEASE 



Cargo Building and Site Lease 



THIS LEASE, made and entered into as of this 1st day of January, A.D. 1959, by and between the 
CITY OF CHICAGO, a municipal corporation of the State of Illinois (hereinafter referred to as "City"), 
and THE FLYING TIGER LINE, INC., a corporation organized and existing under and by virtue of 
the laws of the State of Delaware (hereinafter referred to as "Airline"), 

WITNESSETH : 

WHEREAS, City owns and operates the airport known as Chicago-O'Hare International Airport 
(a plat of said airport being attached hereto as Exhibit A and made a part hereof) , situated in the County 
of Cook and the County of Du Page, State of Illinois (hereinafter, together with any additions thereto or 
enlargements thereof, whether or not made with corporate funds of City, Government Grants in Aid, 
Approved Revenue Bonds (as such term is hereinafter defined) or any other funds of any nature 
whatsoever, referred to as the "Airport"), with the power to lease premises and facilities and to grant 
rights and privileges with respect thereto, all as hereinafter provided; and 

WHEREAS, City and Airline have entered into an agreement of even date herewith, entitled and 
hereinafter referred to as the Airport Use Agreement; and 

WHEREAS, Airline is engaged in the business of air transportation and desires to lease certain 
premises and facilities and to obtain certain rights and privileges with respect thereto and to the use of 
the Airport upon the terms and conditions hereinafter provided ; and 

WHEREAS, City is willing to lease to Airline such premises and facilities, and to grant to Airline such 
rights and privileges, upon the terms and conditions hereinafter provided ; and 

WHEREAS, City has adopted an ordinance providing for the issuance of revenue bonds, the pro- 
ceeds of which are to be used, among other things, for the construction of an air cargo building upon 
such premises, according to plans and specifications on file in the office of the Clerk of City, including 
any modifications thereof approved by the Commissioner of Public Works and Airline, and City is 
willing to use its best efforts to finance and construct the same upon the terms and conditions here- 
inafter provided; 

NOW, THEREFORE, for and in consideration of the premises (which are incorporated into the 
body of this Lease as fully as if they were set forth therein) and of the mutual covenants and agree- 
ments herein contained, and other valuable considerations, the parties hereto covenant and agree as 
follows: 

ARTICLE I 

Premises 

Section 1.01. Lease of premises. Use of demised premises. City does hereby lease to Airline, and 
Airline does hereby lease from City, an area of approximately nine (9) acres (hereinafter, together with 
any buildings and improvements now or hereafter located thereon, referred to as the "demised premises" ) 
to be located at the Airport in the easterly portion of the Cargo Area shown on said Exhibit A, together 
with the facilities, rights and privileges hereinafter described. 

As promptly as practicable, the Consulting Engineer shall specify within the foregoing requirements 
the exact location on the Airport of the demised premises and Commissioner of Aviation shall advise Airline 
in writing thereof, whereupon the demised premises shall be the area so specified by the Consulting 
Engineer. 

1 



Airline is hereby granted the exclusive use of the demised premises, subject to the terms and provisions 
hereof and to rules and regulations promulgated by City in accordance with Article VI hereof for any 
and all purposes reasonably necessary or convenient in connection with the conduct by Airline of air 
transportation, including, without limitation, the following: 

(a) the receiving, delivering, dispatching, processing, handling and storing air cargo, express, mail 
and other property; 

(b) the loading and unloading upon the demised premises of property, cargo and mail upon or from 
aircraft (including exclusive freight or cargo flights) by such means as may be necessary 
or convenient, and the exercise of all rights and privileges upon and with respect to the demised 
premises which are granted to Airline under the Airport Use Agreement on and with respect 
to the cargo ramp areas at the Airport available for common use, but any such exercise shall be 
free of any charge for parking of aircraft; 

(c) the loading, unloading and parking of automobiles and trucks; and 

(d) the maintenance and operation of buildings, facilities and equipment and the carrying on of 
activities reasonably necessary or convenient in connection with the foregoing; 

provided, however, that the foregoing shall not permit the conduct by Airline of any business separate from 
its operation of an air transportation system; and further provided, that the rights conferred under this 
Article I may be exercised by Airline alone or in conjunction with other Airline Parties, directly or through 
another designated by it or them. 

Section 1.02. Ingress and egress. Right to connect utilities. Subject to rules and regulations 
promulgated by City in accordance with Article VI hereof, Airline shall have the right and privilege over 
the Airport of ingress to and egress from the demised premises for its employees, agents, guests, patrons 
and invitees, its or their suppliers of materials and furnishers of service, and its or their aircraft, equipment, 
vehicles, machinery and other property, including the right to construct, install, maintain, use and operate 
facilities and equipment on the Airport for the purpose of connecting the demised premises with taxiways, 
roadways, water lines, sewer lines, drainage ditches and utility lines serving the demised premises, any such 
connection to be at a point and over a route approved by the Commissioner of Public Works or other 
official having charge of the Airport, as being the most practical place and route available. Airline shall 
pay all charges for electric power furnished to the demised premises. Except as in this Lease or in any 
other agreement between City and Airline otherwise specifically provided, no charges, fees or tolls of any 
nature, direct or indirect, shall be imposed by City upon Airline, its employees, agents, guests, patrons and 
invitees, its or their suppliers of materials and furnishers of service, for such right of ingress and egress, 
including such connections, or for the privilege of purchasing, selling or using for a purpose herein permitted 
any materials or services purchased or otherwise obtained by Airline, or transporting, loading, unloading or 
handling property, cargo, or mail in connection with Airline's business or exercising any right or privilege 
granted by City hereunder. The foregoing shall not preclude City or its concessionaires from making and 
collecting a charge for the use of public automobile parking areas, sightseeing facilities or ground transpor- 
tation to or from the Airport furnished by City or its concessionaires, or preclude City from imposing any 
sales, occupation or other taxes provided by law, permit or license fee not inconsistent with the rights and 
privileges granted to Airline hereunder. 

Airline shall have the right to purchase or otherwise obtain property and services of any nature from 
any suppliers of its choice. 

Section 1.03. Use of premises on behalf of or by others. Any of the premises leased to Airline 
under this Article I may also be used, in whole or in part, by Airline on behalf of or in conjunction with 
any other Airline Party or Parties in connection with the conduct of air transportation by such other 
Airline Party or Parties, to the same extent as Airline is entitled to use such premises in its own behalf in 
connection with its conduct of air transportation. Airline shall also be entitled to sublease any of such 



premises, in whole (subject to the prior approval of City) or in part, to any other Airline Party or Parties 
for use in connection with the conduct of air transportation by such other Airline Party or Parties, to 
the same extent as Airline is entitled to use such premises in its own behalf in connection with its con- 
duct of air transportation. In case of any use of any of such premises by Airline on behalf of or in con- 
junction with any other Airline Party or Parties, or in case of any sublease of any of such premises in 
accordance with the foregoing provisions, Airline shall remain liable for its obligations hereunder and the 
rights and privileges granted hereunder to Airline, its employees, agents, guests, patrons and invitees and 
its or their suppliers of materials and furnishers of service shall be granted with respect to such premises 
(except as may be otherwise provided in any such sublease) to such other Airline Party or Parties or sub- 
lessee or sublessees, as the case may be, and its or their employees, agents, guests, patrons, invitees, sup- 
pliers of materials and furnishers of service. 

Notwithstanding the foregoing provisions of this Section 1.03, no use of any of the premises leased to 
Airline under this Article I may be made by Airline on behalf of or in conjunction with any other Airline 
Party or Parties, and no sublease of any part of such premises may be made by Airline, except in each case 
with the consent of the Commissioner of Aviation, if such use or sublease involves payment to Airline 
by any such other Airline Party or sublessee of an amount greater than Airline's expenses with respect to the 
premises, facilities and services used by, furnished to or subleased to such other Airline Party or sublessee. 

ARTICLE II 



The term of this Lease shall be for a period of forty (40) years commencing on the date set forth in 
the first line of this Lease. 

ARTICLE III 

Rentals 

As rental for the demised premises, Airline shall pay on or before the first day of each calendar month 
commencing January 1, 1962, and thereafter during the term hereof, a monthly rental (hereinafter called 
"ground rental") of One Thousand Five Hundred Dollars ($1,500). 

Airline shall also pay on or before the first day of each calendar month commencing January 1, 1962 
(regardless of the date on which the air cargo building to be constructed by City upon the demised premises 
shall be completed), and thereafter so long during the term hereof as any Bonds issued pursuant to 
Section 2.02 or 2.15 of the Revenue Bond Ordinance are outstanding, a monthly rental (hereinafter called 
"additional rental" of Five Thousand One Hundred and Eighteen Dollars ($5,118). After the payment 
and retirement of all Bonds issued pursuant to Section 2.02 or 2.15 of the Revenue Bond Ordinance, the 
additional rental shall cease, and Airline shall be entitled to the continued use of the demised premises 
during the term of this Lease upon the payment of the ground rental provided for hereunder. 

The ground rental and additional rental are herein collectively referred to as "rental" and shall be 
payable at the office of the City Comptroller. Any rental payable by Airline hereunder which is not paid 
when due shall bear interest at the rate of seven per cent (7%) per annum from the due date thereof 
until paid. 

If any rental hereunder terminates prior to the last day of any month, such rental for such month 
shall be determined on a pro rata basis according to the number of days of such month involved. 

City and Airline agree that so long as any Approved Revenue Bonds are outstanding the rentals pro- 
vided for hereunder shall not be reduced. 

ARTICLE IV 

Construction and Maintenance of Air Cargo Building 

Section 4.01. Construction of Air Cargo building by City. Preliminary plans and specifications for 
the construction by City of Airline's air cargo building (which term, as used herein, includes related cargo 



ramp aprons, facilities and fixtures necessary or incidental to normal operation of an air cargo building as 
described in the plans and specifications as originally approved or as subsequently amended) to be con- 
structed for Airline on the demised premises and an estimate of the cost thereof are on file in the office of 
the City Clerk and have been approved by Airline, the Commissioner of Public Works and the City Council. 
Such estimated cost, being the amount of Seven Hundred Thousand Dollars ($700,000) (hereinafter in this 
Section 4.01 referred to as "Estimated Cost of Airline's air cargo building"), will be included in the amount 
to be deposited by City in the Hangar Construction Account under the Revenue Bond Ordinance from the 
proceeds to be received by City from Bonds to be issued by it pursuant to Section 2.02 of such Ordinance 
and will be available to pay the cost of construction of Airline's air cargo building on the demised prem- 
ises in accordance with such plans and specifications, and any modifications or alterations thereof, approved 
by the Commissioner of Public Works and Airline. For the purposes of this Section 4.01, construction of 
Airline's air cargo building on the demised premises may include construction of connections with any 
taxiway, roadway, water line, sewer line, drainage ditch and utility line serving the demised premises, if 
requested by Airline, and the plans and specifications for such construction are approved by the 
Commissioner of Public Works. 

Airline and City shall take such action so that final plans and specifications, satisfactory to both City 
and Airline, for the construction of Airline's air cargo building may be completed with reasonable 
promptitude and in any event so that bids for such construction may be opened by City within eighteen 
(18) months after the date of the sale by City of Bonds authorized pursuant to Section 2.02 of the Revenue 
Bond Ordinance. 

Promptly following approval by the Commissioner of Public Works and Airline of final plans and 
specifications for the construction of Airline's air cargo building, City shall proceed to obtain, according to 
law, bids for such construction in accordance with such final plans and specifications. If after the 
opening of such bids, it appears that the cost of such construction, taking into account the lowest 
responsible bids for such construction, as determined by the Purchasing Agent of City, will exceed the 
Estimated Cost of Airline's air cargo building, then the Purchasing Agent shall promptly so advise Airline 
in writing and Airline shall, within 10 days after being so advised by the Purchasing Agent, either 
(a) deposit such excess in escrow, with The First National Bank of Chicago, as Escrowee, or (b) 
notify the Purchasing Agent in writing that Airline requests that the final plans and specifications 
for Airline's air cargo building be revised by City for the purpose of permitting the construction of 
Airline's air cargo building within the Estimated Cost of Airline's air cargo building or such larger amount 
as may be specified by Airline. In the event that Airline shall so notify the Purchasing Agent that Airline 
requests that the final plans and specifications for Airline's air cargo building be revised as aforesaid, City 
and Airline shall cooperate so that, not later than six (6) months following such notice, revised plans and 
specifications, satisfactory to City and Airline, shall be prepared on a basis that the expected cost of 
construction in accordance therewith will not exceed the Estimated Cost of Airline's air cargo building or 
such larger amount as may have been specified by Airline. 

In the event any such revised plans and specifications are prepared, City shall promptly proceed to 
obtain, according to law, bids for construction of Airline's air cargo building in accordance with such 
revised plans and specifications. If after the opening of such bids, it appears that the cost of construction 
of Airline's air cargo building in accordance with such revised plans and specifications, taking into account 
the amount of the lowest responsible bids for such construction, as determined by the Purchasing Agent, 
shall exceed the Estimated Cost of Airline's air cargo building, then the Purchasing Agent shall promptly 
so advise Airline in writing and Airline shall, within 10 days after being so advised by the Purchasing 
Agent, deposit such excess in said escrow. 

Promptly following performance by Airline of its obligations under the foregoing provisions of this 
Section, contracts for construction of Airline's air cargo building shall be let by City according to law. 
Copies of such contracts and any change orders or amendments thereto shall be furnished by City to 
Airline. Following the letting of contracts by City for the construction of Airline's air cargo building, 
modifications and alterations in the plans and specifications thereof shall be made by City at request of 



Airline, subject to the approval of the Commissioner of Public Works, and not otherwise. If any such 
modification or alteration shall increase the cost of such construction and if such cost, as increased, exceeds 
the Estimated Cost of Airline's air cargo building, plus any amounts theretofore deposited by Airline in 
said escrow, then Airline shall, within 10 days after notification by the Purchasing Agent, deposit such 
excess in said escrow. 

City shall cause Airline's air cargo building to be constructed on the demised premises, according to 
plans and specifications hereinabove provided for (including any modifications or alterations thereof made 
in accordance with the foregoing provisions), as promptly as practicable, to the extent that funds are 
available under the provisions of this Section for such construction. Airline's architect or engineer may, 
without cost to City, assist in the supervision of such construction. 

All moneys deposited by Airline in said escrow shall be held by the Escrowee with instructions from 
Airline to permit City to withdraw such funds from said escrow from time to time by filing with the 
Escrowee a statement of the Commissioner of Public Works and a certificate of the Consulting Engineer of 
the character provided for in the Revenue Bond Ordinance for disbursements from the Hangar Con- 
struction Account. Such certificate of the Consulting Engineer shall also be required to state that the full 
amount of funds set aside in the Hangar Construction Account under the Revenue Bond Ordinance and 
available for construction of Airline's air cargo building has been expended and that City is in need of the 
amount to be withdrawn from said escrow to pay the balance of the cost of such construction. Upon the 
filing with the Escrowee of such statement and certificate, the Escrowee shall transfer to City the amounts 
the withdrawal of which is so requested, and the amount or amounts so withdrawn shall be used for the 
purpose of construction of Airline's air cargo building. 

If twenty-seven (27) months after the date of sale of Bonds authorized pursuant to Section 2.02 of the 
Revenue Bond Ordinance, no contracts shall have been let by City for the construction of any of Airline's 
air cargo building, then an amount equal to the Estimated Cost of Airline's air cargo building shall be 
transferred from the Hangar Construction Account to the General Construction Account under such 
Ordinance. Any portion of the Estimated Cost of Airline's air cargo building which on the date of 
completion of Airline's air cargo building in accordance with the provisions of this Section, as certified by 
the Consulting Engineer, shall not have been used or obligated for such construction shall be transferred 
from the Hangar Construction Account to the General Construction Account under such Ordinance. 

If pursuant to the foregoing provisions, Airline shall deposit any amounts under said escrow, then 
upon completion of Airline's air cargo building, the Consulting Engineer shall certify to the Escrowee that 
such air cargo building has been completed and that no additional funds from said escrow shall be needed 
to pay the cost of construction of Airline's air cargo building, whereupon any funds deposited by Airline 
and remaining in said escrow shall be returned by the Escrowee to Airline. 

All escrow fees and charges under said escrow, with respect to funds deposited therein by Airline, 
shall be paid by Airline. 

Section 4.02. Construction, maintenance and repair by Airline. Airline may construct or install, at 
its own expense, any buildings, improvements, facilities and equipment, and any additions thereto, on the 
demised premises. All such construction or installation shall be made after obtaining any requisite building 
or construction licenses or permits. Plans and specifications of any such proposed construction or installa- 
tion (including any substantial alteration or addition thereto) shall be submitted to and receive the 
approval of the Commissioner of Public Works prior to the commencement of construction or installation. 
Subject to the provisions of Section 4.01 and Article VIII hereof, Airline shall keep and maintain all 
buildings, improvements and facilities and additions thereto, constructed or installed by City or Airline 
on the demised premises in good condition and repair. No restrictions shall be placed on Airline as to the 
architects, builders or contractors who may be employed by it in connection with construction, installation, 
alteration, repair or maintenance by Airline on the demised premises. All buildings and permanent im- 



provements so constructed by Airline on the demised premises shall become the property of City upon 
completion of construction thereof. 

Notwithstanding the foregoing, Airline shall, after completion of the construction provided for by 
Section 4.01 hereof, keep the demised premises and all construction and installations made thereon in a 
sanitary and sightly condition, and shall comply with all health and safety requirements applicable thereto. 

Any advertising signs installed by Airline shall be limited to those which advertise air transportation, 
and the number, general type, size, design and location of such signs shall be subject to the approval of 
the Commissioner of Aviation. 

Section 4.03. Lighting. Airline shall illuminate the apron in front of each building on the demised 
premises with flood lights and shall place and maintain at all times red obstruction lights on the highest 
point and on each corner of such building and on the highest point of each smoke stack, pole, aerial and 
antenna on the demised premises. The obstruction light fixtures shall be of a dual type and the lights 
shall be kept burning at Airline's expense from dusk to dawn and during periods of restricted visibility. 

Section 4.04. Covenant against liens. Airline shall keep the demised premises and the buildings, 
improvements and facilities constructed thereon free and clear of any and all liens in any way arising out 
of the action, or use thereof, by Airline; provided, however, that Airline may in good faith contest the 
validity of any lien. 

Section 4.05. Performance by City upon failure of Airline to maintain. In the event Airline fails 
to perform for a period of thirty (30) days after notice from City so to do, any obligation required by 
Sections 4.02, 4.03 and 4.04 hereof to be performed by Airline, City may enter the premises involved 
(without such entering causing or constituting a termination of this Lease or an interference with the 
possession of said premises by Airline) and do all things necessary to perform such obligation, charging to 
Airline the cost and expense thereof and Airline agrees to pay City such charge in addition to any other 
amounts payable by Airline hereunder; provided, however, that if Airline's failure to perform any such 
obligation endangers the safety of the public or of employees of City, and City so states in its notice to 
Airline, City may perform such obligation of Airline at any time after the giving of such notice and charge 
to Airline, and Airline shall pay, as aforesaid, the cost and expense of such performance. 



ARTICLE V 

Performance by City 

Section 5.01. Facilities furnished by City. City shall construct taxiways, roadways, water lines, 
sewer lines and drainage ditches serving the demised premises, substantially in accordance with the plans and 
specifications therefor, including Exhibits 1, 3, 4 and 7 thereof, prepared by Naess & Murphy, Architects, 
and on file in the office of the City Clerk. Airline is granted the right and privilege to use such taxiways, 
roadways, water lines, sewer lines and drainage ditches in common with others; provided, however, that 
Airline shall be required to pay to City a reasonable charge for direct metered water supplied by City to 
Airline through any such water line. 

Section 5.02. Maintenance and operation. City shall operate and maintain, in all respects in a 
manner consistent with that of a reasonably prudent operator of an airport, and keep in good condition 
and repair (including the removal of snow, vegetation, stones and other foreign matter as reasonably as 
may be done, from taxiways, connections therefrom, and roadways) all taxiways, connections therefrom, 
roadways, water lines, sewer lines, drainage ditches, additions, improvements, facilities and equipment now 
or hereafter provided by City serving the demised premises but located outside the demised premises. 

Section 5.03. Taxes on demised premises. City shall pay any and all taxes or special assessments, 
if any, which may be levied or assessed upon the demised premises; provided, however, that the fore- 



going shall not apply to taxes on any personal property or leasehold of Airline located on the demised 
premises. 

Section 5.04. Exclusive Possession. City agrees that Airline, performing its obligations hereunder, 
shall be entitled to and shall have the exclusive possession and enjoyment of the premises, rights and 
privileges leased to it hereunder, subject, however, to the provisions hereof. 

Section 5.05. Performance by Airline upon failure of City to maintain and operate. In the event 
City fails to perform, for a period of thirty (30) days after notice from Airline so to do, any obligation 
required by this Article V to be performed by City, Airline may perform such obligation of City and bill 
City for the cost to Airline of such performance, but Airline shall not deduct any such cost from any 
amounts due hereunder or under any other agreement between Airline and City relating to the Airport 
unless at the time there are no Approved Revenue Bonds outstanding; provided, however, that if City's 
failure to perform any such obligation endangers the safety of Airline's operations at the Airport and 
Airline so states in its notice to City, Airline may perform such obligation of City at any time after the 
giving of such notice and bill City for Airline's cost of such performance, but Airline shall not deduct 
any such cost from any amounts due hereunder or under any other agreement between Airline and 
City relating to the Airport unless at the time there are no Approved Revenue Bonds outstanding. City, 
however, shall not be liable to Airline for any loss of revenues to Airline resulting from any of City's acts, 
omissions or neglect in the maintenance and operation or otherwise by it of the Airport or any facilities 
now or hereafter connected therewith. 

ARTICLE VI 

Rules and Regulations 

Airline shall observe and obey all rules and regulations governing the conduct and operation of the 
Airport, promulgated from time to time by City, which are reasonably required for the prudent and 
efficient operation of the Airport and are not inconsistent with the reasonable exercise by Airline of any 
right or privilege granted to it hereunder or under any other agreement between Airline and City relating 
to the Airport or any part thereof, nor inconsistent with safety nor with the rules and regulations of any 
Federal or State agency having jurisdiction with respect thereto, nor inconsistent with the procedures 
prescribed or approved from time to time by the Civil Aeronautics Administration or any other govern- 
mental authority having jurisdiction over operations at the Airport. 

City shall keep Airline supplied with five sets of City's current Airport rules and regulations applicable 
to Airline. Except in cases of emergency, no such rule or regulation shall be applicable to Airline unless 
it has been given fifteen (15) days notice of the adoption thereof. 

City, however, shall have no control over the rates, fares or charges that Airline may prescribe in 
connection with its conduct of an air transportation business. 

ARTICLE VII 

Exercise by City of Governmental Functions 

Nothing contained herein shall impair the right of City in the exercise of its governmental functions 
to require Airline to pay any tax or inspection fees or to procure necessary permits or licenses, provided 
such requirement is not inconsistent with the rights and privileges granted to Airline hereunder. 

ARTICLE VIII 

Indemnity and Insurance 

Section 8.01. Liability arising from act of Airline. Airline agrees to indemnify and hold City 
harmless from and against all liabilities, judgments, costs, damages and expenses which may accrue against, 



be charged to or recovered from City by reason or on account of damage to the property of City or the 
property of, injury to or death of any person, arising from Airline's use and occupancy of and operations at 
the Airport, including acts of its agents, contractors and subcontractors, except when caused by City's sole 
negligence or by the joint negligence of City and any person other than Airline, its agents, contractors and 
subcontractors; provided that City shall give Airline prompt and timely notice of any claim made or suit 
instituted which, in any way, affects Airline or its insurer, and Airline or its insurer shall have the right to 
compromise and defend the same to the extent of their own interests. Any final judgment rendered against 
City for any cause for which Airline is liable hereunder shall be conclusive against Airline as to liability 
and amount. 

Airline shall, at its own expense, keep in force insurance of the following types and in not less than 
the following amounts, issued by a company or companies of sound and adequate financial responsibility, 
insuring Airline and City againt all liabilities for accidents arising out of or in connection with Airline's 
use and occupancy of and operations at the Airport, except when caused by City's negligence alone or 
jointly with any person other than Airline, its agents, contractors and subcontractors, and shall furnish to 
City certificates evidencing such insurance, naming City as an additional assured thereunder, subject to 
the limitations set forth above in respect of City's negligence, to-wit : 

Aircraft Public Liability Insurance $ 100,000 per person 

$1,000,000 per accident 

Aircraft Property Damage Insurance $ 200,000 per accident 

Comprehensive Public Liability Insurance $ 100,000 per person 

$ 250,000 per accident 

Comprehensive Property Damage Insurance $ 100,000 per accident 

If pursuant to any other agreement between Airline and City, Airline is complying with requirements 
identical with those of this Section, such compliance shall also serve as compliance with the requirements 
of this Section. 

Section 8.02. Insurance in connection with construction by City. City shall, until the date upon 
which the completion of Airline's air cargo building being constructed by City hereunder is certified by the 
Consulting Engineer, keep in force insurance issued by a responsible insurance company or companies, 
insuring City against all liabilities for public liability or property damage arising out of or in connection 
with the construction upon or the use and occupancy of the demised premises in amounts of comprehensive 
insurance not less than those provided in Section 8.01 hereof, and insuring Airline's air cargo building 
during construction under completed builder's risk insurance, against fire, extended coverage, vandalism 
and sprinkler leakage in an amount equal to the full insurable value of such construction as the same 
progresses in order to assure continuity of construction and ultimate completion despite damage or 
destruction suffered during the course thereof. City may cause such insurance to be effected in whole or 
in part by the contractors performing the construction work, but, in any event, the cost of such insurance 
shall be deemed a part of the cost of construction of such air cargo building. City's obligations under this 
Section are subject to the availability of funds under the provisions of Section 4.01 hereof for the cost of 
such insurance. 

Section 8.03. Insurance of Airline's air cargo building after completion of construction. Airline's 
air cargo building being constructed by City hereunder on the demised premises, shall be insured at all 
times, on and after the date upon which completion thereof is certified by the Consulting Engineer and 
during the term hereof, under a so-called "fire and extended coverage policy or policies," issued by a 
responsible insurance company or companies, which policy or policies shall specifically insure against loss 
or damage by fire, lightning, collision, explosion, strikes, riots, civil commotions, malicious damage, tornado 
and windstorm to the greatest amount obtainable, having due regard to the terms and conditions of such 
policies and the coverage of risks provided for thereunder not, however, exceeding, without consent of 
Airline, eighty per cent (80%) of the full insurable value thereof. Such insurance policy or policies shall 
be taken out and maintained by City, but prior to the taking out of any such policy or policies City shall 



advise the Airlines Representative of the insurance policies proposed to be taken out by City and the cost and 
coverage thereof and shall give due consideration to any suggestions made by such Representative with 
respect to the proposed insurance. All such insurance policies shall name City and Airline as insureds 
thereunder, and shall provide that proceeds of such insurance shall be payable to City and such policies 
shall be delivered to the City Comptroller of City. The cost of any insurance policies taken out by City 
pursuant to the foregoing provisions shall be paid by Airline to City at the office of City Comptroller of 
City within 20 days after receipt by Airline of a statement therefor, and if not paid by Airline when 
due hereunder, shall bear interest at the rate of seven per cent (7%) per annum from the due date thereof 
until paid. 

Should any building or improvement constructed by City on the demised premises be damaged or 
destroyed on or after the date of completion of Airline's air cargo building as certified by the Consulting 
Engineer, and if any insurance proceeds are payable by reason thereof, City shall immediately after such 
damage or destruction cause plans, specifications and estimate of cost for repairing, replacing or recon- 
structing the damaged or destroyed property (in accordance with the original design, subject to such 
modifications thereof as may be approved by Airline and the Commissioner of Public Works) to be 
prepared. Airline shall be entitled to participate in the preparation of such plans and specifications and 
shall be consulted for its suggestions before any such plans and specifications are approved. Such insurance 
proceeds shall be applied, as promptly as practicable, to the repair, replacement or reconstruction of the 
damaged or destroyed property, in accordance with such plans and specifications, except that if such 
proceeds are more than sufficient for such purpose, the balance remaining upon completion of the repairs, 
replacement or reconstruction of the damaged or destroyed property, shall, if at the time any Bonds are 
outstanding under the Revenue Bond Ordinance, be transferred to the credit of the Sinking Fund Account 
under such Ordinance, and if at the time but only if at the time no such Bonds are outstanding, shall be 
set aside and deposited in the Improvement Account referred to in the Airport Use Agreement. If such 
insurance proceeds are insufficient for such purpose, the deficiency shall be supplied by City from any 
moneys in the Reserve Maintenance Account or the Deferred Maintenance Account, as the case 
may be. 

ARTICLE IX 

Abatement 

Section 9.01. Abatement in event of closing while any Approved Revenue Bonds are outstanding. 
In the event that the Airport shall be closed for any period of time by any order or direction of City 
or any other governmental authority or agency, or by any order or direction of any court of competent 
jurisdiction, while any Approved Revenue Bonds are outstanding, then to the extent but only to the extent 
that sufficient moneys are then held to the credit of the Emergency Reserve Account under the Revenue 
Bond Ordinance, the rentals provided herein as payable by Airline shall abate for the period of such closing. 

In the event the Airport shall be so closed for the landing or taking off of all turbo jet powered aircraft 
operated by Airline Parties, which at the time are landing or taking off, in the course of normal operations, 
at one or more airports having facilities similar to those at the Airport, but shall not be closed to the landing 
or taking off of other aircraft operated by any Airline Parties, while any Approved Revenue Bonds are 
outstanding, then fifty per cent (50%) of the rentals provided herein as payable by Airline shall abate for 
the period of such closing, but in no event for more than six (6) months for any single closing, in any fiscal 
year, to the extent but only to the extent that sufficient moneys are then held to the credit of the Emergency 
Reserve Account under the Revenue Bond Ordinance. 

Notwithstanding the foregoing provisions, in the event there are not sufficient moneys at the time to 
the credit of the Emergency Reserve Account available for use under the Revenue Bond Ordinance in an 
amount equivalent to the amount of rentals to be abated pursuant to the foregoing provisions of this 
Section 9.01 and pursuant to similar provisions for the abatement of rentals under any other leases of 
premises at the Airport between City and any Airline Party or Parties, then the abatement of rentals pur- 
suant to this Section 9.01 and pursuant to the provisions of such other leases shall be proportionately 



decreased so that the aggregate amount of all such abatements shall not exceed the moneys at the time 
to the credit of the Emergency Reserve Account which are available for use under the Revenue Bond 
Ordinance. 

Section 9.02. Abatement on account of casualty when no Approved Revenue Bonds are outstanding. 
If due to damage or destruction by fire, other casualty, act of God or the public enemy, not due to any 
fault of Airline, any of the facilities to be furnished by City as provided in Section 5.01 hereof shall be 
rendered unusable to such an extent as to substantially impair the ability of Airline to conduct normal 
operations on the demised premises, and if at the time but only if at the time no Approved Revenue Bonds 
are outstanding, then the rental payable hereunder by Airline for the demised premises shall be paid up 
to the date of such damage or destruction, but, unless City shall promptly furnish adequate temporary 
substitute facilities and expeditiously restore such facilities so damaged or destroyed, such rental shall there- 
after abate in an amount directly proportional to the extent Airline's ability to conduct normal operations 
on the demised premises is impaired by such damage or destruction; provided, however, that if City fails 
to repair such damage or destruction so that Airline's ability to conduct normal operations on the demised 
premises is substantially impaired for more than ninety (90) days and if at the time but only if at the time 
no Approved Revenue Bonds are outstanding, then Airline at its option may, by giving to City at least 
thirty (30) days prior notice, terminate this Lease. City shall not be liable to Airline for damages for 
City's failure to furnish such temporary substitute facilities or, except as provided in Section 5.05 hereof, 
for City's failure to expeditiously restore such facilities. 

If due to damage or destruction by fire, other casualty, act of God or the public enemy affecting the 
Airport, Airline's use of the Airport in its conduct of an air transportation system shall be substantially 
affected and if at the time but only if at the time no Approved Revenue Bonds are outstanding, then, 
without any prejudice to any right of termination hereunder, Airline shall have the right upon notice to 
City, to the abatement of a just proportion of the rental provided herein from the time of such notice until 
normal operations are permitted. 

ARTICLE X 

Termination by City 

City may terminate this Lease by giving Airline sixty (60) days advance notice upon or after the 
happening and during the continuance of any one of the following events: 

(a) The filing by Airline of a voluntary petition in bankruptcy. In such event, City shall have 
the right to file a claim as a creditor and the rentals due and to become due under the terms of this 
Lease shall be accelerated and become due and payable. 

(b) The institution of proceedings in bankruptcy against Airline and the final adjudication of 
Airline as a bankrupt pursuant to such proceedings. 

(c) The taking by a court of competent jurisdiction for a period of sixty (60) days of all or 
substantially all of Airline's assets pursuant to proceedings brought under the provisions of any 
Federal reorganization act. 

(d) The appointment of a receiver of all or substantially all of Airline's assets and Airline's 
failure to vacate such appointment within sixty (60) days thereafter. 

(e) The assignment by Airline of its assets for the benefit of its creditors. 

(f ) The abandonment by Airline of its conduct of air transportation at the Airport. 

(g) The default by Airline in the performance of any covenant or agreement required to be 
performed by Airline herein and the failure of Airline to remedy such default, or to take prompt action 
to remedy such default, within a period of sixty (60) days after receipt from City of notice to remedy 
the same. 

10 



No waiver by City of default of any of the terms, covenants or conditions hereof to be performed, 
kept and observed by Airline shall be construed to be or act as a waiver of any subsequent default of any 
of such terms, covenants and conditions. 

ARTICLE XI 

Recovery of Possession by City 

If Airline shall vacate or abandon the demised premises or in case cf the termination of this Lease, 
Airline's right to the possession of the demised premises shall terminate, with or without any further 
notice or demand whatsoever, and the mere retention of possession thereafter by Airline shall constitute a 
forcible detainer of said premises, and upon the termination of Airline's right of possession, as aforesaid, 
Airline agrees to surrender its possession of said premises immediately, without the receipt of any demand 
for rent, notice to quit or demand for possession of said premises whatsoever, and hereby grants to City 
full and free license to enter into and upon said premises, or any part thereof, to take possession thereof, 
as against Airline and other claiming through it, with or without process of law, and to expel and remove 
Airline and any other person claiming through it who may be occupying said premises, or any part thereof, 
and City may use such force in and about so expelling and removing Airline and said other person as may 
reasonably be necessary, and City may, as against Airline and others claiming through it, repossess itself 
of said premises as of its former estate, but said entry of said premises shall not constitute a trespass or 
forcible entry or detainer, nor shall it cause forfeiture of rents due by virtue hereof, nor a waiver of any 
covenant, agreement or promise herein contained to be performed by Airline. 

Airline hereby waives all notice of any election made by City under this Lease, demand for rent, 
notice to quit, demand for possession, and any and all notices and demands whatsoever of any and every 
nature which may or shall be required by any statute of this State relating to forcible entry and detainer, 
or to landlord and tenant, or any other statute, or by the common law during the term of this Lease; 
provided, however, the foregoing shall not apply to any notice specifically required under the provisions 
of this Lease. The acceptance of rent, whether in a single instance or repeatedly, after it falls due, or 
after knowledge of any breach hereof by Airline or the giving or making of any notice or demand, whether 
according to any statutory provision or not, or any act or series of acts except an express written waiver, 
shall not be construed as a waiver of any right hereby given City, or as an election not to proceed under 
the provisions of this Lease. 

The obligation of Airline to pay the rent reserved hereby shall not be deemed to be waived, released 
or terminated, by the service of any five-day notice, other notice to collect, demand for possession, or notice 
by City that the tenancy hereby created will be terminated on the date therein named, the institution of 
any action of forcible detainer or ejectment or any judgment for possession that may be rendered in such 
action, or any other act or acts, other than termination of this Lease, resulting in the termination of 
Airline's right to possession of the demised premises. City may collect and receive any rent due from 
Airline, and payment or receipt thereof shall not waive or affect any such notice, demand, suit or judgment 
or in any manner whatsoever waive, affect, change, modify or alter any rights or remedies which City may 
have by virtue hereof. 

ARTICLE XII 

Termination by Airline 

After but only after the payment and retirement of all Approved Revenue Bonds, Airline may termi- 
nate this Lease and any or all of its obligations hereunder at any time that Airline is not in default in the 
payment of any amount due from it to City hereunder by giving City sixty (60) days advance notice upon 
or after the happening and during the continuance of any one of the following events : 

(a) The failure or refusal of the Civil Aeronautics Administration to approve all weather operations 
into and from the Airport of aircraft of any type operated by Airline in scheduled air transpor- 
tation using facilities similar to those at the Airport and continuance thereof for a period of at 
least sixty (60) days. 

11 



(b) The issuance by any court of competent jurisdiction of an injunction in any way preventing or 
restraining the use of the Airport or any part thereof so as to substantially affect Airline's use of 
the Airport in its conduct of an air transportation system and the remaining in force of such 
injunction, not stayed by way of appeal or otherwise, for a period of at least sixty (60) days. 

(c) The issuance of any order, rule or regulation or the taking of any action by the Civil Aeronautics 
Board or the Civil Aeronautics Administration or other competent government authority, or the 
occurrence of any fire, other casualty, act of God or the public enemy, substantially affecting, for 
a period of at least sixty (60) days, Airline's use of the Airport in its conduct of an air trans- 
portation system; provided, however, that none of the foregoing is due to any fault of Airline. 

(d) The default by City in the performance of any covenant or agreement required to be performed 
by City herein or in any other agreement between City and Airline relating to the Airport or any 
part thereof, and the failure of City to remedy such default, or to take prompt action to remedy 
such default, within a period of sixty (60) days after receipt from Airline of notice to remedy 
the same. 

(e) The substantial restriction of City's operation of the Airport by action of the Federal Government, 
or any department or agency thereof, under its wartime or emergency powers, or by action of the 
State of Illinois, or any department or agency thereof, and continuance thereof for a period of 
not less than sixty (60) days, provided such restriction adversely affects Airline's operations at 
the Airport. 

No waiver by Airline of default of any of the terms, covenants or conditions hereof, or of any other 
agreement between City and Airline relating to the Airport or any part thereof, to be performed, kept and 
observed by City shall be construed to be or act as a waiver of any subsequent default of any of such terms, 
covenants and conditions. 

ARTICLE XIII 

Surrender of Possession 

Upon termination of this Lease, Airline shall surrender the demised premises, and the buildings and 
improvements situated thereon, in good condition and repair, reasonable wear and tear and damage by 
fire, other casualty, act of God or the public enemy excepted. 

ARTICLE XIV 

Right of Airline to Remove Property 

Airline shall be entitled during the term of this Lease, and for a reasonable time (not exceeding 
forty- five days) after its termination, to remove from the premises involved, or any part thereof, all trade 
fixtures, tools, machinery, equipment, materials and supplies placed thereon by it pursuant to this Lease, 
subject, however, to any valid lien City may have thereon for unpaid rentals or other amounts, payable by 
Airline to City hereunder or under any other agreement between City and Airline relating to the Airport or 
any part thereof, and provided that Airline shall have repaired all damage resulting from such removal. 

ARTICLE XV 

Definitions 

The following terms, when used in this Lease, shall have the following meanings: 

Section 15.01. Revenue Bond Ordinance. "Revenue Bond Ordinance" shall mean the Ordinance 
entitled "Ordinance authorizing the issuance of Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959 for the purpose of improving and extending said Airport and providing for payment of 
principal of and interest on said bonds", adopted the 29th day of December, 1958. 

12 



Section 15.02. Approved Revenue Bonds. "Approved Revenue Bonds" shall mean (a) the prin- 
cipal amount of Bonds to be issued pursuant to the provisions of Section 2.02 of the Revenue Bond Ordi- 
nance, (b) any additional Bonds which may be issued pursuant to the provisions of Section 2.15 of the 
Revenue Bond Ordinance to pay the cost of completing improvements as referred to therein, and (c) any 
additional Bonds which may be issued pursuant to the provisions of Section 2.16 of the Revenue Bond 
Ordinance for the purpose of constructing additional improvements and extensions referred to therein, if 
and only if the terms and provisions of such additional Bonds issued under said Section 2.16 and of the 
Supplemental Ordinance or Ordinances of City authorizing their issue shall have been approved by the 
Airlines Representative. 

Section 15.03. Consulting Engineer. "Consulting Engineer" shall mean the Consulting Engineer 
acting as such under the Revenue Bond Ordinance. 

Section 15.04. Approved maximum landing weight. The "approved maximum landing weight" of 
any aircraft shall mean the maximum landing weight approved by the Civil Aeronautics Administration 
for landing such aircraft at the Airport. 

Section 15.05. Airline Parties. "Airline Parties" shall mean at any time those air carriers who then 
have agreements with City, substantially the same as the Airport Use Agreement except as to any differ- 
ence in the length of term thereof, under which they agree to pay to City, in connection with each fee 
landing at the Airport of aircraft operated by them, Flight Fees on the basis and in the manner provided 
in the Airport Use Agreement and who are either 

(a) scheduled air carriers holding certificates of public convenience and necessity issued by the Civil 
Aeronautics Board, 

(b) foreign air carriers holding foreign air carrier permits issued by the Civil Aeronautics Board, or 

(c) air carriers holding certificates of convenience and necessity issued by the Illinois Commerce 
Commission (or any successor thereto). 

Section 15.06. Majority in Interest of Airline Parties. The "Majority in Interest of Airline Parties" 
shall mean at any time the then Airline Parties who (a) constitute at least one-half of all then Airline 
Parties and (b) operated aircraft landed in fee landings (as defined in the Airport Use Agreement) at the 
Airport during the next preceding fiscal year having an aggregate approved maximum landing weight 
representing over fifty per cent (50%) of the aggregate approved maximum landing weight of all aircraft, 
landed in such fee landings at the Airport during such year, operated by all Airline Parties at the time 
of determination. 

Section 15.07. Airlines Representative. The "Airlines Representative" at any time shall mean such 
person (and such alternates, in such order) then designated by a Majority in Interest of Airline Parties by 
notice to the Commissioner of Aviation. Any such designation of such Representative shall remain in 
full force and effect until revoked or modified by a Majority in Interest of Airline Parties by notice to the 
Commissioner of Aviation. 

Section 15.08. Commissioner of Public Works. The "Commissioner of Public Works" shall be 
concerned with construction at the Airport and shall mean for the purpose of this Lease the Commis- 
sioner of Public Works of City (or any successor thereto in whole or in part as to his duties hereunder) 
and his duly authorized assistants. 

Section 15.09. Civil Aeronautics Administration, Civil Aeronautics Board. The "Civil Aeronautics 
Administration" and the "Civil Aeronautics Board" shall each include any successor thereto. 

Section 15.10. Commissioner of Aviation. The "Commissioner of Aviation" shall be concerned 
with the operation and maintenance of the Airport and shall mean for the purpose of this Lease the 
Commissioner of Aviation of City (or any successor thereto in whole or in part as to his duties here- 
under) and his duly authorized assistants. 

13 



ARTICLE XVI 

Miscellaneous 

Section 16.01. Equality of treatment. No rights or privileges with respect to or rentals for premises 
leased for air cargo purposes at the Airport shall be granted by City to any air transportation company 
in competition with Airline, which are more favorable to such company than those granted to Airline, and 
the effect of which is to place Airline at a competitive disadvantage. 

Section 16.02. Effective date of Lease. An executed copy of this Lease will be deposited in escrow 
with The First National Bank of Chicago, as Escrowee, pursuant to an Escrow Agreement, between, 
among others, City, Airline and such Escrowee. This Lease shall become effective only when and 
if delivered uncancelled to City pursuant to the provisions of such Escrow Agreement. 

Section 16.03. Consents and approvals. Consents and approvals by the Commissioner of Public 
Works, or the Commissioner of Aviation, as the case may be, shall be in writing and shall not be 
unreasonably withheld and shall be deemed to have been given unless within thirty (30) days after 
receipt of written request from Airline for such consent or approval, the Commissioner of Public Works, 
or the Commissioner of Aviation, as the case may be, shall have given Airline a written reply refusing 
or withholding action on such consent or approval and stating his reasons for such refusal or such with- 
holding of action. 

Section 16.04. Notices. All notices to City provided for herein shall be in writing and may be 
sent by registered mail, postage prepaid, addressed to the Commissioner of Aviation of the City of 
Chicago, City Hall, Chicago 2, Illinois, or to such other address as City may designate from time to time by 
notice to Airline, and shall be deemed given when so mailed. All notices to Airline provided for herein 
shall be in writing and may be sent by registered mail, postage prepaid, addressed to Airline, Attention: 
Vice President-Operations, Lockheed Air Terminal, Burbank, California or to such other address as 
Airline may designate from time to time by notice to City, and shall be deemed given when so mailed. 

Section 16.05. Separability. In the event any covenant, phrase, clause, paragraph, Section, condi- 
tion or provision herein contained is held to be invalid by any court of competent jurisdiction, the inva- 
lidity of any such covenant, phrase, clause, paragraph, Section, condition or provision shall in no way 
affect any other covenant, phrase, clause, paragraph, Section, condition or provision herein contained. 

Section 16.06. Assignment or Sublease. Airline shall not assign this Lease and its rights hereunder, 
in whole, except with the prior consent of City, or in part, except with the prior consent of the Commis- 
sioner of Aviation; provided, however, the foregoing shall not prevent the assignment of this Lease 
and of Airline's rights hereunder to any corporation into or with which Airline may merge or consolidate, 
or which may succeed to the business and assets of Airline. 

Airline shall not sublease in whole the premises leased to it hereunder, except with the prior con- 
sent of City, and except as otherwise provided in Section 1.03 hereof, Airline shall not sublease in part 
such premises leased, except with the prior consent of the Commissioner of Aviation. 

Section 16.07. Remedies cumulative. The rights and remedies hereunder are cumulative and the 
use of one remedy shall not be taken to exclude or waive the right to the use of another. 

Section 16.08. Headings. The Article and Section headings contained herein are for convenience 
of reference only and are not intended to define, limit or describe the scope or intent of any provision of 
this Lease. 

Section 16.09. Successors and assigns. All of the covenants, stipulations and agreements herein 
contained shall, subject to the provisions of Section 16.06 hereof, inure to the benefit of and be binding 
upon the successors and assigns of the parties hereto. 



Section 16.10. Construction. This Lease shall be deemed to have been made in and shall be con- 
strued in accordance with the laws of the State of Illinois. 

Section 16.11. Counterparts. This Lease has been executed in several counterparts, each of which 
shall be an original, and all collectively but one instrument. 

IN WITNESS WHEREOF, the City of Chicago has caused this Lease to be executed on its behalf 
by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal to be 
hereunto affixed and attested by the City Clerk of the City of Chicago, and The Flying Tiger Line, Inc. 

has caused this Lease to be executed on its behalf by its President and its corporate seal to 

be hereunto affixed and attested by its Secretary, pursuant to due authorization of its Board of 

Directors, all as of the day and year first above written. 

CITY OF CHICAGO 
By 



Mayor 
City Clerk 



Comptroller 
APPROVED: 



Corporation Counsel 

THE FLYING TIGER LINE, INC. 



By • 

President 



Secretary 



FUELING SYSTEM LEASE 



Fueling System Lease 



THIS LEASE made and entered into as of this 1st day of January, A.D., 1959, by and between the 
CITY OF CHICAGO, a municipal corporation of the State of Illinois (hereinafter referred to as "City"), 
party of the first part, and AMERICAN AIRLINES, INC., a Delaware corporation, BRANIFF AIR- 
WAYS, INCORPORATED, an Oklahoma corporation, CAPITAL AIRLINES, INC., a Delaware 
corporation, CONTINENTAL AIR LINES, INC., a Nevada corporation, DELTA AIR LINES, INC., 
a Louisiana corporation, EASTERN AIR LINES, INC., a Delaware corporation, THE FLYING TIGER 
LINE, INC., a Delaware corporation, LAKE CENTRAL AIRLINES, INC., a Delaware corporation, 
NORTH CENTRAL AIRLINES, INC., a Wisconsin corporation, NORTHWEST AIRLINES, INC., a 
Minnesota corporation, OZARK AIR LINES, INC., a Missouri corporation, PAN AMERICAN 
WORLD AIRWAYS, INC., a New York corporation, TRANS WORLD AIRLINES, INC., a Delaware 
corporation, TRANS-CANADA AIR LINES, a corporation of the Dominion of Canada, and UNITED 
AIR LINES, INC., a Delaware corporation (hereinafter collectively referred to as "Lessees" and 
individually as "Lessee"), parties of the second part, 

WITNESSETH: 

WHEREAS, City owns and operates the airport known as Chicago-O'Hare International Airport (a 
plat of said airport being attached as Exhibit A to the agreement of even date herewith, entitled and here- 
inafter referred to as the Airport Use Agreement, between City and each Lessee, individually), situated 
in the County of Cook and the County of Du Page, State of Illinois (hereinafter, together with any 
additions thereto or enlargements thereof, whether or not made with corporate funds of City, Government 
Grants in Aid, Approved Revenue Bonds (as such term is hereinafter defined), or any other funds of any 
nature whatsoever, referred to as the "Airport"), with the power to lease premises and facilities and to 
grant rights and privileges with respect thereto, all as hereinafter provided; and 

WHEREAS, each Lessee is engaged in the business of air transportation and desires to lease a fueling 
system at the Airport and to obtain certain rights and privileges with respect thereto, all in common with 
the other Lessees, all as hereinafter provided; and 

WHEREAS, City is willing to lease such fueling system and to grant rights and privileges with 
respect thereto to each of the Lessees, in common with each other, upon the terms and conditions 
hereinafter provided; and 

WHEREAS, City has adopted an ordinance providing for the issuance of revenue bonds, the proceeds 
of which are to be used, among other things, for the construction of such fueling system, according to 
plans and specifications on file in the office of the Clerk of City, and City is willing to use its best efforts 
to finance and construct such system, 

NOW, THEREFORE, for and in consideration of the premises (which are incorporated into the body 
of this Lease as fully as if they were set forth therein) and of the mutual covenants and agreements herein 
contained, and other valuable considerations, the parties hereto covenant and agree as follows: 

ARTICLE I 

Premises 
Section 1.01. Lease of premises. City leases to each Lessee and grants to each Lessee, its employees, 
agents, guests, patrons and invitees, the exclusive use, in common with each of the other Lessees, their 
employees, agents, guests, patrons and invitees, the following premises (including in each case improvements 
and facilities thereon) at the Airport: 

(a) approximately twenty-six (26) acres located in the general area designated on Exhibit B attached 
hereto and made a part hereof as Tank Farm Area, hereinafter referred to as the Tank Farm 
Area; 

1 



(b) approximately two and two-tenths (2.2) acres located in the general area designated on said 
Exhibit B as Truck Fill Stand Area, hereinafter referred to as the Truck Fill Stand Area; 

(c) approximately one and two-tenths (1.2) acres, consisting of the various parcels in the general 
areas designated on said Exhibit B as Satellite Area, hereinafter referred to as the Satellite Area; 

(d) an underground area of approximately eight (8) acres, for the construction, installation, main- 
tenance, use and operation of piping and related facilities, consisting of (i) an area approximately 
twenty (20) feet in width following the general route of the Transfer Piping Area shown on 
said Exhibit B between the Tank Farm Area and the Truck Fill Stand Area, and (ii) an area 
approximately twenty (20) feet in width following the general route of the Transfer Piping Area 
shown on said Exhibit B between the Truck Fill Stand Area and the various parcels of the 
Satellite Area, together with rights on the surface above such underground area necessary or 
appropriate in connection with such construction, installation, maintenance, use and operation, 
which underground areas and surface rights, together with the underground areas and surface 
rights described in subparagraph (e) below, are hereinafter referred to as the Piping Area; and 

(e) an underground area for the construction, installation, maintenance, use and operation of piping 
and related facilities between the various parcels of the Satellite Area and the fingers of 
the passenger terminal facilities to be constructed at the Airport, according to the plans and 
specifications prepared by Naess & Murphy, architects, and on file in the office of the City 
Clerk, and also between the various parcels of the Satellite Area and the facilities to be 
constructed, according to such plans and specifications, on the Cargo Area at the Airport shown 
on said Exhibit B, together with rights on the surface above such underground area necessary or 
appropriate in connection with such construction, installation, maintenance, use and operation. 

The Tank Farm Area, the Truck Fill Stand Area, the Satellite Area and the Piping Area are hereinafter 
collectively referred to as the "demised premises." 

As promptly as practicable, the Consulting Engineer shall specify within the foregoing requirements 
the exact location on the Airport of the demised premises and each part thereof and the Commissioner of 
Aviation shall advise Lessees in writing thereof, whereupon the demised premises shall be the areas so 
specified by the Consulting Engineer. 

Notwithstanding the foregoing, City shall have such rights and privileges on the demised premises as 
may be necessary or appropriate for the construction by City provided for in Section 4.01 hereof. In 
addition, City shall have the right to construct, install, maintain, use and operate piping and related 
facilities on the underground area referred to in subparagraph (d) of the first paragraph of this Section, 
but only if such action shall not interfere with the use of such area, in accordance with the provisions 
hereof, by any one or more Lessees. 

Section 1.02. Use of premises. The use by each Lessee of the demised premises shall include the 
use thereof, in common with other Lessees, subject to the provisions hereof and to rules and regulations 
promulgated by City in accordance with Article VI hereof, for the following purposes: 

(a) the purchase, receipt, storage, handling, distribution, sale, exchange and dispensing of gasoline, 
kerosene and any other fuel or propellant, for aircraft and equipment operated by such Lessee 
or by any other Airline Party, for equipment of any operator designated by Lessees or any 
thereof to exercise on their behalf any of their rights with respect to the demised premises, and 
for aircraft and equipment operated by any other party approved for such purpose by the 
Commissioner of Aviation; 

(b) the construction, installation, maintenance, use and operation of facilities and equipment, and 
the carrying on of activities reasonably necessary or convenient, in connection with the foregoing; 
provided, however, that any such construction, installation, maintenance, use or operation by 
any Lessee on any passenger ramp area at the Airport leased to any Airline Party shall be carried 



on only in such manner as will not unreasonably interfere with such Airline Party's use of such 
passenger ramp area; and 
(c) the carrying on of other operations and activities reasonably necessary or convenient to the 
conduct by such Lessee of air transportation; provided, however, that all such other operations 
and activities shall be subject to the approval of the Commissioner of Aviation; 

subject, however, to such restrictions, if any, as may at the time be provided in any agreement then in 
effect between all Lessees. 

The rights conferred upon each Lessee hereunder may be exercised, in whole or in part, by it alone 
or in conjunction with other Lessees, either directly or through another designated by it or them. 

Notwithstanding the lease of the demised premises hereunder, no Lessee shall be entitled to construct 
or install equipment, improvements or facilities in, or otherwise occupy or use any part of the demised 
premises until such time as the Consulting Engineer shall certify that such part is available for such 
construction, installation, occupancy or use. Furthermore, any such construction, installation, occupancy 
or use during any period prior to completion of the construction by City provided for in Section 4.01 
hereof shall be subject to such restrictions as the Commissioner of Public Works may reasonably prescribe 
as appropriate in order not to unreasonably interfere with such completion. Subject to the foregoing 
requirements and the provisions hereof, each Lessee, in common with other Lessees, shall be permitted, 
at as early a date as practicable, to construct and install equipment, improvements, and facilities in the 
demised premises. 

Section 1.03. Ingress and egress. Right to connect facilities, etc. Subject to rules and regulations 
promulgated by City in accordance with Article VI hereof, each Lessee shall have the right and privilege 
over the Airport of ingress to and egress from the demised premises for its employees, agents, guests, patrons 
and invitees, its or their suppliers of materials and furnishers of service, and its or their equipment, 
vehicles, machinery and other property, including the right to construct, install, maintain, use and operate 
on the Airport (a) pipe lines and related facilities for the purpose of connecting the Tank Farm Area 
with gasoline, kerosene or other fuel or propellant pipe lines off the Airport, (b) facilities and equipment 
for the purpose of connecting the Tank Farm Area with railroad tracks serving such Area, and (c) 
facilities and equipment for the purpose of connecting the demised premises with water lines, sewer lines, 
drainage ditches and utility lines serving such premises. Any such connection shall be at a point and over 
a route approved by the Commissioner of Public Works or other official having charge of the Airport, as 
being the most practical place and route available. Lessees shall pay all charges for electric power 
furnished to the demised premises. Except as in this Lease or in any other agreement between City and 
any Lessee, otherwise specifically provided, no charges, fees or tolls of any nature, direct or indirect, shall 
be imposed by City upon such Lessee, its employees, agents, guests, patrons and invitees, or its or their 
suppliers of materials and furnishers of service, for such right of ingress and egress, including such con- 
nections, or for the privilege of purchasing, selling or using for a purpose herein permitted any materials 
or services purchased or otherwise obtained by such Lessee, or exercising any right or privilege granted 
by City hereunder. The foregoing shall not preclude City or its concessionaires from making and collect- 
ing a charge for the use of public automobile parking areas, sightseeing facilities or ground transportation 
to or from the Airport furnished by City or its concessionaires, or preclude City from imposing any sales, 
occupation or other taxes provided by law, permit or license fee not inconsistent with the rights and 
privileges granted to such Lessee hereunder. 

Each Lessee shall have the right to purchase or otherwise obtain property and services of any nature 
from any suppliers of its choice. 

Section 1.04. Use of premises on behalf of or by others. Any of the demised premises may also be 
used, in whole or in part, by any Lessee on behalf of or in conjunction with any other Airline Party or 
Parties, to the same extent as such Lessee is entitied to use such premises in its own behalf, and any Lessee 



shall also be entitled to sublease its interest in any of the demised premises, in whole (subject to the 
prior approval of City) or in part, to any other Airline Party or Parties, subject, however, in each case 
to such restrictions, if any, as may at the time be provided in any agreement then in effect between all 
Lessees. All Lessees shall be entitled to sublease the demised premises, in whole (subject to the prior 
approval of City) or in part, to any operator designated by them to operate any part of the fueling 
system located on such premises in accordance with the provisions hereof. In case of any use of any 
of such premises by any Lessee on behalf of or in conjunction with any other Airline Party or Parties, or 
in case of any sublease of any of such premises in accordance with the foregoing provisions, each Lessee 
shall remain liable for its obligations hereunder and the rights and privileges granted hereunder to 
such Lessee, its employees, agents, guests, patrons and invitees and its or their suppliers of materials 
and furnishers of service shall be granted with respect to such premises to such other Airline Party or 
Parties or sublessee, as the case may be, and its or their employees, agents, guests, patrons, invitees, 
suppliers of materials and furnishers of service. 

Notwithstanding the foregoing provisions of this Section 1.04, no use of any of the demised premises 
by any Lessee may be made by it on behalf of or in conjunction with any other Airline Party who is not a 
Lessee, and no sublease of its interest in any such premises may be made by any Lessee to any other 
Airline Party who is not a Lessee or to any operator of the fueling system leased hereunder, except in 
each case with the consent of the Commissioner of Aviation, if such use or sublease involves payment 
to such Lessee of an amount greater than such Lessee's expenses with respect to the premises, facilities 
and services used by, furnished to or subleased to such other Airline Party or operator. 

The fueling system located on the demised premises shall be made available by Lessees for participa- 
tion therein, on such equitable basis of payment to or for the account of Lessees as may be approved by 
the Commissioner of Aviation, by any other Airline Party who is not a Lessee, but only if such 
participation will not impair the usefulness of such fueling system for the actual and reasonably antici- 
pated requirements of Lessees and any other then participants in such system; and provided further, that 
no such other Airline Party shall be entitled to use, without the consent of the Lessee or Lessees involved, 
any portion of such fueling system which shall consist of any distribution outlet located in any passenger or 
cargo ramp area at the Airport which shall have been leased by City to such Lessee or Lessees or any 
storage facilities, located in either the Tank Farm Area or the Satellite Area, which shall have been 
designated for the exclusive use of such Lessee or Lessees under the terms of any agreement at the time 
in effect between all Lessees. 

ARTICLE II 



The term of this Lease shall be for a period of forty (40) years commencing on the date set forth in 
the first line of this Lease. 

ARTICLE III 

Rentals 

As rental for the demised premises, each Lessee shall pay on or before the first day of each calendar 
month, commencing January 1, 1962 and thereafter during the term hereof as to such Lessee, a monthly 
rental (hereinafter called "ground rental") in the amount set forth below opposite the name of such Lessee 
in the column headed "Monthly Ground Rental." 

Each Lessee shall also pay on or before the first day of each calendar month, commencing January 1, 
1962 (regardless of the date on which the fueling system to be constructed by City upon the demised prem- 
ises shall be completed) and thereafter so long during the term hereof as to such Lessee as any Bonds 
issued pursuant to Section 2.02 or Section 2.15 of the Revenue Bond Ordinance are outstanding, a 
monthly rental (hereinafter called "additional rental") in the amount set forth below opposite the name 
of such Lessee in the column headed "Monthly Additional Rental." After the payment and retirement of 
all Bonds issued pursuant to Section 2.02 or Section 2.15 of the Revenue Bond Ordinance, the additional 



rental shall cease, and each Lessee shall be entitled during the term of this Lease as to such Lessee to the 
continued use of the demised premises upon the payment of the ground rental provided for hereunder. 



Name of Lessee 


Monthly 
Ground Rental 


Monthly 
Additional Rental 


American Airlines, Inc. 


$1,418 


$10,607 


Braniff Airways, Incorporated 


91 


681 


Capital Airlines, Inc. 


580 


4,341 


Continental Air Lines, Inc. 


78 


581 


Delta Air Lines, Inc. 


307 


2,293 


Eastern Air Lines, Inc. 


398 


2,979 


The Flying Tiger Line, Inc. 


133 


999 


Lake Central Airlines, Inc. 


9 


69 


North Central Airlines, Inc. 


47 


355 


Northwest Airlines, Inc. 


310 


2,319 


Ozark Air Lines, Inc. 


29 


214 


Pan American World Airways, Inc. 


13 


95 


Trans World Airlines, Inc. 


1,039 


7,777 


Trans-Canada Air Lines 


46 


345 


United Air Lines, Inc. 


1,736 


12,979 



Total $6,234 $46,634 

In the event that this Lease shall be terminated by City as to any Lessee (hereinafter in this para- 
graph called the "terminated lesseee") pursuant to the provisions of Article X hereof, then notwithstand- 
ing the foregoing provisions, the total monthly ground rentals and total monthly additional rentals payable 
hereunder by all other Lessees (hereinafter in this paragraph called the "remaining Lessees") shall be 
respectively increased in the aggregate, effective as of the first day of the calendar month next succeeding 
such termination, by the amount of monthly ground rental and monthly additional rental, respectively, 
payable hereunder at the time of such termination by the terminated lessee, and the monthly ground 
rental and monthly additional rental payable by each remaining Lessee shall be respectively increased 
by an amount which bears the same proportion to the aggregate increase hereinabove provided for as the 
amount of monthly ground rental and additional rental, respectively, payable hereunder at the time of 
such termination by such remaining Lessee bears to the amount of the total monthly ground rentals and 
total monthly additional rentals, respectively, payable hereunder at the time of such termination by all 
remaining Lessees. 

The ground rental and additional rental are herein collectively referred to as "rental" and shall be 
payable at the office of the City Comptroller. Any rental payable by any Lessee hereunder which is not 
paid when due shall bear interest at the rate of seven per cent (7%) per annum from the due date 
thereof until paid. 

City and each Lessee agree that so long as any Approved Revenue Bonds are outstanding the rentals 
provided for hereunder shall not be reduced. 

ARTICLE IV 

Construction and Maintenance by City 

Section 4.01. Construction by City. City agrees to use its best efforts to cause the fueling system, 
shown on the plans and specifications prepared by Naess & Murphy, architects, and on file in the office of 
the City Clerk, to be completed on the demised premises as early as practicable. The Airlines Representa- 



tive and any persons designated by him shall be entitled to participate in the preparation of final plans 
and specifications for the construction of such fueling system and of any modifications of any approved 
final plans and specifications for such construction and shall be consulted for his or their suggestions before 
any such final plans and specifications or modifications thereof are approved. Promptly following completion 
of construction of such fueling system, City shall furnish the Airlines Representative with a cost breakdown 
of the actual cost of such construction. Any architect or engineer appointed by Lessees may also, without 
cost to City, assist in the supervision of the construction of such fueling system. 

City also agrees to use its best efforts to cause roadways, a railroad siding, and a water line serving the 
demised premises, as shown in such plans and specifications on file in the office of the City Clerk, to be 
completed as early as practicable. 

The obligations of City under this Section 4.01 are subject to the availability of funds from the pro- 
ceeds of Bonds issued pursuant to the Revenue Bond Ordinance. 

Each Lessee is granted the right and privilege to use in common with others the roadways, railroad 
siding, water lines, sewer lines and drainage ditches serving the demised premises; provided, however, that 
each Lessee shall be required to pay to City a reasonable charge for direct metered water supplied by City 
to such Lessee through any such water line. 

Section 4.02. Maintenance and operation. City shall operate and maintain, in all respects in a 
manner consistent with that of a reasonably prudent operator of an airport, and keep in good condition 
and repair, all roadways, water lines, sewer lines, drainage ditches, additions, improvements, facilities and 
equipment now or hereafter provided by City, serving the demised premises but located outside the 
demised premises. 

Section 4.03. Taxes on demised premises. City shall pay any and all taxes or special assessments, 
if any, which may be levied or assessed upon the demised premises; provided, however, that the foregoing 
shall not apply to taxes on any personal property or leasehold of any Lessee located on such premises. 

Section 4.04. Possession and enjoyment. City agrees that each Lessee, performing its obligations 
hereunder, shall be entitled to and shall have possession and enjoyment of the premises, rights and privileges 
leased to it hereunder, subject, however, to the provisions hereof. 

Section 4.05. Performance by Lessees upon failure of City to maintain and operate. In the event 
City fails to perform, for a period of thirty (30) days after notice from any Lessee so to do, any obligation 
required by this Article IV to be performed by City, such Lessee may perform such obligation of City and 
bill City for the cost to such Lessee of such performance, but such Lessee shall not deduct any such cost 
from any amounts due hereunder or under any other agreement between such Lessee and City relating to 
the Airport unless at the time there are no Approved Revenue Bonds outstanding; provided, however, that 
if City's failure to perform any such obligation endangers the safety of the operations of such Lessee at the 
Airport and such Lessee so states in its notice to City, such Lessee may perform such obligation of City at 
any time after the giving of such notice and bill City for such Lessee's cost of such performance, but such 
Lessee shall not deduct any such cost from any amounts due hereunder or under any other agreement 
between such Lessee and City relating to the Airport unless at the time there are no Approved Revenue 
Bonds outstanding. City, however, shall not be liable to any Lessee for any loss of revenues to such Lessee 
resulting from any of City's acts, omissions or neglect in the maintenance and operation or otherwise by it 
of the Airport or any facilities now or hereafter connected therewith. 

ARTICLE V 

Construction, Maintenance and Repair by Lessees 

Section 5.01. Construction, maintenance and repair by Lessees. Each Lessee, with the consent of 

the other Lessees, may construct or install at its or their own expense, any improvements, facilities and 

equipment, and any additions thereto, in the demised premises; provided, however, plans and specifications 

of any such proposed construction or installation (including any substantial alteration or addition thereto) 

6 



shall be submitted to and receive the approval of the Commissioner of Public Works prior to the 
commencement of construction or installation. All such construction or installation shall be made only 
after obtaining requisite building or construction licenses or permits. 

Each Lessee shall cause all improvements and facilities and additions thereto, constructed or installed 
by any Lessee (either alone or in common with other Lessees) on the demised premises to be kept and 
maintained in good operating condition and repair. Subject to the provisions of Article VIII hereof, each 
Lessee shall, after completion of the construction thereof, cause all improvements constructed by City on 
the demised premises to be kept and maintained in good operating condition and repair. 

No restrictions shall be placed on any Lessee as to the architects, builders or contractors who may be 
employed by it in connection with construction, installation, alteration, repair or maintenance by such 
Lessee on the demised premises. 

Each Lessee shall, after completion of the construction provided for by Section 4.01 hereof, cause 
the demised premises and all construction and installations made thereon to be kept in a sanitary and 
sightly condition, and shall cause all health and safety requirements applicable thereto to be complied with. 

Section 5.02. Covenant against liens. Each Lessee shall keep the demised premises and the 
improvements and facilities constructed thereon free and clear of any and all liens in any way arising out 
of the action, or use thereof, by such Lessee; provided, however, that such Lessee may in good faith contest 
the validity of any lien. 

Section 5.03. Performance by City upon failure of Lessees to maintain. In the event any Lessee 
fails to perform for a period of thirty (30) days after notice from City so to do, any obligation required by 
this Article V to be performed by such Lessee, City may enter the premises involved (without such entering 
causing or constituting a termination of this Lease or an interference with the possession of said premises 
by such Lessee) and do all things necessary to perform such obligation, charging to such Lessee the cost and 
expense thereof and such Lessee agrees to pay City such charge in addition to any other amounts payable 
by such Lessee hereunder; provided, however, that if such Lessee's failure to perform any such obligation 
endangers the safety of the public or of employees of City, and City so states in its notice to such Lessee, 
City may perform such obligation of such Lessee at any time after the giving of such notice and charge 
to such Lessee, and such Lessee shall pay, as aforesaid, the cost and expense of such performance. 

Section 5.04. Right of reimbursement of Lessees. The obligations of each Lessee under this Article 
V shall be without prejudice to the right of such Lessee to obtain reimbursement from any other Lessee 
for or on account of costs and expenses incurred by such Lessee in performing any obligation of such 
Lessee hereunder, if such other Lessee is also obligated hereunder to perform such obligation. 

ARTICLE VI 

Rules and Regulations 

Each Lessee shall observe and obey all rules and regulations governing the conduct and operation of 
the Airport, promulgated from time to time by City, which are reasonably required for the prudent and 
efficient operation of the Airport and are not inconsistent with the reasonable exercise by such Lessee of 
any right or privilege granted to it hereunder or under any other agreement between such Lessee and City 
relating to the Airport or any part thereof, nor inconsistent with safety nor with the rules and regulations 
of any Federal or State agency having jurisdiction with respect thereto, nor inconsistent with the procedures 
prescribed or approved from time to time by the Civil Aeronautics Administration or any other govern- 
mental authority having jurisdiction over operations at the Airport. 

City shall keep each Lessee supplied with five sets of City's current Airport rules and regulations 
applicable to such Lessee. Except in cases of emergency, no such rule or regulation shall be applicable to 
any Lessee unless it has been given fifteen (15) days notice of the adoption thereof. 



City, however, shall have no control over the rates, fares or charges that any Lessee may prescribe in 
connection with its conduct of an air transportation business. 

Any operator (whether or not a sublessee) of any part of the fueling system leased hereunder shall be 
subject to the provisions of this Article. 

ARTICLE VII 
Exercise by City of Governmental Functions 

Nothing contained herein shall impair the right of City in the exercise of its governmental functions 
to require any Lessee or any operator of any part of the fueling system leased hereunder to pay any tax or 
inspection fees or to procure necessary permits or licenses, provided such requirement is not inconsistent 
with the rights and privileges granted to Lessees hereunder. 

ARTICLE VIII 

Indemnity and Insurance 

Section 8.01. Liability arising from act of Lessees. Each Lessee agrees to indemnify and hold City 
harmless from and against all liabilities, judgments, costs, damages and expenses which may accrue against, 
be charged to or recovered from City by reason or on account of damage to the property of City or the 
property of, injury to or death of any person, arising from such Lessee's use and occupancy of and 
operations of the fueling system leased hereunder, including acts of its agents, contractors and subcon- 
tractors, except when caused by City's sole negligence or by the joint negligence of City and any person 
other than such Lessee, its agents, contractors and subcontractors ; provided that City shall give such Lessee 
prompt and timely notice of any claim made or suit instituted which, in any way, affects such Lessee or 
its insurer, and such Lessee or its insurer shall have the right to compromise and defend the same to the 
extent of their own interests. Any final judgment rendered against City for any cause for which any Lessee 
is liable hereunder shall be conclusive against such Lessee as to liability and amount. 

Each Lessee shall, without expense to City, cause insurance to be kept in force of the following types 
and in not less than the following amounts, issued by a company or companies of sound and adequate 
financial responsibility, insuring, among others, such Lessee and City against all liabilities for accidents 
arising out of or in connection with such Lessee's use and occupancy of and operations of the fueling 
system leased hereunder, except when caused by City's negligence alone or jointly with any person other 
than such Lessee, its agents, contractors and subcontractors, and shall cause certificates to be furnished to 
City evidencing such insurance, naming City as an additional assured thereunder, subject to the limitations 
set forth above in respect of City's negligence, to-wit: 

Comprehensive Public Liability Insurance $ 200,000 per person 

$5,000,000 per accident 
Comprehensive Property Damage Insurance $5,000,000 per accident 

Section 8.02. Insurance in connection with construction by City. City shall, until the date upon 
which the completion of the improvements to be constructed by City on the demised premises as provided 
in Section 4.01 hereof is certified by the Consulting Engineer, keep in force insurance issued by a respon- 
sible insurance company or companies, insuring City against all liabilities for public liability or property 
damage arising out of or in connection with the construction upon or the use and occupancy of the 
demised premises in amounts of comprehensive insurance not less than those provided in Section 8.01 
hereof, and insuring such improvements during construction under completed builder's risk insurance, 
against fire, extended coverage and vandalism in an amount equal to the full insurable value of such con- 
struction as the same progresses in order to assure continuity of construction and ultimate completion 
despite damage or destruction suffered during the course thereof. City may cause such insurance to be 
effected in whole or in part by the contractors performing the construction work, but, in any event, the 
cost of such insurance shall be deemed a part of the cost of construction of such improvements. City's 
obligations under this Section are subject to the availability of funds for the cost of such insurance. 

8 



Section 8.03. Insurance after completion of construction. The improvements being constructed by 
City hereunder on the demised premises, shall be insured at all times, on and after the date upon which 
completion thereof is certified by the Consulting Engineer and during the term hereof, under a so-called 
"fire and extended coverage policy or policies," issued by a responsible insurance company or companies, 
which policy or policies shall specifically insure against loss or damage by fire, lightning, collision, explo- 
sion, strikes, riots, civil commotions, malicious damage, tornado and windstorm to the greatest amount 
obtainable, having due regard to the terms and conditions of such policies and the coverage of risks pro- 
vided for thereunder not, however, exceeding, without consent of Lessees, eighty per cent (80%) of the 
full insurable value thereof. Such insurance policy or policies shall be taken out and maintained by City, 
but prior to the taking out of such policy or policies City shall advise the Airlines Representative of the 
insurance policies proposed to be taken out by City and the cost and coverage thereof and shall give due 
consideration to any suggestions made by such Representative with respect to the proposed insurance. All 
such insurance policies shall name as insureds thereunder City, Lessees and any operator selected by Lessees 
to operate any part of the fueling system leased hereunder, and shall provide that proceeds of such insur- 
ance shall be payable to City and such policies shall be delivered to the City Comptroller of City. Each 
Lessee shall pay to City at the office of the City Comptroller within 20 days after receipt by such Lessee of 
a statement therefor, a percentage of the cost of any insurance policies taken out by City pursuant to the 
foregoing provisions, which percentage shall be the same percentage as the amount of the monthly 
rentals at the time payable hereunder by such Lessee is of the aggregate amount of the monthly rentals 
at the time payable hereunder by all Lessees. Any such amount which is not paid by any Lessee when 
due shall bear interest at the rate of seven percent (7%) per annum from the due date thereof until paid. 

Should any improvement constructed by City on the demised premises be damaged or destroyed 
on or after the date of completion thereof as certified by the Consulting Engineer, and if any insurance 
proceeds are payable by reason thereof, City shall immediately after such damage or destruction cause 
plans, specifications and estimate of cost for repairing, replacing or reconstructing the damaged or destroyed 
property (in accordance with the original design, subject to such modifications thereof as may be approved 
by the Airlines Representative, or any person or persons designated by him, and the Commissioner of 
Public Works) to be prepared. The Airlines Representative, or any person or persons designated by him, 
shall be entitled to participate in the preparation of such plans and specifications and shall be consulted 
for his or their suggestions before any such plans and specifications are approved. Such insurance pro- 
ceeds shall be applied, as promptly as practicable, to the repair, replacement or reconstruction of the 
damaged or destroyed property, in accordance with such plans and specifications, except that if such pro- 
ceeds are more than sufficient for such purpose, the balance remaining upon completion of the repairs, 
replacement or reconstruction of the damaged or destroyed property, shall, if at the time any Bonds are 
outstanding under the Revenue Bond Ordinance, be transferred to the credit of the Sinking Fund Account 
under such Ordinance, and if at the time but only if at the time no such Bonds are outstanding, shall 
be set aside and deposited in the Improvement Account referred to in the Airport Use Agreement. If such 
insurance proceeds are insufficient for such purpose, the deficiency shall be supplied by City from any 
moneys in the Reserve Maintenance Account or the Deferred Maintenance Account, as the case may be. 

ARTICLE IX 

Abatement 

Section 9.01. Abatement in event of closing while any Approved Revenue Bonds are outstanding. 
In the event that the Airport shall be closed for any period of time by any order or direction of City or 
any other governmental authority or agency, or by any order or direction of any court of competent 
jurisdiction, while any Approved Revenue Bonds are outstanding, then to the extent but only to the extent 
that sufficient moneys are then held to the credit of the Emergency Reserve Account under the Revenue 
Bond Ordinance, the rentals provided herein as payable by each Lessee shall abate for the period of such 
closing. 

9 



In the event the Airport shall be so closed for the landing or taking off of all turbo jet powered air- 
craft operated by Airline Parties, which at the time are landing or taking off, in the course of normal 
operations, at one or more airports having facilities similar to those at the Airport, but shall not be closed 
to the landing or taking off of other aircraft operated by any Airline Parties, while any Approved Revenue 
Bonds are outstanding, then fifty per cent (50%) of the rentals provided herein as payable by each Lessee 
shall abate for the period of such closing, but in no event for more than six (6) months for any single 
closing, in any fiscal year, to the extent but only to the extent that sufficient moneys are then held to the 
credit of the Emergency Reserve Account under the Revenue Bond Ordinance. 

Notwithstanding the foregoing provisions, in the event there are not sufficient moneys at the time to 
the credit of the Emergency Reserve Account available for use under the Revenue Bond Ordinance in an 
amount equivalent to the amount of rentals to be abated pursuant to the foregoing provisions of this 
Section 9.01 and pursuant to similar provisions for the abatement of rentals under any other leases of 
premises at the Airport between City and any Airline Party or Parties, then the abatement of rentals pur- 
suant to this Section 9.01 and pursuant to the provisions of such other leases shall be proportionately 
decreased so that the aggregate amount of all such abatements shall not exceed the moneys at the time 
to the credit of the Emergency Reserve Account which are available for use under the Revenue Bond 
Ordinance. 

Section 9.02. Abatement on account of casualty when no Approved Revenue Bonds are outstanding. 
If due to damage or destruction by fire, other casualty, act of God or the public enemy, not due to any 
fault of any Lessee, any of the facilities serving the demised premises which are to be furnished by 
City as provided in Section 4.01 hereof shall be rendered unusable to such an extent as to substantially 
impair the ability of Lessees to conduct normal operations on the demised premises, and if at the time but 
only if at the time no Approved Revenue Bonds are outstanding, then the rental payable hereunder by 
Lessees for such premises shall be paid up to the date of such damage or destruction, but, unless City shall 
promptly furnish adequate temporary substitute facilities and expeditiously restore such facilities so 
damaged or destroyed, such rental shall thereafter abate in an amount directly proportional to the extent 
Lessees' ability to conduct normal operations on such premises is impaired by such damage or destruction; 
provided, however, that if City fails to repair such damage or destruction so that Lessees' ability to conduct 
normal operations on such premises is substantially impaired for more than ninety (90) days and if at the 
time but only if at the time no Approved Revenue Bonds are outstanding, then Lessees at their option 
may, by giving to City at least thirty (30) days prior notice, terminate this Lease. City shall not be liable 
to any Lessee for damages for City's failure to furnish such temporary substitute facilities or, except as 
provided in Section 4.05 hereof, for City's failure to expeditiously restore such facilities. 

If due to damage or destruction by fire, other casualty, act of God or the public enemy affecting the 
Airport, Lessees' use of the Airport in its conduct of an air transportation system shall be substantially 
affected and if at the time but only if at the time no Approved Revenue Bonds are outstanding, then, 
without any prejudice to any right of termination hereunder, Lessees shall have the right upon notice to 
City, to the abatement of a just proportion of the rental provided herein from the time of such notice until 
normal operations are permitted. 

ARTICLE X 

Termination by City 

In the event of the failure of any Lessee to pay, when due, any rental payable by such Lessee here- 
under and the continuance of such failure for a period of thirty (30) days after notice is given by City to 
such Lessee of City's election to terminate this Lease, this Lease shall terminate as to such Lessee at the 
expiration of such period of thirty (30) days. 

In the event of the termination, pursuant to the provisions of this Article X, of this Lease as to any 
Lessee (hereinafter in this paragraph referred to as the "terminated lessee"), then from and after the date 
of such termination, the terminated lessee shall no longer be considered a Lessee hereunder and shall have 
no rights or privileges whatsoever hereunder and the remaining Lessees shall be considered the only 
Lessees hereunder and shall have and possess all rights, privileges and obligations of the Lessees hereunder. 

10 



ARTICLE XI 

Termination by Lessees 

After but only after the payment and retirement of all Approved Revenue Bonds, all then Lessees (and 
only all then Lessees acting together) may terminate this Lease and any or all of their obligations here- 
under at any time that Lessees are not in default in the payment of any amount due from them to City 
hereunder by giving City sixty (60) days advance notice upon or after the happening and during the 
continuance of any one of the following events: 

(a) The failure or refusal of the Civil Aeronautics Administration to approve all weather operations 
into and from the Airport of aircraft of any type operated by a majority in number of then 
Lessees in scheduled air transportation using facilities similar to those at the Airport and continu- 
ance thereof for a period of at least sixty (60) days. 

(b) The issuance by any court of competent jurisdiction of an injunction in any way preventing or 
restraining the use of the Airport or any part thereof so as to substantially affect Lessees' use of 
the Airport in their conduct of air transportation systems and the remaining in force of such 
injunction, not stayed by way of appeal or otherwise, for a period of at least sixty (60) days. 

(c) The issuance of any order, rule or regulation or the taking of any action by the Civil Aeronautics 
Board or the Civil Aeronautics Administration or other competent government authority, or the 
occurrence of any fire, other casualty, act of God or the public enemy, substantially affecting, for 
a period of at least sixty (60) days, Lessees' use of the Airport in their conduct of air trans- 
portation systems; provided, however, that none of the foregoing is due to any fault of any Lessee. 

(d) The default by City in the performance of any covenant or agreement required to be performed 
by City herein, and the failure of City to remedy such default, or to take prompt action to remedy 
such default, within a period of sixty (60) days after receipt from Lessees of notice to remedy 
the same. 

(e) The substantial restriction of City's operation of the Airport by action of the Federal Government, 
or any department or agency thereof, under its wartime or emergency powers, or by action of the 
State of Illinois, or any department or agency thereof, and continuance thereof for a period of 
not less than sixty (60) days, provided such restriction adversely affects the operations at the 
Airport of a majority in number of then Lessees. 

No waiver by any Lessee of default of any of the terms, covenants or conditions hereof to be performed, 
kept and observed by City shall be construed to be or act as a waiver of any subsequent default of any of 
such terms, covenants and conditions. 

ARTICLE XII 

Surrender of Possession 

Upon termination of this Lease as to all Lessees, Lessees shall surrender the demised premises and the 
improvements situated thereon, which improvements shall be in good condition and repair, reasonable wear 
and tear and damage by fire, other casualty, act of God or the public enemy excepted. 

ARTICLE XIII 
Right of Lessees to Remove Property 

Subject to the provisions of Section 5.01 hereof, each Lessee shall be entitled during the term of this 
Lease and for a reasonable time (not exceeding forty-five (45) days) after its termination as to such 
Lessee, to remove from the premises involved, or any part thereof, all trade fixtures, tools, machinery, 
equipment, materials and supplies placed thereon by it (either alone or together v/ith other Lessees) 
pursuant to this Lease, subject, however, to any valid lien City may have thereon for unpaid rentals or 
other amounts payable by such Lessee to City hereunder or under any other agreement between City and 

11 



such Lessee relating to the Airport or any part thereof, and provided that such Lessee shall have repaired 
all damage resulting from such removal. Any property placed by any Lessee on the demised premises 
which Lessee is not expressly permitted to remove therefrom in accordance with the foregoing provisions 
of this Article XIII, shall upon the construction or installation thereof be and become the property 
of City. 

ARTICLE XIV 
Definitions 
The following terms, when used in this Lease, shall have the following meanings: 

Section 14.01. Revenue Bond Ordinance. "Revenue Bond Ordinance" shall mean the Ordinance 
entitled "Ordinance authorizing the issuance of Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959 for the purpose of improving and extending said Airport and providing for payment of 
principal of and interest on said bonds", adopted the 29th day of December, 1958. 

Section 14.02. Approved Revenue Bonds. "Approved Revenue Bonds" shall mean (a) the prin- 
cipal amount of Bonds to be issued pursuant to the provisions of Section 2.02 of the Revenue Bond Ordi- 
nance, (b) any additional Bonds which may be issued pursuant to the provisions of Section 2.15 of the 
Revenue Bond Ordinance to pay the cost of completing improvements as referred to therein, and (c) any 
additional Bonds which may be issued pursuant to the provisions of Section 2.16 of the Revenue Bond 
Ordinance for the purpose of constructing additional improvements and extensions referred to therein, if 
and only if the terms and provisions of such additional Bonds issued under said Section 2.16 and of the 
Supplemental Ordinance or Ordinances of City authorizing their issue shall have been approved by the 
Airlines Representative. 

Section 14.03. Consulting Engineer. "Consulting Engineer" shall mean the Consulting Engineer 
acting as such under the Revenue Bond Ordinance. 

Section 14.04. Approved maximum landing weight. The "approved maximum landing weight" 
of any aircraft shall mean the maximum landing weight approved by the Civil Aeronautics Administration 
for landing such aircraft at the Airport. 

Section 14.05. Airline Parties. "Airline Parties" shall mean at any time those air carriers who then 
have agreements with City, substantially the same as the Airport Use Agreement except as to any 
difference in the length of term thereof, under which they agree to pay to City, in connection with 
each fee landing at the Airport of aircraft operated by them, Flight Fees on the basis and in the 
manner provided in the Airport Use Agreement and who are either 

(a) scheduled air carriers holding certificates of public convenience and necessity issued by the Civil 
Aeronautics Board, 

(b) foreign air carriers holding foreign air carrier permits issued by the Civil Aeronautics Board, or 

(c) air carriers holding certificates of convenience and necessity issued by the Illinois Commerce 
Commission (or any successor thereto) . 

Section 14.06. Majority in Interest of Airline Parties. The "Majority in Interest of Airline 
Parties" shall mean at any time the then Airline Parties who (a) constitute at least one-half of all then 
Airline Parties and (b) operated aircraft landed in fee landings (as defined in the Airport Use Agree- 
ment) at the Airport during the next preceding fiscal year having an aggregate approved maximum 
landing weight representing over fifty per cent (50%) of the aggregate approved maximum landing weight 
of all aircraft, landed in such fee landings at the Airport during such year, operated by all Airline Parties 
at the time of determination. 

Section 14.07. Airlines Representative. The "Airlines Representative" at any time shall mean such 
person (and such alternates, in such order) then designated by a Majority in Interest of Airline Parties by 
notice to the Commissioner of Aviation. Any such designation of such Representative shall remain in 
full force and effect until revoked or modified by a Majority in Interest of Airline Parties by notice to the 
Commissioner of Aviation. 

12 



Section 14.08. Commissioner of Public Works. The "Commissioner of Public Works" shall be 
concerned with construction at the Airport and shall mean for the purpose of this Lease the Commissioner 
of Public Works of City (or any successor thereto in whole or in part as to his duties hereunder) and his 
duly authorized assistants. 

Section 14.09. Civil Aeronautics Administration, Civil Aeronautics Board. The "Civil Aeronautics 
Administration" and the "Civil Aeronautics Board" shall each include any successor thereto. 

Section 14.10. Commissioner of Aviation. The "Commissioner of Aviation" shall be concerned 
with the operation and maintenance of the Airport and shall mean for the purpose of this Lease the 
Commissioner of Aviation of City (or any successor thereto in whole or in part as to his duties hereunder) 
and his duly authorized assistants. 

ARTICLE XV 

Miscellaneous 

Section 15.01. Equality of treatment. No rights or privileges with respect to or rentals for the use 
of any fueling system at the Airport shall be granted to any air transportation company in competition 
with any Lessee, which are more favorable to such company than those granted to such Lessee and the 
effect of which is to place such Lessee at a competitive disadvantage. 

Section 15.02. Effective date of Lease. An executed copy of this Lease will be deposited in escrow 
with The First National Bank of Chicago, as Escrowee, pursuant to an Escrow Agreement, between, 
among others, City, Lessees and such Escrowee. This Lease shall become effective only when and if 
delivered uncancelled to City pursuant to the provisions of such Escrow Agreement. 

Section 15.03. 1955 Tank Farm Lease. Sixty (60) days after the date on which the Consulting 
Engineer certifies that the improvements to be constructed by City as provided in Section 4.01 hereof have 
been completed and are available for normal occupancy and use by the Lessees, each Lessee shall sur- 
render to City any interest of such Lessee under the lease, entitled Tank Farm Lease, dated October 28, 
1955, between City and American Airlines, Inc., and such lease and the rights, privileges and obligations 
of the lessee thereunder shall terminate, without affecting, however, any then accrued rights or liabilities 
at the time of such termination. The lessee under such lease shall be entitled during such period of 
sixty (60) days, and not thereafter, to remove from the premises leased thereunder all trade fixtures, tools, 
machinery, equipment, materials and supplies placed on such premises by such lessee or any predecessor 
lessee. The monthly rental of Four Thousand Dollars ($4,000) provided for under such lease shall 
continue to be payable until December 31, 1961. Subject to the provisions of this Section 15.03, such 
lease shall continue in effect until termination thereof as hereinabove provided. 

Section 15.04. Terminal building space for fueling system operator. In the event Lessees shall 
designate an operator for the fueling system on the demised premises and if such operator shall desire 
space in a terminal building at the Airport for its offices in connection with its operation of such fueling 
system, then City shall make available for lease to such operator, at a rental equivalent to that payable by 
Lessees under their Leases of Terminal Facilities, dated as of January 1, 1959, a reasonable amount of 
space, if available, for such offices in a terminal building at the Airport. 

Section 15.05. Consents and approvals. Consents and approvals by the Commissioner of Public 
Works, or the Commissioner of Aviation, as the case may be, shall be in writing and shall not be unrea- 
sonably withheld and shall be deemed to have been given unless within thirty (30) days after receipt of 
written request from any Lessee for such consent or approval, the Commissioner of Public Works, or the 
Commissioner of Aviation, as the case may be, shall have given such Lessee a written reply refusing or 
withholding action on such consent or approval and stating his reasons for such refusal or such with- 
holding of action. 

Section 15.06. Notices. All notices to City provided for herein shall be in writing and may be 
sent by registered mail, postage prepaid, addressed to the Commissioner of Aviation of the City of 
Chicago, City Hall, Chicago 2, Illinois, or to such other address as City may designate from time to time by 
notice to Lessees, and shall be deemed given when so mailed. All notices to a Lessee provided for here- 

13 



in shall be in writing and may be sent by registered mail, postage prepaid, addressed to such Lessee at its 
address shown below: 

American Airlines, Inc., 100 Park Avenue, New York 17, New York 

Braniff Airways, Incorporated, Attention: Director of Property Leases, Dallas 35, Texas 

Capital Airlines, Inc., Washington National Airport, Washington 1, D. C. 

Continental Air Lines, Inc., P.O. Box 9063, Denver 16, Colorado 

Delta Air Lines, Inc., Atlanta Airport, Atlanta, Georgia 

Eastern Air Lines, Inc., Attention: President, 10 Rockefeller Plaza, New York 20, New York 

The Flying Tiger Line, Inc., Attention: Vice President-Operations, Lockheed Air Terminal, 
Burbank, California 

Lake Central Airlines, Inc., Attention: L. W. Hartmann, Weir Cook Airport, Indianapolis 
21, Indiana 

North Central Airlines, Inc., Attention: Secretary- Treasurer, 6201 34th Avenue South, Minne- 
apolis, Minnesota 

Northwest Airlines, Inc., 1885 University Avenue, St. Paul 1, Minnesota 

Ozark Air Lines, Inc., Lambert Field, St. Louis 21, Missouri 

Pan American World Airways, Inc., Attention: Executive Vice President, Atlantic Division, 
Jamaica 30, New York 

Trans World Airlines, Inc., Attention: Secretary, 380 Madison Avenue, New York, New York 

Trans-Canada Air Lines, Attention: Administrative Assistant to the President, International 
Aviation Building, Montreal 3, Quebec, Canada 

United Air Lines, Inc., Attention: Secretary, 5959 S. Cicero Ave., Chicago 38, Illinois 

or to such other address as such Lessee may designate from time to time by notice to City, and shall be 
deemed given when so mailed. 

Section 15.07. Separability. In the event any covenant, phrase, clause, paragraph, Section, condi- 
tion or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity 
of any such covenant, phrase, clause, paragraph, Section, condition or provision shall in no way affect any 
other covenant, phrase, clause, paragraph, Section, condition or provision herein contained. 

Section 15.08. Assignment or Sublease. A Lessee shall not assign its rights hereunder, in whole, 
except with the prior consent of City, or in part, except with the prior consent of the Commissioner 
of Aviation; provided, however, the foregoing shall not prevent the assignment of a Lessee's rights 
hereunder to any corporation into or with which it may merge or consolidate, or which may succeed to 
its business and assets. 

A Lessee shall not sublease in whole its interest in the demised premises, except with the prior 
consent of City, and except as otherwise provided in Section 1.04 hereof, a Lessee shall not sublease in 
part its interest in the demised premises, except with the prior consent of the Commissioner of Aviation. 

Section 15.09. Remedies cumulative. The rights and remedies hereunder are cumulative and the 
use of one remedy shall not be taken to exclude or waive the right to the use of another. 

Section 15.10. Headings. The Article and Section headings contained herein are for convenience 
of reference only and are not intended to define, limit or describe the scope or intent of any provision of 
this Lease. 

Section 15.11. Successors and assigns. All of the covenants, stipulations and agreements herein 
contained shall, subject to the provisions of Section 15.08 hereof, inure to the benefit of and be binding 
upon the successors and assigns of the parties hereto. 

Section 15.12. Construction. This Lease shall be deemed to have been made in and shall be con- 
strued in accordance with the laws of the State of Illinois. 

14 



Section 15.13. Counterparts. This Lease may be executed in any number of copies and by the 
various parties of the second part on separate counterparts, each of which counterparts shall be executed 
by City, and all of which counterparts shall be an original and collectively but one instrument. 

IN WITNESS WHEREOF, the City of Chicago has caused this Lease to be executed on its behalf 
by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal to be 
hereunto affixed and attested by the City Clerk of the City of Chicago, and each of the parties of the 
second part has caused this Lease to be executed on its behalf and its corporate seal to be hereunto 
affixed and attested, by its proper corporate officers, pursuant to due authorization of its Board of 
Directors, all as of the day and year first above written. 

CITY OF CHICAGO 



Mayor 



City Clerk 
APPROVED: 



Comptroller 
APPROVED: 



Corporation Counsel 

AMERICAN AIRLINES, INC. 



By 

President 

. Secretary 

BRANIFF AIRWAYS, INCORPORATED 



By 

President 

. Secretary 

CAPITAL AIRLINES, INC. 



By 

President 

. Secretary 

CONTINENTAL AIR LINES, INC. 



By 

President 

. Secretary 

DELTA AIR LINES, INC. 



By 

President 

. Secretary 

15 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



EASTERN AIR LINES, INC. 

By 

President 

THE FLYING TIGER LINE, INC. 

By 

President 

LAKE CENTRAL AIRLINES, INC. 

By 

President 

NORTH CENTRAL AIRLINES, INC. 

By 

President 

NORTHWEST AIRLINES, INC. 

By ( 

President 

OZARK AIR LINES, INC. 

By 

President 

PAN AMERICAN WORLD AIRWAYS, INC. 

By 

President 

TRANS WORLD AIRLINES, INC. 

By 

President 

TRANS-CANADA AIR LINES 

By 

President 

UNITED AIR LINES, INC. 

By 

President 

16 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



. Secretary 



EASTERN AIR LINES, INC. 

By 

President 

THE FLYING TIGER LINE, INC. 

By 

President 

LAKE CENTRAL AIRLINES, INC. 

By 

President 

NORTH CENTRAL AIRLINES, INC. 

By 

President 

NORTHWEST AIRLINES, INC. 

By 

President 

OZARK AIR LINES, INC. 

By 

President 

PAN AMERICAN WORLD AIRWAYS, INC. 

By 

President 

TRANS WORLD AIRLINES. INC. 

By 

President 

TRANS-CANADA AIR LINES 

By 

President 

UNITED AIR LINES, INC. 

By 

President 

16 



LEASE OF TERMINAL FACILITIES 



Lease of Terminal Facilities 

THIS LEASE, made and entered into as of this 1st day of January, 1959, by and between the City 
of Chicago, a municipal corporation of the State of Illinois (hereinafter referred to as "City"), and 

, a corporation organized and 

existing under and by virtue of the laws of the State of (hereinafter 

referred to as "Airline") ; 

WITNESSETH : 

WHEREAS, City owns and operates the airport known as Chicago-O'Hare International Airport (a 
plat of said airport being attached as Exhibit A to the agreement of even date herewith, entitled and 
hereinafter referred to as the Airport Use Agreement, between City and Airline), situated in the County 
of Cook and the County of Du Page, State of Illinois (hereinafter, together with any additions thereto or 
enlargements thereof, whether or not made with corporate funds of City, Government Grants in Aid, 
Approved Revenue Bonds (as such term is hereinafter defined) or any other funds of any nature 
whatsoever, referred to as the "Airport"), with the power to lease premises and facilities and to grant 
rights and privileges with respect thereto, all as hereinafter provided; and 

WHEREAS, by lease dated October 28, 1955 City has leased to Airline certain premises in the existing 
passenger terminal building at the Airport including the adjacent inbound baggage building (a plat of said 
terminal building, including said inbound baggage building being attached hereto as Exhibits 1, 2, 3, 4 and 
5, and said terminal building, including said inbound baggage building, being hereinafter referred to as the 
"Present Terminal Building"); 

WHEREAS, City has adopted an ordinance providing for the issue of revenue bonds, the proceeds 
of which are to be used, among other things, for the construction of additional passenger terminal 
facilities at the Airport, according to plans and specifications prepared by Naess & Murphy, Architects, 
and on file in the office of the Clerk of City; and 

WHEREAS, Airline will continue to be permitted to occupy the premises occupied by it in the Present 
Terminal Building until sixty (60) days after premises leased to it hereunder in such additional passenger 
terminal facilities are available for occupancy and use by Airline as hereinafter provided. 

NOW, THEREFORE, for and in consideration of the premises (which are incorporated into the 
body of this Lease as fully as if they were set forth therein) and the mutual covenants and agreements 
herein contained and other valuable considerations, the parties hereto covenant and agree as follows: 

ARTICLE I 

Existing Premises 

Section 1.01. Lease of space in Present Terminal Building. City leases to Airline and grants to 
Airline, its employees, agents, passengers, guests, patrons and invitees, the exclusive use of space, improve- 
ments and facilities in the Present Terminal Building at the Airport, consisting of: 

(a) square feet of space designated on said Exhibit 1 as "Ticket Space ", 

and hereinafter referred to as "Airline's Present Ticket Counter Space", at a monthly rental of 

Dollars ($ ); 

(b) square feet of space designated on said Exhibit 1 as "Office Space ", 

and hereinafter referred to as "Airline's Present Office Space", at a monthly rental of 



Dollars ($ ); 

(c) square feet of space designated on said Exhibit 2 as "Main Building Operations 

Space ", and hereinafter referred to as "Airline's Present Operations Space-Main 



1 



Building", at a monthly rental of 

Dollars ($ ) ; and 

(d) square feet of space designated on said Exhibit . . as "Finger Operations Space 

", and hereinafter referred to as "Airline's Present Operations Space-Finger", at a 

monthly rental of 

Dollars ($ ); 

including, in each case, improvements and facilities therein. 

City also grants to Airline, its employees, agents, passengers, guests, patrons and invitees, the use of, 

in common with others, and without payment of additional rental by Airline, square feet of space 

adjacent to the Present Terminal Building, designated on said Exhibit 5 as "Covered Walkway Space 
" and hereinafter referred to as "Airline's Present Covered Walkway Space". 

City also leases to Airline and grants to Airline, its employees, agents, passengers, guests and invitees, 
the use of, in common with other Airline Parties leasing such space, the following space in the Present 
Terminal Building: the space designated on said Exhibit 1 as "Airline Toilet Space" and hereinafter 
referred to as "Airline Present Toilet Space", the space designated on said Exhibit 2 as "Outbound Baggage 
Space" and "Sanitary Room Space" and hereinafter referred to as "Present Outbound Baggage Space" and 
"Present Sanitary Room Space", respectively, and the space designated on said Exhibit 5 as "Inbound 
Baggage Space" and hereinafter referred to as "Present Inbound Baggage Space", including in each case 
all improvements and facilities therein, at a monthly rental equal to Airline's pro rata share of an 
aggregate monthly rental of Three Thousand Seven Hundred Forty-four Dollars ($3,744) . 

The use of the foregoing space in or adjacent to the Present Terminal Building includes the use 
thereof for the following purposes: 

(a) the maintenance and operation, in connection with the conduct by Airline of air transporta- 
tion, of ticketing and passenger and baggage handling facilities and reservations offices in Airline's 
Present Ticket Counter Space, of customer relations and waiting room facilities, reservations offices 
and administrative offices in Airline's Present Office Space, of passenger handling, customer relations 
and waiting room facilities, reservations offices, administrative offices and operations offices in Airline's 
Present Operations Space, of passenger handling and waiting room facilities in Airline's Present 
Covered Walkway Space, if any, of baggage, cargo and mail handling, locker, rest room and related 
facilities in the Present Outbound Baggage Space and the Present Inbound Baggage Space (excluding, 
however, receiving, storing or delivering of cargo or mail in connection with exclusive freight or cargo 
flights), of locker, rest room and related facilities in Airline Present Toilet Space, and of facilities for 
the disposal of airplane toilet waste in the Present Sanitary Room Space; and 

(b) the carrying on with respect to such space of all other activities of the character permitted 
under subparagraphs (b) through (d) of Section 2.03 hereof with respect to the space therein 
referred to. 

Notwithstanding the foregoing provisions, the exclusive use by Airline of Airline's Present Ticket 
Counter Space is subject to the right of other Airline Parties leasing space in the Present Terminal 
Building to use, in common with Airline, for the purpose of conveying baggage to the Present Outbound 
Baggage Space, the baggage conveyor system and baggage chutes heretofore installed by City in Airline's 
Present Ticket Counter Space, such right of use by such other Airline Parties, however, being subject to the 
limitation that proper use by Airline of such baggage conveyor system and baggage chutes is not unreason- 
ably interfered with. Airline is hereby granted a similar right to use any baggage conveyor system and 
baggage chutes heretofore installed by City in any space in the Present Terminal Building leased by City 
to any Airline Party for its exclusive use for ticket counter purposes. 

Airline, its employees, agents, passengers, guests, patrons and invitees, and its or their suppliers of 
materials and furnishers of service, are also granted rights and privileges in and with respect to the Present 
Terminal Building and facilities at or in connection therewith of the same character as are granted under 
Sections 2.04 through 2.06 hereof with respect to the New Terminal Building therein referred to and 
facilities at or in connection therewith. 



City's obligations with respect to the Present Terminal Building, concessions therein, and space therein 
leased to Airline hereunder, and Airline's rights and obligations with respect to maintenance and repair of 
space leased to it in the Present Terminal Building, shall be the same as are provided herein with respect 
to the New Terminal Building referred to in Section 2.01 hereof. 

Airline shall be required to pay to City a reasonable charge for heat and water supplied by City to 
Airline in Airline's Present Operations Space-Finger and for water supplied by City to Airline for the 
purpose of servicing any air conditioning equipment of Airline in the Present Terminal Building. 

Section 1.02. Surrender of space in Present Terminal Building. Not later than sixty (60) days 
after the date on which the Consulting Engineer certifies that premises leased to Airline under Section 2.01 
hereof in the New Terminal Building therein referred to are available for occupancy and use by Airline 
in the normal conduct of its air transportation business, Airline shall surrender to City the premises in the 
Present Terminal Building leased to Airline under Section 1.01 hereof, at which time the rights, privileges 
and obligations of Airline under Section 1.01 hereof shall terminate. Airline shall be entitled during 
such period of sixty (60) days, and not thereafter, to remove from such premises in the Present Terminal 
Building all trade fixtures, tools, machinery, equipment, materials and supplies placed thereon by it and 
shall during such period remove from such premises such trade fixtures and construction of a temporary 
nature installed therein by it as the Commissioner of Public Works may require. 

Section 1.03. Temporary Maintenance Area. If Airline is the lessee under a certain lease dated 
October 28, 1955 between City and Airline, entitled Lease of Temporary Maintenance Area (hereinafter 
called "Airline's Temporary Maintenance Area Lease"), respecting the lease to Airline of certain premises 
in the then temporary maintenance area at the Airport, the provisions of this Section shall be applicable 
notwithstanding any provisions to the contrary contained in such Lease. 

If the Consulting Engineer certifies that in order to avoid delay of the construction of Finger D, as 
part of the passenger terminal facilities referred to in Section 2.07 hereof, it will be advisable for the 
premises (hereinafter called Airline's present temporary maintenance area) leased to Airline under Air- 
line's Temporary Maintenance Area Lease, to be vacated Sy Airline by a date specified in such certificate, 
then Airline shall, within sixty (60) days after receiving written notice from the Commissioner of Public 
Works to so do, surrender Airline's present temporary maintenance area and remove therefrom any 
structure placed thereon by Airline; provided, however, no such surrender or removal by Airline shall be 
required prior to the later of (a) the date specified in the above certification by the Consulting Engineer, 
or (b) the date by which City shall have made available at the Airport to Airline for temporary mainte- 
nance purposes an area (herein called Airline's substituted temporary maintenance area), which has paved 
access thereto and therefrom for aircraft and for vehicular traffic, is served by temporary utilities sufficient 
to permit continued temporary maintenance operations by Airline, and is of a size substantially comparable 
to Airline's present temporary maintenance area. Any structures so removed by Airline from Airline's 
present temporary maintenance area may be relocated by it on Airline's substituted temporary maintenance 
area. 

Any occupancy by Airline of Airline's substituted temporary maintenance area shall be under the 
terms and conditions provided in Airline's Temporary Maintenance Area Lease, subject, however, to the 
provisions hereof. 

Airline shall, within ninety (90) days after receiving written notice from the Commissioner of Public 
Works to so do, surrender Airline's substituted temporary maintenance area (or Airline's present tem- 
porary maintenance area, if not theretofore surrendered by Airline) and remove therefrom any structure 
placed thereon by Airline; provided, however, no such surrender or removal by Airline shall be required 
prior to the later of (a) six (6) months prior to the date, as estimated by the Consulting Engineer, of 
substantial completion of the passenger terminal facilities referred to in Section 2.07 hereof, or (b) the 
date by which the taxiways, roadways, water lines, sewer lines and drainage ditches serving the Hangar 
Site Area at the Airport shall have been constructed by City, substantially in accordance with the plans 
and specifications therefor, including Exhibits 1, 2 and 4 thereof, now on file in the office of the City 
Clerk. Upon surrender by Airline in accordance with the provisions of this paragraph, Airline's Tem- 



porary Maintenance Area Lease shall be cancelled, without affecting any accrued rights or liabilities at 
the time of such cancellation. 

ARTICLE II 

Premises in New Terminal Facilities 

Section 2.01. Lease of space in New Terminal Building. City leases to Airline and grants to Airline, 
its employees, agents, passengers, guests, patrons and invitees, the exclusive use of the following premises 
(including improvements and facilities therein) to be located at the Airport in Terminal Building .... 
(hereinafter, together with the concourses thereof, referred to as the "New Terminal Building"), shown 
on Drawing Nos. . . ., . . ., . . ., ... and ... of Exhibit D attached hereto and made a part hereof; 

(a) an aggregate of square feet of space located on the second floor of the New Terminal 

Building, in the general area designated on said Drawing No. ... as Ticket Area, 

which space is hereinafter referred to as Airline's Ticket Area Space; 

(b) an aggregate of square feet of space located on the second floor concourse of the New 

Terminal Building in the general area designated on said Drawing No. ... as Operation 

Area, and an aggregate of square feet of space located on the first floor concourse of the 

New Terminal Building in the general area designated on said Drawing No. ... as 

Operation Area, and an aggregate of .... square feet of space located on the roof of the New 

Terminal Building in the general area designated on said Drawing No. ... as Operation 

Area, all of which space is hereinafter referred to as Airline's Operation Area Space; 

(c) an aggregate of square feet of space located on the floor concourse of the New 

Terminal Building in the general area designated on said Drawing No. ... as Hold 

Area, which space is hereinafter referred to as Airline's Hold Area Space; 

(d) an aggregate of square feet of space located on the mezzanine of the New Terminal 

Building in the general area designated on said Drawing No. ... as Airline Area, 

which space is hereinafter referred to as Airline's Mezzanine Area Space; 

(e) an aggregate of square feet of space located on the first floor of the New Terminal 

Building in the general area designated on said Drawing No. ... as Out Baggage, 

and an aggregate of square feet of space located in the basement of the New 

Terminal Building in the general area designated on said Drawing No. ... as ... Out Baggage, 
all of which space is hereinafter referred to as Airline's Out Baggage Space; and 

(f) an aggregate of square feet of space located on the first floor of the New Terminal 

Building in the general area designated on said Drawing No. ... as Claim Baggage, 

and an aggregate of square feet of space located on the first floor of the New Terminal 

Building in the general area designated on said Drawing No. ... as Other Airline 

Area, all of which space is hereinafter referred to as Airline's Claim Baggage Space. 

The premises (including improvements and facilities therein) in the New Terminal Building leased 
to Airline hereunder is hereinafter referred to as "Airline's New Terminal Building Space." 

Notwithstanding the foregoing provisions, in the event the New Terminal Building shall be so designed 
that when completed there will be installed therein a baggage conveyor or similar system which reasonably 
requires the use by any other Airline Party or Parties leasing ticket counter space in the New Terminal 
Building of a portion of such system located behind the ticket counter in Airline's Ticket Area Space, then 
the exclusive use by Airline of that portion of such Space on which such system is located shall be subject 
to the right of such other Airline Party or Parties to use, in common with Airline, such system for the pur- 
pose of conveying baggage, such right of use by such other Airline Party or Parties, however, being subject 
to the limitation that proper use by Airline of such system is not unreasonably interfered with. In the event 
Airline is reasonably required to use any portion of any such system located on any space in the New 
Terminal Building not leased to Airline hereunder, Airline is hereby granted a similar right to use such 
system in such space. 



Notwithstanding the lease hereunder of Airline's New Terminal Building Space, Airline shall not be 
entitled to construct or install equipment, improvements or facilities in, or otherwise occupy or use any of 
such Space until such time as the Consulting Engineer shall certify that such Space is available for such 
construction, installation, occupancy or use. Furthermore, any such construction, installation, occupancy 
or use during any period prior to completion of the New Terminal Building shall be subject to such 
restrictions as the Commissioner of Public Works may reasonably prescribe as appropriate in order not to 
unreasonably interfere with such completion. Subject to the foregoing requirements and the provisions 
hereof, Airline shall be permitted, at as early a date as practicable, to construct and install equipment, 
improvements, and facilities in Airline's New Terminal Building Space. 

Section 2.02. Passenger ramps. City also leases to Airline and grants to Airline, its employees, 
agents, passengers, guests, patrons and invitees, the use of the passenger ramps (hereinafter referred to as 

"Airline's Passenger Ramp Area") adjacent to the New Terminal Building and designated as 

on Exhibit C attached hereto and made a part hereof, subject, however, to the 

construction, installation, maintenance, use and operation of underground piping and related facilities of 
the underground fueling system at the Airport, but only in such manner as will not unreasonably interfere 
with Airline's use of Airline's Passenger Ramp Area. Notwithstanding the lease hereunder of Airline's 
Passenger Ramp Area, Airline shall not be entitled to occupy or use any of such Area until such time as 
the Consulting Engineer shall certify that such Area is available for such occupancy and use. 

Section 2.03. Use of space. The use by Airline, its employees, agents, passengers, guests, patrons 
and invitees of Airline's New Terminal Building Space shall include the use thereof for the following 
purposes : 

(a) the maintenance and operation, in connection with the conduct by Airline of air transportation, 
of ticketing and passenger and baggage handling facilities and reservation offices in Airline's 
Ticket Area Space and Airline's Hold Area Space, of customer relations and waiting room facilities, 
reservation offices, administrative offices, and locker, rest room and related facilities in Airline's 
Operation Area Space, Airline's Mezzanine Area Space and Airline's Hold Area Space, of opera- 
tions offices in Airline's Operation Area Space, of baggage, cargo and mail handling and storage 
facilities (excluding the handling or storage of cargo or mail in connection with exclusive freight 
or cargo flights), and locker, rest room and related facilities in Airline's Out Baggage Space and 
Airline's Claim Baggage Space; 

(b) the training of personnel in the employ of or under the direction of Airline; 

(c) the maintenance and operation of facilities and equipment and the carrying on of activities rea- 
sonably necessary or convenient in connection with the foregoing, including, without limitation, 
the furnishing of beverages in customer relation facilities; provided, however, that unless the 
Commissioner of Aviation shall otherwise consent, no charge shall be made by Airline for 
beverages furnished by it in customer relation facilities; and 

(d) the carrying on of other operations and activities reasonably necessary or convenient to the con- 
duct by Airline of air transportation; provided, however, that all such other operations and 
activities shall be subject to the approval of the Commissioner of Aviation. 

The foregoing shall not permit the use of Airline's New Terminal Building Space for the sale of air travel 
insurance (excepting foreign air travel insurance, if such insurance is not otherwise available in the New 
Terminal Building) or public restaurants or merchandising operations, or the conduct of any business 
separate from Airline's operation of an air transportation system. 

The use by Airline, its employees, agents, passengers, guests, patrons and invitees of Airline's Passenger 
Ramp Area shall include the exercise of all rights and privileges thereon and with respect thereto which 
are granted to Airline under the Airport Use Agreement on and with respect to the passenger ramp areas 
at the Airport available for common use. The use of Airline's Passenger Ramp Area shall be subject to 
rules and regulations promulgated by City in accordance with Article VIII of the Airport Use Agreement, 
but shall be free of any charge for parking of aircraft. 



Section 2.04. New Terminal Building Public Facilities. City grants to Airline, its employees, agents, 
passengers, guests, patrons and invitees, and its or their suppliers of materials and furnishers of service, the 
right to use in common with others, subject to rules and regulations promulgated by City in accordance 
with Article VII hereof, all space, improvements, facilities, equipment and services (hereinafter referred to 
as the "New Terminal Building Public Facilities"), now or hereafter provided by City for public use at or 
in connection with the New Terminal Building, including, without limitation, public passenger walkways, 
public passenger loading facilities, public lobbies, public lounges, public waiting rooms, public hallways, 
stairways and escalators, public rest rooms and other public conveniences. 

Section 2.05. Ingress and egress. Right to purchase property. Subject to rules and regulations 
promulgated by City in accordance with Article VII hereof, Airline shall have the right and privilege over 
the Airport of ingress to and egress from the premises and facilities described in Sections 2.01 and 2.04 
hereof for its employees, agents, passengers, guests, patrons and invitees, its or their suppliers of materials 
and furnishers of service, and its or their equipment, vehicles, machinery and other property, and except as 
in this Lease or in any other agreement between City and Airline otherwise specifically provided, no 
charges, fees or tolls of any nature, direct or indirect, shall be imposed by City upon Airline, its employees, 
agents, passengers, guests, patrons and invitees, its or their suppliers of materials and furnishers of 
service, for such right of ingress and egress, or for the privilege of purchasing, selling or using for a 
purpose herein permitted any materials or services purchased or otherwise obtained by Airline, or trans- 
porting, loading, unloading or handling persons, property, cargo or mail in connection with Airline's 
business or exercising any right or privilege granted by City hereunder. Public automobile parking areas 
at the Airport shall be made available for use of employees of Airline at a reasonable monthly rate and in 
locations to be determined by the Commissioner of Aviation. The foregoing shall not preclude City or 
its concessionaires from making and collecting a charge for the use of public automobile parking areas (sub- 
ject, however, to the foregoing provisions respecting employee parking) or sightseeing facilities, or for the 
use of ground transportation to or from the Airport furnished by City or its concessionaires, or for the 
furnishing or sale by City or its concessionaires to the public at the Airport of services, insurance, food and 
merchandise, or preclude City from imposing any tax, permit or license fee not inconsistent with the rights 
and privileges granted to Airline hereunder. 

Airline shall have the right to purchase or otherwise obtain property and services of any nature from 
any suppliers of its choice. 

Section 2.06. Use of premises on behalf of or by other Airline Parties. Any of the premises leased 
to Airline under Section 2.01 or Section 2.02 hereof may also be used, in whole or in part, by Airline on 
behalf of or in conjunction with any other Airline Party or Parties in connection with the conduct of air 
transportation by such other Airline Party or Parties, to the same extent as Airline is entitled to use 
such premises in its own behalf in connection with its conduct of air transportation. Airline shall 
also be entitled to sublease any of such premises, in whole (subject to the prior approval of City) 
or in part, to any other Airline Party or Parties for use in connection with the conduct of air 
transportation by such other Airline Party or Parties, to the same extent as Airline is entitled to use 
such premises in its own behalf in connection with its conduct of air transportation. In case of any 
use of any of such premises by Airline on behalf of or in conjunction with any other Airline Party or Parties, 
or in case of any sublease of any of such premises to any other Airline Party or Parties, Airline shall 
remain liable for its obligations hereunder and the rights and privileges granted hereunder to Airline, its 
employees, agents, passengers, guests, patrons and invitees and its or their suppliers of materials and 
furnishers of service shall, to the same extent, be granted with respect to such premises to such other 
Airline Party or Parties and its or their employees, agents, passengers, guests, patrons and invitees, suppliers 
of materials and furnishers of service. 

Notwithstanding the foregoing provisions of this Section 2.06, no use of any of the premises leased to 
Airline under Section 2.01 or Section 2.02 hereof may be made by Airline on behalf of or in conjunction 
with any other Airline Party or Parties, and no sublease of any part of such premises may be made by 
Airline to any other Airline Party or Parties, except in each case with the consent of the Commissioner of 



Aviation, if such use or sublease involves payment to Airline by any such other Airline Party or Parties 
of an amount greater than Airline's expense with respect to the premises, facilities and services used by, 
furnished to or subleased to such other Airline Party or Parties. 

Section 2.07. Completion of construction. City agrees to use its best efforts to cause the passenger 
terminal facilities at the Airport shown on Drawing Nos. 1 to 10, inclusive, of Exhibit D attached hereto 
and made a part hereof, including the adjacent passenger ramps designated on Exhibit C attached hereto 
and made a part hereof, to be completed as early as practicable, subject to the availability of funds there- 
for from the proceeds of Bonds issued pursuant to the Revenue Bond Ordinance. City further agrees to 
use its best efforts, subject to the foregoing, to cause all such facilities to be available for occupancy and 
use simultaneously, including, without limitation, the taking of all necessary action for the surrender of 
premises presently leased by City in the so-called temporary maintenance area at the Airport. 

Section 2.08. Exact Location of Leased Premises. As promptly as practicable, the Consulting 
Engineer shall specify within the requirements of Section 2.01 and Section 2.02 hereof the exact location 
in the New Terminal Building of Airline's New Terminal Building Space and the exact location on the 
Airport of Airline's Passenger Ramp Area and the Commissioner of Aviation shall advise Airline in writing 
thereof, whereupon the premises leased under this Article II shall be the areas so specified by the Consult- 
ing Engineer. 

ARTICLE III 

Term 

The term of this Lease shall be for a period of forty (40) years from the date hereof appearing on 
the first line of this Lease. 

ARTICLE IV 

Rentals 

Section 4.01. Rental payable by Airline for terminal building space. 

Commencing the first day of the calendar month next succeeding the effective date of this Lease 
and continuing through the period ending December 31, 1961, Airline shall pay to City, as rental for 
terminal building space leased to it hereunder, the monthly rental specified in Section 1.01 hereof. Airline 
warrants that its pro rata share of rental specified in Section 1.01 hereof for Present Outbound Baggage 
Space, Present Inbound Baggage Space, Present Airline Toilet Space and Present Sanitary Room Space, 
together with the pro rata shares of such rental payable by other parties to an interline agreement between 
such parties and Airline, aggregate one hundred per cent (100%) of such rental. 

Commencing January 1, 1962 and thereafter during the term hereof, Airline shall pay to City, as 

rental for terminal building space leased to it hereunder, a monthly rental of 

Dollars ($ ). 

Section 4.02. Rental payable by Airline for Airline's Passenger Ramp Area. Commencing January 
1, 1962, and thereafter during the term hereof so long as any Bonds issued pursuant to Section 2.02 or 
Section 2.15 of the Revenue Bond Ordinance are outstanding, Airline shall pay to City, as rental for Air- 
line's Passenger Ramp Area, a monthly rental of 

Dollars ($ ) , subject to increase 

as hereinafter provided. Such rental payable by Airline is recognized as being the equivalent of a com- 
mitment of payment by Airline of a minimum amount of Flight Fees under the Airport Use Agreement 
and, therefore, shall be available for application against such Flight Fees as provided in the Airport Use 
Agreement. 

If any additional Bonds shall be issued in accordance with the provisions of Section 2.15 of the Rev- 
enue Bond Ordinance to provide funds to pay the cost of completion of the Improvements referred to 
therein, then the total rentals payable during each fiscal year, so long as any Bonds issued pursuant to 
Section 2.02 or Section 2.15 of the Revenue Bond Ordinance are outstanding, by all Airline Parties for the 



lease to them of passenger ramp areas at the Airport of the character leased to Airline hereunder shall be 
increased in the aggregate, effective the later of January 1, 1962 or the date of the delivery by City 
of such additional Bonds to a purchaser, by an amount equal to one and ten hundredths times the Principal 
and Interest Requirements for each such fiscal year, as defined in Section 2.16 of the Revenue Bond Ordi- 
nance, of such additional Bonds, and the rental payable by Airline for Airline's Passenger Ramp Area 
shall be increased by an amount which bears the same proportion to such aggregate increase as the rental 
payable by Airline immediately prior to such increase for Airline's Passenger Ramp Area bears to the total 
rentals payable by all Airline Parties immediately prior to such increase for the lease to them of 
passenger ramp areas at the Airport of the character leased to Airline hereunder. 

In the event the rental for the passenger ramp areas leased to Airline Parties is increased in 
accordance with the provisions of this Section by reason of the issue of additional Bonds under Section 
2.15 of the Revenue Bond Ordinance on a date other than the beginning of any fiscal year, the increase 
shall be prorated for the balance of such fiscal year from the date of the delivery of such additional 
Bonds by City to a purchaser. 

City and Airline agree that so long as any Approved Revenue Bonds are outstanding the rentals 
provided for hereunder shall not be reduced. 

Section 4.03. Rentals payable regardless of availability of premises. The rentals payable by Airline, 
as provided for in Sections 4.01 and 4.02 hereof, shall be payable by Airline, commencing on the dates and 
for the respective periods therein provided, regardless of the date on which any premises referred to in 
Article II hereof shall be constructed or shall be available for occupancy and use by Airline. 

Section 4.04. Payment of rentals. Airline shall, on or before the first day of each calendar month 
commencing with the calendar month next succeeding the effective date of this Lease, pay to City, at 
the office of the City Comptroller of City, all rental payable hereunder by Airline for such month; pro- 
vided, however, that Airline's pro rata share of rental specified in Section 1.01 hereof for Present Outbound 
Baggage Space, Present Inbound Baggage Space, Present Airline Toilet Space and Present Sanitary Room 
Space shall be payable on or before the twentieth day following the calendar month for which such rental 
is payable hereunder. Any rental payable by Airline hereunder which is not paid when due shall bear 
interest at the rate of seven per cent (7%) per annum from the due date thereof until paid. 

ARTICLE V 

Construction, Maintenance and Repair by Airline 

Section 5.01. Construction, maintenance and repair on Airline's New Terminal Building Space. 
Airline may construct or install, at its own expense, any equipment, improvements and facilities, and any 
additions thereto, in all or any part of Airline's New Terminal Building Space. All such construction or 
installation shall be made after obtaining any requisite building or construction licenses or permits. Plans 
and specifications of any proposed construction or installation of improvements and facilities (including any 
substantial alteration or addition thereto) shall be submitted to and receive the approval of the Commis- 
sioner of Public Works prior to the commencement of construction or installation. Any advertising signs 
installed by Airline shall be limited to those which advertise air transportation, and the number, general 
type, size, design and location of such signs shall be subject to the approval of the Commissioner of 
Aviation. 

Airline shall keep and maintain all such improvements and facilities and additions thereto constructed 
or installed by it in good condition and repair. No restrictions shall be placed upon Airline as to the 
architects, builders or contractors who may be employed by it in connection with any construction, installa- 
tion, alteration, repair or maintenance of any such improvements, facilities and additions. 

Airline shall keep Airline's New Terminal Building Space in a sanitary and sightly condition. 

Section 5.02. Covenant against liens. Airline shall keep Airline's New Terminal Building Space 
and the installations situated thereon free and clear of any and all liens in any way arising out of the con- 



struction, improvement or use thereof by Airline; provided, however, that Airline may in good faith contest 
the validity of any lien. 

Section 5.03. Performance by City upon failure of Airline to maintain. In the event Airline fails 
to perform for a period of thirty (30) days after notice from City so to do, any obligation required by this 
Article V to be performed by Airline, City may enter the premises involved (without such entering 
causing or constituting a termination of this Lease or an interference with the possession of said premises 
by Airline) and do all things necessary to perform such obligation, charging to Airline the cost and 
expense thereof, and Airline agrees to pay City such charge in addition to any other amounts payable by 
Airline hereunder; provided, however, that if Airline's failure to perform any such obligation endangers 
the safety of the public or of employees of City, and City so states in its notice to Airline, City may 
perform such obligation of Airline at any time after the giving of such notice and charge to Airline, and 
Airline shall pay, as aforesaid, the cost and expense of such performance. 

ARTICLE VI 
Maintenance, Operation and Repair by City 

Section 6.01. Maintenance and operation. City shall operate and maintain, in all respects in a 
manner consistent with that of a reasonably prudent operator of an airport, and keep in good condition 
and repair, the New Terminal Building and all additions, improvements, facilities and equipment now or 
hereafter provided by City at or in connection with the New Terminal Building. City shall keep the New 
Terminal Building, except Airline's New Terminal Building Space, in a sanitary and sightly condition. 

City shall maintain and keep in good repair Airline's Passenger Ramp Area (including the removal 
therefrom of snow and foreign matter), so as to permit the efficient taxiing, servicing, and loading and 
unloading of aircraft operated by Airline, and Airline agrees to take such action as the Commissioner of 
Aviation may reasonably request in order to enable the City to comply with this provision. 

City shall at all times maintain the New Terminal Building Public Facilities so as to provide for rea- 
sonably unobstructed use thereof by passengers and invitees and shall keep such Facilities adequately sup- 
plied, equipped (including directional signs), furnished and decorated. 

City shall supply adequate heat, water and sewerage facilities for the New Terminal Building Public 
Facilities, and Airline's New Terminal Building Space, shall supply air conditioning in the New Terminal 
Building Public Facilities and in that portion of the Airline's New Terminal Building Space which accord- 
ing to the plans and specifications on file in the office of the Clerk of City is to be air conditioned, shall 
supply adequate electric power for normal use and light in all such Facilities and Space, except in Airline's 
Operation Area Space, shall supply electric power lines for normal use adjacent to Airline's Operation 
Area Space, and shall supply janitor service in the New Terminal Building Public Facilities, which janitor 
service shall be of a character satisfactory to those scheduled air transportation companies who at the time 
are lessees of a majority of the space in the New Terminal Building which is leased to scheduled air trans- 
portation companies; provided, however, that Airline shall be required to pay to City a reasonable charge 
for water supplied by City to Airline's Operation Area Space. 

Section 6.02. Taxes on leased premises. City shall pay any and all taxes or special assessments 
which may be levied or assessed upon the premises leased hereunder; provided, however, that the foregoing 
shall not apply to any taxes on any personal property or leasehold of Airline located on such premises. 

Section 6.03. Enjoyment of rights and privileges. City agrees that Airline, performing its obliga- 
tions hereunder, shall be entitled to and shall have the possession and enjoyment of the premises, facilities, 
rights and privileges leased to it hereunder, subject, however, to the provisions hereof. 

Section 6.04. Concessionaires. In the event any concessionaire selected by City for the purpose of 
operating any concession at or in connection with the New Terminal Building shall not operate such con- 
cession in a satisfactory and efficient manner, or in the event City shall fail to select a concessionaire for 
the purpose of furnishing necessary or desirable services or products to the public at or in connection with 

9 



the New Terminal Building, City shall, upon request of those scheduled air transportation companies who 
at the time are lessees of a majority of the space in the New Terminal Building which is leased to sched- 
uled air transportation companies, use its best efforts to correct such situation, including, if and so long as 
required, the selection of another concessionaire, provided that City has the authority so to do under the 
terms of the applicable concession agreement. 

City agrees that it will not, during the term of this Lease, either lease or otherwise permit the use of 
any space, area or facility in any terminal building or otherwise upon the Airport, by way of a concession 
or otherwise, to any individual, partnership, or corporation engaged in business as a travel agent or travel 
bureau for the purpose of selling, furnishing or delivering tickets available from any Airline Party for 
transportation by air. 

Section 6.05. Performance by Airline upon failure of City to maintain and operate. In the event 
City fails to perform, for a period of thirty (30) days after notice from Airline so to do, any obligation 
required by this Article VI to be performed by City, Airline may perform such obligation of City and bill 
City for the cost to Airline of such performance, but Airline shall not deduct any such cost from any 
amounts due hereunder or under any other agreement between Airline and City relating to the Airport 
unless at the time there are no Approved Revenue Bonds outstanding; provided, however, that if City's 
failure to perform any such obligation endangers the safety of Airline's operation at the Airport and Airline 
so states in its notice to City, Airline may perform such obligation of City at any time after the giving of 
such notice and bill City for its cost of such performance, but Airline shall not deduct any such cost from 
any amounts due hereunder or under any other agreement between Airline and City relating to the Airport 
unless at the time there are no Approved Revenue Bonds outstanding. City, however, shall not be liable 
to Airline for any loss of revenues to Airline resulting from any of City's acts, omissions or neglect in the 
maintenance and operation or otherwise by it of the Airport or any facilities now or hereafter connected 
therewith. 

ARTICLE VII 

Rules and Regulations 

Airline shall observe and obey all rules and regulations governing the conduct and operation of 
the Airport, promulgated from time to time by City, which are reasonably required for the prudent 
and efficient operation of the Airport and are not inconsistent with the reasonable exercise by Airline 
of any right or privilege granted to it hereunder or under any other agreement between Airline and 
City relating to the Airport or any part thereof, nor inconsistent with safety nor with the rules and 
regulations of any Federal or State agency having jurisdiction with respect thereto, nor inconsistent with 
the procedures prescribed or approved from time to time by the Civil Aeronautics Administration or any 
other governmental authority having jurisdiction over operations at the Airport. 

City shall keep Airline supplied with five (5) sets of City's current Airport rules and regulations 
applicable to Airline. Except in cases of emergency, no such rule or regulation shall be applicable to 
Airline unless it has been given fifteen (15) days notice of the adoption thereof. 

City, however, shall have no control over the rates, fares or charges that Airline may prescribe in 
connection with its conduct of an air transportation business. 

ARTICLE VIII 

Exercise by City of Governmental Functions 

Nothing contained herein shall impair the right of City in the exercise of its governmental func- 
tions to require Airline to pay any tax or inspection fees or to procure necessary permits or licenses, 
provided such requirement is not inconsistent with the rights and privileges granted to Airline hereunder. 

Nothing contained herein shall be deemed to be the grant of any franchise, license, permit or con- 
sent to Airline to operate motor coaches, buses, taxicabs or other vehicles carrying passengers or prop- 
erty for hire or other consideration over the public ways to and from the Airport. 

10 



ARTICLE IX 

Indemnity and Insurance 
Airline agrees to indemnify and hold City harmless from and against all liabilities, judgments, 
costs, damages and expenses which may accrue against, be charged to or recovered from City by 
reason or on account of damage to the property of City or the property of, injury to or death of any 
person, arising from Airline's use and occupancy of and operations at the Airport, including acts of 
its agents, contractors and subcontractors, except when caused by City's sole negligence or by the 
joint negligence of City and any person other than Airline, its agents, contractors and subcontractors; 
provided that City shall give Airline prompt and timely notice of any claim made or suit instituted 
which, in any way, affects Airline or its insurer, and Airline or its insurer shall have the right to com- 
promise and defend the same to the extent of their own interests. Any final judgment rendered against 
City for any cause for which Airline is liable hereunder shall be conclusive against Airline as to lia- 
bility and amount. 

Airline shall, at its own expense, keep in force insurance of the following types and in not less 
than the following amounts, issued by a company or companies of sound and adequate financial 
responsibility, insuring Airline and City against all liabilities for accidents arising out of or in connection 
with Airline's use and occupancy of and operations at the Airport, except when caused by City's 
negligence alone or jointly with any person other than Airline, its agents, contractors and subcontractors, 
and shall furnish to City certificates evidencing such insurance, naming City as an additional assured 
thereunder, subject to the limitations set forth above in respect of City's negligence, to-wit: 

Aircraft Public Liability Insurance $ 100,000 per person 

$1,000,000 per accident 

Aircraft Property Damage Insurance $ 200,000 per accident 

Comprehensive Public Liability Insurance $ 100,000 per person 

$ 250,000 per accident 

Comprehensive Property Damage Insurance $ 100,000 per accident 

If pursuant to any other agreement between Airline and City, Airline is complying with requirements 
identical with those of this Article, such compliance shall also serve as compliance with the requirements 
of this Article. 

ARTICLE X 

Abatement 
Section 10.01. Abatement in event of closing while any Approved Revenue Bonds are outstanding. 
In the event that the Airport shall be closed for any period of time by any order or direction of City or 
any other governmental authority or agency, or by any order or direction of any court of competent 
jurisdiction, while any Approved Revenue Bonds are outstanding, then to the extent but only to the 
extent that sufficient moneys are then held to the credit of the Emergency Reserve Account under the 
Revenue Bond Ordinance, the rentals provided herein as payable by Airline shall abate for the period 
of such closing. 

In the event the Airport shall be so closed for the landing or taking off of all turbo jet powered aircraft 
operated by Airline Parties, which at the time are landing or taking off, in the course of normal operations, 
at one or more airports having facilities similar to those at the Airport, but shall not be closed to the landing 
or taking off of other aircraft operated by any Airline Parties, while any Approved Revenue Bonds are 
outstanding, then fifty per cent (50%) of the rentals provided herein as payable by Airline shall abate for 
the period of such closing, but in no event for more than six (6) months for any single closing, in any fiscal 
year, to the extent but only to the extent that sufficient moneys are then held to the credit of the 
Emergency Reserve Account under the Revenue Bond Ordinance. 

Notwithstanding the foregoing provisions, in the event there are not sufficient moneys at the time to 
the credit of the Emergency Reserve Account available for use under the Revenue Bond Ordinance in an 

11 



amount equivalent to the amount of rentals to be abated pursuant to the foregoing provisions of this 
Section 10.01 and pursuant to similar provisions for the abatement of rentals under any other leases of 
premises at the Airport between City and any Airline Party or Parties, then the abatement of rentals pur- 
suant to this Section 10.01 and pursuant to the provisions of such other leases shall be proportionately 
decreased so that the aggregate amount of all such abatements shall not exceed the moneys at the time 
to the credit of the Emergency Reserve Account which are available for use under the Revenue Bond 
Ordinance. 

Section 10.02. Abatement on account of casualty when no Approved Revenue Bonds are out- 
standing. If any part of Airline's New Terminal Building Space shall be rendered untenantable by reason 
of damage or destruction by fire, other casualty, act of God or the public enemy, not due to any fault of 
Airline, and if City is obligated hereunder to repair such damage or destruction and if at the time but 
only if at the time no Approved Revenue Bonds are outstanding, then the rentals provided herein as pay- 
able by Airline for such Space shall be paid up to the date of such damage or destruction, but, unless City 
shall promptly furnish adequate temporary substitute facilities and expeditiously restore such Space, such 
rental shall thereafter abate in an amount directly proportional to the percentage of Airline's New 
Terminal Building Space as is rendered untenantable; provided, however, that if City fails to repair such 
damage or destruction so that such Space remains untenantable for more than ninety (90) days and if at 
the time but only if at the time no Approved Revenue Bonds are outstanding, then Airline at its option 
may, by giving to City at least thirty (30) days prior notice, terminate this Lease. City shall not be liable 
to Airline for damages for City's failure to furnish such temporary substitute facilities or, except as provided 
in Section 6.05 hereof, for City's failure to expeditiously restore such Space. 

If due to damage or destruction by fire, other casualty, act of God or the public enemy affecting the 
Airport, Airline's use of the Airport in its conduct of an air transportation system shall be substantially 
affected and if at the time but only if at the time no Approved Revenue Bonds are outstanding, then, 
without any prejudice to any right of termination hereunder, Airline shall have the right upon notice to 
City, to the abatement of a just proportion of the rentals provided herein from the time of such notice 
until normal operations are permitted. 

ARTICLE XI 

Termination by City 

City may terminate this Lease by giving Airline sixty (60) days advance notice upon or after the 
happening and during the continuance of any one of the following events: 

(a) The filing by Airline of a voluntary petition in bankruptcy. In such event, City shall have 
the right to file a claim as a creditor and the rent due and to become due, under the terms of this 
Lease, shall be accelerated and become due and payable. 

(b) The institution of proceedings in bankruptcy against Airline and the final adjudication of 
Airline as a bankrupt pursuant to such proceedings. 

(c) The taking by a court of competent jurisdiction for a period of sixty (60) days of all or 
substantially all of Airline's assets pursuant to proceedings brought under the provisions of any Federal 
reorganization act. 

(d) The appointment of a receiver of all or substantially all of Airline's assets and Airline's failure 
to vacate such appointment within sixty (60) days thereafter. 

(e) The assignment by Airline of its assets for the benefit of its creditors. 

(f) The abandonment by Airline of its conduct of air transportation at the Airport. 

(g) The default by Airline in the performance of any covenant or agreement required to be 
performed by Airline herein and the failure of Airline to remedy such default, or to take prompt action 
to remedy such default, within a period of sixty (60) days after receipt from City of notice to 
remedy the same. 

12 



No waiver by City of default of any of the terms, covenants or conditions hereof to be performed, 
kept and observed by Airline shall be construed to be or act as a waiver of any subsequent default of any 
of such terms, covenants and conditions. 

ARTICLE XII 
Termination by Airline 

After but only after the payment and retirement of all Approved Revenue Bonds, Airline may termi- 
nate this Lease and any or all of its obligations hereunder at any time that Airline is not in default in the 
payment of any amount due from it to City hereunder by giving City sixty (60) days advance notice upon 
or after the happening and during the continuance of any one of the following events: 

(a) The failure or refusal of the Civil Aeronautics Administration to approve all weather operations 
into and from the Airport of aircraft of any type operated by Airline in scheduled air transpor- 
tation using facilities similar to those at the Airport and continuance thereof for a period of at 
least sixty (60) days. 

(b) The issuance by any court of competent jurisdiction of an injunction in any way preventing or 
restraining the use of the Airport or any part thereof so as to substantially affect Airline's use of 
the Airport in its conduct of an air transportation system and the remaining in force of such 
injunction, not stayed by way of appeal or otherwise, for a period of at least sixty (60) days. 

(c) The issuance of any order, rule or regulation or the taking of any action by the Civil Aeronautics 
Board or the Civil Aeronautics Administration or other competent government authority, or the 
occurrence of any fire, other casualty, act of God or the public enemy, substantially affecting, for 
a period of at least sixty (60) days, Airline's use of the Airport in its conduct of an air trans- 
portation system; provided, however, that none of the foregoing is due to any fault of Airline. 

(d) The default by City in the performance of any covenant or agreement required to be performed 
by City herein or in any other agreement between City and Airline relating to the Airport or any 
part thereof, and the failure of City to remedy such default, or to take prompt action to remedy 
such default, within a period of sixty (60) days after receipt from Airline of notice to remedy 
the same. 

(e) The substantial restriction of City's operation of the Airport by action of the Federal Government, 
or any department or agency thereof, under its wartime or emergency powers, or by action of the 
State of Illinois, or any department or agency thereof, and continuance thereof for a period of 
not less than sixty (60) days, provided such restriction adversely affects Airline's operations at 
the Airport. 

No waiver by Airline of default of any of the terms, covenants or conditions hereof, or of any other 
agreement between City and Airline relating to the Airport or any part thereof, to be performed, kept and 
observed by City shall be construed to be or act as a waiver of any subsequent default of any of such terms, 
covenants and conditions. 

ARTICLE XIII 

Surrender of Possession 

Upon termination of this Lease, Airline shall surrender the premises leased to it hereunder in as good 
condition as when received, reasonable wear and tear, damage by fire, other casualty, act of God or the 
public enemy excepted. 

ARTICLE XIV 
Right of Airline to Remove Property 

Airline shall be entitled during the term of this Lease and for a reasonable time (not exceeding forty- 
five days) after its termination, to remove from the premises involved, or any part thereof, all trade fixtures, 
tools, machinery, equipment, materials and supplies placed thereon by it pursuant to this Lease, subject, 

13 



however, to any valid lien City may have thereon for unpaid rentals or other amounts payable by Airline 
to City hereunder or under any other agreement between City and Airline relating to the Airport or any 
part thereof, and provided that Airline shall repair all damage resulting from such removal. 

ARTICLE XV 
Definitions 
The following terms, when used in this Lease, shall have the following meanings: 

Section 15.01. Revenue Bond Ordinance- "Revenue Bond Ordinance" shall mean the Ordinance 
entitled "Ordinance authorizing the issuance of Chicago-O'Hare International Airport Revenue Bonds 
Series of 1959 for the purpose of improving and extending said Airport and providing for payment of 
principal of and interest on said bonds", adopted the 29th day of December, 1958. 

Section 15.02. Approved Revenue Bonds. "Approved Revenue Bonds" shall mean (a) the prin- 
cipal amount of Bonds to be issued pursuant to the provisions of Section 2.02 of the Revenue Bond Ordi- 
nance, (b) any additional Bonds which may be issued pursuant to the provisions of Section 2.15 of the 
Revenue Bond Ordinance to pay the cost of completing improvements as referred to therein, and (c) any 
additional Bonds which may be issued pursuant to the provisions of Section 2.16 of the Revenue Bond 
Ordinance for the purpose of constructing additional improvements and extensions referred to therein, if 
and only if the terms and provisions of such additional Bonds issued under said Section 2.16 and of the 
Supplemental Ordinance or Ordinances of City authorizing their issue shall have been approved by the 
Airlines Representative. 

Section 15.03. Consulting Engineer. "Consulting Engineer" shall mean the Consulting Engineer 
acting as such under the Revenue Bond Ordinance. 

Section 15.04. Approved maximum landing weight. The "approved maximum landing weight" 
of any aircraft shall mean the maximum landing weight approved by the Civil Aeronautics Administration 
for landing such aircraft at the Airport. 

Section 15.05. Airline Parties. "Airline Parties" shall mean at any time those air carriers who then 
have agreements with City, substantially the same as the Airport Use Agreement, except as to any difference 
in the length of term thereof, under which they agree to pay to City, in connection with each fee landing 
at the Airport of aircraft operated by them, Flight Fees on the basis and in the manner provided in the 
Airport Use Agreement and who are either 

(a) scheduled air carriers holding certificates of public convenience and necessity issued by the Civil 
Aeronautics Board, 

(b) foreign air carriers holding foreign air carrier permits issued by the Civil Aeronautics Board, or 

(c) air carriers holding certificates of convenience and necessity issued by the Illinois Commerce 
Commission (or any successor thereto) . 

Section 15.06. Majority in Interest of Airline Parties. The "Majority in Interest of Airline Parties" 
shall mean at any time the then Airline Parties who (a) constitute at least one-half of all then Airline 
Parties and (b) operated aircraft landed in fee landings (as defined in the Airport Use Agreement) at the 
Airport during the next preceding fiscal year having an aggregate approved maximum landing weight 
representing over fifty per cent (50%) of the aggregate approved maximum landing weight of all aircraft, 
landed in such fee landings at the Airport during such year, operated by all Airline Parties at the time 
of determination. 

Section 15.07. Airlines Representative. The "Airlines Representative" at any time shall mean 
such person (and such alternates, in such order) then designated by a Majority in Interest of Airline 
Parties by notice to the Commissioner of Aviation. Any such designation of such Representative shall 
remain in full force and effect until revoked or modified by a Majority in Interest of Airline Parties by 
notice to the Commissioner of Aviation. 

14 



Section 15.08. Commissioner of Public Works. The "Commissioner of Public Works" shall be 
concerned with construction at the Airport and shall mean for the purpose of this Lease the Commis- 
sioner of Public Works of City (or any successor thereto in whole or in part as to his duties here- 
under) and his duly authorized assistants. 

Section 15.09. Civil Aeronautics Administration, Civil Aeronautics Board. The "Civil Aeronautics 
Administration" and the "Civil Aeronautics Board" shall each include any successor thereto. 

Section 15.10. Commissioner of Aviation. The "Commissioner of Aviation" shall be concerned 
with the operation and maintenance of the Airport and shall mean for the purpose of this Lease the 
Commissioner of Aviation of City (or any successor thereto in whole or in part as to his duties here- 
under) and his duly authorized assistants. 

ARTICLE XVI 
Miscellaneous 

Section 16.01. Treatment of others. No right or privileges with respect to or rentals for space in 
passenger terminal facilities at the Airport shall be granted by City to any air transportation company in 
competition with Airline, which are more favorable to such company than those granted to Airline, and 
the effect of which is to place Airline at a competitive disadvantage. 

Section 16.02. Cancellation of Lease of Terminal Facilities, dated October 28, 1955. That certain 
lease, entitled Lease of Terminal Facilities, dated October 28, 1955, between Airline and City providing 
for the lease by City to Airline of certain premises in the Present Terminal Building, is hereby cancelled, 
without affecting, however, any accrued rights or liabilities at the time of such cancellation. 

Section 16.03. Effective date of Lease. An executed copy of this Lease will be deposited in 
escrow with The First National Bank of Chicago, as Escrowee, pursuant to an Escrow Agreement 
between, among others, City, Airline and such Escrowee. This Lease shall become effective only when and 
if delivered uncancelled to City pursuant to the provisions of such Escrow Agreement. 

Section 16.04. Consents and approvals of Commissioners. Consents and approvals by the Com- 
missioner of Public Works, or the Commissioner of Aviation, as the case may be, shall be in writing and 
shall not be unreasonably withheld and shall be deemed to have been given unless within thirty (30) 
days after receipt of written request from Airline for such consent or approval, the Commissioner of 
Public Works, or the Commissioner of Aviation, as the case may be, shall have given Airline a written 
reply refusing or withholding action on such consent or approval and stating his reasons for such refusal 
or such withholding of action. 

Section 16.05. Notices. All notices to City provided for herein shall be in writing and may be 
sent by registered mail, postage prepaid, addressed to the Commissioner of Aviation of the City of 
Chicago, City Hall, Chicago 2, Illinois, or to such other address as City may designate from time to time 
by notice to Airline, and shall be deemed given when so mailed. All notices to Airline provided for herein 

shall be in writing and may be sent by registered mail, postage prepaid, addressed to Airline, 

, or to such other address as Airline may designate from 

time to time by notice to City, and shall be deemed given when so mailed. 

Section 16.06. Separability. In the event any covenant, phrase, clause, paragraph, Section, con- 
dition or provision herein contained is held to be invalid by any court of competent jurisdiction, the 
invalidity of any such covenant, phrase, clause, paragraph, Section, condition or provision shall in no way 
affect any other covenant, phrase, clause, paragraph, Section, condition or provision herein contained. 

Section 16.07. Assignment or Sublease. Airline shall not assign this Lease and its rights here- 
under, in whole, except with the prior consent of City, or in part, except with the prior consent of the 
Commissioner of Aviation; provided, however, the foregoing shall not prevent the assignment of this 
Lease and of Airline's rights hereunder to any corporation into or with which Airline may merge or 
consolidate, or which may succeed to the business and assets of Airline. 

15 



Airline shall not sublease in whole the premises leased to it hereunder, except with the prior 
consent of City, and except as otherwise provided in Section 2.06 hereof, Airline shall not sublease in 
part such premises, except with the prior consent of the Commissioner of Aviation. 

Section 16.08. Remedies cumulative. The rights and remedies hereunder are cumulative and the 
use of one remedy shall not be taken to exclude or waive the right to the use of another. 

Section 16.09. Headings. The Article and Section headings contained herein are for convenience 
of reference only and are not intended to define, limit or describe the scope or intent of any provision of 
this Lease. 

Section 16.10. Successors and assigns- All of the covenants, stipulations and agreements herein 
contained shall, subject to the provisions of Section 16.07 hereof, inure to the benefit of and be binding 
upon the successors and assigns of the parties hereto. 

Section 16.11. Construction. This Lease shall be deemed to have been made in and shall be 
construed in accordance with the laws of the State of Illinois. 

Section 16.12. Counterparts. This Lease has been executed in several counterparts, each of which 
shall be an original, and all collectively but one instrument. 

IN WITNESS WHEREOF, the City of Chicago has caused this Lease to be executed on its behalf 
by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal to be 

hereunto affixed and attested by the City Clerk of the City of Chicago, and 

has caused this Lease to be executed on its behalf 

by its President and its corporate seal to be hereunto affixed and attested by 

its Secretary, pursuant to due authorization of its Board of Directors, all as of 

the day and year first above written. 

CITY OF CHICAGO 

By 



Mayor 



City Clerk 



Comptroller 



Corporation Counsel 



Secretary 



Airline shall not sublease in whole the premises leased to it hereunder, except with the prior 
consent of City, and except as otherwise provided in Section 2.06 hereof, Airline shall not sublease in 
part such premises, except with the prior consent of the Commissioner of Aviation. 

Section 16.08. Remedies cumulative. The rights and remedies hereunder are cumulative and the 
use of one remedy shall not be taken to exclude or waive the right to the use of another. 

Section 16.09. Headings. The Article and Section headings contained herein are for convenience 
of reference only and are not intended to define, limit or describe the scope or intent of any provision of 
this Lease. 

Section 16.10. Successors and assigns- All of the covenants, stipulations and agreements herein 
contained shall, subject to the provisions of Section 16.07 hereof, inure to the benefit of and be binding 
upon the successors and assigns of the parties hereto. 

Section 16.11. Construction. This Lease shall be deemed to have been made in and shall be 
construed in accordance with the laws of the State of Illinois. 

Section 16.12. Counterparts. This Lease has been executed in several counterparts, each of which 
shall be an original, and all collectively but one instrument. 

IN WITNESS WHEREOF, the City of Chicago has caused this Lease to be executed on its behalf 
by its Mayor, pursuant to due authorization of the City Council of the City of Chicago, and its seal to be 

hereunto affixed and attested by the City Clerk of the City of Chicago, and 

has caused this Lease to be executed on its behalf 

by its President and its corporate seal to be hereunto affixed and attested by 

its Secretary, pursuant to due authorization of its Board of Directors, all as of 

the day and year first above written. 

CITY OF CHICAGO 

By 



Mayor 



City Clerk 



Comptroller 



Corporation Counsel 



Secretary 



rk 







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171CHARD J. DAUc. N 

T vranspout^tion 

AIRLINE SP/^Ct ASSIGNMENT 




LXHIB1T _3_ 
LEASE OP TERMINAL FACILITIES 

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FLOOR PLAN TRANSPORTATION LEVEL 




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1INAL FACILITIES 
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JHUNE 'SPACE AS<i\C,NME.NT 




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3 5556 036 461226 



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