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Full text of "Amended and restated airport use agreement, terminal facilities lease"






CHICAGO - O'HARE INTERNATIONAL AIRPORT 



******************************* 

AMENDED AND RESTATED 

AIRPORT USE AGREEMENT 

TERMINAL FACILITIES LEASE 
******************************* 



NORTH) 









L. 



- 



Digitized by the Internet Archive 

in 2012 with funding from 

CARLI: Consortium of Academic and Research Libraries in Illinois 



http://www.archive.org/details/amendedrestatedaOOchic 



TABLE OF CONTENTS 



Page 



ARTICLE I 

Section 
Section 
Section 



DEFINITIONS 

1.01 - Definitions 

1.02 - Interpretation 

1.03 - Incorporation of Exhibits 



2 
23 
24 



ARTICLE II TERM 

Section 2.01 - Term of Agreement 



25 
25 



ARTICLE III 



GRANT OF RIGHTS 



Section 3.01 - 

Section 3.02 - 
Section 3.03 - 
Section 3.04 - 

Section 3.05 - 
Section 3.06 - 

Section 3.07 - 



Use of Airfield Area and Aircraft Parking 

Areas 

Communications Equipment 

Use of Exclusive Use Premises 

Use of Public Use Premises and Other 

Public Areas; Ingress and Egress 

Handling Agreements 

Construction, Operation and Maintenance 

and Use of Fueling System 

Restrictions 



25 



25 
28 
28 

30 
31 

32 
32 



ARTICLE IV 

Section 
Section 
Section 



LEASE OF TERMINAL FACILITIES 



4.01 - 

4.02 - 

4.03 - 



Section 4.04 - 



Introduction 

Phase I Exclusive Use Premises 

Phase II and Phase III Exclusive 

Premises 

Aircraft Parking Areas 



Use 



34 

34 
35 

35 
38 



ARTICLE V 

Section 
Section 
Section 
Section 
Section 



CALCULATION OF RENTALS, FEES, AND CHARGES 



5.01 
5.02 
5.03 
5.04 
5.05 



Section 5.06 
Section 5.07 
Section 5.08 



General Commitment 

Terminal Area Rentals 

Terminal Area Use Charges 

Airline's Prorata Share 

Special Allocations of Additional 

Terminal Area Debt Service 

Landing Fees 

Net Cost of Airfield Area 

Fueling System Fees 



39 

39 

39 
39 
42 

43 
45 
46 
47 



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TABLE OF CONTENTS 



Page 



ARTICLE VI IDENTIFICATION AND ALLOCATION OF REVENUES AND 

EXPENSES 48 

Section 6.01 - Debt Service 48 

Section 6.02 - Operation and Maintenance Expenses; 

Non-Use Agreement Revenues; Investment 

Income * 50 

Section 6.03 - Airport Development Fund, Emergency 

Reserve Fund and Special Capital 
Projects Fund Payment Requirements 51 

Section 6.04 - Allocation of Terminal Support 

Area Net Deficit or Net Revenues 51 

Section 6.05 - Allocation of International 

Terminal Area Net Deficit or Net Revenues 51 



ARTICLE VII PAYMENT OF LANDING FEES, TERMINAL AREA USE 

CHARGES AND FUELING SYSTEM FEES 5 2 

Section 7.01 - Information on Airline Operations 52 

Section 7.02 - Preliminary Projection of Landing Fee 

Rate, Terminal Area Use Charges 

and Fueling System Fees 52 

Section 7.03 - Projection of Landing Fee Rate, 

Terminal Area Use Charges and 

Fueling System Fees 53 

Section 7.04 - No Effect on Capital Project Approval 

Process 53 

Section 7.05 - Payment of Terminal Area Rentals, 

Terminal Area Use Charges, 

Landing Fees and Fueling System Fees 53 
Section 7.06 - Mid- Year Adjustment of Landing Fee Rate, 

Terminal Area Use Charges and Fueling 

System Fees 54 

Section 7.07 - Final Audit 55 

Section 7.0 8 - Place of Payments; Late Payments 56 

Section 7.09 - Right to Contest 56 

Section 7.10 - Creation of Certain Funds 56 



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ARTICLE VIII APPROVAL OF CAPITAL EXPENDITURES; APPROVAL OF 

ISSUANCE OF OBLIGATIONS 61 

Section 8.01 - Capital Expenditures for Which No Approval 

Required 61 

Section 8.02 - Issuance of Obligations for Which No 

Approval Required 63 

Section 8.03 - Notice of Capital Expenditures For Which 

No Approval Required 67 

Section 8.04 - Notice of Issuance of Obligations For 

Which No Approval Required 68 

Section 8.05 - Capital Projects and Issuance of 

Obligations for Which Majority-in- Interest 

Approval is Required 68 

Section 8.06 - Method of Obtaining Approval 69 

Section 8.0 7 - Issuance of Obligations by Persons Other 

Than City 69 

ARTICLE IX AIRPORT DEVELOPMENT PLAN; CONSTRUCTION OF CAPITAL 

PROJECTS 7 

Section 9.01 - Approval of Airport Development Plan 70 

Section 9.0 2 - Governmental Approvals 70 
Section 9.03 - Plans and Specifications; Terminal 

Structure Finish Standards 70 

Section 9.04 - Construction 71 

Section 9.05 - Airline Cooperation 75 

Section 9.06 - Priorities 75 

Section 9.07 - Sources of Funds 76 

Section 9.08 - Price Level Adjustments 78 

Section 9.0 9 - Government Grants-in-Aid 81 

Section 9.10 - Additional Costs 82 

Section 9.11 - Special Conditions 82 
Section 9.12 - Authority to Issue Obligations to Fund 

Tenant Improvements 83 
Section 9.13 - Authority to Issue Obligations to Reimburse 

Certain Airlines for Relocation Costs 84 

Section 9.14 - Special Facility Improvements 85 

Section 9.15 - Construction of Fueling System 85 



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• 



TABLE OF CONTENTS 



Page 



ARTICLE X AIRPORT DEVELOPMENT FUND 8 5 

Section 10.01 - Introduction 85 
Section 10.0 2 - Airport Development Fund Payment 

Requirements 85 
Section 10.0 3 - Airport Development Fund Payment 

Requirement Adjustments 86 

Section 10.0 4 - Payments out of Airport Development Fund 86 

Section 10.05 - Investment of Airport Development Fund 87 

ARTICLE XI EMERGENCY RESERVE FUND 88 

Section 11.01 - Introduction 88 
Section 11.0 2 - Emergency Reserve Fund Payment Requirements 88 

Section 11.03 - Payments Out of Emergency Reserve Fund 88 

Section 11.0 4 - Investment of Emergency Reserve Fund 89 

ARTICLE XII TERMINAL SUPPORT AREA 89 

Section 12.01 - Calculation of Net Revenues or Net Deficit 89 

of Terminal Support Area 

ARTICLE XIII LAND SUPPORT AREA 

Section 13.01 - Land Support Area Income and Expenses; 

Use and Development 8 9 

Section 13.0 2 - Net Revenues of the Land Support Area 91 
Section 13.03 - Deposit Into Airport Development Fund; 

Credit to Terminal Support Area 91 

Section 13.04 - Central Parking Area 92 

ARTICLE XIV INTERNATIONAL TERMINAL AREA 93 

Section 14.01 - Fees and Charges 93 
Section 14.02 - Calculation of Net Revenues or Net Deficit 

of International Terminal Area 93 



- IV - 



ARTICLE XV 



RESPONSIBILITIES OF AIRLINE 



94 



Section 
Section 
Section 
Section 
Section 
Section 
Section 
Section 



15.01 
15.02 
15.03 
15.04 
15.05 
15.06 
15.07 
15.08 



Section 15.09 - 



Maintenance, Replacement and Repair 

Modifications to Exclusive Use Premises 

Taxes, Licenses and Permits 

Installation of Machinery and Equipment 

Liens Prohibited 

Performance by City upon Failure of Airline 

Airline Books and Records 

Airline to Maintain its Corporate 

Existence? Conditions Under Which 

Exceptions Permitted 

Qualification in the State of Illinois 



94 
95 
96 
96 
97 
97 
97 



97 
98 



ARTICLE XVI OBLIGATIONS OF CITY 



98 



Section 16.01 - Operation and Maintenance of Airport 
Section 16.02 - Performance by Airline upon Failure of City 
Section 16.03 - Pursuit of Remedies Against Defaulting 

Airline Parties and International Terminal 

Area Users 



98 
99 



100 



ARTICLE XVII RULES AND REGULATIONS? COMPLIANCE WITH LAWS 
Section 17.01 - Rules and Regulations 
Section 17.0 2 - Compliance with Laws 



101 
101 
102 



ARTICLE XVIII EXERCISE BY CITY OF GOVERNMENTAL FUNCTIONS 

Section 18.01 - Governmental Functions 
Section 18.02 - No Authority to Conduct Ground 

Transportation Business 



102 
102 
10 2 



ARTICLE XIX INDEMNITY, INSURANCE AND CONDEMNATION 



102 



Section 19.01 - Indemnity 

Section 19.02 - Insurance Maintained by Airline 
Section 19.03 - Insurance Maintained by City 
Section 19.0 4 - Use of Insurance Proceeds 
Section 19.0 5 - Condemnation 



102 
10 4 
104 
10 6 
10 7 



- v - 



TABLE OF CONTENTS 



ARTICLE XX BOOKS AND RECORDS OF CITY 10 9 

Section 20.01 - City Books and Records 109 

ARTICLE XXI QUIET ENJOYMENT 10 9 

« 

Section 21.01 - Covenant of Quiet Enjoyment 109 

ARTICLE XXII SUBLEASE AND ASSIGNMENT 110 

Section 22.01 - Sublease and Assignment of Exclusive Use 

Premises 110 

Section 22.02 - Assignment by City 110 

ARTICLE XXIII TRANSITION 111 

Section 23.01 - Transfer of Pjnds 111 

Section 23.02 - Fiscal Year Preceding Effective Date lli 
Section 23.03 - Fiscal Year Beginning With Effective Date 111 

ARTICLE XXIV TERMINATION BY CITY 111 

Section 24.01 - Events of Default Defined 111 

Section 24.02 - Remedies on Default 113 

Section 24.03 - No Remedy Exclusive 113 

Section 24.04 - Agreement to Pay Attorneys' Fees and 

Expenses 114 

ARTICLE XXV TERMINATION BY AIRLINE 114 

Section 25.01 - Termination by Airline 114 

Section 25.02 - Certain Other Agreements 

Terminated Upon Termination of this 

Agreement 115 

Section 25.03 - No Remedy Exclusive 115 



- vi - 



ARTICLE XXVI EQUAL OPPORTUNITY 115 

Section 26.01 - Equal Opportunity 115 

Section 26.02 - Non-Discrimination 116 

Section 26.03 - Prohibition Against Exclusive Rights 117 

Section 26.04 - Non-Discrimination in Furnishing Services 117 

Section 26.05 - Affirmative Action 117 

ARTICLE XXVII MISCELLANEOUS 118 

Section 27.01 - Parity of Treatment 118 

Section 27.02 - Notices 118 

Section 27.03 - Severability 118 
Section 27.04 - No Additional Waiver Implied by One Waiver 118 
Section 27.05 - Termination of Certain Other Agreements 

on Effective Date; Amendments 119 
Section 27.06 - Distribution of Funds Upon 

Termination 119 

Section 27.07 - No Abatement or Set-off 119 
Section 27.08 - Provisions Relating to Special 

Facility Agreement 120 



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( 



I 



( 



AMENDED AND RESTATED 
AIRPORT USE AGREEMENT AND 
TERMINAL FACILITIES LEASE 

THIS AGREEMENT, dated as of January 1, 198 5, by and 
between the City of Chicago, a municipal corporation and home 
rule unit of local government organized and existing under the 
laws of the State of Illinois ("City"), and The Flying Tiger Line I qc., 
a corporation organized and existing under the laws of the 
State of Delaware ( "Airline" ) , 

WITNESSETH : 

WHEREAS, City owns and operates the Airport (as 
hereinafter defined) and has the power to grant rights and 
privileges with respect thereto; 

WHEREAS, City and eacn of American Airlines, Inc., 
Delta Air Lines, Inc., Northwest Orient Airlines, Inc., Trans 
World Airlines, Inc., United Air Lines, Inc., and USAir, Inc. 
have executed an Airport Use Agreement and Terminal Facilities 
Lease dated February 1, 1983, as amended by Amendment No. 1 
dated April 1, 1983 and Amendment No. 2 dated June 1, 1983 
thereto, and City and Ozark Air Lines, Inc. have executed an 
Airport Use Agreement and Terminal Facilities Lease dated 
May 12, 198 3, as amended by Amendment No. 1 dated May 12, 198 3 
and Amendment No. 2 dated June 1, 1983 thereto (collectively, 
the "1983 Airport Use Agreement") ; 

WHEREAS, City and the Airline Parties (as hereinafter 
defined) enumerated above find it necessary and advisable to 
further amend and restate the 1983 Airport Use Agreement in 
the form of this Amended and Restated Airport Use Agreement and 
Terminal Facilities Lease; and 

WHEREAS, City and Airline have agreed upon the Airport 
Development Plan (as hereinafter defined) and desire to set 
forth their agreement regarding the financing and construction 
of the facilities and improvements included in the Airport 
Development Plan and their respective rights and obligations 
regarding the use and operation of the Airport; 

NOW, THEREFORE, in consideration of the premises ana 
of the mutual covenants and agreements herein contained, City 
and Airline agree as follows: 



ARTICLE I 

DEFINITIONS 

Section 1.01 - Definitions 

The following words, terms and phrases, shall, for 
purposes of this Agreement, have the following meanings: 

(1) "Additional Footage* means, at any time, for each 
Airline Party, that number of square feet of premises equal to 
the number of square feet of such Airline Party's Exclusive Use 
Premises at such time minus the number of square feet of such 
Airline Party's Existing Footage at such time. Except as 
otherwise expressly provided in Sections 5.05 and 9.11, all 
references to an Airline Party's "Additional Footage," 
"Existing Footage" or "Exclusive Use Premises" shall be 
references to premises with respect to which such Airline 
Party's Date of Beneficial Occupancy has occurred. 

(2) "Agreement" means this Amended and Restated 
Airport Use Agreement and Terminal Facilities Lease, as 
hereafter amended or supplemented from time to time in 
accordance with its terms. 

(3) "Air Transportation Business" means the carriage 
by aircraft of persons or property as a common carrier for 
compensation or hire, or the carriage of mail, by aircraft, in 
commerce, as defined in the Federal Aviation Act of 1958, as 
amended . 

(4) "Aircraft Operator" means the owner, lessee or 
operator of an aircraft whether the aircraft so owned, leased 
or chartered is used for private, military, pleasure or 
governmental operations, or for airline or non-airline 
operations, or for scheduled or non-scheduled operations. 
"Aircraft Operator" shall not mean the pilot of an aircraft 
unless such pilot is also the owner or lessee thereof or a 
person to whom such aircraft is chartered. 

(5) "Aircraft Parking Areas" means that part of the 
Airport defined as such in the definition of "Airfield Area." 

(6) "Airfield Area" means the land identified as 
Airfield Area on Exhibit D attached hereto, and, except as 
otherwise provided herein, all facilities, equipment and 
improvements now or hereafter located thereon, including the 
following: 



- 2 - 



(a) "Aircraft Parking Areas" - those areas 
adjacent to the Terminal Structures, 
the International Terminal Structures, 
and the general aviation building 
designated for the exclusive and 
non-exclusive parking, loading and 
unloading of aircraft; 

(b) "Runways" - runways at the Airport for 
the landing and taking-off of aircraft; 

(c) "Taxiways" - taxiways and taxilanes at 
the Airport for the ground movement of 
aircraft to, from and between the 
Runways, Aircraft Parking Areas, and 
other portions of the Airport; and 

(d) "Facilities incidental to the Runways, 
Aircraft Parking Areas, and Taxiways" - 
facilities for the purpose of 
controlling and assisting arrivals, 
departures and operations of aircraft 
using the Airport, such as control 
towers operated and maintained by the 
FAA, signals, beacons, wind indicators, 
flood lights, landing lights, boundary 
lights, construction lights, radio and 
electronic aids or other aids to opera- 
tions, navigation or ground control of 
aircraft whether or not of a type herein 
mentioned and even though located away 
from the rest of the Airfield Area. 

At such time as the portion of the Airfield Area designated for 
use in the future as an international terminal facility is used 
for such purpose, such portion shall be included in the 
International Terminal Area and excluded from the Airfield 
Area. Debt Service allocated to the Airfield Area shall also 
include the Debt Service on Capital Projects, or allocable 
portions thereof, which are not located on the land identified 
as Airfield Area on Exhibit D but which are nevertheless 
allocated to the Airfield Area in the Airport Development 
Plan. 

(7) "Airline-Funded Cost" means, for each Capital 
Project described in the Airport Development Plan, the amount 
set forth opposite such Capital Project in the Airport 
Development Plan, as such amount may be adjusted pursuant to 
Article IX. 



- 3 - 



(8) "Airline Party" means, at any time, Airline and 
each other person actively engaged in the Air Transportation 
Business at the Airport who then has an Airport Use Agreement 
in effect with City. 

(9) "Airline's Aircraft Parking Area" means, at any 
time, the Aircraft Parking Areas designated in Section 4.04(a) 
hereof for Airline's exclusive use at such time. 

(10) "Airlines' Representative" means the person so 
designated by a Majority-in-Interest by written notice to the 
Commissioner. Any such designation of the Airlines' 
Representative shall remain in effect until revoked or modified 
by a Majority-in-Interest by written notice to the Commissioner. 

(11) "Airport" means Chicago-O'Hare International 
Airport as shown on Exhibit A attached hereto, together with 
any additions thereto, or improvements or enlargements thereof, 
hereafter made, but any land, rights-of-way, or improvements 
which are now or hereafter owned by or are part of the 
transportation system operated by the Chicago Transit 
Authority, or any successor thereto, wherever located within 
the boundaries of the Airport, shall not be deemed to be part 
of the Airport. 

(12) "Airport Development Fund" means the Airport 
Development Fund created under Section 7.10 and described in 
Article X. 

(13) "Airport Development Plan" means the plan 
attached hereto as Exhibit B, showing certain Capital Projects 
to be constructed at the Airport. 

(14) "Airport Fees and Charges" means, for any Fiscal 
Year, all rentals, charges and fees payable by all Airline 
Parties for such Fiscal Year, after adjustment pursuant to the 
Final Audit for such Fiscal Year, (a) pursuant to an Airport 
Use Agreement, and, if -appropriate, (b) pursuant to a Special 
Facility Financing Arrangement to the extent rentals, charges 
and fees paid pursuant thereto are for the purpose of paying 
Special Facility Revenue Bond and Other Debt Service. 

(15) "Airport Fund" means the Airport Fund created 
under Section 7.10. 

(16) "Airport Use Agreement" means (a) this Agreement, 
(b) each other airport use agreement and terminal facilities 
lease, with respect to the Airport, substantially the same 






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(except with respect to the Exclusive Use Premises and 
Airline's Aircraft Parking Area described therein) and having 
the same expiration date as this Agreement, and (c) in the case 
of an all-cargo carrier, its airport use agreement, with 
respect to the Airport, substantially the same (except with 
respect to the Exclusive Use Premises and Airline's Aircraft 
Parking Area described therein) and having the same expiration 
date as this Agreement, together with a cargo facilities lease 
of no shorter duration than such airport use agreement; in eacn 
case as amended or supplemented Horn time to time. 

(17) "Approved Maximum Landing Weight" means, for any 
aircraft operated by Airline, the maximum landing weight of 
such aircraft as set forth in Airline's FAA-approved operating 
manual. 

(18) "Capital Expenditure" means an expenditure for 
the acquisition, construction or equipping of a Capital Project, 
together with related design, architectural and engineering 
fees and costs. 

(19) "Capital Project" means a capital improvement at 
the Airport, or the acquisition of land beyond the then-current 
boundaries of the Airport for use as a part of the Airport. - 

(20) "Commissioner" means the Commissioner of the 
Department of Aviation of City, or any successor to the duties 
of such official. 

(21) "Concession Revenues" means, for any Fiscal Year, 
rentals, charges and fees of any kind or nature payable to City 
during such Fiscal Year from tenants, licensees, permittees, or 
other operators at the Airport, for the right to use premises 

at the Airport to sell or lease merchandise, services or other 
intangibles, including, but not limited to, restaurants, Dars, 
car rental agencies, news stands, gift shops, specialty shops, 
advertising displays, insurance sales facilities, public tele- 
phones, facilities for'the furnishing of ground transportation 
services, hotels and parking areas; provided, however, that 
Concession Revenues shall not include (a) any such rentals, 
charges or fees derived from the Land Support Area or the 
International Terminal Area, (b) Airport Fees and Charges, (c) 
terminal rentals or landing fees of non-Airline Parties, (d) 
fees and charges under fueling facility agreements, or (e) the 
proceeds of any tax levied at the Airport. 

(22) "Construction Fund" means the Construction Fund 
created under Article IV of the General Airport Revenue Bond 
Ordinance. 



- 5 - 



(23) "Cost-Revenue Centers" (sometimes abbreviated as 
"CRCs") means those areas of the Airport grouped together for 
the purposes of accounting for Revenues, O&M Expenses and Debt 
Service, and for calculating Airport Fees and Charges. The 
CRCs named in this Agreement, taken together, comprise the 
entire Airport, and are the Terminal Area, the Airfield Area, 
the International Terminal Area, the Terminal Support Area, the 
Fueling System and the Land Support Area. 

(24) "Date of Beneficial Occupancy" means, with 
respect to Airline's Exclusive Use Premises, the earlier of (a) 
the date on which such premises are certified by City to be 
usable by Airline for the conduct of its Air Transportation 
Business, pursuant to written notice given by City to Airline; 
provided, however, that (i) if the construction of such premises 
is to be completed after the Effective Date, such premises 
shall not be certified to be so usable until construction of 
such premises is substantially complete, and until Airline has 
had reasonably sufficient time to render such premises usable 
for the conduct of its Air Transportation Business, (ii) if 
such premises are already constructed and occupied by another 
person prior to occupancy by Airline, such premises shall not 

be certified to be so usable until vacated by such other person 
occupying such premises (including any Airline Party whose 
Phase I or Phase II Exclusive Use Premises include such 
premises) and until Airline has had reasonably sufficient time 
to render such premises usable for the conduct of its Air 
Transportation Business, and (iii) failure by Airline to 
complete tenant improvements in a timely manner shall not be 
the basis for City determining that such premises are not 
usable for an Air Transportation Business, and (b) the date on 
which Airline first occupies such premises and conducts its Air 
Transportation Business therein pursuant to Section 4.03(b). 

(25) "Debt Service" means, for any Fiscal Year, the 
aggregate of (a) General Airport Revenue Bond Debt Service 
payable for such Fiscal Year, (b) Special Facility Revenue Bond 
and Other Debt Service -payable for such Fiscal Year, and (c) at 
any time when the General Airport Revenue Bond Ordinance is not 
in effect, principal payments, interest payments, fund deposit 
requirements (other than construction fund deposits 
requirements) and amounts payable as a result of debt service 
coverage requirements on obligations issued by City pursuant to 
Article VIII other than Special Facility Revenue Bonds. In 
addition, for purposes of this Agreement, "Debt Service" snail 
include all payments made under any and all agreements 
providing for the lease or acquisition of the Buses, identified 
in the Airport Development Plan as Capital Project TA-lO(b), 
exclusive of amounts attributable under such agreements to the 
O&M Expenses of such Buses. 



- 6 - 



(26) "Debt Service Fund" means the Debt Service Fund 
created under Section 501 of the General Airport Revenue Bond 
Ordinance. 

(27) "Debt Service Reserve Fund" means the Deot 
Service Reserve Fund created under Section 501 of the General 
Airport Revenue Bond Ordinance. 

(28) "Effective Date" means the Effective Date as 
described in Section 2.01. 

(29) "Emergency Reserve Fund" means the Emergency 
Reserve Fund created under Section 7.10 and described in 
Article XI. 

(30) "Enplaned- Passengers" means all originating and 
on-line transfer and off-line transfer revenue passengers. 

(31) "Event of Default" means, with respect to each 
Airline Party, an Event of Default, as defined in Article XXIV, 
with respect to such Airline Party. 

(32) "Exclusive Use Premises" means, at any time, for 
each Airline Party, those areas and facilities in the Terminal 
Area which, pursuant to Article IV of such Airline Party's 
Airport Use Agreement, are then leased to such Airline Party 
for its exclusive occupancy and use. 

(33) "Existing Footage" means, at any time, for each 
Airline Party, the number of square feet of premises identified 
as Existing Footage in Article IV of such Airline Party's 
Airport Use Agreement, increased by such number of square feet 
of premises, if any, as may be added to such Airline Party's 
Exclusive Use Premises, from time to time, pursuant to Section 
8.01(b) . 

(34) "Federal Aviation Administration" (sometimes 
abbreviated as "FAA") means the Federal Aviation Administration 
created under the Federal Aviation Act of 1958, as amended, or 
any successor agency thereto. 

(35) "Federal Inspection Service Facility" means 
facilities provided for the United States Customs Service, the 
United States Immigration and Naturalization Service, the 
United States Department of Health and Human Services, and tne 
United States Department of Agriculture, and any successor 
departments or services thereto, for the processing of arriving 
international passengers. 

\ 

(36) "Federal Inspection Service Fees" means fees paid ("% 
to City for the use of a Federal Inspection Service Facility. 



- 7 - 



1 



(37) "Fee Landing" means any landing at the Airport 
of an aircraft except (a) an aircraft which takes off from the 
Airport and, without making a stop at any other airport, 
returns to and lands at the Airport because of meteorological 
conditions, mechanical or operating causes, or any similar 
emergency or precautionary reason, or (b) an aircraft which is 
owned by and used exclusively in the service of the United 
States of America or the government of any state, territory or 
possession thereof or therein. 

(38) "Final Audit" means the annual audit report 
described in Section 7.07. 

(39) "Fiscal Year" means January 1 through December 
31 of any year or such other fiscal year as City may adopt for 
the Airport. 

(40) "Fueling System" means those structures, 
improvements and facilities consisting of the existing fueling 
system leased under the Fueling System Lease Agreement at the 
Airport dated as of January 1, 1959 and the Capital Project 
described in the Airport Development Plan as the Fueling 
System, all as described on Exhibit H, whicn are located on 
land described as Land Support Area on Exhibit G or land 
described as Airfield Area on Exhibit D. 

(41) "Fueling System Fees" means, with respect to 
each Airline Party, the Fueling System Fees calculated pursuant 
to Article V of such Airline Party's Airport Use Agreement. 

(42) "Fueling System Lease" means the Fueling System 
Lease described in Section 3.06. 

(43) "Funding Contingency Reserve" means each reserve 
calculated pursuant to Section 9.07 for a Priority I Capital 
Project or component thereof. 

(44) "General Airport Revenue Bond Debt Service" 
means, for any Fiscal Year, all amounts of any nature 
whatsoever payable for such Fiscal Year, under the General 
Airport Revenue Bond Ordinance, into the Debt Service Fund, the 
Debt Service Reserve Fund, and the Junior Lien Obligation Deot 
Service Fund, and any other payment required pursuant to the 
debt service coverage requirements of Section 704 of the 
General Airport Revenue Bond Ordinance, reduced by an amount 
equal to any interest payable on General Airport Revenue Bonds 
during such Fiscal Year from General Airport Revenue Bond 



- 8 - 



proceeds and investment income thereon held by or for the 
account of City. 

(45) "General Airport Revenue Bond Ordinance" means 
the 1983 Chicago-O'Hare International Airport General Airport 
Revenue Bond Ordinance, attached hereto as Exhibit I, as 
adopted by the City Council of City and as hereafter amended or 
supplemented from time to time in accordance with its terms and 
as necessary to authorize the issuance of General Airport 
Revenue Bonds pursuant to Articles VIII and IX. A chart 
showing the order of priority of the allocation of Revenues 
under the General Airport Revenue Bond Ordinance is attached 
hereto as Exhibit 0. 

(46) "General Airport Revenue Bonds" means bonds of 
City authenticated and delivered pursuant to the General 
Airport Revenue Bond Ordinance. 

(47) "Government Grants-in-Aid" means those moneys 
granted to City by the United States of America or any agency 
thereof, or the State of Illinois, or any political subdivision 
or agency thereof, to pay for all or a portion of the cost of 
Capital Projects; provided, however, that Government 
Grants-in-Aid shall not include any payments made for services 
rendered at the Airport. 

(48) "Ground Transportation System" means the system 
operated by City, either directly or through an independent 
contractor, and employed in the conveyance of passengers and 
employees solely within the boundaries of the Airport, including 
all vehicles, equipment, stations, maintenance areas, and 
rights-of-way of such system. 

(49) "Independent Accountant" means a certified public 
accountant selected by City, and approved by Majority-in- 
Interest, licensed to practice in the State of Illinois, and 
who (a) in the case of an individual, shall not be a director, 
officer or employee of "either City or any Airline Party, (b) 
shall be satisfactory to the Trustee, if any, and (c) may be 
the accountant that regularly audits the books of City or the 
Airport. 

(50) "Independent Airport Consultant" means a 
consultant selected by City, after reasonable notice given to 
the Airlines' Representative, with expertise in the 
administration, financing, planning, maintenance and operations 
of airports and facilities thereof, and who, in the case of an 
individual, shall not be a director, officer or employee of 
either City or any Airline Party. 



- 9 - 



(51) "Independent Architect or Engineer" means an 
architect or engineer selected by City, after reasonable notice 
given to the Airlines' Representative, authorized to practice 
in the State of Illinois, and who, in the case of an 
individual, shall not be a director, officer or employee of 
either City or any Airline Party. 

(52) "International Terminal Area" means the land 
identified as International Terminal Area on Exhibit E attached 
hereto, and, except as otherwise provided herein, all structures 
and improvements now or hereafter located thereon, including 
the following: 

(a) "International Terminal Structures" - 
international passenger terminal 
buildings, including concourses, hold 
areas and all connecting structures, 
Federal Inspection Service Facilities, 
passenger walkways and tunnels; 
excluding, however, such portions 
thereof as may be set aside to accom- 
modate the Ground Transportation System; 

(b) "FIS Relocation Facility" - that 
facility used as a Federal Inspection 
Service Facility as provided in the 
Airport Development Plan; and 

(c) "Heating and Refrigeration Plant" - such 
portion of the heating and refrigeration 
plant at the Airport as is designated as 
part of the International Terminal Area 
in the Airport Development Plan, and all 
ducts, pipes and other utility connec- 
tions with International Terminal 
Structures. 

Any International Terminal Structure or FIS Relocation Facility 
shall be part of the International Terminal Area only so long 
as such structure or facility is used as an international 
terminal facility. Debt Service allocated to the International 
Terminal Area shall also include the Debt Service on Capital 
Projects, or allocable portions thereof, which are not located 
on the land identified as International Terminal Area on 
Exhibit E but which are nevertheless allocated to the 
International Terminal Area in the Airport Development Plan, 
and shall exclude the Debt Service on those Capital Projects, 
or allocable portions thereof, which are located on such land 



< 



( 



- 10 - 



but which are allocated to the Terminal Area in the Airport 
Development Plan. 

(53) "International Terminal Area Airline Party" 
means each person actively engaged in the Air Transportation 
Business who has signed a lease and airport use agreement for 
the use of the International Terminal Area having a term of not 
less than ten (10) years. 

(54) "Investment Income" means any interest accruing 
on, and any profit realized from the investment of, moneys in 
the Debt Service Fund, the Debt Service Reserve Fund, the Junior 
Lien Obligation Debt Service Fund, and any debt service reserve 
fund established under any ordinance or resolution authorizing 
the issuance of Junior Lien Obligations, or, at any time when 
the General Airport Revenue Bond Ordinance is not in effect, in 
similar funds created pursuant to any ordinance or resolution 
authorizing the issuance of obligations issued by City pursuant 
to Article VIII other than Special Facility Revenue Bonds. 

(55) "Junior Lien Obligations" means any bonds, notes 
or evidences of indebtedness issued by City pursuant to Article 
VIII, other than General Airport Revenue Bonds or Special 
Facility Revenue Bonds, including obligations issued by City as 
permitted by Section 705 of the General Airport Revenue Bond 
Ordinance. 

(56) "Junior Lien Obligation Debt Service Fund" means 
the Junior Lien Obligation Debt Service Fund created under 
Section 501 of the General Airport Revenue Bond Ordinance. 

(57) "Land Support Area" means the land and air 
rights identified as Land Support Area on Exhibit G attached 
hereto, and, except as otherwise provided herein, all 
structures, improvements, facilities, roads and utilities now 
or hereafter located thereon. 

(58) "Landing Fee Rate" means the Landing Fee Rate 
established pursuant to Article V. 

(59) "Landing Fees" means, with respect to each 
Airline Party, the Landing Fees calculated pursuant to Article 
V of such Airline Party's Airport Use Agreement. 

(60) "Maintenance Reserve Fund" means the Maintenance 
Reserve Fund created under Section 7.10. 

(61) "Majority-in-Interest" means, during any Fiscal 
Year, either (a) any five or more Airline Parties which, in tne 
aggregate, paid sixty percent (60%) or more of Airport Fees and 



- 11 - 



Charges paid by all Airline Parties for the preceding Fiscal 
Year, or (b) any numerical majority of Airline Parties which, 
in the aggregate, paid fifty percent (50%) or more of Airport 
Fees and Charges paid by all Airline Parties for the preceding 
Fiscal Year. Solely for the purpose of determining a Majority- 
in-Interest, no airline shall be deemed to be an Airline Party 
so long as an Event of Default with respect to such Airline 
Party has occurred and is continuing, and City has given 
written notice of such Event of Default to sucn Airline Party. 
Whenever the approval of or an action by a Majority-in-Interest 
is required hereunder, it shall be evidenced in writing by the 
Airlines* Representative. 

(62) "1959 Airport Use Agreement" means the airport 
use agreement, if any, with respect to the Airport entered into 
between City and Airline, dated as of January 1, 1959. 

(63) "1959 Bond Ordinance" means 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 and interest on said bonds," adopted 
by the City Council of City on December 29, 1958, as 
supplemented by ordinances adopted by the City Council of City 
on February 16, 1959, February 1, 1961, July 13, 1962, July 21, 
1967, June 26, 1968, March 25, 1970, and August 30, 1972, 
authorizing, securing, and confirming the sale to the 
respective purchasers thereof of the 1959 Bonds. 

(64) "1959 Bonds" means, collectively, the revenue 
bonds of City, outstanding as of any date of determination, 
described as follows: 

(a) Chicago-O'Hare International Airport Revenue 
Bonds, Series of 1959, dated January 1, 1959, 
issued pursuant to Section 2.02 of the 1959 Bond 
Ordinance in the original aggregate principal 
amount of $120,000,000; 

(b) Chicago-O'Hare International Airport Revenue 
Bonds, Series A of 1961, dated January 1, 1961, 
issued pursuant to Section 2.15 of the 1959 Bond 
Ordinance in the original aggregate principal 
amount of $2 5,00 0,000; 

(c) Chicago-O'Hare International Airport Revenue 
Bonds, Series B of 1961, dated January 1, 1961, 
issued pursuant to Section 2.15 of the 1959 Bond 
Ordinance in the original aggregate principal 
amount of $4,000,000; 



- 12 - 



(d) Chicago-O'Hare International Airport Revenue 
Bonds, Series of 1967, dated July 1, 1967, issued 
pursuant to Section 2.16 of the 1959 Bond 
Ordinance in the original aggregate principal 
amount of $5,000,000; 

(e) Chicago-O'Hare International Airport Revenue 
Bonds, Series of 1968, dated July 1, 1968, issued 
pursuant to Section 2.16 of the 1959 Bond 
Ordinance in the original aggregate principal 
amount of $18,000,000; 

(f) Chicago-O'Hare International Airport Revenue 
Bonds, Series of March, 1970, dated March 1, 
1970, issued pursuant to Section 2.16 of the 1959 
Bond Ordinance in the original aggregate 
principal amount of $52,000,000; and 

(g) Chicago-O'Hare International Airport Revenue 
Bonds, Series of 1972, dated July 1, 1972, issued 
pursuant to Section 2.16 of the 1959 Bond 
Ordinance in the original aggregate principal 
amount of $8,000,000. 

(65) "1959 Terminal Lease Agreement" means the lease, 
if any, of terminal facilities at the Airport entered into 
between City and Airline dated as of January 1, 1959, as 
amended and supplemented from time to time. 

(66) "Non-Use Agreement Revenues" means, for any 
Fiscal Year, all Revenues except (a) Terminal Area Use Charges, 
(b) Landing Fees, (c) Fueling System Fees, (d) City deposits 
into the Airport Fund or City transfers to the Trustee for 
deposit into the Revenue Fund, in either case, for subsequent 
deposit into the Airport Development Fund pursuant to Section 
13.03, and (e) Investment Income. 

(67) "Operation and Maintenance Expenses" (sometimes 
abbreviated as "O&M Expenses") means, for any Fiscal Year, the 
costs incurred by City in operating and maintaining the Airport 
during such Fiscal Year, either directly or indirectly by 
allocation to the Airport by City in accordance with the 
practices and procedures of City historically used under the 
1959 Airport Use Agreement and remaining in effect as of the 
Effective Date, including, without limitation: 

(a) the following costs and expenses incurred by 
City for employees of City employed at the 



- 13 - 



Airport, or doing work involving the Airport: 
direct salaries and wages (including overtime 
pay) , together with payments or costs 
incurred for associated payroll expense, such 
as union contributions, cash payments to 
pension funds, retirement funds or unemploy- 
ment compensation funds, life, health, 
accident and unemployment insurance premiums, 
deposits for self- insurance, vacations ana 
holiday pay, and other fringe benefits; 

(b) costs of materials, supplies, machinery and 
equipment and other similar expenses which, 
under generally accepted accounting 
principles, are not capitalized; 

(c) costs of maintenance, landscaping, decorat- 
ing, repairs, renewals and alterations not 
reimbursed by insurance, and which, under 
generally accepted accounting principles, 
are not capitalized; 

(d) costs of water, electricity, natural gas, 
telephone service and all other utilities 
and services whether furnished by City or 
purchased by City and furnished by indepen- 
dent contractors at or for the Airport; 

(e) costs of rentals of equipment or other 
personal property; 

(f) costs of rentals of real property under 
leases approved by a Majority-in-Interest; 

(g) costs of premiums for insurance, including 
property damage, public liability, burglary, 
bonds of employees, workers' compensation, 
disability, automobile, and all other insur- 
ance covering the Airport or its operations; 

(h) Terminal Area Rentals, Terminal Area Use 

Charges, Landing Fees, Fueling System Fees 
and indemnification payments pursuant to 
Section 19. 01 (a) (ii) , (iii) or (iv), unpaid 
by any Airline Party when due and reasonably 
deemed by City to be uncollectible after 
collection efforts have been undertaken by 
City in accordance with Section 16.03, but 



- 14 - 



only to the extent such rentals, charges and 
fees have not been paid out of funds avail- 
able therefor in the Emergency Reserve Fund 
pursuant to Section 11.03(b), or in the 
Airport Development Fund pursuant to Section 
10.04(c); 

(i) costs incurred in collecting and attempting 
to collect any sums due City in connection 
with the operation of the Airport? 

(j) costs of advertising at or for the Airport; 

(k) except to the extent capitalized, compensa- 
tion paid or credited to persons or firms 
appointed or engaged, from time to time, by 
City to render advice and perform 
architectural, engineering, construction 
management, financial, legal, accounting, 
testing or other professional services in 
connection with the operation, expansion, 
alteration, reconstruction, betterment or 
other improvement of the Airport or any of 
its structures or facilities; 

(1) required deposits into the Maintenance 
Reserve Fund and the Operation and 
Maintenance Reserve Fund; 

(m) except to the extent capitalized, trustees' 
fees, paying agents' fees, and all other 
fees and expenses incurred in order to 
comply with the provisions of any ordinance 
or resolution authorizing obligations issued 
pursuant to Article VIII; 

(n) the liabilities and costs described in 
Section 19.01(a) (i); and 

(o) all other direct and indirect expenses, 

whether similar or dissimilar, which arise 
Out of City's operation of the Airport, and 
which, under generally accepted accounting 
principles, are properly chargeable as 
expenses to the Airport, including any taxes 
payable by City which may be lawfully 
imposed upon the Airport by entities other 
than City. 



- 15 - 



(68) "Operation and Maintenance Fund" means the 
Operation and Maintenance Fund created under Section 7.10. 

(69) "Operation and Maintenance Reserve Fund" means 
the Operation and Maintenance Reserve Fund created under 
Section 7.10. 

(70) "Phase I Exclusive Use Premises," "Phase II 
Exclusive Use Premises," and "Phase III Exclusive Use 
Premises," as the case may be, means those premises in the 
Terminal Area described as such in Article IV hereof. 

(71) "Priority I Capital Project" means a Capital 
Project designated as a Priority I Capital Project in the 
Airport Development Plan. 

(72) "Priority II Capital Project" means a Capital 
Project designated as a Priority II Capital Project in the 
Airport Development Plan. 

(73) "Public Use Premises" means, at any time, those 
areas and facilities which, at such time, are part of the 
Terminal Area and are not any Airline Party's Exclusive Use 
Premises, and which consist of, among other things, common 
areas for passenger movement, Terminal Area Concession Areas, 
basement areas, City offices and operations areas, public 
restrooms, public waiting areas, entrances, exits, cnases, 
building support areas not open to the general public (such as 
mechanical and electrical areas, janitor closets, and heating 
and refrigeration facilities) , and premises which are designed 
for exclusive use but are not then leased to any Airline Party 
for its exclusive use and occupancy. Public Use Premises shall 
be either Type A Public Use Premises or Type B Public Use 
Premises. 

(74) "Qualified Investments" means: 

(a) any direct obligation of, or any obligation tne 
full and timely payment of principal of and 
interest on which is guaranteed by, the United 
States of America; 

(b) deposits in interest-bearing time deposits or 
certificates of deposit or similar arrangements 
issued by any bank or national banking 
association, which deposits, to the extent not 
insured by the Federal Deposit Insurance 
Corporation, shall be secured by obligations 



- 16 - 



referred to in subsection (a) above or (d) or (e) 
below having a current market value (exclusive of 
accrued interest) at least equal to one hundred 
ten percent (110%) of the amount of such 
deposits, marked to market montnly, and which 
obligations referred to in subsection (a) above 
or (d) or (e) below shall have been deposited in 
trust by such bank or national banking 
association with the trust department of the 
Trustee or with a Federal Reserve Bank or branch 
or, with the written approval of City and the 
Trustee, with another bank, trust company or 
national banking association for the benefit of 
City and the appropriate fund or account as 
collateral security for such deposits; 

(c) direct and general obligations of any state of 
the United States of America or any political 
subdivision of the State of Illinois which are 
rated not less than AA or Aa or their equivalents 
by Standard & Poor's Corporation or Moody's 
Investors Service, Inc., or their successors; 

(d) obligations issued by any of the following : 
agencies: Banks for Cooperatives, Federal 
Intermediate Credit Banks, Federal Home Loan 
Banks System, Federal Land Banks, Export-Import 
Bank, Tennessee Valley Authority, Government 
National Mortgage Association, Farmers Home 
Administration, United States Postal Service, the 
Federal National Mortgage Association to tne 
extent that such obligations are guaranteed by 
the Government National Mortgage Association, any 
agency or instrumentality of the United States of 
America and any corporation controlled and 
supervised by, and acting as an agency or 
instrumentality of, the United States of America; 

(e) repurchase agreements extending not beyond thirty 
(30) calendar days with banks which are members 
of the Federal Reserve System or with government 
bond dealers recognized as primary dealers by the 
Federal Reserve Bank of New York that are secured 
by obligations referred to in subsection (a) 
above having a current market value equal to at 
least one hundred three percent (103%) of the 
amount of the repurchase agreement, marked to 
market weekly, and which obligations have been 



- 17 - 



deposited in trust by such banks or dealers with 
the trust department of the Trustee or with a 
Federal Reserve Bank or branch, or with the 
written approval of City and the Trustee, with 
another bank, trust company or national banking 
association for benefit of City and the 
appropriate fund or account as collateral 
security for such repurchase agreements; and 

(f) public housing bonds issued by public housing 

authorities and fully secured as to the payment 
of both principal and interest by a pledge of 
annual contributions under an annual 
contributions contract or contracts with the 
United States of America, or project notes issued 
by public housing authorities, or project notes 
issued by local public agencies, in eacn case 
fully secured as to the payment of botn principal 
and interest by a requisition or payment 
agreement with the United States of America. 

(75) "Revenue Fund" means the Revenue Fund created 
under Section 501 of the General Airport Revenue Bond Ordinance 

(76) "Revenues" means, for any Fiscal Year, all 
amounts received or receivable directly or indirectly by City, 
for such Fiscal Year, for the use and operation of, or witn 
respect to, the Airport (excluding the Land Support Area) , 
including, without limitation: all amounts transferred into 
the Airport Fund or the Special Capital Projects Fund pursuant 
to Section 23.01; all Airport Fees and Charges (excluding 
payments described in subsection (a) below) ; all other rentals, 
charges and fees for the use of the Airport (including all 
rentals and flight fees payable by non-Airline Parties) or for 
any service rendered by City in the operation thereof; 
Concession Revenues and concession revenues derived from the 
International Terminal Area; interest payments to City made 
pursuant to Section 7.98; interest accruing on, and any profit 
realized from the investment of, moneys in the Revenue Fund, 
the Debt Service Fund, the Debt Service Reserve Fund, the 
Junior Lien Obligation Debt Service Fund, the Maintenance 
Reserve Fund, the Operation and Maintenance Fund, the Special 
Capital Projects Fund, the Operation and Maintenance Reserve 
Fund, and any debt service reserve fund established under any 
ordinance or resolution authorizing the issuance of Junior Lien 
Obligations; and City deposits into the Airport Fund or 
transfers to the Trustee for deposit into the Revenue Fund 
pursuant to Sections 13.03 and 13.04; provided, however, that 



- 18 - 



Revenues shall not include: (a) any amounts derived by City 
from Special Facility Financial Arrangements entered into in 
connection with Special Facility Improvements to the extent 
such amounts derived are required to pay principal of, premium, 
if any, and interest on Special Facility Revenue Bonds and all 
sinking and other reserve fund payments required by the 
ordinance or resolution authorizing the issuance of such 
Special Facility Revenue Bonds, (b) the proceeds of any 
passenger facility charge or similar tax levied by or on oehalf 
of City, (c) interest accruing on> and any profit resulting 
from the investment of, moneys in the Airport Development Fund, 
the Emergency Reserve Fund, and the Construction Fund, (d) 
Government Grants-in-Aid (except to the extent used or to be 
used to pay for or reimburse the cost of any Capital Project 
previously funded through the issuance of General Airport 
Revenue Bonds or Junior Lien Obligations) , (e) insurance 
proceeds which are not deemed to be revenues in accordance with 
generally accepted accounting principles, (f) the proceeds of 
any condemnation awards, and (g) the proceeds of any borrowings 
by City. 

(77) "Rules and Regulations" means the rules and 
regulations promulgated by the Commissioner pursuant to Section 
17.01. 

(78) "Special Capital Project Expenditure" means a 
Capital Expenditure which, pursuant to Majority-in-Interest 
approval, is to be funded from Airport Fees and Charges 
entirely in the Fiscal Year in which it is expended. 

(79) "Special Capital Projects Fund" means the 
Special Capital Projects Fund created under Section 7.10. 

(80) "Special Facility Financing Arrangements" means 
(a) a lease, loan agreement or other agreement and any 
contemporaneous financing instruments relating to Special 
Facility Improvements entered into by City pursuant to wnich 
the lessee or borrower -agrees to make payments to City during 
the term thereof in an amount at least equal to the sum of (i) 
the principal of, premium, if any, and interest on Special 
Facility Revenue Bonds issued to finance such Special Facility 
Improvements as the same become due, (ii) all costs of 
operating and maintaining such Special Facility Improvements 
required to be paid by City and for which no mechanism for 
reimbursement to City has been established other than payments 
pursuant to such lease, loan agreement or other agreement and 
any contemporaneous financing instrument, and (iii) all sinking 
and other reserve fund payments required by ordinance or 



?* 



- 19 - 



resolution authorizing such Special Facility Revenue Bonds as 
the same shall become due, or (b) any lease of, or other 
instrument relating to, a Special Facility Improvement entered 
into by City as a result of a default by the original or a 
subsequent lessee of, or borrower in connection with, such 
Special Facility Improvement, to the extent such lease or 
instrument, or the proceeds thereof, has been pledged to the 
payment of Special Facility Revenue Bonds. 

(81) "Special Facility Improvement" means a building 
or facility at the Airport, or an improvement to such building 
or facility, or portion thereof, as has been constructed, 
installed, equipped or acquired with the proceeds of the sale 
of Special Facility Revenue Bonds or funds of the user thereof, 
or both. In the event that General Airport Revenue Bonds or 
Junior Lien Obligations are issued to redeem, refund, or 
otherwise refinance such Special Facility Revenue Bonds or 
funds of the user thereof, such building, facility or 
improvement, or such portion thereof, to which such General 
Airport Revenue Bonds or Junior Lien Obligations are attriDut- 
able shall no longer be deemed to be a Special Facility 
Improvement. 

(82) "Special Facility Revenue Bond and Other Debt 
Service" means, for any Fiscal Year, principal, premium, if any, 
interest, and any additional amounts payaole by any Airline 
Party to a trustee or paying agent pursuant to the terms of an 
applicable indenture or ordinance, for such Fiscal Year, reduced 
by an amount equal to any interest payable on such obligations 
during such Fiscal Year from the proceeds of the sale of such 
obligations and from investment income thereon (but not 
including any amounts paid out of an escrow established to 
advance refund such Special Facility Revenue Bonds or other 
debt) on (a) Special Facility Revenue Bonds, and (b) any other 
notes, bonds, debentures or other evidences of indebtedness of 
any person; issued in eitner case pursuant to Section 8.02 or 

if Majority-in-Interest approval has been given therefor. 

(83) "Special Facility Revenue Bonds" means bonds, 
notes or other evidences of indebtedness of City, with respect 
to which the principal, premium, if any, and interest are 
payable solely from proceeds of the sale of such bonds and from 
rentals or other charges derived by City under and pursuant to 
one or more Special Facility Financing Arrangements relating to 
specific Special Facility Improvements entered into between 
City and the user or users of such Special Facility Improve- 
ments, which bonds, notes or other evidences of indebtedness 
are not payable from Revenues, from Airport Fees and Charges or 



- 20 - 



from other revenues of City, and for which City has no taxing 
obligation. 

(84) "Terminal Area" means the land identified as 
Terminal Area on Exhibit C attached hereto, and, except as 
otherwise provided herein, all structures and improvements now 
or hereafter located thereon, including the following? 

(a) "Terminal Structures" - all passenger 
terminal buildings '(including passenger 
terminal buildings which are or include 
Special Facility Improvements) , 
connecting structures, passenger 
walkways and tunnels, concourses, hold 
areas, Federal Inspection Service 
Facilities, if any, and control towers 
maintained by City; excluding, however, 
(i) such portions thereof as may be set 
aside to accommodate the Ground 
Transportation System, and (ii) any 
International Terminal Structures so 
long as such structures are used as 
international terminal facilities; and 

(b) "Heating and Refrigeration Plant" - 
such portion of the heating and 
refrigeration plant at the Airport as 
is designated as part of the Terminal 
Area in the Airport Development Plan, 
and all ducts, pipes and other utility 
connections with Terminal Structures. 

Debt Service allocated to the Terminal Area shall also include 
the Debt Service on Capital Projects, or allocable portions 
thereof, which are not located on the land identified as 
Terminal Area on Exhibit C but which are nevertheless allocated 
to the Terminal Area in the Airport Development Plan. 

(85) "Terminal Area Concession Areas" means tnose 
portions of the Terminal Area leased to persons from whom 
payments to City pursuant to such leases constitute Concession 
Revenues. 

(86) "Terminal Area Rentals" means, with respect to 
each Airline Party, the Terminal Area Rentals calculated 
pursuant to Article V of such Airline Party's Airport Use 
Agreement. 



- 21 - 



(87) "Terminal Area Use Charges" means, with respect 
to each Airline Party, the Terminal Area Use Charges calculated 
pursuant to Article V of such Airline Party's Airport Use 
Agreement. 

(88) "Terminal Building No. 1" means the terminal 
building identified on Exhibit C attached hereto as Terminal 
Building No. 1, and the associated satellite concourse 
building. 

(89) "Terminal Building No. 3 - Expansion" means that 
portion of the Terminal Area identified on Exhibit C attached 
hereto as Terminal Building No. 3 - Expansion and Concourse L. 

(90) "Terminal Buildings No. 2 and No. 3" means the 
.terminal buildings (not including Terminal Building No. 3 - 
Expansion or any extensions made after the Effective Date to 
Concourses F, G, H, or K) identified on Exhibit C attached 
hereto as Terminal Building No. 2 and Terminal Building No. 3, 
and associated concourses, respectively. 

(91) "Terminal Structures" means that part of the 
Airport defined as such in the definition of "Terminal Area". 

(92) "Terminal Support Area" means the land 
identified as Terminal Support Area on Exhibit F attached 
hereto, and, except as otherwise provided herein, all 
structures and facilities now or hereafter located thereon, 
including the following: 

(a) "Parking Facilities" - all public 
garage and public and employee parking 
areas and all roads and facilities 
serving such parking areas, excluding, 
however, the FIS Relocation Facility 
for so long as such facility is used as 
an international terminal facility; 

(b) "Roadways and Related Facilities" - 

all roadways, and roadway rights-of-way, 
ramps, sidewalks, parkways, service 
stations, areas leased to car rental 
and ground transportation concessions; 

(c) "Ground Transportation System and 
Related Facilities" - the surface 
right-of-way and all other land used 
for the Ground Transportation System 



- 22 - 



and all facilities and equipment 
forming part of the Ground 
Transportation System; and 

(d) "O'Hare Hilton Hotel" - the building 

identified on Exhibit F attached hereto 
as the O'Hare Hilton Hotel building, and 
any additions and improvements thereto. 

(93) "Trustee" means the trustee appointed under tne 
General Airport Revenue Bond Ordinance or any successor thereto. 

(94) "Type A Public Use Premises" means all Puolic 
Use Premises of Terminal Buildings No. 2 and No. 3, and all 
Terminal Area Concession Areas, wherever located in the 
Terminal Area. 

(95) "Type B Public Use Premises" means all Public 
Use Premises other than Type A Public Use Premises. 

Section 1.02 - Interpretation 

In this Agreement, unless the context otherwise 
requires: ; 

(a) The terms "hereby", "herein", hereof", "hereto", 
"hereunder" and any similar terms used in this Agreement refer 
to this Agreement. 

(b) All Article and Section references, unless 
otherwise expressly indicated, are to Articles and Sections of 
this Agreement and to the same Articles and Sections of each 
other Airline Party's Airport Use Agreement. 

(c) Words importing persons shall include firms, 
associations, partnerships, trusts, corporations and otner legal 
entities, including public bodies, as well as natural persons. 

(d) Any headings preceding the text of the Articles 
and Sections of this Agreement, and any table of contents or 
marginal notes appended to copies hereof, shall oe solely for 
convenience of reference and shall hot constitute a part of 
this Agreement, nor shall they affect its meaning, construction 
or effect. 

(e) Words importing the singular shall include the 
plural and vice versa. 



^ 



- 23 



(f) This Agreement shall be governed and construed in 
accordance with the laws of the State of Illinois applicable to 
contracts made and to be performed in that state. 

Section 1,03 - Incorporation of Exhibits 

The following Exhibits attached hereto are hereby made 
a part of this Agreement: 

Exhibit A Chicago-O^Hare International Airport 

Exhibit B Airport Development Plan 

Exhibit C Terminal Area 

Exhibit D Airfield Area 

Exhibit E International Terminal Area 

Exhibit F Terminal Support Area 

Exhibit G Land Support Area 

Exhibit H Fueling System 

Exhibit I General Airport Revenue Bond Ordinance 

Exhibit J Airline's Phase I Exclusive Use 

Premises 

Exhibit J-l Airline's Phase II Exclusive Use 

Premises 

Exhibit J-2* Airline's Phase III Exclusive Use 

Premises 

Exhibit K _ Airline's Phase I Aircraft Parking Areas 

Exhibit K-l Airline's Phase II Aircraft Parking 

Areas 

Exhibit K-2* Airline's Phase III Aircraft Parking 

Areas 

Exhibit L System of Allocation of O&M Expenses 

and Non-Use Agreement Revenues 



*If applicable 



- 24 - 



Exhibit M Identification of Existing Leases and 

Other Agreements of Airline to Be 
Extended 

Exhibit N Description of O&M Responsibilities 

Exhibit Allocation of Revenues to Funds 

Estaolished Under General Airport 
Revenue Bond Ordinance 

Exhibit P Algebraic Representation and 

Hypothetical Calculations of Terminal 
Area Use Charges 

Exhibit Q Terminal Finish Standards 



ARTICLE II 



TERM 



Section 2.01 - Term of Agreement ; 

This Agreement shall become effective on the date on 
which this Agreement is executed and delivered by City 
and Airline, and shall terminate on May 11, 2018. 
Notwithstanding the foregoing, the "Effective Date" as used in 
this Agreement shall mean May 12, 1983. 



ARTICLE III 



GRANT OF RIGHTS 



Section 3.01 - Use of Airfield Area and Aircraft Parking Areas 

(a) Airline shall have the right to conduct an Air 
Transportation Business at the Airport, to act as a contract or 
private carrier, and to perform all operations and functions as 
are incidental, necessary or proper thereto, including the 
following: 



r* 



- 25 - 



(i) The right to land, take-off, fly and move 

aircraft operated by Airline on the Airfield Area; 

(ii) The right to use Airline's Aircraft Parking Area 
to permit Airline's employees, agents and 
contractors to load and unload persons, property, 
cargo and mail upon or from aircraft operated by 
Airline, and, if on a temporary basis or if 
permitted by Section 3.05, by another person 
engaged in an Air Transportation Business, by 
such means as may be reasonably necessary or 
convenient; 

(iii) The right to use Airline's Aircraft Parking Area 
to service aircraft and other equipment operated 
by Airline, and, if on a temporary basis or if 
permitted by Section 3.05, by another person 
engaged in an Air Transportation Business, with 
gasoline, oil, greases, lubricants and otner fuel 
or propellant, and with foods and beverages and 
other supplies and materials, by such means as 
may be reasonably necessary or proper; 

(iv) The right to repair, condition, maintain, test 

and park aircraft and other equipment operated by 
Airline, and, if on a temporary basis or if 
permitted by Section 3.05, by another person 
engaged in an Air Transportation Business, on 
Airline's Aircraft Parking Areas; provided, 
however, such repair, conditioning, maintenance 
and testing shall be limited to those activities 
at the time commonly considered routine ramp 
servicing (which term includes the activities 
referred to in item (iii) above); 

(v) The right to park aircraft on Aircraft Parking 
Areas designated from time to time by City as 
available for common use; 

(vi) Subject to Section 3.07(f), the right to train 
personnel in its employ or under its direction; 

(vii) 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 by Airline in connection 
with its conduct of an Air Transportation 



< 



- 26 - 



Provided, however, that Airline shall 
Hispose of or exchange any such items 
I other than its employees or other 
;>erators, unless such items represent 
>ms at the time no longer reasonably 
j.n connection with the conduct by 
jits Air Transportation Business; and, 
irther, that Airline shall not sell, 
or exchange gasoline, oil, greases, 

fuel or 'propellants, except to otner 
jducting an Air Transportation Business; 

;o operate and maintain such mobile 
.ons equipment as may be reasonably 
»r convenient for its operations; 

;o purchase or otherwise obtain and use 
id personal property of any nature 
\ aircraft, engines, accessories, 
iil, greases, lubricants, other fuel or 
I foods, beverages, otner equipment and 
d any articles or goods) reasonably 
r convenient for its operation from 
Ir of its choice; 

i 

ation, maintenance and operation by 
one or jointly with one or more otner 
ties, of aircraft air-conditioning 
auxiliary power to service parked 
ircraf t start-up equipment and such 
llaneous aircraft support equipment as 
onably necessary or convenient to the 
Airline of an Air Transportation 
nd 

o conduct any operations or activities 
those enumerated above, reasonaoly 
the landing, taking-off, flying, 
ding, unloading or ramp servicing of 

the movement of passengers, which are 
necessary or convenient to the conduct 
of an Air Transportation Business; 
owever, that all such other operations 
ies shall be subject to the prior 
roval of the Commissioner. 

ng shall not be construed to authorize 
siness other than an Air Transporta- 



- 27 - 



tion Business at the Airport. The rights enumerated above may 
be exercised by Airline, alone or in conjunction with any otner 
Airline Party, directly or through another person designated by 
Airline, or designated by Airline and such Airline Party 
jointly. The rights enumerated in item (iii) above to service 
aircraft and other equipment may be exercised only with respect 
to aircraft and other equipment operated by persons engaged in 
the Air Transportation Business; provided, however, that 
Airline may exercise sucn rights with respect to such persons 
other than Airline only to the extent not prohibited by any 
agreements to which City is a party as of the Effective Date. 

Section 3.02 - Communications Equipment 

Airline shall have the right to install, maintain and 
operate, at such location or locations at the Airport as may 
have the prior written approval of the Commissioner, 
communications, meteorological and aerial navigation equipment, 
information and data processing equipment, and other similar 
facilities as may be reasonably necessary or convenient to the 
conduct by Airline of an Air Transportation Business; provided, 
however, that the exercise of such right and privilege shall 
not interfere with City's operation of the Airport for the 
benefit of all Aircraft Operators using the Airport. 

Section 3.03 - Use of Exclusive Use Premises 

(a) Airline shall have the right to use its Exclusive 
Use Premises for any and all purposes reasonably necessary, 
convenient or incidental to the conduct by Airline of an Air 
Transportation Business, including the following purposes: 

(i) 




(ii) The enplaning and deplaning of passengers, 
the handling of reservations, ticketing, 
billing and manifesting of passengers, and 
the handling of baggage, express cargo, 
property and mail, by airline employees or 
by self-service equipment operated by 
customers or passengers of Airline; 



- 28 - 



(iii) The installation, maintenance and operation 
of radio and other communications equipment 
and information and data processing 
equipment; 

(iv) The operation, by Airline or an independent 
contractor, of passenger clubs and lounges 
where, to the extent permitted by law, 
Airline may serve food and beverages with or 
without charge; 

(v) The training of personnel in the employ of 
or under the direction of Airline; 

(vi) The maintenance and operation, by Airline or 
by an independent contractor, of an 
employees' cafeteria or restaurant, the 
preparation and serving of foods and 
beverages (including th'5 maintenance and 
operation of vending machines dispersing 
such food and beverages, tobacco products 
and other merchandise) for consumption by 
Airline's employees, with the further right 
to do any and all things necessary, required , 
or convenient therewith including the 
imposition of charges for such food and 
beverages; provided, however, that the 
location of such facilities shall be limited 
to areas within Airline's Exclusive Use 
Premises not intended to be open to the 
general public; and 

(vii) The maintenance and operation of facilities 
and equipment and the carrying on of activi- 
ties reasonably necessary or convenient to 
carry out any or all of the foregoing. 

(b) Nothing in this Agreement shall be construed to 
permit the use of Airline's Exclusive Use Premises for the sale 
of air travel insurance (unless such insurance is not otherwise 
available in the Terminal Area) or for public restaurants or 
merchandising operations, or for the conduct of any business 
other than Airline's Air Transportation Business. 

(c) Airline may, with the prior written approval of 
City and other appropriate governmental authorities, use 
Airline's Exclusive Use Premises for a Federal Inspection 
Service Facility. 



- 29 - 



(d) City shall not, without obtaining Airline's prior 
written approval, apply for or use any Government Grants-in-Aid 
to pay for all or part of Airline's Exclusive Use Premises or 
Airline's Aircraft Parking Area, if the application for or use 
of such Government Grants-in-Aid would materially adversely 
affect Airline's exclusive use of such Exclusive Use Premises 
or Airline's Aircraft Parking Area. 

(e) The grant of rights and privileges to Airline 
contained herein to serve food, beverages and other similar 
products in its Exclusive Use Premises is not intended to be 
broader than the grant of similar rights and privileges by City 
to Airline pursuant to the 1959 Airport Use Agreement and the 
1959 Terminal Lease Agreement and to other persons conducting 
an Air Transportation Business at the Airport prior to the 
Effective Date. 

Section 3.04 - Use of Public Use Pr e ises and Other Public 
Areas; Ingress and Egress 

(a) Airline and its employees, agents, passengers, 
guests, patrons, invitees, its or their suppliers of materials 
and furnishers of services shall have the non-exclusive right 
to use, in common with others, those Public Use Premises 
provided for public use by City, and all other public areas of 
the Airport, together with all improvements, facilities, and 
equipment now or hereafter located thereon, including, without 
limitation: passenger walkways, passenger loading facilities, 
public lounges, public lobbies, public waiting rooms, public 
hallways, stairways and escalators, public restrooms, and 
public roads and parking lots. Nothing herein shall be deemed 
to convey to Airline any interest or property rights in the 
Public Use Premises, or any improvements thereto. The Public 
Use Premises shall be in the possession and control of City and 
shall at all times remain public property to be used only as 
public airport facilities, except as may be otherwise provided 
herein. 

(b) Except as hereinafter provided, Airline shall have 
the right (i) of ingress to and egress from the Airport for its 
employees, agents, passengers, guests, patrons and invitees, 

its or their suppliers of materials and furnishers of services, 
and its or their equipment, aircraft, vehicles, machinery and 
other property, (ii) to provide transportation of employees of 
Airline to, from and within the Airport, (iii) to provide 
transportation of passengers of Airline within the Airport, and 
(iv) to provide transportation for passengers of Airline to and 
from the Airport in the event of an emergency closing of the 



- 30 - 



Airport or another airport or in the event of an unexpected 
cancellation of scheduled flights. Except as in this Agreement 
otherwise specifically provided, no charges, fees or tolls of 
any nature, direct or indirect, snail be imposed Dy City upon 
Airline, its employees, agents, passengers, guests, patrons and 
invitees, or its or their suppliers of materials and furnishers 
of services, 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 for transporting, loading, unloading or 
handling persons, property, cargo or mail in connection with 
Airline's Air Transportation Business, or for 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 automooile parking 
areas or sightseeing facilities, or for the use of ground 
"transportation to, from, or within, 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, charge, or permit or license fee not 
inconsistent with the rights and privileges granted to Airline 
hereunder. Notwithstanding the foregoing, nothing in this 
Section 3.04 shall be deemed to permit City to levy, or 
preclude City from levying, a passenger facility charge or '■ 
other similar tax at the Airport. 

Section 3.05 - Handling Agreements 

Pursuant to such terms and provisions as Airline may 
deem appropriate and for so long as Airline actively conducts 
an Air Transportation Business at the Airport, Airline's 
Exclusive Use Premises, Airline's Aircraft Parking Areas, and 
any Public Use Premises or other public areas of the Airport 
which Airline has a right to use in common with others, may 
also be used by Airline for the handling by Airline's personnel 
of air transportation operations of other persons engaged in 
the Air Transportation-Business to the same extent as they may 
be used for the operations of Airline; provided, however, that 
(a) Airline shall remain liable for all of its obligations 
hereunder, (b) Airline shall give the Commissioner written 
notice of any such handling arrangement at least seven (7) days 
prior to the effective date thereof, and (c) no handling 
arrangement shall be allowed if the Commissioner oojects to it 
on the basis of material adverse impact to Airport operations 
within such seven (7) day period. 



- 31 - 



Section 3.06 - Construction, Operation and Maintenance and Use 
of Fueling System 

Airline shall have the obligation to construct and 
operate and maintain, and the non-exclusive right to use, in 
common with others, the Fueling System, which obligation and 
right shall be governed by, and subject to the restrictions 
contained in, that certain Amended and Restated Fueling System 
Lease dated as of January 1, 1985, by and among City, Airline 
and various persons engaged in an* Air Transportation Business. 
Any Airline Party or International Terminal Area Airline Party 
that is not a signatory to the Fueling System Lease shall not 
have the benefits or obligations of a lessee thereunder. 

Section 3.07 - Restrictions 

The foregoing rights and privileges of Airline are 
subject to the following specific restrictions: 

(a) City may, from time to time, temporarily or 
permanently close roadways, ramp areas, doorways and any other 
areas at the Airport for the purpose of facilitating necessary 
construction, maintenance or repairs of facilities at the 
Airport, so long as reasonable means of ingress and egress .to 
and from the Terminal Area and the Airfield Area remain 
available. City shall consult with Airline prior to any such 
closing which would adversely affect Airline's operations at 
the Airport unless such closing is necessitated by 
circumstances which pose an immediate threat to the nealth or 
safety of persons using the Airport. Airline hereby releases 
and discharges City, its successors and assigns, from any and 
all claims, demands or causes of action which Airline may have 
arising from the fact that such areas have been closed. 

(b) City may prohibit the use of the Airfield Area by 
any aircraft operated or controlled by Airline which exceeds 
the design strength of the paving of the Runways and Taxiways, 
so long as such prohibition also extends to similar aircraft 
operated by other Aircraft Operators. 

(c) Except as otherwise expressly provided herein or 
unless otherwise expressly permitted to do so, Airline shall 
not install, maintain or operate, or permit the installation, 
maintenance or operation in the Terminal Area of, any vending 



- 32 - 



machine or device designed to dispense or sell food, beverages, 
tobacco, or merchandise of any kind, except in areas wmch are 
not intended to be open to the general puolic. 

(d) Airline shall not do or authorize to be done 
anything which may interfere with the effectiveness or 
accessibility of the drainage and sewage system, water system, 
communications system, fire protection system, or any other 
part of the utility, electrical or other systems installed or 
located from time to time at the Airport. 

(e) Airline shall not do or authorize to be done 
anything at the Airport (i) which may constitute a hazardous 
condition so as to increase the risks normally attendant upon 
operations permitted by this Agreement or (ii) which will 
invalidate or conflict with any insurance policies covering the 
Airport. If, by reason of any failure on the part of Airline 
to comply with the provisions of this subsection, the cost of 
any such insurance or extended coverage is at any time higher 
than it otherwise would be, then Airline shall, at its option 
(1) provide an equivalent insurance policy written by an 
insurance company qualified to do business in the State of 
Illinois, or (2) pay City that part of all premiums paid by 
City which are charged because of such violation or failure, by 
Airline. 

(f) Airline shall limit its training flights into and 
out of the Airport to necessary FAA-qualif ication flights, and 
shall coordinate such training and other nonscheduled flight 
activities with representatives of the Department of Aviation 
of City. If requested by City, Airline shall restrict all sucn 
activities to certain hours so as to not interfere with 
scheduled flight activities of other Aircraft Operators using 
the Airport. 

(g) City, by its officers, employees, agents, repre- 
sentatives, contractors and furnishers of utilities and otner 
services, shall have the right at all reasonable times to enter 
Airline's Exclusive Use Premises for the purpose of inspecting 
the same, for emergency repairs to utilities systems, and for 
the doing of any act which City may oe obligated or have the 
right to do under this Agreement; provided, however, that in 
exercising such rights, City shall not unreasonably interfere 
with Airline's use and occupancy of its Exclusive Use Premises. 

(h) City shall have the right to operate and maintain 
the Ground Transportation System with all necessary and reason- 
able means of ingress thereto and egress therefrom; provided, 



- 33 - 



however, that in exercising such rights, City shall not 
unreasonably interfere with Airline's use and occupancy of its 
Exclusive Use Premises. 



ARTICLE IV 
LEASE OF TERMINAL FACILITIES 
Section 4.01 - Introduction 

(a) For the purpose of fairly allocating Deot Service 
allocable to the Terminal Area among the Airline Parties 
occupying Exclusive Use Premises, all such premises are 
designated as either Existing Footage or Additional Footage. 
The total number of square feet of Existing Footage of all 
Airline Parties shall not exceed 770,000, unless and until the 
same may be increased pursuant to Section 8.01(b). Debt 
Service on obligations issued to fund the cost of designing, 
constructing and equipping Exclusive Use Premises (other than 
the Additional Footage portion of Exclusive Use Premises which 
are part of a Special Facility Improvement) , Type B Public Use 
Premises and those Capital Projects enumerated in Section 
5.05(b), or to refinance, refund or redeem such obligations, is 
allocated among the Airline Parties based on Additional 
Footage. Debt Service on obligations issued to fund the cost 
of designing, constructing and equipping Type A Public Use 
Premises, or to refund, refinance or redeem such obligations, 
is allocated among the Airline Parties based on total square 
footage of Exclusive Use Premises. 

(b) Since Exclusive Use Premises of Airline may 
change, in size and location, as Capital Projects are 
constructed, this Article IV provides for the leasing of 
Exclusive Use Premises in phases, where applicable. 

(c) In the event the Airport Use Agreement of any 
Airline Party terminates for any reason whatsoever, with 
respect to all or part of such Airline Party's Exclusive Use 
Premises, and City relets any such Exclusive Use Premises to 
any other Airline Party, such premises shall be included in the 
Exclusive Use Premises of such new lessee and all of such 
premises shall be designated as Additional Footage regardless 
of the number of square feet of such premises which may have 
been designated as Existing Footage in the previous lessee's 
Airport Use Agreement. 



- 34 - 



Section 4.02 - Phase I Exclusive Use Premises 

(a) City hereby leases to Airline and Airline hereby 
hires and takes from City for Airline's exclusive use, and 
agrees to pay Terminal Area Rentals and Terminal Area Use 
Charges calculated with reference to, the Exclusive Use 
Premises (Airline's "Phase I Exclusive Use Premises") located 

in Terminal Building No. , and Concourse(s) , 

together with all improvements and fixtures located therein, 
all as shown on Drawing Nos. 1, 2; 3, 4, 5, and 6 of Exhibit J 
attached hereto. 

(b) The foregoing Phase I Exclusive Use Premises, 
taken together, comprise square feet, of which 
square feet shall be deemed Airline's Existing Footage, 
. an( * square feet shall be deemed Airline's Additional 
Footage. 

Section 4.03 - Phase II and Phase III Exclusive Use Premises 

(a) (i) Effective as of the Date of Beneficial 
Occupancy of the Exclusive Use Premises described and depicted 
in Exhibit J-l attached hereto, if any (Airline's "Phase II 
Exclusive Use Premises") , City shall, without any further 
action, lease to Airline and Airline shall, without any further 
action, hire and take from City for Airline's exclusive use, 
and shall pay Terminal Area Rentals and Terminal Area Use 
Charges calculated with reference to, such premises, suoject to 
all of the terms and conditions of this Agreement (including 
Exhibit J-l) . 

(ii) City and Airline agree that the size, design 
and other details of Terminal Building *No. 1 and extensions to 
Concourses F, G, H, K and L are in the conceptual stage as of 
the Effective Date and are subject to changes and refinements 
prior to final design, construction and equipping. Changes and 
refinements of any premises in the Terminal Area shall be 
approved by City and any Airline Party having Exclusive Use 
Premises in such premises; provided, nowever, no such cnanges 
or refinements shall be inconsistent with or contrary to the 
provisions of Section 9.03(b) or the description of "Project 
Scope" included in the Airport Development Plan. At tne time 
of such changes or refinements, such amendments shall be made 
to Exhibits J-l, J-2, K-l and K-2 as are necessary or 
appropriate. 

(b) Prior to the date on which City certifies 
Airline's Phase II Exclusive Use Premises to be usable for the 



- 35 - 



conduct of Airline's Air Transportation Business, Airline may, 
subject to the prior written approval of the Commissioner, 
nevertheless elect to occupy all or a portion of such Phase II 
Exclusive Use Premises for the purpose of conducting its Air 
Transportation Business. In its notice to the Commissioner of 
such election, Airline shall state the location and number of 
square feet of such Phase II Exclusive Use Premises which 
Airline elects to occupy, and the number of square feet, if 
any, of Airline's Phase I Exclusive Use Premises which Airline 
agrees to vacate and surrender in. connection therewith. If the 
Commissioner grants his prior written approval to Airline to 
occupy a portion of such Phase II Exclusive Use Premises 
pursuant to this subsection (b) , City shall lease to Airline, 
and Airline shall take and hire from City, for Airline's 
exclusive use, and shall pay Terminal Area Rentals and Terminal 
Area Use Charges calculated with reference to, such portion of 
Phase II Exclusive Use Premises so approved; provided, however, 
that Airline shall, within thirty (30) days of occupying such 
portion of its Phase II Exclusive Use Premises, vacate and 
surrender the number of square feet of its Phase I Exclusive 
Use Premises which Airline has agreed to vacate. 

(c) Within thirty (30) days after the Date of 
Beneficial Occupancy of all or a portion of Airline's Phase II 
(and Phase III, if Airline will have Phase III) Exclusive Use 
Premises, City and the Airlines' Representative will take fiela 
measurements of the premises so occupied and Exhibit J-l (and 
J-2, if applicable) shall be amended, if necessary, to reflect 
such field measurements. Each such field measurement of 
Airline's and each other Airline Party's Exclusive Use Premises 
shall be made on the same basis using the same standard of 
measurement. 

(d) No later than the earlier to occur of (i) thirty 
(30) days after the date described in Section 1.01(24) (b) has 
occurred, or (ii) ninety (90) days after the date described in 
Section 1.01(24) (a) has occurred, with respect to Airline's 
Phase II Exclusive Use-Premises, Airline shall vacate and 
surrender all portions of Airline's Phase I Exclusive Use 
Premises which are not part of its Phase II Exclusive Use 
Premises; provided, however, that upon application by Airline, 
the Commissioner may extend the time period within which Airline 
must vacate and surrender such Phase I Exclusive Use Premises. 

(e) As of the Date of Beneficial Occupancy of all or 
a portion of Airline's Phase II Exclusive Use Premises, suo- 
secti;: (a) of Section 4.02 hereof shall be deemed to be amended 
to in;, jde all or such portion, as tne case may be, of such 



- 36 - 



premises. As of the date of actual vacation of all or a portion 
of Airline's Phase I Exclusive Use Premises, subsection (a) of 
Section 4.02 hereof shall be deemed to be amended to exclude 
all or such portion, as the case may be, of such premises. 

(f) At such time as subsection (a) of Section 4.02 
hereof is deemed to be amended to include or exclude certain 
premises from the description of Airline's Exclusive Use Prem- 
ises, subsection (b) of Section 4.02 hereof shall likewise be 
deemed to be amended to reflect the increase or decrease, if 
any, in the number of square feet comprising Airline's 
Exclusive Use Premises. Except as provided in subsection (b) 
of Section 8.01, except as required to make minor adjustments 
to accomodate Airline Party relocations (in which increases in 
Existing Footage shall not exceed 1,500 square feet) or to 
render lease limit lines in baggage areas uniform, or (only 
with regards to decreases in Exclusive Use Premises) except as 
may be specified in Exhibit J-l (or J-2, if applicable) , any 
such increase or decrease in the number of square feet of 
Airline's Exclusive Use Premises shall be an increase or 
decrease in the number of square feet of Airline's Additional 
Footage to the same extent; provided, however, that any 
decrease in excess of the total number of square feet of 
Airline's Additional Footage shall be a decrease in the number 
of square feet of Airline's Existing Footage to the extent Of 
such excess. The calculation of Airline's Terminal Area 
Rentals and Terminal Area Use Charges shall be adjusted as of 
the date of such amendments to Section 4.02 hereof. 

(g) City shall make Airline's Phase II Exclusive use 
Premises available to Airline and Airline's contractors at the 
earliest practicable date to permit construction and installa- 
tion by Airline of fixtures, equipment and improvements neces- 
sary or desirable to permit such premises to be used by Airline 
for their intended purposes. Any construction and installation 
of fixtures must comply with the requirements of Section 15.02. 

(h) Within the time provided in subsection (d) of 
this Section 4.03 and subject to the provisions of Section 
9.12, Airline shall remove, to the extent feasible, from any 
premises vacated by Airline, all trade fixtures, tools, 
machinery, equipment (including, without limitation, aircraft 
loading bridges and devices, baggage systems and communications 
equipment) , supplies, materials and other removable property 
belonging to Airline; provided, however, that Airline shall 
promptly repair any damage to such premises caused by such 
removal. Airline may sell any such property to any person, and 
City shall have no right under this Agreement to approve the 
amount received by Airline therefor. 



?* 



- 37 - 



(i) As of the date that Section 4.02 hereof is deemed 
to be amended to include in Airline's Exclusive Use Premises 
any premises vacated by another Airline Party, Airline shall 
assume in writing such other Airline Party's obligations, 
insofar as they relate to such Exclusive Use Premises, under 
the Fueling System Lease Agreement at the Airport, dated as of 
January 1, 1959, or any successor agreement thereto, and the 
Lockheed Fuel Services Agreement at the Airport, dated as of 
February 1, 1960, or any successor agreement thereto. 

(j) If Airline will occupy Exclusive Use Premises in 
two phases prior to occupancy of its final Exclusive Use 
Premises, there shall be attached hereto an exhibit entitled 
Exhibit J-2 which shall describe Airline's Phase III Exclusive 
Use Premises. All of the provisions of subsections (a) through 
(i) of this Section 4.03 shall be applicable to any transition 
from Phase II Exclusive Use Premises to Phase III Exclusive Use 
Premises. 

Section 4.04 - Aircraft Parking Areas 

(a) City hereby grants to Airline, and Airline hereby 
accepts from City, for so long as Airline occupies all or any 
portion of its Phase I Exclusive Use Premises, the exclusive 
right to use the Aircraft Parking Areas immediately adjacent to 
all or such portion of Airline's Phase I Exclusive Use Premises, 
as shown on Exhibit K attached hereto. On and after the Date 

of Beneficial Occupany of all or any portion of Airline's Phase 
II Exclusive Use Premises, and for so long as Airline occupies 
such premises, Airline shall have the exclusive right to use 
the Aircraft Parking Areas immediately adjacent to all or such 
portion of Airline's Phase II Exclusive Use Premises, as shown 
on Exhibit K-l attached hereto. In the event that Airline will 
occupy Phase III Exclusive Use Premises, then on the Date of 
Beneficial Occupancy thereof, and for so long as Airline 
occupies all or any portion of such premises, Airline shall 
have the exclusive right to use the Aircraft Parking Areas 
adjacent to all or such portion of Airline's Phase III 
Exclusive Use Premises, as shown on Exhibit K-2 attached hereto. 

(b) Subject to the provisions of Section 3.06, 
Airline's right to use Airline's Aircraft Parking Areas shall 
include the right to install hydrant fueling and shall be 
subject to the installation, maintenance, use and operation of 
underground piping and related facilities of the Fueling System. 



- 38 - 



ARTICLE V 
CALCULATION OF RENTALS, FEES, AND CHARGES 
Section 5.01 - General Commitment 

(a) For the purpose of fairly allocating the net cost 
of operating, maintaining and developing the Airport among all 
of the Airline Parties, various areas of the Airport have Deen 
grouped together for the purpose of accounting for Revenues, 
O&M Expenses and Debt Service. Each such area is a Cost-Revenue 
Center as defined in Article I. The net cost of each Cost- 
Revenue Center shall be determined pursuant to the provisions 

of this Article V, and Articles VI, XII, XIII and XIV. A pro- 
rata share of the net cost of each Cost-Revenue Center (except 
the Land Support Area) shall be charged to Airline and to each 
"of the other Airline Parties as part of Airport Fees and 
Charges in accordance with the provisions of this Article V. 
The aggregate of all rentals, fees and charges to be paid under 
all Airport Use Agreements by all Airline Parties shall be 
sufficient to pay for the net cost of operating, maintaining 
and developing the Airport (excluding the Land Support Area) , 
including the satisfaction of all of City's obligations to make 
deposits and payments under any ordinance or resolution 
authorizing obligations issued pursuant to Article VIII other 
than Special Facility Revenue Bonds. 

(b) In order to minimize the rentals, fees and charges 
which Airline is obligated to pay under this Agreement, City 
shall promote and develop Non-Use Agreement Revenues in a manner 
consistent with that of a reasonably prudent airport operator. 

Section 5.02 - Terminal Area Rentals 

At such times and in such manner as provided in 
Article VII, Airline shall pay Terminal Area Rentals to City 
equal to $5.00 per square foot per year for the Exclusive Use 
Premises from time to time leased to Airline hereunder. 

Section 5.03 - Terminal Area Use Charges 

(a) At such times and in such manner as provided .n 
Article VII, Airline shall pay Terminal Area Use Charges to 
City in an amount equal to: 

(i) Airline's prorata share, if any, estab- 
lished pursuant to Section 5.04(a) of 



- 39 - 



(1) Debt Service (reduced by Investment 
Income allocated in accordance with 
Section 6.02(b)) allocated in 
accordance with Section 6.01 to 
Exclusive Use Premises (other than 
Exclusive Use Premises which are 
part of a Special Facility 
Improvement) ; and 

(2) Special Facility Revenue Bond and 
Other Debt Service attributable 
pursuant to Section 6.01(b) to the 
Existing Footage portion of 
Exclusive Use Premises which are 
part of a Special Facility 
Improvement; 



plus 



(ii) Airline's prorata share, if any, 

established pursuant to Section 5.04(b), 
of Debt Service (reduced by Investment 
Income allocated in accordance with 
Section 6.02(b)) allocated in accordance 
with Section 6.01 to Type B Public Use 
Premises and to relocation costs 
incurred pursuant to Section 9.13; 

plus 

(iii) Airline's prorata share, established 
pursuant to Section 5.04(c), of 

(1) Debt Service (reduced by Investment 
Income allocated in accordance with 
Section 6.02(b)) allocated in 
accordance with Section 6.01 to 
Type A Public Use Premises, to 
those capitalized costs of imple- 
menting the provisions of this 
Agreement described in Section 

8. 02 (a) (vii) , and to the costs of 
funding or refinancing required 
deposits into the Operation and 
Maintenance Reserve Fund; 

(2) O&M Expenses of the Terminal Area 
identified in accordance with 
Section 6.02; 



- 40 - 



(3) Airport Development Fund and 
Emergency Reserve Fund payment 
requirements calculated pursuant 
to Sections 10.02 and 11.02, 
respectively, and Special Capital 
Projects Fund payment requirements, 
if any, pursuant to Section 7.10, 
as each such payment requirement 

is allocated pursuant to Section 
6.03 to the Terminal Area? and 

(4) Net Deficit, if any, of the Termi- 
nal Support Area calculated pur- 
suant to Section 12.01 and 
allocated pursuant to Section 6.04 
to the Terminal Area; 

minus 

(iv) Airline's prorata share, established 
pursuant to Section 5.04(c), of 

(1) Non-Use Agreement Revenues of the 
Terminal Area identified in accord- 
ance with Section 6.02 and Section 
13.04; and 

(2) Net Revenues, if any, of the 
Terminal Support Area calculated 
pursuant to Section 12.01 and 
allocated pursuant to Section 6.04 
to the Terminal Area; 

plus 

(v) Airline's prorata share, if any, 

established pursuant to Section 5.05 of 
additional Debt Service (reduced by 
Investment Income allocated in 
accordance with Section 6.02(b)) 
allocated to the Terminal Area; 

plus ■ 

(vi) Debt Service, if any, (reduced by 
Investment Income allocated in 
accordance with Section 6.02(b)) 
allocated to Airline's tenant improve- 
ments in accordance with Section 6.01. 



r* 



- 41 - 



(b) Notwithstanding any other provisions of this 
Agreement, with respect to any Fiscal Year during which any 
Airline Party is obligated pursuant to a Special Facility 
Financing Arrangement to make Special Facility Revenue Bona and 
Other Debt Service payments, such Airline Party shall receive a 
credit against its Terminal Area Use Charges and Terminal Area 
Rentals for each month during such Fiscal Year in an amount 
equal to one-twelfth (1/12) of such Special Facility Revenue 
Bond and Other Debt Service payable by such Airline Party for 
such Fiscal Year allocated in accordance with Sections 6.01(a) 
and 6.01(b) to (i) the Existing Footage portion of Exclusive 
Use Premises which are part of a Special Facility Improvement, 
(ii) Public Use Premises or (iii) the Terminal Support Area. 
If, in any month, such credit exceeds the aggregate amount of 
such Airline Party's Terminal Area Use Charges and Terminal 
Area Rentals for such month, such Airline Party shall receive a 
credit against its Landing Fees for such month. If, in any 
month, such credit exceeds the aggregate amount of such Airline 
Party's Terminal Area Use Charges, Terminal Area Rentals and 
Landing Fees for such month, such Airline Party shall receive a 
credit against such charges, rentals and fees for the next 
succeeding months during such Fiscal Year equal to such 
excess. To the extent that any such credits are not exhausted 
during such Fiscal Year, then such Airline Party shall receive 
a cash payment from City in the amount of such unexhausted 
credits within thirty (30) days of receipt by such Airline 
Party of the Final Audit for such Fiscal Year. 

(c) An algebraic representation of the formula set 
forth in this Section 5.03, as applied to two hypothetical 
situations, is attached hereto as Exhibit P for illustrative 
purposes only. 

Section 5.04 - Airline's Prorata Share 

(a) Airline's prorata share set forth in Section 
5.03(a) (i) of Debt Service and Special Facility Revenue Bond 
and Other Debt Service'shall be the percentage established by 
dividing (i) the total number of square feet of Airline's 
Additional Footage by (ii) the total number of square feet of 
Additional Footage of all Airline, Parties. For purposes of 
this Section 5.04 (a) , any portion of a Special Facility 
Improvement in the Terminal Area designated as Additional 
Footage shall not be deemed to be Additional Footage. In the 
event that General Airport Revenue Bonds or Junior Lien 
Obligations are issued to redeem, refund, or otherwise 
refinance the Special Facility Revenue Bonds or other funds of 
the user of a Special Facility Improvement such that such 



- 42 - 



building, facility or improvement, or portion thereof, is no 
longer deemed to be a Special Facility Improvement, then for 
purposes of this Section 5.04(a), the portion thereof designated 
as Additional Footage shall be deemed to be Additional Footage. 

(b) Airline's prorata share set forth in Section 
5.03(a) (ii) of Debt Service shall be the percentage established 
by dividing (i) the total number of square feet of Airline's 
Additional Footage by (ii) the total number of square feet of 
Additional Footage of all Airline- Parties. For purposes of 
this Section 5.04(b), any portion of a Special Facility 
Improvement in the Terminal Area designated as Additional 
Footage shall be deemed to be Additional Footage. 

(c) Airline's prorata share set forth in Section 
5.03(a) (iii) and (iv) of Debt Service, O&M Expenses, various 
payment requirements, Net Deficit or Net Revenues of the 
Terminal Support Area and Non-Use Agreement Revenues of the 
Terminal Area shall be the percentage established by dividing 
(i) the total number of square feet of Airline's Exclusive Use 
Premises by (ii) the total number of square feet of all Airline 
Parties' Exclusive Use Premises. For purposes of this Section 
5.04(c), any portion of a Special Facility Improvement in the 
Terminal Area designated as Exclusive Use Premises shall be 
deemed to be Exclusive Use Premises. 

Section 5.05 - Special Allocations of Additional Terminal Area 
Debt Service 

(a) While it is anticipated that interest during 
construction will be capitalized, to the extent any Debt 
Service attributable to Capital Projects in the Terminal Area 
becomes payable prior to the time when the premises being 
constructed are usable and used for the purposes for which they 
are being constructed, the following shall apply: 

(i) Airline shall pay its prorata share of such Debt 
Service, -if any, (reduced by Investment Income 
allocated in accordance with Section 6.02(d)) 
allocated in accordance with Section 6.01 to that 
portion of the Terminal Area which will become 
Exclusive Use Premises once the Date of 
Beneficial Occupancy with respect thereto has 
occurred; provided, however, that with respect to 
any such premises in a Special Facility 
Improvement, only that portion of the Special 
Facility Revenue Bond and Other Debt Service, if 
any, payable prior to the Date of Beneficial 



43 - 



Occupancy, which is attributable pursuant to 
Section 6.01(b) to the Existing Footage portion 
of such Exclusive Use Premises, shall be deemed 
to be included for purposes of this Section 
5.05(a) (i). Airline's prorata share shall be the 
percentage established by dividing (1) the total 
number of square feet of Airline's Additional 
Footage by (2) the total number of square feet of 
Additional Footage of all Airline Parties. For 
purposes of this Section 5.05(a) (i) , Additional 
Footage shall include the Additional Footage 
portion of an Airline Party's Phase II (or Phase 
III, if such Airline Party will have Phase III) 
Exclusive Use Premises prior to the Date of 
Beneficial Occupancy thereof if such premises are 
included in that portion of the Terminal Area 
under construction, but shall not include any 
Additional Footage which is part of a Special 
Facility Improvement. In the event that General 
Airport Revenue Bonds or Junior Lien Obligations 
are issued to redeem, refund or otherwise 
refinance the Special Facility Revenue Bonds or 
other funds of the user of a Special Facility 
Improvement such that such building, facility, or 
improvement, or portion thereof, is no longer 
deemed to be a Special Facility Improvement, then 
for purposes of this Section 5.05(a) (i) , the 
portion thereof designated as Additional Footage 
shall be deemed to be Additional Footage. 

(ii) Airline shall pay its prorata share of such Debt 
Service, if any, (reduced by Investment Income 
allocated in accordance with Section 6.02(b)) 
allocated in accordance with Section 6.01 to that 
portion of the Terminal Area which will become 
Type B Public Use Premises. Airline's prorata 
share shall be the percentage established by 
dividing -(1) the total number of square feet of 
Airline's Additional Footage by (2) the total 
number of square feet of Additional Footage of 
all Airline Parties. For purposes of this 
Section 5.05(a) (ii) ,' Additional Footage shall 
include the Additional Footage portion of a 
Special Facility Improvement in the Terminal Area 
and the Additional Footage portion of an Airline 
Party's Phase II (or Phase III, if such Airline 
Party will have Phase III) Exclusive Use Premises 
prior to the Date of Beneficial Occupancy thereof 



- 44 - 



if such premises are included in that portion of 
the Terminal Area under construction. 

(iii) Airline shall pay its prorata share of such Debt 
Service, if any, (reduced by Investment Income 
allocated in accordance with Section 6.02(D)) 
allocated in accordance with Section 6.01 to that 
portion of the Terminal Area which will become 
Type A Public Use Premises. Airline's prorata 
share shall be the percentage established by 
dividing (1) the total number of square feet of 
Airline's Exclusive Use Premises by (2) the total 
number of square feet of Exclusive Use Premises 
of all Airline Parties. For purposes of this 
Section 5.05(a) (iii), that portion of a Special 
Facility Improvement in the Terminal Area 
designated as Exclusive Use Premises shall be 
Exclusive Use Premises. 

(b) Airline shall pay its prorata share of all Debt 
Service (reduced by Investment Income allocated in accordance 
with Section 6.02(b)), whenever payable, on the following 
Capital Projects: TA 2, TA 5, TA 6, TA 8 , TA 9 , TA 10, TA 12 
and TA 13, all as so designated and described in the Airport 
Development Plan. Airline's prorata share shall be the : 
percentage established by dividing (i) the total number of 
square feet of Airline's Additional Footage by (ii) the total 
number of square feet of Additional Footage of all Airline 
Parties. For purposes of this Section 5.05(b), Additional 
Footage shall include the Additional Footage portion of a 
Special Facility Improvement in the Terminal Area and the 
Additional Footage portion of each Airline Party's Phase II (or 
Phase III, if such Airline Party will have Phase III) Exclusive 
Use Premises prior to the Date of Beneficial Occupancy thereof. 

Section 5.06 - Landing Fees 

(a) At such times and in such manner as provided in 
Article VII, Airline shall pay a Landing Fee to City for each 
Fee Landing of an aircraft operated by Airline. The Landing 
Fee shall be an amount equal to the product of (i) the number 
of thousands of pounds of the Approved Maximum Landing Weight 
of the aircraft involved in the Fee Landing, multiplied by (ii) 
the Landing Fee Rate. 

(b) The Landing Fee Rate for any Fiscal Year shall be 
determined (to the nearest l/10th of one cent per each one 
thousand pounds) by dividing the Net Cost of the Airfield Area 



- 45 - 



(as defined in Section 5.07) , for such Fiscal Year, by the 
total Approved Maximum Landing Weight in thousand-pound units 
of all aircraft of all Airline Parties landed in Fee Landings 
during such Fiscal Year. 

(c) Notwithstanding any other provisions of this 
Agreement, with respect to any Fiscal Year during which any 
Airline Party is obligated pursuant to a Special Facility 
Financing Arrangement to make Special Facility Revenue Bond and 
Other Debt Service payments, such. Airline Party shall receive a 
credit against its Landing Fees for each month during such 
Fiscal Year in an amount equal to one-twelfth (1/12) of such 
Special Facility Revenue Bond and Other Debt Service payade by 
such Airline Party for such Fiscal Year allocated in accordance 
with Section 6.01 to the Airfield Area. If, in any month, such 
credit exceeds the aggregate amount of Landing Fees payable by 
such Airline Party for such month, such Airline Party shall 
receive a credit against its Landing Fees payable for tne next 
succeeding months during such Fiscal Year equal to the amount 
of such excess. To the extent that any such credits are not 
exhausted during such Fiscal Year, then such Airline Party 
shall receive a cash payment from City in the amount of such 
unexhausted credits within thirty (30) days of receipt by such 
Airline Party of the Final Audit for such Fiscal Year. 

Section 5.07 - Net Cost of Airfield Area 

The Net Cost of the Airfield Area shall be: 

(a) Debt Service (reduced by Investment 
Income allocated in accordance with 
Section 6.02(b)) allocated in 
accordance with Section 6.01 to the 
Airfield Area; 

plus 

(b) O&M Expenses of the Airfield Area 
identified in accordance with Section 
6.02; 

plus I 

(c) Net Deficit, if any, of the 
International Terminal Area calculated 
pursuant to Section 14.02 and allocated 
pursuant to Section 6.05 to the 
Airfield Area; 



- 46 - 



plus 
(d) 



Airport Development Fund and Emergency 
Reserve Fund payment requirements 
calculated pursuant to Sections 10.02 
and 11.02, respectively, and Special 
Capital Projects Fund payment 
requirements, if any, pursuant to 
Section 7.10, as each such payment 
requirement is allocated pursuant to 
Section 6.03 to the Airfield Area; 



minus 



(e) Non-Use Agreement Revenues of the 

Airfield Area identified in accordance 
with Section 6.02; 



minus 

(f) Net Revenues, if any, of the 

International Terminal Area calculated 
pursuant to Section 14.02 and allocated 
pursuant to Section 6.05 to the 
Airfield Area. 



n 5.08 - Fueling System Fees 
j 

(a) At such times and in such manner as provided in 
je VII, Airline shall pay to City Fueling System Fees for 
jiscal Year in an amount equal to Airline's prorata share 
fished pursuant to Section 5.08(h) below of: 

(i) Debt Service (reduced by Investment 
Income allocated in accordance with 
Section 6.02(b)) allocated in 
accordance with Section 6.01 to the 
Fueling System; 



plus 
(ii) 



O & M Expenses, if any, of the Fueling 
System identified in accordance with 
Section 6.02; 



- 47 - 



minus 

(iii) Non-Use Agreement Revenues, if any, of 
the Fueling System identified in 
accordance with Section 6.02. 

(b) Airline's prorata share for purposes of Section 
5.08(a) above shall be computed as follows: 

(i) Ten percent (10%) thereof shall be 

distributed equally among all Airline 
Parties and International Terminal Area 
Airline Parties; 

(ii) Ninety percent (90%) thereof shall be 
distributed among all Airline Parties 
and International Terminal Area Airline 
Parties in the proportion that the 
number of gallons of aviation fuel 
distributed from the Fueling System to 
each such Airline Party or 
International Terminal Area Airline 
Party bears to the total number of 
gallons of aviation fuel distributed 
from the Fueling System to all Airline 
Parties and International Terminal Area 
Airline Parties. 

(c) In the event that for any full calendar month 
none of the Airline Parties has any aviation fuel distributed 
to it from the Fueling System, Airline shall, for the purposes 
of this Section 5.08, be deemed to have had distributed to it 
in such month the average number of gallons of aviation fuel 
distributed to it in each of the last preceding six months 
during which any aviation fuel was distributed to it. 

ARTICLE VI 

IDENTIFICATION AND ALLOCATION OF REVENUES AND EXPENSES 

Section 6.01 - Debt Service 

(a) City shall maintain accurate records allocating 
Debt Service for each Fiscal Year among the CRCs. The alloca- 
tion of Debt Service shall be based on actual expenditures made 



- 48 - 



out of the proceeds of obligations giving rise to such Debt 
Service for each Capital Project described in the Airport 
Development Plan and in any future schedules of Capital Projects 
presented by City to the Airline Parties in accordance with 
Article VIII; provided, however, that Debt Service attrioutable 
to those capitalized costs of implementing the provisions of 
this Agreement described in Section 8.02(a) (vii) shall be 
allocated thirty-five percent (35%) to the Terminal Area, 
thirty-five percent (35%) to the Airfield Area, twenty percent 
(20%) to the Terminal Support Area and ten percent (10%) to the 
International Terminal Area; and, provided, further, that Debt 
Service attributable to the costs of funding or refinancing 
required deposits into the Operation and Maintenance Reserve 
Fund, for each Fiscal Year, shall be allocated among the CRCs 
in the same proportion as O&M Expenses, for such Fiscal Year, 
are allocated among the CRCs. Such allocation shall separately 
identify Debt Service allocated to the Terminal Area for (i) 
all Exclusive Use Premises (excluding Exclusive Use Premises 
which are part of a Special Facility Improvement) , (ii) any 
Exclusive Use Premises which are part of a Special Facility 
Improvement, (iii) tenant improvements pursuant to Section 
9.12, (iv) relocation costs incurred pursuant to Section 9.13, 
(v) Type A Public Use Premises, (vi) Type B Public Use 
Premises, (vii) those capitalized costs of implementing the 
provisions of this Agreement described in Section 8.02(a) (vii), 
(viii) those Capital Projects enumerated in Section 5.05(b), 
and (ix) the costs of funding or refinancing required deposits 
into the Operation and Maintenance Reserve Fund; and shall 
separately identify Debt Service, if any, during construction 
for each of the foregoing. 

(b) Special Facility Revenue Bond and Other Debt 
Service attributable to the Existing Footage portion of 
Exclusive Use Premises which are part of a Special Facility 
Improvement shall equal the amount of Special Facility Revenue 
Bond and Other Debt Service allocated to all of such Exclusive 
Use Premises pursuant to Section 6.01(a) (ii) ("S") minus an 
amount equal to the product of (i) S times (ii) a fraction, the 
numerator of which shall be the number of square feet of such 
Exclusive Use Premises consisting of Additional Footage ("T") 
and the denominator of which shall be the total numoer of 
square feet of such Exclusive Use Premises ("U") times (iii) a 
fraction, the numerator of which shall be the total number of 
square feet of Exclusive Use Premises of all Airline Parties 



- 49 - 



(including Exclusive Use Premises which are part of a Special 
Facility Improvement) to which Debt Service is allocable 
pursuant to Section 6.01(a) ("V") and the denominator of which 
shall be the total number of square feet of Additional Footage 
of all Airline Parties (including Additional Footage whicn is 
part of a Special Facility Improvement) ("W") . An algebraic 
representation of the calculation of the Special Facility 
Revenue Bond and Other Debt Service attributable to the 
Existing Footage portion of Exclusive Use Premises which are 
part of a Special Facility Improvement is as follows: 

S - (S x T x V) 

U W 

(c) Debt Service attributable to the refinancing, 
refunding or redemption of any General Airport Revenue Bonds, 
Junior Lien Obligations, Special Facility Revenue Bonds or 
other obligations shall be allocated among the CRCs (and within 
a CRC) to reflect the actual expenditures made out of the 
proceeds of such refinanced, refunded or redeemed bonds or 
other obligations. 

(d) Debt Service attributable to the refinancing, 
refunding or redemption of any 1959 Bonds shall be allocated 
equally between the Terminal Area and the Airfield Area. All 
of such Debt Service allocated to the Terminal Area snail be 
allocated to Type A Public Use Premises. 

(e) As part of the Final Audit, the Independent 
Accountant shall review the records of City for the purpose of 
determining compliance with the allocation requirements of this 
Section 6.01. 

Section 6.02 - Operation and Maintenance Expenses; Non-Use 
Agreement Revenues; Investment Income 

(a) City shall maintain accurate records allocating 
O&M Expenses and Non-Use Agreement Revenues for each Fiscal 
Year in accordance with Exhibit L attached hereto; provided, 
however, that all O&M Expenses described in Section 1.01(67) (h) 
and (n) shall be allocated to the Airfield Area. As part of 
the Final Audit, the Independent Accountant shall review tne 
records of City for the purpose of determining compliance with 
the allocation requirements set forth in Exhibit L attached 
hereto. 



- 50 - 



(b) Investment Income, for each Fiscal Year, shall De 
allocated among the CRCs, and within tne Terminal Area, on the 
same basis and in the same proportion as Debt Service, for such 
Fiscal Year, is allocated among the CRCs, and within the 
Terminal Area. 

Section 6.03 - Airport Development Fund, Emergency Reserve Fund 
and Special Capital Projects Fund Payment Requirements 

(a) The Airport Development Fund and Emergency 
Reserve Fund payment requirements calculated pursuant to 
Sections 10.02 and 11.02, respectively, shall be allocated 
between the Terminal Area and the Airfield Area in the same 
ratio as (i) the sum of Terminal Area Rentals and Terminal Area 
Use Charges for all Airline Parties for the preceding Fiscal 
Year bears to (ii) Landing Fees for all Airline Parties for the 
preceding Fiscal Year. 

(b) Any Special Capital Projects Fund payment 
requirements approved by a Majority-in- Interest shall be 
allocated to the Terminal Area or the Airfield Area as approved 
by a Majority-in-Interest. 

Section 6.04 - Allocation of Terminal Support Area Net Deficit 
or Net Revenues 

Terminal Support Area Net Deficit or Net Revenues for 
any Fiscal Year, calculated in accordance with Section 12.01, 
shall be allocated between the Terminal Area and the 
International Terminal Area in the same ratio as (i) the number 
of Enplaned Passengers of the Terminal Area for such Fiscal 
Year bears to (ii) the number of Enplaned Passengers of the 
International Terminal Area for such Fiscal Year. 

Section 6.05 - Allocation of International Terminal Area Net 
Deficit or Net Revenues 

International 'Terminal Area Net Deficit or Net 
Revenues for any Fiscal Year, calculated in accordance with 
Section 14.02, shall be allocated to the Airfield Area. 



- 51 - 



ARTICLE VII 

PAYMENT OF LANDING FEES, TERMINAL AREA USE CHARGES 
AND FUELING SYSTEM FEES 

Section 7.01 - Information on Airline Operations 

Not earlier than one hundred twenty (120) days nor 
later than one hundred (100) days prior to the end of each 
Fiscal Year, Airline shall furnish City with an estimate of (a) 
the total Approved Maximum Landing Weight of all aircraft to be 
landed at the Airport by Airline during the next ensuing Fiscal 
Year, (b) the total number of Enplaned Passengers of Airline at 
the Airport for the next ensuing Fiscal Year, and (c) the total 
number of gallons of aviation fuel to be distributed from the 
Fueling System to Airline during the next ensuing Fiscal 
Year. 

Section 7.02 - Preliminary Projection of Landing Fee Rate, 
Terminal Area Use Charges and Fueling System Fees 

Not later than seventy (70) days prior to the end of 
each Fiscal Year, City shall furnish Airline with a projection 
for the next ensuing Fiscal Year of (a) the Landing Fee Rate, 
(b) Airline's Terminal Area Use Charges and (c) Airline's 
Fueling System Fees. Unless City reasonably believes the 
information submitted to City pursuant to Section 7.01 to be 
unreasonable or inaccurate, the projection (the "Preliminary 
Projection of Fees and Charges") shall incorporate such 
information, and shall present, for the Airport in its entirety 
and for each CRC, the latest available data on current 
operations of the Airport, a pro forma projection for the 
entire current Fiscal Year, and an estimate of each of the 
following items for the next-ensuing Fiscal Year: 

(i) Debt Service (indicating Capital Projects which 
require approval of a Major ity-in-Interest 
pursuant'to Section 8.05); 
(ii) Operation and Maintenance Expenses; 
(iii) Non-Use Agreement Revenues; 
(iv) Investment Income; 
(v) The Airport Development Fund payment 
requirements; 
(vi) The Emergency Reserve Fund payment requirements; 
(vii) The Special Capital Projects Fund payment 
requirements; 
(viii) The Operation and Maintenance Reserve Fund 
payment requirements; and 
(ix) Any changes in the number of square feet of any 
Airline Party's Exclusive Use Premises and 
Additional Footage. 



- 52 - 



Airline may submit written comments on the Preliminary 
Projection of Fees and Charges to the Commissioner within 
thirty (30) days following receipt thereof by Airline. City 
shall give due consideration to any comments submitted in a 
timely manner by Airline. City shall, when requested by a 
Majority-in-Interest, convene a meeting with Airline Parties to 
discuss O&M Expenses relating to the operation of any Ground 
Transportation System. 

Section 7.03 - Projection of Landing Fee Rate, Terminal Area 
Use Charges and Fueling System Fees 

Not later than thirty (30) days prior to the end of 
each Fiscal Year, City shall furnish Airline with a Projection 
of Fees and Charges, consisting of the Preliminary Projection 
of Fees and Charges revised as appropriate to reflect comments 
submitted to City by Airline Parties (the "Projection of Fees 
and Charges") . The Projection of Fees and Charges shall be the 
basis for computing Airline's Landing Fees, Terminal Area Use 
Charges and Fueling System Fees for the next ensuing Fiscal 
Year unless and until revised pursuant to Section 7.06. In no 
event shall the projection of Landing Fees, Terminal Area Use 
Charges or Fueling System Fees of any Airline Party be less 
than zero; provided, however, that if the computations 
contemplated hereunder produce negative amounts, such amounts 
shall be reflected in the Final Audit. 

Section 7.04 - No Effect on Capital Project Approval Process 

To the extent that either the Preliminary Projection 
of Fees and Charges or the Projection of Fees and Charges 
includes Debt Service for Capital Projects with respect to 
which City is required to give notice or obtain approval 
pursuant to Article VIII, (a) the inclusion of such Debt 
Service by City shall not be deemed to be such notice or a 
request for such approval, and (b) Airline's comments or lack 
of comments on the Preliminary Projection of Fees and Charges 
or the payment by Airline of Airport Fees and Charges in 
accordance with the Projection of Fees and Charges shall not oe 
deemed to be evidence of such approval or disapproval thereof. 

Section 7.05 - Payment of Terminal Area Rentals, Terminal Area 
Use Charges, Landing Fees and Fueling System Fees 

Beginning with the later of the Effective Date and the 
date on which this Agreement is executed and delivered with 
respect to Airline's Phase I Exclusive Use Premises, and 
beginning with the Date of Beneficial Occupancy with respect to 



- 53 - 



Airline's Phase II (or Phase III, if applicable) Exclusive Use 
Premises: 

(a) Not later than the tenth (10th) day of each month 
of each Fiscal Year, City shall furnish Airline with an invoice 
setting forth the amount of Airline's Terminal Area Rental and 
Terminal Area Use Charge for the next ensuing month. Not later 
than the first (1st) day of such next ensuing month, Airline 
shall pay City an amount equal to Airline's total Terminal Area 
Rental and Terminal Area Use Charge for such month. 

(b) Not later than the tenth (10th) day of each month 
of each Fiscal Year, Airline shall furnish City with a state- 
ment, signed by an authorized representative of Airline, 
certifying the actual number of Airline's Fee Landings, by 
type, model and weight of aircraft, during the preceding 
"month. City shall forthwith furnish Airline with an invoice 
setting forth the amount of Landing Fees payable by Airline for 
such preceding month, calculated by multiplying the total 
Approved Maximum Landing Weight for aircraft landed by Airline 
in Fee Landings at the Airport during such preceding month by 
the Landing Fee Rate for such preceding month. Within thirty 
(30) days after the date of such invoice, Airline shall pay to 
City the amount of Landing Fees set forth therein. 

(c) Not later than the tenth (10th) day of each month 
of each Fiscal Year, Airline or the "Operator" as designated in 
the Fueling System Lease on Airline's behalf shall furnish City 
with a statement, signed by an authorized representative of 
Airline or the "Operator" as designated in the Fueling System 
Lease, certifying the actual number of gallons of aviation fuel 
distributed from the Fueling System to Airline during the 
preceding month, together with payment of Airline's Fueling 
System Fees for such preceding month, calculated by multiplying 
the total number of gallons of aviation fuel distributed from 
the Fueling System to Airline during such preceding month by 
the Fueling System Fee Rate for such preceding month. 

Section 7.06 - Mid- Year Adjustment of Landing Fee Rate, 
Terminal Area Use Charges and Fueling System Fees 

Not later than the one hundred ninetieth (190th) day 
of each Fiscal Year, City shall furnish Airline with a revised 
Projection of Fees and Charges (the "Mid-Year Projection") , 
which shall reflect the most recently available information with 
regard to the amounts actually incurred or realized during such 
Fiscal Year for each of the items listed in Section 7.02, 



- 54 - 



together with the most recently available information with 
regard to Landing Fees, Terminal Area Use Charges and Fueling 
System Fees actually received by City with respect to the 
Airport. If the Mid-Year Projection forecasts that payments of 
Terminal Area Use Charges, Landing Fees and Fueling System Fees 
by Airline Parties at the then-existing rates would result in 
an overpayment or underpayment of five percent (5%) or more of 
the amount required hereunder to be generated by City through 
Terminal Area Use Charges, Landing Fees and Fueling System Fees 
during such Fiscal Year, City shall adjust the remaining monthly 
Terminal Area Use Charges, the Landing Fee Rate and Fueling 
System Fees for such Fiscal Year to conform to the Mid-Year 
Projection. In no event shall either Terminal Area Use 
Charges, Landing Fees or Fueling System Fees of any Airline 
Party, as so adjusted, be less than zero; provided, however, 
that if the computations contemplated hereunder produce 
negative amounts, such amounts shall be reflected in the Final 
Audit. 

Section 7.07 - Final Audit 

Within six (6) months after the close of each Fiscal 
Year, City shall furnish Airline with a copy of an annual audit 
report, prepared in accordance with generally accepted account- 
ing principles and certified by an Independent Accountant, 
covering the operation of the Airport for such preceding Fiscal 
Year. The Final Audit shall contain a calculation based on 
actual data, in accordance with the provisions of Article V, of 
Terminal Area Use Charges, Landing Fees and Fueling System Fees 
chargeable to each Airline Party for the preceding Fiscal Year, 
and shall set forth Terminal Area Use Charges, Landing Fees and 
Fueling System Fees actually paid by Airline for such period. 
If Terminal Area Use Charges, Landing Fees or Fueling System 
Fees actually paid by Airline were greater than the respective 
amounts chargeable to Airline, Airline shall receive credits in 
the amount of such overpayment against the next ensuing payment 
of Terminal Area Use Charges, Landing Fees, or Fueling System 
Fees, as the case may be, or, if necessary, against the next 
ensuing payments thereof, until Airline has received the full 
amount of such credits; provided, however, that if the amount 
of such overpayment exceeds one hundred fifty percent (150%) of 
Terminal Area Use Charges, Landing Fees or Fueling System Fees, 
as the case may be, estimated to be paid by Airline in the next 
ensuing month, then such excess shall be refunded in cash by 
City. If Terminal Area Use Charges, Landing Fees or Fueling 
System Fees paid by Airline were less than the respective 
amounts chargeable to Airline, Airline shall pay to City the 
amount of any such deficiency along with its next payment of 



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Terminal Area Use Charges, Landing Fees or Fueling System Fees, 
as the case may be. 

Section 7.08 - Place of Payments; Late Payments 

All amounts payable by Airline hereunder shall be paid 
to City at the Office of City's Comptroller, or at such other 
place as City's Comptroller shall designate. Any amount which 
is not paid when due shall bear interest at a rate four percent 
(4%) higher than the then-current- prime rate for commercial 
customers established by the largest commercial bank in 
Chicago, determined on the basis of total assets. 

Section 7.09 - Right to Contest 

The payment by Airline to City, and the acceptance by 
City from Airline, of any amount hereunder shall not preclude 
either Airline or City from questioning, within a period of six 
(6) months from the date of receipt by Airline of the Final 
Audit, 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; provided, however', 
that neither City nor Airline shall be limited by such 6-month 
period in the event that the other party shall have attempted 
to defraud or shall have defrauded the party seeking to 
question the accuracy of such statement or make such claim. 

Section 7.10 - Creation of Certain Funds 

(a) Immediately after the Effective Date, City shall 
create the following funds: 

(i) the Airport Fund; 

(ii) the Operation and Maintenance Fund; 

(iii) the'Special Capital Projects Fund; 

(iv) the Operation and Maintenance Reserve Fund; 

(v) the Maintenance Reserve Fund; 

(vi) the Airport Development Fund; and 

(vii) the Emergency Reserve Fund. 

Such funds constitute all of the funds required to be created 
under this Agreement. In addition, City may create other funds 
for the purpose of segregating moneys to pay Debt Service when 
the pledge of Revenues under the General Airport Revenue Bond 
Ordinance is not in effect. All moneys and securities held in 



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the funds listed above shall be held by City separate and apart 
from all other funds of City and shall be applied and withdrawn 
only as set forth in this Section 7.10, except with respect to 
the Airport Development Fund and the Emergency Reserve Fund, 
which are governed by Articles X and XI, respectively. 

(b) At any time when the pledge of Revenues under the 
General Airport Revenue Bond Ordinance is not in effect, all 
Revenues collected by City shall be promptly deposited into the 
Airport Fund. At such time as the pledge of Revenues under the 
General Airport Revenue Bond Ordinance becomes effective, City 
shall transfer any amounts in the Airport Fund to the Trustee 
to be deposited into the Revenue Fund. While the pledge of 
Revenues under the General Airport Revenue Bond Ordinance 
remains effective, City shall transfer all Revenues to the 
Trustee to be deposited into the Revenue Fund, to De applied by 
the Trustee in accordance with the General Airport Revenue Bond 
Ordinance. At such time as the pledge of Revenues under the 
General Airport Revenue Bond Ordinance is no longer in effect, 
any amounts in the Revenue Fund shall be transferred oy the 
Trustee to City for deposit in the Airport Fund. Any amounts 
deposited in the Airport Fund at any time shall be disbursed 
and applied by City as required to make the following deposits 
on the following dates and in the following amounts with 
respect to each Fiscal Year: 

(i) On the first business day immediately preceding 
the tenth (10th day) of each month, City snail 
make the following deposits in the manner and 
order of priority set forth below: 

First : City shall deposit into the 
Operation and Maintenance Fund an amount equal to 
one-twelfth (1/12) of the amount provided in the 
Projections of Fees and Charges prepared pursuant 
to Section 7.03 for Operation and Maintenance 
Expenses (excluding O&M Expenses of the Land 
Support Area and excluding required deposits into 
the Maintenance Reserve Fund and the Operation 
and Maintenance Reserve Fund) for such Fiscal 
Year; provided, however, that if the Mid-Year 
Projection prepared in accordance with Section 
7.06 contains an adjustment of Operation and 
Maintenance Expenses (excluding O&M Expenses of 
the Land Support Area and deposits into the 
Operation and Maintenance Reserve Fund and the 
Maintenance Reserve Fund) for such Fiscal Year, 
the amount required to be deposited in the 



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Operation and Maintenance Fund each month of the 
second half of such Fiscal Year shall be 
increased or decreased as appropriate by an 
amount equal to one-sixth of the amount of such 
adjustment. 

Second ; City shall next deposit into the 
Special Capital Projects Fund the amount, if any, 
approved by a Major ity-in-Interest to be 
deposited at such time into the Special Capital 
Projects Fund. 

(ii) On the first business day immediately preceding 
the first (1st) and one hundred eighty-second 
(182nd) day of such Fiscal Year, City shall make 
the following deposits in the manner and order of 
priority set forth below: 

First ; City shall deposit into the 
Operation and Maintenance Reserve Fund an amount 
equal to one-half (1/2) of the "O&M Reserve Fund 
deposit requirement", as below defined, for such 
Fiscal Year. The "O&M Reserve Fund deposit 
requirement" for any Fiscal Year shall mean the 
amount necessary to increase the amount on 
deposit therein (including amounts receivable 
from the Operation and Maintenance Fund) to an 
amount equal to one-fourth (1/4) of the amount 
provided in the Projection of Fees and Charges, 
as adjusted from time to time, for Operation and 
Maintenance Expenses (excluding O&M Expenses of 
the Land Support Area and deposits for the 
Maintenance Reserve Fund and the Operation and 
Maintenance Reserve Fund) for such Fiscal Year; 
provided, however, that if the Mid- Year 
Projection prepared in accordance with Section 
7.06 contains an adjustment of Operation and 
Maintenance Expenses (excluding O&M Expenses of 
the Land Support Area and deposits into the 
Operation and Maintenance Reserve Fund and the 
Maintenance Reserve Fund) , then the amount 
required to be deposited on the one hundred 
eighty-second (182nd) day of such Fiscal Year 
shall be increased or decreased as appropriate by 
an amount equal to such adjustment. 

Second : City shall next deposit into the 
Maintenance Reserve Fund an amount equal to the 



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lesser of (A) $1,500,000 and (B) the amount, if 
any, required to bring the deposit therein to 
$3,000,000. 

Third : City shall next deposit into the 
Emergency Reserve Fund an amount equal to 
one-half (1/2) of the Emergency Reserve Fund 
payment requirement, as defined in Section 11.02, 
for such Fiscal Year. 

Fourth ; City shall next deposit into the 
Airport Development Fund an amount equal to 
one-half (1/2) of the Airport Development Fund 
payment requirement, as defined in Section 10.02, 
for such Fiscal Year, plus one-half (1/2) of the 
amount, if any, to be deposited by City into the 
Airport Fund for such Fiscal Year for deposit 
into the Airport Development Fund pursuant to 
Section 13.03. 

(c) If at any time when deposits are required to be 
made to any funds pursuant to this Section 7.10, moneys held in 
the Airport Fund are insufficient to make any such required 
deposit, the deposit shall be made on the next applicable 
deposit date after required deposits into all other funds of 
higher priority are made in full. 

(d) The moneys on deposit in the funds described in 
this Section 7.10 shall be used for the following purposes: 

(i) Any balance in the Airport Fund after the 

deposits and transfers set forth herein shall 
remain in the Airport Fund and shall be available 
only (1) to meet deficiencies arising in any of 
the funds in the order of their priority, (2) to 
make future deposits and transfers required 
hereunder and (3) to make any payments to Airline 
Parties required under Sections 5.03(b), 5.06(c) 
and 7.07. 

(ii) The moneys in the Operation and Maintenance Fund 
shall be used by City only to pay Operation and 
Maintenance Expenses (excluding O&M Expenses of 
the Land Support Area and deposits into the 
Maintenance Reserve Fund and the Operation and 
Maintenance Reserve Fund); provided, however, 
that moneys in the Operation and Maintenance Funa 
shall also be used to repay loans from the 



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Operation and Maintenance Reserve Funa as soon as 
funds for such repayment are available therefor. 

(iii) The moneys in the Special Capital Projects Fund 
shall be used only as a source for Special 
Capital Project Expenditures approved by a 
Majority- in- Inter est. 

( iv) The moneys in the Operation and Maintenance 

Reserve Fund shall be used only to make loans to 
the Operation and Maintenance Fund whenever and 
to the extent moneys in the Operation and 
Maintenance Fund are insufficient to pay 
Operation and Maintenance Expenses (excluding O&M 
Expenses of the Land Support Area and deposits 
into the Maintenance Reserve Fund and the 
Operation and Maintenance Reserve Fund) . 

(v) The moneys in the Maintenance Reserve Fund shall 
be used only for paying the cost of extraordinary 
maintenance expenditures, such as costs incurred 
for major repairs, renewals and replacements at 
the Airport (excluding the Land Support Area) , 
whether caused by normal wear and tear or by 
unusual and extraordinary occurrences, including 
costs of painting, major repairs, renewals and 
replacements, damage caused by storms or other 
unusual causes. Any expenditure out of the 
Maintenance Reserve Fund shall be certified as an 
appropriate expenditure for one or more of the 
above-described purposes by an Independent 
Airport Consultant. 

(vi) The moneys in the Emergency Reserve Fund shall be 
used only for the purposes set forth in Section 
11.03. 

(vii) The moneys in the Airport Development Fund shall 
be used only for the purposes set forth in 
Section 10.04. 

(e) The moneys in the Emergency Reserve Fund and the 
Airport Development Fund shall be invested and any earnings or 
losses thereon shall be treated as set forth in Sections 11.04 
and 10.05, respectively. The moneys held in the other funds 
described in this Section 7.10 shall be invested in Qualified 
Investments at the direction of the Treasurer of City, and the 
interest thereon, and any profit arising on the sale thereof, 
shall be deposited into the Airport Fund. 



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(f) Qualified Investments purchased as an investment 
of moneys in any fund described in this Section 7.10 shall be 
deemed at all times to be a part of such fund. Qualified 
Investments so purchased shall be sold at the best price 
obtainable whenever it is necessary to do so in order to 
provide moneys to make any withdrawal or payment from such 
fund. For the purposes of any sucn investment, Qualified 
Investments shall be deemed to mature at the earliest date on 
which the obligor is, on demand, obligated to pay a fixed sum 
in discharge of the whole of such, Qualified Investments. 
Qualified Investments in which moneys held in any fund have 
been invested shall mature not later than the respective dates 
as estimated by City based on information provided by City, 
when the moneys held for the credit of any fund will be needed. 

(g) In computing the amount in any fund described in 
this Section 7.10, obligations maturing within the three (3) 
year period next succeeding the date of computation shall be 
valued at amortized value and obligations maturing more than_ 
three (3) years following the date of computation shall be 
valued at the lower of amortized value or market value. For 
purposes of this Agreement, amortized value means par, if the 
obligation was purchased at par, or, when used with respect to 
an obligation purchased at a premium above or a discount below 
par, means the value as of any given time obtained by dividing 
the total premium or discount at which such obligation was 
purchased by the number of interest payments remaining on such 
obligation after such purchase and deducting the amount thus 
calculated from the purchase price in the case of an obligation 
purchased at a premium or adding the amount thus calculated to 
the purchase price in the case of an obligation purchased at a 
discount. Valuation shall be made on each January 1 and 

July 1, and* on any particular date shall not include the amount 
of interest then earned or accrued to such date on any deposit 
or investment. 



ARTICLE VIII 

APPROVAL OF CAPITAL EXPENDITURES; 
APPROVAL OF ISSUANCE OF OBLIGATIONS 

Section 8.01 - Capital Expenditures for Which No Approval 
Required 

Provided that the notice required by Section 8.03 has 
been given to Airline: 



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(a) City may make or authorize to be made Capital 
Expenditures (and, with respect to item (ii) below, expenditures 
for improvements at airports other than the Airport in 
accordance with Section 10.04, and with respect to item (vi) 
below, expenditures to fund all related costs of issuance and 
associated financing costs, including, but not limited to, costs 
of capitalized interest, debt service coverage requirements, 
credit facility fees and required deposits into any debt service 
reserve fund or other fund established in the ordinance or 
resolution authorizing such obligations and required deposits 
into the Operation and Maintenance Reserve Fund) from the 
following sources without approval of Airline or a 

Major ity-in-Interest: (i) amounts in the Maintenance Reserve 
Fund; (ii) amounts in the Airport Development Fund; (iii) 
proceeds of Government Grants-in-Aid (excluding any 
City-sponsor matching share) ; (iv) proceeds of any passenger 
facility charge or similar tax levied by or on behalf of City; 
(v) proceeds of insurance or any condemnation award with 
respect to any assets or property at the Airport, to the extent 
such proceeds are not deemed revenues in accordance with 
generally accepted accounting principles and are expended to 
replace that which was destroyed or taken; and (vi) proceeds of 
obligations issued by City pursuant to Section 8.02. 

(b) In addition, City may make or authorize to be 
made Capital Expenditures for Capital Projects consisting of 
Exclusive Use Premises which are improvements to, or expansions 
or extensions of, Exclusive Use Premises in Terminal Buildings 
Nos. 1, 2, 3 and 3-Expansion, without approval of Airline or a 
Majority- in-Interest so long as City obtains a written 
agreement from one or more Airline Parties to (i) occupy such 
Exclusive Use Premises for the remaining term of its or their 
Airport Use Agreements, (ii) provide the financing therefor 
from a source other than General Airport Revenue Bonds or 
Junior Lien Obligations and pay all principal and interest 
thereon, (iii) pay all costs related to such Capital Projects 
which are not completed, including any architectural or 
engineering fees, and (iv) amend its or their Airport Use 
Agreements to increase such Airline Party's or Parties' 
Existing Footage and Exclusive Use Premises by an amount equal 
to the square footage of any such expansion to such Exclusive 
Use Premises. 

(c) City may make or authorize to be made any other 
Capital Expenditures for Capital Projects without approval of 
Airline or a Majority- in-Interest so long as Airline will not 
be obligated to pay any costs thereof or therefor, including 
any payments in the event of a default by the primary obligor. 



- 62 - 



Section 8.02 - Issuance of Obligations for Which No Approval 
Required 

(a) Provided that the notice required by Section 8.04 
has been given to Airline, City may issue obligations for any 
one or more of the following purposes, and to fund all related 
costs of issuance and associated financing costs, including but 
not limited to, costs of capitalized interest, debt service 
coverage requirements, credit facility fees and required 
deposits into any debt service reserve fund or other fund 
established in the ordinance or resolution authorizing such 
obligations, and include the Debt Service thereon in the 
calculation of Airport Fees and Charges, in accordance witn the 
provisions of Articles V and VI, without approval of Airline or 
a Majority-in-Interest: (i) to fund (1) the cost of designing, 
constructing and equipping Priority I Capital Projects, (2) the 
Airline-Funded Cost of designing, constructing and equipping 
Priority II Capital Projects, subject to the provisions of 
Section 9.07, (3) the cost of designing, constructing and 
equipping Capital Projects of the Fueling System, and (4) the 
cost of designing, constructing and equipping Capital Projects 
necessary to comply with any valid rule, regulation or order of 
any Federal or state agency; (ii) to fund the cost of tenant 
improvements pursuant to Section 9.12, or the cost of 
relocation expenses pursuant to Section 9.13; (iii) to fund 
insurance or condemnation award deficiencies pursuant to 
Section 19.04(d) or 19.05; (iv) to redeem the 1959 Bonds; (v) 
to refinance, on a long-term, permanent basis, obligations 
which were issued originally to finance, on a short-term, 
interim basis, the cost of funding required deposits described 
in subsection (viii) below, the cost of designing, constructing 
and equipping Capital Projects descrioed in subsection (i) 
above, or the cost of tenant improvements and relocation costs 
described in subsection (ii) above, or, to the extent necessary 
from time to time to prevent a default thereon, to renew sucn 
short-term interim obligations with other short-term 
obligations; (vi) to refund or refinance Special Facility 
Revenue Bonds (1) pursuant to and only at the times required by 
the Special Facility Use Agreement dated as of August 1, 1982 
by and between City and Delta Air Lines, Inc., or (2) pursuant 
to and only at the times required by any agreements entered 
into by and between City and any Airline Party pursuant to 
Section 9.14; (vii) to fund other capitalized costs of 
implementing the provisions of this Agreement, such as the 
costs of designing, creating and implementing accounting and 
cost management systems, and program and construction 
management costs and expenses; and (viii) to fund required 
deposits into the Operation and Maintenance Reserve Fund. The 



- 63 - 



use of the proceeds of General Airport Revenue Bonds in the 
manner set forth in that certain Escrow Deposit Agreement, 
dated as of April 1, 1983, by and among City, Delta Air Lines, 
Inc. and Continental Illinois National Bank and Trust Company 
of Chicago, shall be deemed to constitute a refunding of 
Special Facility Revenue Bonds "pursuant to . . . the Special 
Facility Use Agreement dated as of August 1, 1982 by and 
between the City and Delta Air Lines, Inc." within the meaning 
of this Section. 

« 

(b) It is the intent of City and Airline that 
obligations issued by City pursuant to this Section 8.02 will 
be issued at such times and on such terms as will result, for 
all such obligations in the aggregate, in the lowest annual 
Debt Service reasonably obtainable. Nevertheless, the terms 
and conditions of obligations issued by City pursuant to this 
Section 8.02 shall be determined by City in its sole 
discretion, including, but not limited to, the amount, term, 
redemption provisions and interest rate or rates of such 
obligations, subject to the following limitations, any or all 
of which may be waived by a Majority-in-Interest: 

(i) City shall, to the extent permitted by law, 
cause interest on each issue or series of obligations 
issued pursuant to subsection (a) of this Section' 8.02 
to finance or refinance a Capital Project to be 
capitalized to and including a date not less than six 
(6) months beyond the estimated date of completion of 
construction of such Capital Project. 

(ii) Each issue or series of obligations issued 
pursuant to subsection (a) of this Section 8.02 by 
City (other than obligations issued to finance, on a 
short-term, interim basis, the cost of designing, 
constructing and equipping Capital Projects, or the 
cost of funding required deposits into the Operation 
and Maintenance Reserve Fund, and obligations issued 
to renew such-obligations) shall be issued pursuant to 
the General Airport Revenue Bond Ordinance or a 
Special Facility Financing Arrangement and shall 
mature over a period of not less than fifteen (15) 
years and shall provide for approximately level annual 
payments of principal and interest. 

(iii) In the event obligations are issued by City 
pursuant to subsection (a) of this Section 8.02 to 
finance the cost of designing, constructing and 
equipping Capital Projects on a short-term, interim, 
basis, the following shall apply: 



- 64 - 






(1) City shall permanently finance, pursuant to the 
requirements of subsection (ii) above, the cost 
of designing, constructing and equipping each 
such Capital Project or component thereof on or 
prior to the issuance of the Cost Allocation 
Certificate for such Capital Project or 
component thereof pursuant to Section 9.04(h); 

(2) Any letter of credit or other credit facility 
arrangement provided to secure such interim 
obligations, or any renewal obligations, (A) 
shall be provided by a domestic banking 
institution, (B) shall not affect any rights or 
obligations of City or Airline under this 
Agreement or have the effect of causing Debt 
Service included in the calculations of Terminal 
Area Use Charges and Landing Fees to exceed Debt 
Service calculated in accordance with subsection 
'3) below, and (C) shall not impose any 
covenants, restrictions or requirements on City 
regarding the ownership or operation of the 
Airport other than those imposed by the General 
Airport Revenue Bond Ordinance; and 

(3) For the purpose of determining Debt Service on 
any such interim obligations, or on any 
obligation of City to repay advances under any 
such letter of credit or other credit facility 
arrangement, to be included in the calculation 
of Terminal Area Use Charges and Landing Fees 
under this Agreement, Debt Service shall be the 
lesser of (A) the actual Debt Service on such 
obligations and (B) the Debt Service which would 
have resulted if the same principal amount of 
obligations had been structured to mature on a 
level debt service basis over a ten (10) year 
period from the date of issuance of such interim 
obligations or from the date of incurrence of 
the obligation of City under such letter of 
credit or other credit facility arrangement, as 
the case may be, or the remaining term of this 
Agreement, whichever; is shorter, with interest 
on such obligations assumed to be payable at a 
rate equal to the rate specified in the "Revenue 
Bond Index" published in The Bond Buyer , or 
successor index, and in effect on the date of 
sale of such interim obligations or on the date 
such letter of credit is issued or such other 



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- 65 - 



credit facility arrangement is entered into, as 
the case may be. 

(iv) Except in accordance with Section 
8.02(a) (iv) , (v) and (vi) , City shall not issue any 
obligations to refund or refinance any obligations 
issued pursuant to subsection (a) of this Section 8.02 

(v) City shall not issue any obligations 
pursuant to subsection (a) of this Section 8.02 which 
(1) provide for the establishment of a debt service 
reserve fund in excess of maximum annual debt service 
(principal and interest) with respect to such 
obligations, excluding in the case of obligations 
having maturity of five years or less the principal 
amount of such obligations, or (2) establish debt 
service coverage requirements with respect to such 
obligations in excess of 1.25 times the annual debt 
service for any Fiscal Year on such obligations, 
calculated by treating as available net revenues for 
debt service coverage purposes any balance remaining 
after all fund deposits required for the previous 
Fiscal Year under the ordinance or resolution 
authorizing such obligations have been made. In 
addition, the ordinance or resolution authorizing- the 
issuance of any obligations pursuant to subsection (a) 
of this Section 8.02 (1) shall not create any funds 
other than funds which serve the same function and 
have deposit requirements determined in the same 
manner as the Debt Service Fund, the Debt Service 
Reserve Fund, the Junior Lien Obligation Debt Service 
Fund and the Construction Fund, (2) shall not provide 
for acceleration of payment of the principal amounts 
of such obligation, (3) shall provide for the funding 
of any debt service reserve fund for Junior Lien 
Obligations from the proceeds of the sale of such 
Junior Lien Obligations and (4) shall provide that any 
interest accruing on, and any profit realized from the 
investment of moneys in any debt service reserve fund 
established thereunder shall be deposited into the 
Revenue Fund. 

(vi) City shall not amend the General Airport 
Revenue Bond Ordinance in any way that would change 
the debt service coverage requirements or the fund 
deposit requirements, as set forth in Exhibit I 
attached hereto; provided, however, that this 
provision shall not preclude increases in the amounts 



- 66 - 



payable pursuant to such requirements where such 
increases result solely from the application of such 
requirements resulting from the issuance of General 
Airport Revenue Bonds or Junior Lien Obligations in 
accordance with this Article VIII on or after the date 
on which the pledge of Revenues under the General 
Airport Revenue Bond Ordinance becomes effective. 

(vii) No ordinance or resolution authorizing the 
issuance of obligations pursuant to subsection (a) of 
this Section 8.02 shall materially conflict with any 
provision of this Agreement. 

(viii) In the event obligations are issued by City 
pursuant to subsection (a) of this Section 8.02 to 
finance the cost of funding required deposits into the 
Operation and Maintenance Reserve Fund on a 
short-term, interim, basis, the following shall apply: 

(1) Any such obligation shall bear interest at a 
rate not in excess of the average of the then 
current prime interest rates of the three 
largest domestic banking institutions 
headquartered in Chicago; and 

(2) City shall permanently finance, as soon as 
reasonably feasible, pursuant to the 
requirements of subsection (ii) above, the cost 
of funding such required deposits into the 
Operation and Maintenance Reserve Fund out of 
the proceeds of subsequent issues of General 
Airport Revenue Bonds. 

Section 8.03 - Notice of Capital Expenditures For Which No 
Approval Required 

At least thirty (30) days prior to making any Capital 
Expenditure (or other permitted expenditure) , except Capital 
Expenditures for Capital Projects of the Fueling System, 
described in Section 8.01, City shall give written notice 
thereof to Airline. Such notice shall include an estimate of 
(a) the cost of the Capital Project, (b) the Operation and 
Maintenance Expenses resulting therefrom, (c) the sources and 
uses of funds, (d) the construction schedules, description, and 
justification for any such Capital Project, and (e) the 
projected impact on Airport Fees and Charges, all in sufficient 
detail to enable the Airline to make informed comments 
thereon. Airline may submit to City written comments on such 



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- 67 - 



Capital Project within twenty (20) days following receipt by 
Airline of such notice. City shall give due consideration to 
any such comments filed in a timely manner by Airline. Upon 
timely request by a Majority-in- Interest , City shall convene a 
meeting of Airline Parties and City to discuss such Capital 
Project. 

Section 8.04 - Notice of Issuance of Obligations for Which No 
Approval Required 

(a) At least thirty (30) days prior to the issuance 
of any obligations issued pursuant to Section 8.02 after the 
Effective Date, except the issuance of obligations issued to 
fund the cost of designing, constructing and equipping Capital 
Projects of the Fueling System, City shall give written notice 
of such financing to Airline. Such notice shall provide (i) in 
the case of a Capital Project to be financed, an estimate of 
(1) the cost of such Capital Project, (2) the construction 
schedules, description and justification for such Capital 
Project, and (3) the Operation and Maintenance Expenses 
resulting from such Capital Project; (ii) the terms of such 
financing and the estimated Debt Service payable as a result 
thereof; (iii) the proposed allocation of such Debt Service 
among and within the Cost-Revenue Centers; and (iv) the 
projected impact of such financing on Airport Fees and Charges, 
all in sufficient detail to enable the Airline to make informed 
comments thereon. 

(b) Airline may submit to City written comments on 
such financing within twenty (20) days following receipt of 
such notice by Airline, and City shall give due consideration 
to any such comments filed in a timely manner by Airline. Upon 
request of a Majority-in-Interest filed with City witnin such 
twenty (20) day period, City shall convene a meeting of Airline 
Parties to discuss the financing within ten (10) days of receipt 
of such request. If expressly requested at such meeting by a 
Majority-in-Interest, City shall delay the sale of such ooliga- 
tions until a date requested by such Majority-in-Interest, 
which date shall be not less than twenty (20) nor more than 
forty (40) days following the date of such request. 

Section 8.05 - Capital Projects and Issuance of Obligations for 
Which Majority-in-Interest Approval is Required 

(a) Except as provided in this Article VIII, City 
shall not make any Capital Expenditures for any Capital 
Project, except for preliminary planning and conceptual design 
work, or issue any obligations to finance the cost thereof, 



- 68 - 



unless and until such Capital Project and the financing thereof 
has been approved by a Major ity-in-Interest . 

(b) Subject to the limitations contained in Article 
IX and except as provided in Section 8.01, City may, upon 
approval of a Majority-in-Interest, make any Capital Expenditure 
for a Capital Project, except for facilities for the exclusive 
use of any person or persons engaged in the Air Transportation 
Business, and may issue obligations giving rise to Debt Service 
to fund each such Capital Project. and include such Debt Service 
in the calculation of Airport Fees and Charges consistent with 
the terms of this Agreement. 

Section 8.06 - Method of Obtaining Approval 

In the event City is required to obtain approval for a 
Capital Project, or an issuance of obligations, pursuant to 
Section 8.05, at least forty-five (45) days before making any 
Capital Expenditure or issuing any such obligation, City shall 
submit a proposal in writing to all Airline Parties, which 
proposal shall include an estimate of (a) the cost of such 
Capital Project, (b) the Debt Service and Operation & 
Maintenance Expenses resulting therefrom, (c) the sources and 
uses of funds and the terms of any financing, (d) the 
construction schedules, descriptions, and justification for any 
such Capital Project, (e) the proposed allocation of any Debt 
Service among and within the Cost-Revenue Centers, and (f) the 
projected impact on Airport Fees and Charges, all in sufficient 
detail to enable the Airline Parties to make an informed 
judgment on the appropriateness of such Capital Project and 
financing. A Capital Project and financing shall be deemed to 
be approved if (i) a Majority-in-Interest approves it, or (ii) 
City is not notified in writing of Majority-in-Interest 
disapproval within thirty (30) days of the submission of such 
proposal by City. 

Section 8.07 - Issuance of Obligations by Persons Other Than 
City 

In the event that pursuant to the Special Facility Use 
Agreement by and between Delta Air Lines, Inc. and City, dated 
as of August 1, 1982, or an agreement between City and anotner 
Airline Party pursuant to Section 9.14, a person other than 
City issues obligations giving rise to Special Facility Revenue 
Bond and Other Debt Service, (a) the provisions of this Article 
VIII shall apply to the issuance of such obligations, and (b) 
such Airline Party shall provide City with all information 
necessary for City to comply with the notice requirements of 
this Article VIII. 



?s 



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ARTICLE IX 

AIRPORT DEVELOPMENT PLAN; CONSTRUCTION OF CAPITAL PROJECTS 

Section 9.01 - Approval of Airport Development Plan 

City and Airline each hereby approve the Airport 
Development Plan attached hereto as Exhibit B. Such approval 
includes, without limitation, approval of the following items 
set forth in Exhibit B attached hereto: (a) the Capital 
Projects described therein, (b) the project scope, descriptions 
and diagrams of such Capital Projects, (c) the allocation among 
Cost-Revenue Centers of such Capital Projects, (d) the 
Airline-Funded Cost of each such Capital Project, (e) the 
designation as a Priority I Capital Project or a Priority II 
Capital Project of certain Capital Projects, (f) the inclusion 
of certain Capital Projects in Category 1 or Category 2, and 
(g) the estimated commencement and completion dates for each 
such Capital Project. 

Section 9.02 - Governmental Approvals 

City shall promptly submit and diligently process to 
conclusion requests for all necessary governmental approvals 
for the Capital Projects described in the Airport Development 
Plan. The highest possible priority shall be given to 
obtaining necessary approvals for those Capital Projects 
described in the Airport Development Plan constituting the 
expanded domestic Terminal Structures (including Terminal 
Building No. 1 (including the associated satellite concourse 
building) and all concourse extensions) . 

Section 9.03 - Plans and Specifications; Terminal Structure 
Finish Standards 

(a) City shall, in due course, prepare detailed 
construction drawings, plans and specifications, and cost 
estimates for each Capital Project described in the Airport 
Development Plan, except Capital Projects of the Fueling 
System, and shall refine the descriptions and diagrams, and the 
estimated commencement and completion dates, for each such 
Capital Project; provided, however 1 , that any change in an 
estimated commencement or completion date shall be consistent 
with the provisions of Section 9.06(d) and Section 9.11; and 
provided further, that City shall not materially decrease the 
total square footage of any Capital Project in the Terminal 
Area. City shall provide Airline with copies of such detailed 
cost estimates, descriptions, diagrams and estimated 
commencement and completion dates. If the detailed cost 



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estimates for any Capital Project are greater than the 
Airline-Funded Cost therefor, City shall, consistent with its 
other agreements and obligations under this Article IX, give 
due consideration to any comments submitted by any Airline 
Party as to methods that may be employed to reduce such 
estimated costs. City shall design and construct the Capital 
Projects in accordance with design and construction standards 
which City shall establish for the purpose of ensuring a 
uniformity of quality for all facilities of similar nature and 
use at the Airport. 

(b) Except to the extent funded pursuant to Section 
8.01(b) or pursuant to Majority-in- Interest approval, City 
shall not materially increase the size, scope or square footage 
of any Priority I Capital Project, as shown in the Airport 
Development Plan. In addition, City shall not, without 
Majority-in-Interest approval, change the geographic location 
of, materially increase the ratio of Public Use Premises square 
footage to Exclusive Use Premises square footage of, or 
materially increase the ceiling height of, any Terminal 
Structure which is included in a Priority I Capital Project, 
all as shown in the Airport Development Plan. 

(c) Any additional cost resulting from (i) an 
improvement to a Terminal Structure, other than those 
improvements required to meet the Terminal Structure finish 
standards described in Exhibit Q attached hereto, or (ii) any 
moving sidewalks or other horizontal moving devices which are 
located in concourses, tunnels or other passageways directly 
serving passenger hold rooms associated with an Airline Party's 
Aircraft Parking Area, shall be deemed to be a tenant 
improvement for the Airline Party or Airline Parties occupying 
such premises, and funding of such additional cost with General 
Airport Revenue Bonds or Junior Lien Obligations shall be 
subject to the provisions of Section 9.12. 

Section 9.04 - Construction 

(a) All construction and equipping of Capital 
Projects described in the Airport Development Plan shall be 
done in a good and workmanlike manner. 

(b) Each contract for construction work in an amount 
in excess of $5,000,000 awarded by City or its agents after the 
Effective Date for a Capital Project described in the Airport 
Development Plan shall be publicly bid and awarded to the 
lowest responsible bidder who has the experience and resources 
required to perform the work described in such contract; 



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provided, however, that this requirement shall not apply if 
City determines in good faith that there is only one contractor 
with the resources and experience necessary to perform the 
work. City may delegate responsibilities for the designing, 
construction and equipping of Capital Projects; provided, 
however, that with respect to contracts awarded after the 
Effective Date, City shall retain the power and authority to, 
and shall, enforce all terms and provisions of all design and 
construction contracts. City shall diligently pursue all 
appropriate remedies against architects, engineers and 
contractors for defective design or work with respect to 
Capital Projects which are described in the Airport Development 
Plan or which are otherwise approved by a Majority-in-Interest. 

(c) City shall employ a construction manager to 
coordinate, supervise and inspect the construction of Capital 
Projects described in the Airport Development Plan. The 
construction manager shall prepare and maintain records of the 
progress of construction and shall make recommendations in 
connection with such construction. City and the construction 
manager shall use their best efforts (i) to cause all work to 
be accomplished in accordance with the plans and specifications 
and the estimated commencement and completion dates for each 
Capital Project, as described in the Airport Development Plan, 
and (ii) to coordinate the work so as to avoid change order's 
which increase costs and to reduce claims for extra work or 
extra compensation. 

(d) The compensation payable to the construction 
manager and for all design, architectural and engineering 
services shall be reasonable, and City shall use its best 
efforts to minimize such compensation. The capitalized costs 
of implementing the provisions of this Agreement described in 
Section 8.02(a) (vii) shall be reasonable and necessary. 

(e) Airline may appoint a design and construction 
representative ("Airline's Construction Representative") for 
any Capital Project described in the Airport Development Plan 
which will contain any Exclusive Use Premises of Airline. 
Airline's Construction Representative shall be knowledgeaole in 
construction matters of the nature involved in the construction 
of the Capital Project for which such appointment is made. 
Airline shall identify Airline's Construction Representative to 
City, and thereafter City shall afford Airline's Construction 
Representative full access to the work relating to the Capital 
Project for which Airline's Construction Representative is 
appointed. City shall permit Airline's Construction 
Representative to participate in the evaluation of design and 
construction alternatives for such projects. 



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(f) A Majority-in-Interest may appoint one or more 
persons to serve as a construction representative for all 
Airline Parties ("Airline Parties' Construction Representative") 
with respect to the construction and operational impact of all 
Capital Projects described in the Airport Development Plan. 

The Airline Parties' Construction Representative shall be 
knowledgeable in construction and operational matters involved 
in the Capital Projects. A Majority-in-Interest, acting through 
the Airlines 8 Representative, shall identify Airline Parties' 
Construction Representative to City. City shall thereafter 
afford the Airline Parties* Construction Representative full 
access to all construction work relating to Capital Projects. 
City shall permit the Airline Parties' Construction 
Representative to participate in the evaluation of design and 
construction alternatives. When potential adverse operational 
impact is determined by City and the Airline Parties' 
Construction Representative to be significant, design and 
construction alternatives, and estimated costs, will be 
evaluated by City and the Airline Parties' Construction 
Representative. City shall give due consideration to comments, 
suggestions and requests of the Airline Parties' Construction 
Representative regarding construction of Capital Projects and 
methods designed to reduce or eliminate adverse operational 
impact and costs. 

(g) City shall provide written notice to the Airline 
Parties' Construction Representative, and to the Airline's 
Construction Representative with respect to Capital Projects 
which will contain any Exclusive Use Premises of Airline, of 
all claims made by contractors for any extra compensation. The 
notice shall indicate the planned disposition of the claim. If 
the claim is to be allowed by City, City shall consult with tne 
Airline Parties and Airline, as appropriate, regarding the 
terms of settlement of the claim. City shall give due 
consideration to suggestions or comments of the Airline Parties 
and Airline regarding the terms of the settlement. 

(h) Within one hundred eighty (180) days after the 
completion of a Capital Project or component tnereof, City 
shall prepare, execute and deliver to the Airlines' 
Representative, and, in the case of a Capital Project or 
component thereof which includes any Exclusive Use Premises, to 
those Airline Parties which will occupy such premises, a cost 
allocation certificate (the "Cost Allocation Certificate") , 
setting forth in reasonable detail a breakdown of the costs of 
design, construction and equipping of such project or 
component, including an allocation of such costs among each of 
the following: 



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(i) the costs allocable to each CRC; and 

(ii) for such costs allocable to the 

Terminal Area, the costs allocable to 
(1) Exclusive Use Premises of all 
Airline Parties (excluding Exclusive 
Use Premises which are part of a Special 
Facility Improvement) , (2) any Exclusive 
Use Premises which are part of a Special 
Facility Improvement, (3) tenant 
improvements pursuant to Sections 9.12, 
(4) relocation costs incurred pursuant 
to Section 9.13, (5) Type A Public Use 
Premises, (6) Type B Public Use 
Premises, (7) those capitalized costs 
of implementing the provisions of this 
Agreement described in Section 
8.02(a) (vii) , (8) those Capital 
Projects enumerated in Section 5.05(b), 
and (9) the costs of funding or 
refinancing required deposits into the 
Operation and Maintenance Reserve Fund; 

and adding for each component a prorata portion of the costs 
incurred in connection with (A) the issuance of obligations- 
issued to fund the cost of such project or component prior to 
the date of completion, (B) the amounts withdrawn from any 
capitalized interest account and used to pay interest accruing 
on such obligations during the construction period, and (C) the 
amounts withdrawn from any capitalized interest account and 
used to pay interest accruing on such obligations following the 
completion of construction. Following the depletion of all 
amounts in any capitalized interest account held to pay 
interest on such obligations, City shall amend the Cost 
Allocation Certificate as necessary to reflect any amounts 
withdrawn from such capitalized interest account and used to 
pay interest on such obligations subsequent to the initial 
preparation, execution-and delivery of the Cost Allocation 
Certificate. In addition, City shall amend the Cost Allocation 
Certificate to give effect to the application to such Capital 
Project or component thereof of the proceeds of any obligations 
issued to fund such project or component after the preparation, 
execution and delivery of the Cost Allocation Certificate as 
theretofore amended. 



- 74 - 



Section 9.05 - Airline Cooperation 

(a) Airline shall use its best efforts to take such 
action as may be reasonably requested of it by City, consistent 
with this Agreement and any other agreements in effect at such 
time between City and Airline, to enable City to implement the 
Airport Development Plan in a timely and cost-effective 
manner. Airline shall take no action which unreasonably 
impedes or hinders City from such implementation. 

(b) Without limiting the foregoing, Airline shall 
cooperate with City and shall use its best efforts to take such 
action as is reasonably requested of it by City in support of 
City's efforts to (i) seek necessary governmental approvals for 
the Capital Projects described in the Airport Development Plan, 
and (ii) seek amendment of the Federal Aviation Regulations (14 
CFR Subpart K: High Density Traffic Airports, Section 93.121 
et seq.) to eliminate the maximum airport high density rule at 
the Airport. Airline shall not take any action which impedes 
or hinders such City efforts. 

Section 9.06 - Priorities 

(a) The Airport Development Plan designates certain 
Capital Projects as either Priority I Capital Projects or 
Priority II Capital Projects. 

(b) So long as City has the power and right, in 
accordance with all applicable laws, ordinances, rules, 
regulations, and orders (other than those of City) , to issue 
General Airport Revenue Bonds, Junior Lien Obligations or 
Special Facility Revenue Bonds, City shall, pursuant to Section 
8.02, diligently proceed to issue General Airport Revenue Bonds 
or Junior Lien Obligations (or, upon request of an Airline 
Party pursuant to Section 9.14, Special Facility Revenue Bonds, 
or both) in an amount sufficient to fund the cost of designing, 
constructing and equipping each Priority I Capital Project 
described in the Airport Development Plan, and to fund all 
related costs of issuance and associated financing costs, 
including but not limited to, costs of capitalized interest, 
debt service coverage requirements, credit facility fees and 
required deposits into any debt service reserve fund or other 
fund established in the ordinance or resolution authorizing 
such obligations. City shall, pursuant to Section 8.01, use 
the proceeds of the sale of said bonds to design, construct and 
equip each Priority I Capital Project for which it has obtained 
all necessary governmental approvals. Without limiting the 
foregoing, City shall use its best efforts and employ every 



- 75 - 



reasonable means to commence and complete each Priority I 
Capital Project for a cost which will not require obligations 
to be issued in excess of the amount required to pay the 
Airline-Funded Cost of such Priority I Capital Project. The 
highest possible priority will be given to the construction and 
equipping of those Capital Projects described in the Airport 
Development Plan constituting the expanded domestic Terminal 
Structure (including Terminal Building No. 1 (including the 
associated satellite concourse building) and all concourse 
extensions) . 

(c) Subject to the limitation contained in Section 
9.07 on the amount of obligations which City may issue to fund 
the costs of Priority II Capital Projects, City may design, 
construct and equip Priority II Capital Projects at such times 
and on such schedules as it deems appropriate. 

Section 9.07 - Sources of Funds 

(a) City's right to issue obligations, pursuant to 
Section 8.02, to fund the cost of Capital Projects included in 
the Airport Development Plan is limited to the right to issue 
obligations in an amount sufficient to fund, reimburse or 
refinance (i) the actual cost of designing, constructing and 
equipping Priority I Capital Projects, (ii) the Airline-Funded 
Costs of Priority II Capital Projects, (iii) the actual cost of 
designing, constructing and equipping Capital Projects of the 
Fueling System, and (iv) all related costs of issuance and 
associated financing costs, including but not limited to, costs 
of capitalized interest, debt service coverage requirements, 
credit facility fees and required deposits into any debt 
service reserve fund or other fund established in the ordinance 
or resolution authorizing obligations issued pursuant to 
Article VIII. 

(b) As of the Effective Date, City shall calculate a 
Funding Contingency Reserve for each Priority I Capital Project 
or component thereof equal to thirty percent (30%) of the 
Airline-Funded Cost of such Priority I Capital Project or 
component thereof. The Airline-Funded Costs for all Priority 
II Capital Projects, in the aggregate, shall be reduced by the 
aggregate amount of such Funding Contingency Reserves, as such 
reserves are adjusted from time to time pursuant to this 
Section 9.07, for all Priority I Capital Projects or components 
thereof. Such reduction in Airline-Funded Costs for Priority 
II Capital Projects shall be allocated and reallocated from 
time to time by City among the Priority II Capital Projects; 
provided, however, that no such allocation or reallocation 
shall have the result of reducing the Airline-Funded Cost of 
the Second Taxiway Bridge, identified in the Airport 
Development Plan as Capital Project AF-l(e) . 



- 76 - 



(c) From time to time, City may request an Independent 
Architect or Engineer to estimate the total costs of designing, 
constructing and equipping a Priority I Capital Project or 
component thereof. Such Independent Architect or Engineer 
shall make use of awarded contracts and actual costs incurred 
for such project or component and shall make an estimate of the 
costs to be incurred under contracts yet to be awarded. In 
estimating costs under contracts to be awarded, the Independent 
Architect or Engineer shall inflate an estimate of current 
design, construction and equipping costs to the estimated 
midpoint of construction, in accordance with the procedure 
described in Section 9.08(b). (iii) • If, at the time of such 
estimate of total costs, the Independent Architect or Engineer 
determines that the dollar amount of awarded contracts and 
actual costs incurred for a Priority I Capital Project or 
component thereof constitutes seventy percent (70%) or more of 
the total estimated cost of such project or component thereof, 
such architect shall prepare a certificate for City setting 
forth his estimate of total costs (which costs shall herein be 
referred to as the "Contract Cost" for auch project or 
component thereof) together with the bases for such estimate 
and an estimated construction schedule. City shall, within ten 
(10) days thereafter furnish the Airlines' Representative with 

a copy of such certificate, together with a notice of any 
adjustments City will make under this Section 9.07(c) to the 
Funding Contingency Reserves. In the event that, at the time 
of delivery of the certificate establishing the Contract Cost, 
the Contract Cost is greater than the Airline-Funded Cost for 
such project or component thereof, the Funding Contingency 
Reserve for such project or component shall be reduced (but not 
to less than zero) by the amount of any such excess. The 
amount, if any, remaining in the Funding Contingency Reserve 
for such Priority I Capital Project or component after the 
reduction, if any, described above shall be further reduced to 
an amount equal to ten percent (10%) of the greater of the 
Airline-Funded Cost or the Contract Cost. An amount equal to 
the amount, if any, by which the Funding Contingency Reserve is 
reduced pursuant to the preceding sentence may be allocated by 
City to increase the Airline- Funded Costs of any Priority II 
Capital Project or Projects. 

(d) The actual cost of designing, constructing and 
equipping each Priority I Capital Project or component thereof 
("Final Contract Cost") shall be finally determined and 
certified pursuant to Section 9.04(h). In the event that the 
Final Contract Cost is greater than the greater of the Airline- 
Funded Cost or the Contract Cost, the amount, if any, remaining 
in the Funding Contingency Reserve for such project or 
component, after the reduction, if any, pursuant to subsection 
(c) above, shall, upon notice to the Airlines' Representative, 



- 77 - 



?=* 



be further reduced (but not to less than zero) by the amount of 
any such excess. The amount, if any, remaining in the Fundinq 
Contingency Reserve for such Priority I Capital Project or 
component after the reduction, if any, described above may, 
upon notice to the Airlines' Representative, be allocated by 
City to increase the Airline-Funded Costs of any Priority II 
Capital Project or Projects. 

(e) Upon determination of the Final Contract Cost 
pursuant to Section 9.07(d) of a Priority I Capital Project or 
component thereof, or upon a similar determination for a 
Priority II Capital Project or component thereof, City shall, 
after consultation with the Airlines' Representative, increase 
the Air line -Funded Cost of any Priority II Capital Project or 
Projects by (i) any amount by which the Final Contract Cost of 
any Priority I Capital Project or component is less than the 
Airline-Funded Cost of such Priority I Capital Project or 
component, as adjusted only pursuant to Section 9.0 8, and (ii) 
any amount by which the actual cost of any Priority II Capital 
Project, or component, is less than the Air line -Funded Cost for 
such Priority II Capital Project. 

(f) City, upon its determination that the cost of 
designing, constructing and equipping a Priority II Capital 
Project will exceed the Air line -Funded Cost, and upon notice 
given to Airline, may from time to time increase the 

Air line -Funded Cost of such Priority II Capital Project 
provided that the aggregate amount of all such increases shall 
not exceed five percent (5%) of the Airline-Funded Cost of such 
project, as adjusted only pursuant to Section 9.08. 

(g) Nothing contained in this Section 9.07 shall be 
deemed to limit or affect the right and -obligation of City to 
issue obligations pursuant to Section 8.02 and Section 9.06(b) 
to fund the actual cost of designing, constructing and 
equipping Priority I Capital Projects. 

(h) For purposes of determining the Contract Cost and 
Final Contract Cost for the Buses, identified in the Airport 
Development Plan as Capital Project TA-10(b), pursuant to 
Section 9.07(c) and 9.07(d), a depreciable life of five (5) 
years shall be attributed to the Buses and an interest cost of 
ten percent (10%) shall be imputed thereto. 

Section 9.0 8 - Price Level Adjustments 

The amounts designated as the Air line- Funded Costs of 
the Capital Projects described in the Airport Development Plan 
are stated in mid-year 1982 dollars regardless of the projected 
year of construction. For the purpose of determining the 



- 78 - 



limitation contained in Section 9.07(a) on the right of City to 
issue obligations and for the purpose of making the adjustments 
required by Sections 9.03(a), 9.06(b) and 9.07(a), (b) , (c) , 
(d) , (e) and (f ) , 9.09 and 9.10, the Airline-Funded Costs of 
Priority I and Priority II Capital Projects, the Funding 
Contingency Reserves for Priority I Capital Projects and the 
Contract Costs of Priority I Capital Projects, shall be 
adjusted as follows: 

(a) For the purposes of. recognizing and allowing for 
increases or decreases in the cost of final design, construction 
and equipping of Capital Projects due to inflation or deflation, 
costs shall be updated to the date of actual expenditure or the 
projected mid-point of the Capital Project construction period, 
as appropriate, using the following cost indexes: 

(i) Terminal Area and International 

Terminal Area - Building Cost Index 

(BCI) for the Chicago area published 

monthly by Engineering News - Record, 

or any successor index thereto. (The s 

mid-year 1982 BCI (1967=100) was stated 

as 314.24 (ENR/July 15, 1982, page 

100).) 

(ii) Airfield Area and Terminal Support Area 
- Construction Cost Index (CCI) for the 
Chicago area published montnly by 
Engineering News - Record, or any 

successor index thereto. (The mid-year * 

1982 CCI (1967=100) was stated as 
338.45 (ENR/July 15, 1982, page 100).) 

(b) The adjusted Airline-Funded Costs, and the 
Funding Contingency Reserve, of each Capital Project, or 
component thereof, shall be determined at the time of the 
establishment of the Contract Cost pursuant to Section 9.07(c) 
in accordance with the -following procedures: 

(i) With regard to the determination with 
respect to Airline-Funded Costs, any 
costs actually incurred as of the date 
of the establishment of the Contract 
Cost ("Actual Costs*') shall be adjusted 
back to mid-year 1982 costs by dividing 
such Actual Costs by the sum of one (1) 
plus the percentage change, expressed 
to four (4) decimal places (e.g., 
0.1225 for a 12.25% increase) , in the 
appropriate cost index from mid-year I 



- 79 - 



1982 to the mid-point month of the 
period during which such costs were 
actually incurred. 

(ii) Airline-Funded Costs shall oe reduced 
by the Actual Costs, as adjusted 
pursuant to subsection (i) above, and 
then adjusted forward to the date on 
which the Contract Cost is established 
by multiplying such. amount by the sum 
of one (1) plus the percentage change, 
expressed to four (4) decimal places, 
in the appropriate cost index from 
mid-year 1982 to the month in which the 
Contract Cost is established. 

(iii) The amount established pursuant to 

subsection (ii) above shall be further 
adjusted by multiplying such amount by 
the sum of (A) one (1) plus (B) the 
percentage change, expressed to four 
(4) decimal places, in the appropriate 
cost index for the year preceding the 
establishment of the Contract Cost, 
divided by twelve (12) and multiplied 
by the number of months estimated by 
the Independent Architect or Engineer 
to be equal to the number of months 
from the date of the establishment of 
the Contract Cost to the mid-point 
month of the construction period. 

(iv) The adjusted Airline-Funded Costs shall 
be the sum of (A) the Actual Costs plus 
(B) the amount established pursuant to 
subsection (iii) above. 

(v) The Funding Contingency Reserve for a 
Capital Project or component thereof 
shall be adjusted by multiplying the 
original Funding Contingency Reserve by 
a fraction the numerator of which shall 
be the Airline-Funded Cost of such 
project or component thereof, adjusted 
pursuant to subsections (i) through 
(iv) above, and the denominator of 
which shall be the original Airline- 
Funded Cost of such project or 
component thereof. 



- 80 - 



(c) The adjusted Airline-Funded Cost and Funding 
Contingency Reserve of a Capital Project or of a component 
thereof shall be determined at the time of the establishment of 
the Final Contract Cost pursuant to Section 9.07(d) in 
accordance with the following procedures: 

(i) Airline-Funded Costs shall be adjusted 
by multiplying each constituent part of 
such costs by the sum of one (1) plus 
the percentage increase, expressed to 
four (4) decimal places, in the 
appropriate cost index from mid-year 
1982 to the mid-point months of the 
periods in which such costs or a 
constituent part of such costs included 
in the Final Contract Cost were 
actually incurred. 

(ii) The Funding Contingency Reserve for a 
Capital Project or component thereof 
shall be adjusted by multiplying the 
original Funding Contingency Reserve by 
a fraction the numerator of which shall 
be the Airline-Funded Cost of such -. 

project or component thereof, adjusted 
pursuant to subsection (i) above, and 
the denominator of which shall oe the 
original Airline-Funded Cost of such 
project or component thereof. 

Section 9.09 - Government Grants-in-Aid 

City shall use its best efforts to obtain Government 
Grants-in-Aid for Capital Projects described in the Airport 
Development Plan; provided, however, that nothing contained 
herein shall be deemed to require City to seek any Government 
Grant-in-Aid for the FIS Relocation Facility or any Capital 
Project included in City's Phase I Environmental Assessment for 
the Airport approved by the FAA on July 22, 1982; and provided 
further, that nothing contained herein shall be deemed to limit 
the right of City to apply for or use Government Grants-in-Aid 
for capital projects at any airport functioning as a reliever 
airport for the Airport. The Airline-Funded Cost of a Capital 
Project or component thereof shall be reduced by an amount 
equal to the amount of any Government Grant-in-Aid used by City 
for such Capital Project; provided, however, that Government 
Grants-in-Aid used to fund all or a part of the cost of roadway 
improvements, as described in the Airport Development Plan, 
shall not reduce the Airline-Funded Costs of such Capital 
Projects (except that to the extent that the Airline-Funded 



- 81 - 



Cost of a roadway improvement plus a Government Grant- in-Aid 
awarded for such roadway improvement exceeds the actual cost of 
such improvement, the Airline-Funded Costs of other roadway 
improvements included in the Airport Development Plan shall be 
reduced by the amount of such excess); and, provided further, 
that any Government Grants-in-Aid awarded to City prior to the 
Effective Date may be used by City for purposes other than for 
Capital Projects described in the Airport Development Plan. 

Section 9.10 - Additional Costs • 

(a) Nothing contained in this Agreement shall be 
deemed to limit City from constructing any Priority II Capital 
Project for a cost in excess of the Airline-Funded Cost 
therefor; provided, however, that to the extent the cost of any 
Priority II Capital Project exceeds the Airline-Funded Cost 
therefor, City may not include any Debt Service (or any & M 
Expenses to the extent that such Priority II Capital Project 
has been materially increased or changed in scope) attributable 
to such excess in the calculation of Airport Fees and Charges 
without approval of a Majority-in-Interest. 

(b) The size and Airline-Funded Cost of the Federal 
Inspection Service Facility portion of the International 
Terminal Area, as described in the Airport Development Plan, 
may be increased by a vote of those Airline Parties who paid 
sixty percent (60%) or more of total Federal Inspection Service 
Fees paid by all Airline Parties in the Fiscal Year immediately 
preceding the Fiscal Year in which the contractual commitment 
for construction of such Federal Inspection Service Facility is 
made by City. 

Section 9.11 - Special Conditions 

Notwithstanding any other provisions of this 
Agreement, City shall not make or authorize any contractual 
commitment for the construction of, or commence construction 
of, any Capital Project described in the Airport Development 
Plan (other than those projects designated in the Airport 
Development Plan as being in either Category 1 or Category 2) 

until such time as: 

i 

(a) All necessary governmental approvals have been 
obtained for the construction of Terminal Building No. 1 
(including the associated satellite concourse building); and 

(b) There are in effect Airport Use Agreements in 
which the aggregate number of square feet of premises 
designated as Additional Footage is not less than 530,000 



- 82 - 



square feet. For purposes of this Section 9.11(b), Additional 
Footage shall include the Additional Footage portion of an 
Airline Party's Phase II (or Phase III, if such Airline Party, 
will have Phase III) Exclusive Use Premises prior to the Date 
of Beneficial Occupancy thereof. 

Section 9.12 - Authority to Issue Obligations to Fund Tenant 
Improvements 

Subject to the provisions of Sections 8.02 and 8.04, 
and this Section 9.12, and except to the extent that an Airline 
Party has been reimbursed pursuant to Section 9.13, City may 
issue General Airport Revenue Bonds or Junior Lien Obligations 
in an amount sufficient to pay, reimburse or refinance (a) the 
cost of tenant improvements to any Airline Party's Exclusive 
Use Premises, and (b) all related costs of issuance and 
associated financing costs, including, but not limited to, the 
cost of capitalized interest, debt service coverage 
requirements, credit facility fees and required deposits into 
any debt service reserve fund or other fund established in the 
ordinance or resolution authorizing such obligations. Such 
General Airport Revenue Bonds or Junior Lien Obligations may be 
issued in an amount sufficient to provide proceeds of not more 
than $20.00 per square foot of any Phase II (and Phase III, if 
applicable) Exclusive Use Premises of any Airline Party which 
were not included in such Airline Party's Phase I (or Pnase II, 
if applicable) Exclusive Use Premises. City may issue such 
General Airport Revenue Bonds or Junior Lien Obligations and 
make available the proceeds thereof to any Airline Party, upon 
the written request of such Airline Party and its written 
agreement to (i) pay the Debt Service on the General Airport 
Revenue Bonds or Junior Lien Obligations issued at such Airline 
Party's request, (ii) use the proceeds- of such General Airport 
Revenue Bonds or Junior Lien Obligations to build, purchase or 
otherwise acquire such items of personal property or fixtures 
as are commonly in use at the Airport or at other comparable 
airports and as are not primarily identified with or usable 
only by such Airline Party, and (iii) assume all maintenance, 
operation and repair responsibilities for such improvements; 
provided, however, that City shall not issue General Airport 
Revenue Bonds or Junior Lien Obligations at the request of any 
Airline Party which is in default under its Airport Use 
Agreement or which cannot demonstrate, to the satisfaction of 
City, its ability to pay the Debt Service attributable to such 
obligations. Airline's obligation to pay Debt Service on 
General Airport Revenue Bonds or Junior Lien Obligations issued 
pursuant to this Section 9.12 shall be limited to (1) Debt 
Service on any such General Airport Revenue Bonds or Junior 
Lien Obligations issued at Airline's request and (2) a prorata 



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share of Debt Service on any such General Airport Revenue Bonds 
or Junior Lien Obligations issued at another Airline Party's 
request as a result of such Debt Service being included in 
& M Expenses upon such other Airline Party's default. 
Nothing in this Section 9.12 shall be construed as prohibiting 
any other means of financing tenant improvements for any 
Airline Party. Any tenant improvements financed pursuant to 
this Section 9.12 shall become and remain the property of City, 
and may not be removed by Airline from such premises. 

Section 9.13 - Authority to Issue Obligations to Reimburse 
Certain Airlines for Relocation Costs 

Subject to the provisions of Sections 8.02 and 8.04, 
City may determine that the relocation of various "Airline 
Parties" (as defined in the 1959 Airport Use Agreement, which, 
"on the Effective Date, have 1959 Terminal Lease Agreements in 
effect) from one location to another is necessary to facilitate 
the Airport Development Plan and may, upon such determination, 
issue General Airport Revenue Bonds or Junior Lien Obligations 
in an amount sufficent to provide proceeds not in excess of an 
aggregate amount of $2,500,000, as adjusted pursuant to this 
Section 9.13, to pay the cost of relocating such "Airline 
Parties" and to pay the cost of preparing substitute space and 
facilities therefor ((a) excluding payment for unamortized' 
improvements in vacated premises, payment for new aircraft 
loading bridges and devices and other movable equipment, 
fixtures and personalty, and (b) including payment for items 
such as new floor covering, wall covering and decorating 
consistent with such person's tenant finish standards at the 
Airport, new signs, the cost of relocating aircraft loading 
bridges and devices, wall partitions and other movable 
equipment, trade fixtures and personalty, the cost of the 
movement of communications equipment and the cost of the 
modification of fueling facilities) ; provided, however, that no 
such reimbursement shall be made to any such "Airline Party" 
who is acquiring any material increase in linear footage of 
concourse perimeter adjacent to exclusive aircraft parking area 
at the time of such relocation; and provided, further, that no 
such reimbursement shall be made to any such "Airline Party" 
whose only relocation involves the relocation of holdrooms and, 
if appropriate, baggage handling facilities within the same 
concourse. The amount of $2,500,000 set forth in this Section 
9.13 shall be adjusted by multiplying such amount by the sum of 
one (1) plus the percentage change, expressed to four (4) 
decimal places, in the cost index described in Section 
9.08(a) (i) from mid-year 1982 to the mid-point of the periods 
in which the costs described herein are actually incurred. 



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Section 9.14 - Special Facility Improvements 

In the event that an Airline Party elects to fund any 
Capital Project in the Airport Development Plan through the 
issuance of Special Facility Revenue Bonds for which such 
Airline Party has the unconditional obligation to make Debt 
Service payments, City shall enter into with such Airline Party 
a Special Facility Financing Arrangement having provisions 
identical or substantially similar to those provisions in the 
Special Facility Use Agreement dated as of August 1, 1982 
between City and Delta Air Lines, Inc., governing (a) City's 
obligation to issue such bonds, and such Airline Party's right 
to approve such bonds, (b) the design and construction 
supervision by such Airline Party, including "fast-track" 
construction procedures, (c) the reimbursement to such Airline 
Party for cost of "Common Improvements", as defined therein, 
(d) the refinancing of cost of Public Use Premises and Aircraft 
Parking Areas, and (e) credits to such Airline Party pursuant 
to Section 5.03(b) and Section 5.06(c) of this Agreement. 

Section 9.15 - Construction of Fueling System 

The construction of the Fueling System shall be 
governed by the terms of the Fueling System Lease and the 
provisions of this Article IX shall not apply thereto. 

ARTICLE X 



AIRPORT DEVELOPMENT FUND 



Section 10.01 - Introduction 

The provisions of this Article X govern the calculation 
of the Airport Development Fund payment requirement, and the 
uses and investment of -moneys in the Airport Development Fund. 

Section 10.02 - Airport Development Fund Payment Requirements 

Beginning with the first Fiscal Year following the 
earlier to occur of (a) the Date of Beneficial Occupancy with 
respect to any Exclusive Use Premises in Terminal Building 
No. 1 and (b) December 31, 1989, and continuing for each Fiscal 
Year thereafter, there shall be included in the calculation of 
Airport Fees and Charges an amount equal to twenty percent 
(20%) of the amount by which Concession Revenues, as reflected 
in the Final Audit for such Fiscal Year, exceed Concession 



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Revenues for the last full calendar year preceding the 
Effective Date (the "Airport Development Fund payment 
requirement") , which payment requirement shall be adjusted in 
accordance with Section 10.03. 

Section 10.03 - Airport Development Fund Payment Requirement 
Adjustments ~ ^ 

(a) In each Fiscal Year, the Airport Development Fund 
payment requirement, if any, shall be reduced, but not below 
zero, by an amount equal to fifty percent (50%) of the amount, 
if any, deposited by City into the Airport Fund or transferred 
to the Trustee for deposit into the Revenue Fund for such 
Fiscal Year from Net Revenues of the Land Support Area pursuant 
to Section 13.03. 

(b) In each Fiscal Year, the Airport Development Fund 
payment requirement, if any, shall be reduced, but not below 
zero, by an amount equal to fifty percent (50%) of the amount, 
if any, deposited by City into the Airport Development Fund 
from the Emergency Reserve Fund pursuant to subsection (a) of 
Section 11.03. 

(c) In each Fiscal Year, the Airport Development Fund 
payment requirement, if any, shall be reduced, but not below 
zero, by the amount by which (i) any passenger facility charge 
or similar tax at the Airport collected by City during such 
Fiscal Year (net of the amount, if any, of expenses incurred by 
City in the imposition and collection of such a charge or tax) , 
exceeds (ii) the amount, if any, of Federal government funding 
eliminated and replaced by such passenger facility charge or 
similar tax for such Fiscal Year, as measured oy Government 
Grants-in-Aid under the Airport and Airway Development Act of 
1970, as amended, supplemented, or superseded, from time to 
time, for the Airport in the Fiscal Year immediately preceding 
the Fiscal Year in which such passenger facility charge or 
similar tax is first imposed. 

Section 10.04 - Payments out of Airport Development Fund 

(a) City may make payments out of the Airport 
Development Fund for one or more of the following uses at or 
related to (i) the Airport, (ii) Chicago-Midway Airport and 
Merrill C. Meigs Field, if owned or operated by City as of the 
Effective Date, or (iii) any airport other than those described 
above owned or operated by City and approved by a Majority-in- 
Interest: (1) construction, improvement or repair of runways, 
taxiways or facilities incidental thereto; (2) installation and 
maintenance of navigational aids; (3) purchase of land for 
clear zones and runway and taxiway expansion; (4) aircraft 



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parking areas used in common and not directly adjacent to any 
exclusive use facilities; (5) roadways, automobile parking lots 
and garages, and ground transportation systems; (6) heating and 
refrigeration facilities and other facilities related to 
utilities (except any such facilities which exclusively serve 
exclusive use facilities) ; and (7) improvements to any portion 
of any structure, which portion is not exclusively used by any 
person. 

(b) Notwithstanding the. foregoing, (i) with respect to 
any airport other than the Airport, payments may not be made out 
of the Airport Development Fund for improvements to passenger 
terminals or roadways, automobile parking lots and garages, or 
aircraft parking areas which directly serve passenger terminals, 
and (ii) with respect to the Airport and any other airport, 
payments may not be made out of the Airport Development Fund 
for any improvements which directly and exclusively benefit any 
person or persons in the Air Transportation Business. 

(c) In the event there are, in any Fiscal Year, 
Terminal Area Rentals, Terminal Area Use Charges, Landing Fees, 
Fueling System Fees or indemnification payments pursuant to 
Section 19.01(a) (ii) , (iii) or (iv) of any Airline Party, or 
rentals, charges and Federal Inspection Service Fees of any: 
person engaged in the Air Transportation Business imposed for 
the use of the International Terminal Area, unpaid when due and 
reasonably deemed uncollectible by City after collection 
efforts have been undertaken in accordance with Section 16.03, 
and if amounts in the Emergency Reserve Fund available pursuant 
to Section 11.03(b) to pay such fees, charges and rentals have 
been exhausted, City shall make payments out of n Unobligated 
Funds", as below defined, in the Airport Development Fund to 
pay such fees, charges and rentals before including such fees, 
charges and rentals in the calculation of Airport Fees and 
Charges. "Unobligated Funds" means all funds in the Airport 
Development Fund in excess of the aggregate cost of all 
improvements to be funded from the Airport Development Fund 
pursuant to notice given in accordance with Section 8.03 or 
Majority-in-Interest approval granted in accordance with tne 
procedure set forth in Section 8.06. 

Section 10.05 - Investment of Airport Development Fund 

Any balance in the Airport Development Fund shall be 
invested as deemed prudent by City. Any earnings from such 
investments shall become part of the Airport Development Fund 
and any losses shall be borne by such fund. 



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ARTICLE XI 

EMERGENCY RESERVE FUND 

Section 11.01 - Introduction 

The provisions of this Article XI govern the calcula- 
tion of the Emergency Reserve Fund payment requirement, and the 
uses and investment of moneys in the Emergency Reserve Fund. 

Section 11.02 - Emergency Reserve Fund Payment Requirements 

In each Fiscal Year during the period commencing with 
the Effective Date and ending on December 31, 1998, there shall 
be included in the calculation of Airport Fees and Charges an 
amount (the "Emergency Reserve Fund payment requirement") equal 
to the sum of the amounts which would have been included in 
"Airport Expense", as defined in the 1959 Airport Use Agree- 
ment, on account of depreciation and interest as set forth in 
subparagraphs (1) (b) and (c) of Section 15.07 of the 1959 
Airport Use Agreement and in substantially similar agreements 
between City and other "Airline Parties," as defined in the 
1959 Airport Use Agreement, for such Fiscal Year, had the 1959 
Airport Use Agreement (and such other substantially similar 
agreements) remained in effect. 

Section 11.03 - Payments Out of Emergency Reserve Fund 

(a) Whenever the amount in the Emergency Reserve Fund 
exceeds $7,500,000, City shall make a payment out of the 
Emergency Reserve Fund in an amount equal to such excess into 
the Airport Development Fund. 

(b) In the event there are, in any Fiscal Year, 
Terminal Area Rentals, Terminal Area Use Charges, Landing Fees, 
Fueling System Fees or indemnification payments pursuant to 
Section 19.01(a) (ii) , (iii) or (iv) of any Airline Party, or 
rentals, charges and Federal Inspection Service Fees of any 
person engaged in the Air Transportation Business imposed for 
the use of the International Terminal Area, unpaid when due and 
reasonably deemed uncollectible by City after collection 
efforts have been undertaken in accordance with Section 16.03, 
City shall make payments out of the Emergency Reserve Fund to 
pay such fees, charges and rentals before including such fees, 
charges and rentals in the calculation of Airport Fees and 
Charges. 

(c) In the event of any awards, judgments or settle- 
ments resulting from any of the events described in 19.01(a) (i) , 
City shall make payments out of the Emergency Reserve Fund in 



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respect of such awards, judgments or settlements (but only to 
the extent there are no proceeds of insurance available 
therefor) before including any amounts attributable thereto as 
O&M Expenses in the calculation of Airport Fees and Charges. 

Section 11.04 - Investment of Emergency Reserve Fund 

Any balance in the Emergency Reserve Fund shall be 
invested as deemed prudent by City. Subject to subsection (a) [ 

of Section 11.03, any earnings from such investments shall 
become part of the Emergency Reserve Fund and any losses shall 
be borne by such fund. 

ARTICLE XII 

TERMINAL SUPPORT AREA 

Section 12.01 - Calculation of Net Revenues or Net Deficit of 
Terminal Supp'ort Area 

The Net Revenues, or in the case of a negative number, v 

the Net Deficit, of the Terminal Support Area shall equals 

(a) Non-Use Agreement Revenues of the 
Terminal Support Area identified in 

accordance with Section 6.02 and \ 

Section 13.03; minus 

(b) Debt Service (reduced by Investment 
Income allocated in accordance with 
Section 6.02(b)) allocated to the 
Terminal Support Area in accordance 
with Section 6.01; minus 

(c) O&M Expenses of the Terminal Support 
Area identified in accordance with 
Section 6.02. 

ARTICLE XIII 

LAND SUPPORT AREA 

Section 13.01 - Land Support Area Income and Expenses; Use and 
Development 

(a) Except as provided in Sections 13.03 and 13.04, 
the calculation of Airport Fees and Charges shall not include 
any costs, expenses or revenues of the Land Support Area. 



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(b) The Fueling System Lease Agreement at the Airport 
dated as of January 1, 1959, or any successor agreement, the 
Lockheed Fuel Services Agreement dated as of February 1, 1960, 
or any successor agreement, and any leases between City and 
Airline (or any subsidiary or affiliate of Airline) described 
in Exhibit M attached hereto of facilities in the Land Support 
Area shall, if in effect on the Effective Date, be renewed for 
a term equal to the term of this Agreement (except as otherwise 
provided in subsection (c) of this Section 13.01) on the same 
terms and conditions as are in effect on the Effective Date. 

(c) Any lease described in Exhibit M for a cargo 
facility to be replaced as part of the Airport Development Plan 
shall terminate pursuant to a reasonable schedule established 

by City as part of its implementation of the Airport Development 
Plan. At least one year prior to such termination, (i) City 
shall pay to Airline "Replacement Cost", as below defined, for 
Airline's leasehold interest in any such cargo facility, and 
(ii) City shall make available to Airline a site in the Land 
Support Area for a new cargo facility at least equal in size to 
the area being surrendered that is used by Airline for (1) the 
cargo building, (2) employee parking, (3) truck maneuvering 
areas, and (4) parking adjacent to the building for cargo 
handling equipment (the "Replacement Site") , excluding, 
however, all areas used for aircraft parking. City shall 
submit to Airline a new cargo facility ground lease for the 
Replacement Site (1) having a term beginning with the earlier 
of (A) the completion of Airline's replacement facilities (as 
certified by the Independent Architect or Engineer) and (B) one 
year following the date that the Replacement Site is made 
available to Airline, (2) having a ground rental at a rate 
equal to the rate provided for under the lease surrendered by 
Airline, (3) containing to the extent possible the same terms 
and conditions included in the surrendered lease, and (4) 
granting rights to exclusive and non-exclusive aircraft parking 
apron at least equal in size to any exclusive and non-exclusive 
aircraft parking apron available to Airline for the facility to 
be replaced. For the purpose of this subsection (c) , 
"Replacement Cost" for such leasehold interest shall mean 
Airline's prorata share of the total Airline-Funded Costs of 
Capital Projects TA-8(a) and IT-5(a). Airline's prorata share 
shall be a fraction, the numerator of which shall be the number 
of square feet of leased building premises in the facility to 
be replaced, and the denominator of which shall be the total 
number of square feet of leased building premises in all 
facilities described in the description of Capital Projects 
TA-8 and IT-5 as facilities to be replaced. 

(d) City shall not remove or permit to be removed any 
concession located in another Cost-Revenue Center in order to 



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relocate such concession in the Land Support Area. City shall 
not induce any prospective concession operator to locate in the 
Land Support Area rather than in another Cost-Revenue Center. 
In no event shall any car or vehicle rental concession be 
located in the Land Support Area. City shall not charge rates 
for any public parking facility operated in the Land Support 
Area below the lowest rates charged for public parKing 
facilities in the Terminal Support Area. Nothing contained in 
this Article XIII shall be construed to relieve City of its 
obligation to maximize Concession* Revenues pursuant to Section 
16.01(c). 



ea 



(e) Subject to subsection (d) of Section 13.01 and 
Section 13.04, City may use and develop the Land Support Ar 
(including the air rights designated on Exhibit G attached 
hereto) in any manner whatsoever; provided, however, that (i) 
no such use or development shall materially adversely affect 
the operation or development of the Airport or the rights or 
obligations of Airline hereunder, and (ii) those portions of 
the Land Support Area designated on Exhibit G attached hereto 
as Aviation Related Land Use Areas shall be used or developed 
only for purposes related to the functions of the Airport. 

Section 13.02 - Net Revenues of the Land Support Area 

The Net Revenues of the Land Support Area for any 
Fiscal Year shall equal, in the case of a positive number: 

(a) All amounts received or receivable directly or 
indirectly by City, for such Fiscal Year, for the 
use of, with respect to, or from the operation 
of, the Land Support Area; minus 

(b) Principal payments, interest payments, fund 
deposits and all other associated financing 
costs, for such Fiscal Year, of the Land Support 
Area; minus 

(c) O&M Expenses, for such Fiscal Year, of the Land 
Support Area identified in accordance with 
Section 6.02. 

City shall separately account for the Net Revenues of that 
portion of the Land Support Area as described in Section 13.04. 

Section 13.03 - Deposit Into Airport Development Fund; Credit 
to Terminal Support Area " ^ ™ ' " 

With regard to that portion of the Land Support Area 
other than the portion described in Section 13.04, City shall, 



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for each Fiscal Year, deposit into the Airport Fund, or, when 
the pledge of Revenues under the General Airport Revenue Bond 
Ordinance is in effect, transfer to the Trustee for deposit 
into the Revenue Fund, in either case for subsequent deposit 
into the Airport Development Fund, an amount equal to fifty 
percent (50%) of the Net Revenues, if any, of such portion of 
the Land Support Area for such Fiscal Year, determined in 
accordance with Section 13.02; provided, however, that, to the 
extent that such fifty percent (50%) of the Net Revenues of 
such portion of the Land Support Area exceeds twice the Airport 
Development Fund payment requirement established pursuant to 
Section 10.02, one-half (1/2) of such excess shall be paid out 
of the Airport Fund or Revenue Fund, as the case may be, into 
the Airport Development Fund and one-half (1/2) of such excess 
shall be Non-Use Agreement Revenues of the Terminal Support 
Area. 

Section 13.04 - Central Parking Area 

(a) The air rights over the area designated in 
Exhibit G as "Central Parking Area" shall be part of the Land 
Support Area but City shall not develop such air rights unless 
it first (i) submits to the Airline Parties a description of 
the development plan for such area including an analysis of. 
costs and a construction schedule in sufficient detail to 
enable the Airline Parties to make an informed judgment thereon 
and (ii) receives approval of a Majority- in-Interest for such 
development plan; provided, however, that Major ity-in- Interest 
approval may be withheld only if such development (1) will 
materially adversely affect the availability of automobile and 
other vehicle parking for users of the Terminal Area, (2) will 
materially adversely affect the operation of the Ground 
Transportation System, (3) will materially adversely affect the 
safety or operation of the Airport, (4) will violate any 
Federal or state law, rule or regulation relating to the 
operation of the Airport, or (5) will increase Airport Fees and 
Charges. 

(b) City shall, for each Fiscal Year, deposit into 
the Airport Fund or, if the pledge of Revenues under the 
General Airport Revenue Bond Ordinance is then in effect, 
transfer to the Trustee for deposit into the Revenue Fund, an 
amount equal to fifty percent (50%) of the Net Revenues, if 
any, as described in Section 13.02, for such Fiscal Year, from 
the development of the air rights over the Central Parking 
Area. Such amount, if any, shall be Non-Use Agreement Revenues 
of the Terminal Area. 



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ARTICLE XIV 

INTERNATIONAL TERMINAL AREA 

Section 14.01 - Fees and Charges 

City shall use its best efforts to induce each person 
engaged in the Air Transportation Business which leases premises 
in the International Terminal Area to execute an airport use 
agreement which (a) has a term of * not less than ten (10) years, 
and (b) requires the payment of such rentals and charges as, 
when aggregated together with other Non-Use Agreement Revenues 
of the International Terminal Area (including Federal Inspection 
Service Fees) and Terminal Support Area Net Revenues, if any, 
allocated to the International Terminal Area, will be sufficient 
to pay for Debt Service (reduced by Investment Income allocated 
in accordance with Section 6.02(b)) allocated to the 
International Terminal Area, O&M Expenses of the International 
Terminal Area, and Terminal Support Area Net Deficit, if any, 
allocated to the International Terminal Area. In any event, 
City shall impose rentals, charges and Federal Inspection 
Services Fees on any person engaged in the Air Transportation 
Business leasing premises in, or using the Federal Inspection 
Service Facility portion of, the International Terminal Area, 
sufficient to cover such person's prorata share of the 
foregoing costs and expenses based upon such person's use of 
the International Terminal Area. 

Section 14.02 - Calculation of Net Revenues or Net Deficit of 
International Terminal Area 

The Net Revenues, or in the case of a negative numoer, 
the Net Deficit, of the International Terminal Area shall equal: 

(a) Non-Use Agreement Revenues of the 
International Terminal Area identified 
in accordance with Section 6.02, 
including rentals, charges and Federal 
Inspection Service Fees paid to City by 
users of the International Terminal 
Area (except late payments collected 
and applied in accordance with Section 
16.03(b) ) ; 

plus 

(b) Net Revenues, if any, of the Terminal 
Support Area calculated pursuant to 
Section 12.01 and allocated pursuant to 
Section 6.04 to the International 
Terminal Area; 



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plus 

(c) Any amounts paid, as a result of a 
default by a user of the International 
Terminal Area, out of the Airport 
Development Fund in accordance with 
Section 10.04(c) or out of the 
Emergency Reserve Fund in accordance 
with Section 11.03(b); 

minus 

(d) Debt Service (reduced by Investment 
Income allocated in accordance with 
Section 6.02(b)) allocated to the 
International Terminal Area in 
accordance with Section 6.01; 

minus 

(e) O&M Expenses of the International 
Terminal Area identified in accordance 
with Section 6.02; 

minus 

(f) Net Deficit, if any, of the Terminal 
Support Area calculated pursuant to 
Section 12.01 and allocated pursuant to 
Section 6.04 to the International 
Terminal Area. 



ARTICLE XV 

RESPONSIBILITIES OF AIRLINE 

Section 15.01 - Maintenance, Replacement and Repair 

(a) Airline shall, in accordance with Exhibit N 
attached hereto, be responsible fox and shall perform or cause 
to be performed, maintenance and repair of its Exclusive Use 
Premises, and shall clean and keep clear of debris Airline's 
Aircraft Parking Areas. Airline's responsibility for 
maintenance, replacement and repair of the Fueling System shall 
be governed by the terms of the Fueling System Lease. Airline 
shall, at all times: 

(i) Keep all fixtures, equipment and 
personal property in a clean and 
orderly condition and appearance; 

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(ii) Maintain the same in good condition 

(reasonable wear and tear excepted) and 
perform all ordinary repairs and inside 
painting, such repairs and painting by 
Airline to be of a quality and class 
not inferior to the original material 
and workmanship; 

(iii) Control all of its vehicular traffic in 
the Airport, take all precautions 
reasonably necessary to promote the 
safety of its passengers, customers, 
business visitors and other persons, 
and employ such means as may be 
necessary to direct the movements of 
its vehicular traffic; and 

(iv) Either directly or through an indepen- 
dent contractor (which independent 
contractor shall obtain a City permit, 
the issuance of which shall not be 
unreasonably withheld) , dispose of its 
garbage, debris and other waste 
materials (excluding snow and ice) . : 

(b) If the performance of any of the foregoing \ 

maintenance, repair, replacement or painting obligations of ^ 

Airline requires work to be performed near an active Taxiway or r 

Runway or where safety of Airport operations might be involved, 
Airline shall post guards or erect barriers or other safeguards, 
approved by the Commissioner, at such locations. 

Section 15.02 - Modifications to Exclusive Use Premises 

(a) Airline may, from time to time, install additional 
facilities and improvements and modify or expand existing 
facilities or improvements in its Exclusive Use Premises. 
Before entering into any contract for such work, Airline shall 
first submit to the Commissioner for his prior written approval 
a construction application together with complete plans and 
specifications of the proposed work. If requested by the 
Commissioner, Airline shall require the contractor to furnish a 
performance bond and payment bond, approved as to form and 
substance by the Commissioner. The approval of the construction 
application and plans and specifications shall not be 
unreasonably withheld. 

(b) Airline shall, and shall include in all 
construction contracts a provision requiring the contractor to, 
indemnify, hold harmless and defend City, its officers, agents 



- 95 - 



and employees against losses (except to the extent such losses 
are caused by City's negligence) , occasioned by death, injury 
to persons or damage to property, arising out of or in 
connection with the performance of construction work, against 
the risk of loss or damage to the construction prior to the 
completion thereof, and against losses resulting from claims 
and demands by third persons arising out of the performance of 
the construction work; and Airline shall provide, or shall 
require the contractor to provide, liability insurance covering 
the foregoing. Airline shall also include in any construction 
contract such provisions as may reasonably be required Dy the 
Commissioner relating to the operation of the contractor at the 
Airport. 

(c) All work performed by Airline or its contractor, 
including all workmanship and materials, shall be of acceptable 
quality and shall be performed in accordance with the plans and 
specifications approved by the Commissioner. Such work may be 
inspected by the Commissioner, or his authorized representative, 
at any time. 

(d) Airline shall deliver to the Commissioner "as 
built" drawings of the work performed by it and shall keep such 
drawings current showing any changes or modifications made- in 
or to its Exclusive Use Premises. 

(e) Airline shall discharge when due all obligations 
to contractors, subcontractors, materialmen, workmen and others 
for all work performed and for materials furnished for or on 
account of Airline. 

Section 15.03 - Taxes, Licenses and Permits 

Airline shall pay all taxes and obtain all licenses, 
permits, certificates and other authorizations required by any 
governmental authority in connection with the operations or 
activities performed by it hereunder. 

Section 15.04 - Installation of Machinery and Equipment 

Airline may, from time to time, in its sole discretion 
and at its own expense, install machinery, equipment and other 
personal property in its Exclusive Use Premises which may be 
attached or affixed to, but shall not become a part of, the 
Exclusive Use Premises. Subject to the provisions of Section 
9.12, all such machinery, equipment and other personal property 
shall remain the sole property of Airline and may be removed by 
Airline at any time, in its sole discretion and at its own 
expense; provided, however, that any damage resulting from any 
such removal shall be repaired by Airline at its own expense. 



- 96 - 






City shall not have any interest in or landlord's lien on any 
such machinery, equipment or personal property, and such 
machinery, equipment and personal property shall be identified 
as the property of Airline. 

Section 15.05 - Liens Prohibited 

Airline shall keep its Exclusive Use Premises and the 
installations situated thereon free and clear of any and all 
liens in any way arising out of the construction, improvement 
or use thereof by Airline; provided, however, that Airline may 
in good faith contest the validity of any lien. 

Section 15.06 — Performance by City upon Failure of Airline 

If Airline fails to perform, for a period of thirty 
(30) days after written notice from City, any obligation 
required by this Article XV, City may perform such obligation 
of Airline, and charge Airline for the cost to City of sucn 
performance; provided, however, that if Airline's failure to 
perform any such obligation endangers the safety of operations 
at the Airport 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 Airline for its costs of 
such performance. 

Section 15.07 - Airline Books and Records 

Airline shall maintain at its office in Chicago, 
Illinois, or at the Airport, books, records and accounts 
relevant to the determination of any Landing Fees, Terminal 
Area Use Charges and Federal Inspection Fees, if any, payable 
by it, or if such books, records and accounts are not maintained 
at such office, it shall promptly furnish the Commissioner and 
the City Comptroller of City with all information reasonably 
requested by them with respect to such books, records and 
accounts. The Commissioner and the City Comptroller of City, 
and such persons as may be designated by them, shall have the 
right, at all reasonable times, to examine, make copies of, and 
take extracts from such books, records and accounts. 

Section 15.08 - Airline to Maintain its Corporate Existence; 
Conditions Under Which Exceptions Permitted 

Airline shall maintain its corporate existence, shall 
not dissolve or otherwise dispose of all or substantially all 
of its assets, and shall not consolidate with or merge into 
another corporation or permit one or more other corporations to 
consolidate with or merge into it, unless the surviving, 
resulting or transferee corporation, as the case may be, (a) 



- 97 - 



expressly assumes in writing all of the obligations of Airline 
hereunder, (b) is qualified to do business in the State of 
Illinois, and (c) if such corporation is not organized and 
existing under the laws of the United States of America or any 
State or Territory thereof or the District of Columbia, 
delivers to City an irrevocable consent to service of process 
in, and to the jurisdiction of the courts of, the State of 
Illinois with respect to any action or suit, at law or in 
equity, brought by City to enforce this Agreement. 

* 

Section 15.09 - Qualification in the State of Illinois 

Airline warrants that it is, and throughout the term 
of this Agreement it (or the surviving, resulting or transferee 
corporation permitted by Section 15.08) will continue to be, 
duly qualified to do business in the State of Illinois. 



ARTICLE XVI 
OBLIGATIONS OF CITY 
Section 16.01 - Operation and Maintenance of Airport 

(a) City shall, in accordance with Exhibit N attached 
hereto, operate, maintain and keep in good repair, and expend 
such amounts for O&M Expenses as shall be reasonable and 
necessary therefor, all of the areas and facilities of the 
Airport, except as specifically excepted by Section 15.01. 
City's obligation with respect to the operation and maintenance 
of the Fueling System shall be governed by the terms of the 
Fueling System Lease. 

(b) City shall operate and maintain the Airport, and 
any other airport for which City makes payments out of funds in 
the Airport Development Fund, in a reasonably prudent manner 
and in accordance with the rules, regulations and orders of any 
Federal or State agency-having jurisdiction with respect 
thereto. 

(c) City shall operate the Airport and lease space to 
concessionaires in a manner so as to produce, subject to the 
provisions of this Agreement, Concession Revenues of a nature 
and amount which would be produced by a reasonably prudent 
airport operator and to maximize such Concession Revenues to 
the extent reasonably practicable. At least forty-five (4 5) 
days before any concession agreement is entered into between 
City and any concessionaire with respect to the use of any 
space or facilities at the Airport (excluding the Land Support 
Area) , City shall furnish Airline with a copy of such proposed 



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agreement, along with a general description of the expected 
impact, if any, on Airline's use of its Exclusive Use 
Premises. The Commissioner shall give due consideration to any 
comments submitted in a timely manner by Airline on such 
proposed agreement, and shall, if requested by Airline, meet 
with Airline to discuss the expected impact, if any, on 
Airline's use of its Exclusive Use Premises. 

(d) City shall impose a landing fee on each Fee 
Landing, which landing fee shall be calculated on the basis of 
a landing fee rate not less than the Landing Fee Rate then in 
effect. 

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

(f) City shall use its best efforts to keep the 
Airport open and in operation for landings and take-offs of 
aircraft of any type designed to use facilities similar to 
those at the Airport. In such regard, City shall employ or 
cause to be employed construction, reconstruction and repair 
techniques (including supervision and construction management) 
which will minimize Airport operational delays or disruption 
reasonably expected to result from such construction, recon- 
struction or repair. Except as otherwise provided in Section 
15.01, City shall take all actions necessary to keep the 
Terminal Area, the Airfield Area, and the Terminal Support Area 
clear of snow, ice, debris, vegetation and other foreign matter, 

(g) City shall maintain "as built" drawings of all 
improvements hereafter constructed at the Airport, which 
drawings shall be available to Airline for inspection at any 
reasonable time. 

(h) City shall pay 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. 

(i) City shall maintain order at the Airport. 

Section 16.02 - Performance by Airline upon Failure of City 

If City fails to perform, for a period of thirty (30) 
days after written notice from Airline, any obligation required 
by Section 16.01(a) , Airline may, but is not required to, 
perform, by itself or jointly with any other Airline Parties, 
such obligation of City, and charge City for the cost to 



- 99 - 



Airline of such performance; 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 charge City for its costs 
of such performance; and, provided further, that in either 
event, 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. City shall not be liable to 
Airline for any loss of revenues to Airline resulting from any 
of City's acts, omissions or negligence in maintaining and 
operating the Airport. 

Section 16.03 - Pursuit of Remedies Against Defaulting Airline 
Parties and International Terminal Area Users 

(a) A default by any Airline Party in the payment of 
Terminal Area Rentals, Terminal Area Use Charges, Landing Fees, 
Fueling System Fees, or indemnification payments pursuant to 
Section 19.01(a) (ii) , (iii) or (iv) , or a default in the payment 
of rentals, charges or Federal Inspection Service Fees imposed 
on any person engaged in the Air Transportation Business for 
the use of the International Terminal Area, may, if not cured, 
result in a greater amount of Terminal Area Use Charges, 
Landing Fees and Fueling System Fees payable by Airline than 
would otherwise have been required. Accordingly, City shall 
diligently pursue all appropriate remedies against any such 
defaulting Airline Party or International Terminal Area user on 
behalf of and for the benefit of the non-defaulting Airline 
Parties, including Airline, and shall give due consideration to 
any comments submitted to City by Airline with respect to the 
pursuit of such remedies. 

(b) Any fees, charges or rentals collected by City 
from a defaulting Airline Party or International Terminal Area 
user shall be paid in the following manner: 

(i) first, prorata, to each 

non-defaulting Airline Party to 
the extent such Airline Party paid 
such fees, charges or rentals; 

(ii) next, to the Airport Development 
Fund to the extent amounts from 
such fund were used to pay such 
fees, charges or rentals; 

(iii) then, the remainder, if any, to 

the Emergency Reserve Fund to the 



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extent amounts from such fund were 
used to pay such fees, charges or 
rentals. 

(c) At the election of Airline Parties who have paid 
more than fifty percent (50%) of the amount owed by any 
defaulting Airline Party or International Terminal Area user 
hereunder, such Airline Parties shall become subrogated to 
City's rights against such person, and may assume the 
prosecution of, and responsibility for pursuing, City's 
remedies against such defaulting person. In the event of such 
election, City shall fully cooperate with the Airline Parties 
assuming the prosecution of such remedies, and any amount 
recovered shall be distributed as provided in subsection (b) 
above. 

ARTICLE XVII 

RULES AND REGULATIONS; COMPLIANCE WITH LAWS 

Section 17.01 - Rules and Regulations 

(a) Airline shall comply, and shall use its best 
efforts to cause its passengers, guests, invitees, and 
independent contractors to comply, with all Rules and 
Regulations governing the conduct and operation of the Airport, 
promulgated from time to time by the Commissioner, which are 
neither (i) 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, nor (ii) inconsistent with the rules, regulations 
or orders of any Federal or State agency having jurisdiction 
with respect thereto. 

(b) Nothing herein shall be construed to prevent 
Airline from contesting in good faith any Rule or Regulation of 
the Airport, without being considered in breach hereof so long 
as such contest is diligently commenced and prosecuted by 
Airline. Airline shall be excused from complying with any Rule 
or Regulation of the Airport during any such contest unless the 
Commissioner reasonably determines .that failure to comply with 
such Rule or Regulation constitutes a health or safety hazard 
to users of the Airport. 

(c) City shall supply Airline with five (5) sets of 
City's current Rules and Regulations. Except in cases of 
emergency, no Rule or Regulation shall be applicable to Airline 
until Airline has been given fifteen (15) days* notice of the 
adoption thereof. 



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Section 17.02 - Compliance with Laws 

City and Airline shall comply with all applicable 
Federal, state and local laws, codes, regulations, ordinances, 
rules and orders; provided, however, that City or Airline may, 
without being considered to be in breach hereof, contest any 
such laws so long as such contest is diligently commenced and 
prosecuted by City or Airline, as the case may be. 



ARTICLE XVIII 
EXERCISE BY CITY OF GOVERNMENTAL FUNCTIONS 
Section 18.01 - Governmental Functions 

(a) 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 neces- 
sary permits or licenses, provided such requirement is not 
inconsistent with the rights and privileges granted to Airline 
hereunder. 

(b) City shall have no control over the rates, fares 
or charges that Airline may prescribe in connection with the 
conduct of its Air Transportation Business. 

Section 18.02 - No Authority to Conduct Ground Transportation 
Business 

Except as provided in Section 3.04(b) nothing 
contained herein shall be deemed to be the grant of any 
franchise, license, permit or consent to Airline to operate 
motor coaches, buses, taxicabs or other vehicles carrying 
passengers or property for hire or other consideration over the 
public ways to and from the Airport. City shall have the right 
to grant such franchise, license, permit or consent to any 
person other than a person in the Air Transportation Business. 

ARTICLE XIX 

— m i- ■■ ■ — , ■ ■ ■ 

INDEMNITY, INSURANCE AND CONDEMNATION 

Section 19.01 - Indemnity 

(a) Airline shall pay, and shall protect, indemnify 
and save City, its agents, officers and employees, harmless 
from and against any and all liabilities, losses, damages, 
costs and expenses (including attorneys' fees and expenses) , 



- 102 - 



I 

causes of action, suits, claims, demands, judgments, awards and 
settlements including, without limitation, payments of claims 
or liability resulting from any injury to or death of any 
person or damage to property, and costs of acquisition of real 
property as a result of claims described in subsection (i) 
below, in each case, arising out of the following (except to 
the extent caused by the negligence of City or its agents, 
officers and employees) and only to the extent City is not 
reimbursed out of insurance proceeds therefor; provided, 
however, that if and to the extend City fails to maintain the 
insurance required hereunder, then Airline shall not be 
obligated under this Section 19.01(a) to pay City to the extent 
of insurance proceeds which City would have received if it had 
maintained such insurance: 

(i) Suits alleging a taking of 

property or interests in property 
without just compensation, 
trespass, nuisance, or similar 
suits based upon the use of the 
Airport (other than the Land 
Support Area) for the landing and 
taking-off of aircraft, provided 
that any liabilities of Airline 
and all other Airline Parties 
under this Section 19.01(a) (i) 
shall be treated as O&M Expenses 
and shall be allocated to the 
Airfield Area, and Airline shall 
have no responsibility for any 
such liabilities beyond its 
responsibility to pay rentals, 
charges and fees pursuant to 
Article V; 

(ii) Airline's use or occupancy of the 
Airport (other than any use or 
occupancy covered by subsection 
(a) (i) of this Section 19.01) or 
non-use (if such non-use is 
contrary to Airline's obligations 
hereunder) of any premises demised 
to Airline hereunder; 

(iii) The condition of Airline's 

Exclusive Use Premises, including 
any equipment or facilities at any 
time located thereon, and any 
repairs, construction, 
alterations, renovation, 



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relocation, remodeling and 
equipping thereof or thereto; or 

(iv) The violation by Airline of any 
agreement, warranty, covenant or 
condition of this Agreement, of 
any other contract, agreement or 
restriction relating to the 
Airport, or of any law, ordinance, 
regulation or court order 
affecting the Airport. 

(b) City shall promptly notify Airline in writing of 
any claim or action brought against City in respect of which 
indemnity may be sought by City against Airline hereunder, 
setting forth the particulars of such claim or action and shall 
furnish Airline with a copy of all suit papers and legal 
process. Airline (except as provided in the next sentence) 
shall assume and have full responsibility for the defense or 
settlement thereof, including the employment of counsel, and 
the payment of all expenses and all settlements or judgments. 
In the event any of the suits or actions covered by subsection 
(a) (i) above occur, the following shall apply: (i) the defense 
of such suits or actions including the employment of counsel, 
shall be assumed by all Airline Parties and conducted as 
directed by a Majority-in-Interest , and (ii) all expenses, 
including attorneys* fees, settlements and judgments shall be 
paid by City and included in O&M Expenses and shall be 
allocated to the Airfield Area. City shall cooperate fully 
with Airline in the defense of any case hereunder, and may 
employ separate counsel in any such action and participate in 
the defense thereof. 

Section 19.02 - Insurance Maintained by Airline 

Airline shall maintain, or cause to be maintained, at 
its own expense, insurance with respect to its property and 
business against such casualties and contingencies (including 
but not limited to public liability) in such amounts as are 
customary in the case of similarly situated persons in the Air 
Transportation Business. 

Section 19.03 - Insurance Maintained by City 

City shall maintain, or cause to be maintained, 
insurance with respect to the Airport (except the Land Support 
Area) against such casualties and contingencies and in amounts 
not less than is reasonably prudent. Such policies of insurance 
shall name City and the Trustee, if any, as co-assureds as 
their interests may appear. Without limiting the foregoing, 



- 104 - 



City shall maintain, or cause to be maintained, the following 
insurance with respect to the Airport (except the Land Support 
Area) : 

(a) Insurance against loss or damage under a policy 
or policies covering such risks as are ordinarily insured 
against by reasonably prudent operators of airports, including 
without limiting the generality of the foregoing, fire, 
lightning, windstorm, hail, floods, explosion, riot, riot 
attending a strike, civil commotion, damage from aircraft, 
smoke and uniform standard extended coverage with vandalism and 
malicious mischief endorsements, and all-risk coverage, limited 
only as may be provided in the standard form, if any, of such 
endorsements at the time in use in the State of Illinois. Such 
insurance shall be maintained in an amount not less than the 
full insurable replacement value of the insured premises. No 
policy of insurance shall be written such that the proceeds 
thereof will produce less, by reason of co-insurance provisions 
or otherwise, than the full insurable replacement value of the 
insured premises. Full insurable replacement value of any 
insured premises shall be deemed to equal the actual 
replacement cost of the premises, and shall be determined from 
time to time, but not less frequently than once every three 
years, by an architect, contractor, appraiser or appraisal , 
company or one of the insurers, in any case, selected oy City. 
In the event that such determination of full insurable 
replacement value indicates that any premises in the Airport 
(other than the Land Support Area) are under insured, City shall 
forthwith secure the necessary additional insurance coverage. 

(b) Comprehensive general public liability insurance 
including blanket contractual liability and personal injury 
liability (with employee exclusion deleted) , and on-premises 
automobile insurance including owned, non-owned and hired 
automobiles used and operated by City, protecting City against 
liability for injuries to persons and property arising out of 
the existence or operation of the Airport (except the Land 
Support Area) in limits as follows: for personal injury and 
bodily injury, $100,000,000 for each occurrence and $100,000,000 
annual aggregate; and for property damage, $100,000,000 for 
each occurrence and $100,000,000 annual aggregate. 

(c) Boiler or pressure vessel explosion insurance 
with coverage on a replacement cost basis as provided in 
subsection (a) of this Section 19.03 for property damage, out 
any such policy may have a deductible amount not exceeding 
$10,000. No such policy of insurance shall be so written that 
the proceeds thereof will produce less than the minimum 
coverage required by the first sentence of this subsection (c) 
by reason of co-insurance provisions or otherwise. 



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(d) Each policy of insurance maintained by City under 
this Section 19.03 shall contain a waiver of subrogation in 
favor of City and Airline on the part of the insurer. 

(e) If, at any time, City is obligated under any 
other agreement then in effect between City and Airline to 
provide, with respect to premises at the Airport, insurance of 
the nature and in not less than the amounts described in this 
Section 19.03, then the provisions of this Section 19.03 shall 
be subject to the applicable provisions of such other agreement. 

(f) City shall, upon request of a Majority-in- 
Interest, purchase policies of insurance which are additional, 
in scope or amount of coverage, to those policies descrioed in 
this Article XIX. 

(g) City shall furnish to Airlines' Representative 
copies of any notices received by City or the Trustee covering 
any of matters contained in this Article XIX. 

Section 19.04 - Use of Insurance Proceeds 

(a) If Airline's Exclusive Use Premises or Airline's 
Aircraft Parking Area, or any portion thereof, are damaged or 
destroyed by fire or other casualty, City, after consultation 
with Airline, shall, to the extent of proceeds of insurance 
received with respect to such premises, forthwith repair, 
reconstruct and restore (subject to unavoidable delays) the 
damaged or destroyed premises to (i) substantially the same 
condition, character and utility value (based upon the plans 
and specifications for such premises, subject to then-existing 
Airport building standards) as existed prior to the event 
causing such damage or destruction, or (ii) such other 
condition, character and value as may be agreed upon by City 
and Airline. If no obligations issued pursuant to Article VIII 
are then outstanding, and if Airline's Exclusive Use Premises, 
or any portion thereof, are rendered untenantable by reason of 
such damage or destruction, then, unless City provides Airline 
with alternative Exclusive Use Premises substantially equivalent 
to those rendered untenantable, Airline shall be entitled to a 
prorata abatement of its Terminal Area Rentals and Terminal 
Area Use Charges until Airline's Exclusive Use Premises are 
restored pursuant to this Section 19.04(a). 

(b) If any part of the Airport other than Exclusive 
Use Premises, Aircraft Parking Areas and Land Support Area are 
damaged or destroyed by fire or other casualty, City, after 
consultation with Airlines' Representative, shall, to the 
extent of proceeds of insurance received with respect to such 
premises, forthwith repair, reconstruct and restore (subject to 



- 106 - 



unavoidable delays) the damaged or destroyed premises to (i) 
substantially the same condition, character and utility value 
(based upon the plans and specifications for such premises, 
subject to then-existing building standards) as existed prior 
to the event causing such damage or destruction, (ii) or such 
other condition, character and value as may be agreed upon by 
City and a Major ity-in-Interest. 

(c) If the net proceeds of insurance received on 
account of damage to or destruction of any premises are in 
excess of the amount necessary to repair, reconstruct and 
restore such premises, the amount of such excess shall be 
treated as Non-Use Agreement Revenues of the CRC in which such 
premises are located. 

(d) City may issue, pursuant to Sections 8.02 and 
8.04, obligations to fund, or reimburse Delta Air Lines, Inc., 
or another Airline Party for, any "Insurance Deficiency" as 
defined in, and pursuant to the Special Facility Use Agreement 
by and between Delta Air Lines, Inc. and City dated as of 
August 1, 1982, or pursuant to any identical or substantially 
similar provision in any other special facility agreement 
entered into by City and any Airline Party pursuant to Section 
9.14. 

Section 19.05 - Condemnation 

(a) City and Airline shall cooperate in the handling 
of any prospective or pending condemnation proceedings with 
respect to Airline's Exclusive Use Premises or Airline's 
Aircraft Parking Area. 

(b) Any condemnation or taking of such a substantial 
part of Airline's Exclusive Use Premises or Airline's Aircraft 
Parking Area that results in such premises being unsuitable, or 
the use thereof being economically unfeasible, is herein 
referred to as a "Total Taking." In the event of a taking of 
any Airline's Exclusive Use Premises or Aircraft Parking Area 
other than a Total Taking (a "Partial Taking") , this Agreement 
shall remain in effect and, if the net proceeds of any award 
received by City on account of such Partial Taking are 
sufficient for the purpose, City, after consultation with 
Airline, shall forthwith (subject to unavoidable delays) apply 
such net proceeds to the restoration or replacement of the 
premises so taken as nearly as possible to (i) such condition, 
character and utility value (based upon the plans and 
specifications, subject to then-existing Airport building 
standards) as existed prior to such Partial Taking, or (ii) to 
such other condition, character and value as may be agreed upon 
by City and such Airline Party. 



- 107 - 



n 



(c) In the event of a Partial Taking with respect to 
any Airline Party or Airline Parties, if the net proceeds of 
any award received by City on account of such Partial Taking 
are insufficient to restore or replace the premises so taken, 
as provided above, so long as City has the right and power to 
issue General Airport Revenue Bonds or Junior Lien Obligations, 
City shall nevertheless restore or replace (subject to 
unavoidable delays) the premises subject to such Partial 
Taking, and may issue General Airport Revenue Bonds or Junior 
Lien Obligations and pay the cost'of the deficiency (the 
"Condemnation Award Deficiency n ) from the proceeds of such 
issuance. The Debt Service on General Airport Revenue Bonds or 
Junior Lien Obligations issued to fund the amount of a 
Condemnation Award shall be allocated in accordance with 
Section 6.01 and shall be included in the computation of 
Airport Fees and Charges. 

(d) In the event that prior to the Effective Date, any 
Airline Party had funded a Condemnation Award Deficiency and 
under the terms of any agreement then in effect between City and 
such Airline Party such funding is to be treated as a loan by 
such Airline Party to City, then as soon as reasonably practi- 
cable after the Effective Date, so long as City shall have the 
power and right to issue General Airport Revenue Bonds or 
Junior Lien Obligations, City shall issue General Airport 
Revenue Bonds or Junior Lien Obligations in an amount 
sufficient (i) to reimburse such Airline Party for the amount 

of any such Condemnation Award Deficiency so funded, and (ii) 
to pay such Airline Party the amount of any interest expense 
actually incurred by it, and not previously paid to such 
Airline Party by City, with respect to such Condemnation Award 
Deficiency. The Debt Service on such General Airport Revenue 
Bonds or Junior Lien Obligations shall be allocated in 
accordance with Section 6.01 and included in the computation of 
Airport Fees and Charges. 

(e) If for any reason the net proceeds of an award 
received by City on account of the condemnation or taking of 
any premises are in excess of the amount necessary to restore 
or replace such premises, the amount of such excess shall be 
treated as Non-Use Agreement Revenues of the CRC in which such 
premises are located. ' 

(f) In the event of a Total Taking of any Airline 
Party's Exclusive Use Premises or Aircraft Parking Area, the 
following shall apply: 

(i) Such Airline Party shall receive such portion of 
the net proceeds received by City on account of 
such taking as is attributable to such Airline 



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Party's non-removable tenant finishes and 
equipment; and 

(ii) At the election of such Airline Party, such 
Airline Party may: 

(1) terminate this Agreement, in which event the 
remaining net proceeds received by City on 
account of such taking shall be used first 
to redeem General Airport Revenue Bonds or 
Junior Lien Obligations, if any, and then 
shall be paid to City; or 

(2) require City to construct new Exclusive Use 
Premises or Aircraft Parking Area for such 
Airline Party at a mutually agreeable loca- 
tion on the Airport, in which event the net 
proceeds received by City on account of such 
taking shall be applied to the construction 
of such new facilities and any deficiency or 
excess shall be handled in the same manner 
as a deficiency or excess with respect to a 
Partial Taking. 



ARTICLE XX 

BOOKS AND RECORDS OF CITY 

Section 20.01 - City Books and Records 

City shall follow such procedures and keep and maintain 
such books/ records and accounts as may be necessary or appro- 
priate under the provisions of this Agreement or of the General 
Airport Revenue Bond Ordinance. Such books, records and 
accounts shall contain all items affecting the computation of 
Airport Fees and Charges, recorded in accordance with generally 
accepted accounting pr-inciples. Airline shall have the right, 
at any reasonable time and at its own expense, to examine, make 
copies of, and take extracts from such books, records and 
accounts. 

ARTICLE XXI 

QUIET ENJOYMENT 

Section 21.01 - Covenant of Quiet Enjoyment 

Upon the payment by Airline of all Landing Fees, 
Terminal Area Rentals, Terminal Area Use Charges and Fueling 

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System Fees properly charged to Airline and the performance of 
the covenants and agreements on the part of Airline to be 
performed hereunder, Airline shall peaceably have and enjoy the 
premises, appurtenances, facilities, licenses and privileges 
granted herein. 



ARTICLE XXII 
SUBLEASE AND 'ASSIGNMENT 
Section 22.01 - Sublease and Assignment of Exclusive Use Premises 

(a) Airline may sublet or assign its Exclusive Use 
Premises, in whole or in part, to another person in the Air 
Transportation Business, subject, however, to each of the 
following conditions: 

(i) No sublease or assignment shall relieve Airline 

from primary liability for any of its obligations 
hereunder, and Airline shall continue to remain 
primarily liable for payment of the Terminal Area 
Rentals and Terminal Area Use Charges established 
hereunder and for the payment, performance and 
observance of its other obligations and 
agreements herein provided; and 

(ii) Any sublease or assignment of less than all of 

Airline's Exclusive Use Premises shall be subject 
to the prior written approval of the 
Commissioner, which approval shall not be 
unreasonably withheld; and any sublease or 
assignment of all of Airline's Exclusive Use 
Premises (other than an assignment made to a 
surviving, resulting or transferee corporation 
which meets all of the criteria set forth in 
Section 15.08) shall be subject to the prior 
approval'of the City Council of City. 

(b) Within thirty (30) days following the execution 
and delivery thereof, Airline shall furnish City with a copy of 
each sublease or assignment entered into by Airline pursuant to 
this Section 22.01. 

Section 22.02 - Assignment by City 

City may assign, in accordance with the General 
Airport Revenue Bond Ordinance, if applicable, and with the 
terms of this Agreement, certain of its interests in and pledge 
certain revenues and receipts under this Agreement as security 



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for payment of the principal of, premium, if any, and interest 
on obligations issued pursuant to Section 8.02. 



ARTICLE XXIII 

TRANSITION 

Section 23.01 - Transfer of Funds 

On the Effective Date, City shall transfer any cash 
balances, including any accrued interest thereon, derived from 
the operation by City of the Airport (other than funds in the 
"Emergency Reserve Account" as defined in and created under the 
1959 Airport Use Agreement) , and on hand as of the Effective 
Date, into the Airport Fund; provided, however, that any such 
funds on hand which, prior to the Effective Date, have Deen 
approved by a "Majority-in-Interest" (as defined in the 1959 
Airport Use Agreement) for use for Capital Projects shall be 
transferred into the Special Capital Projects Fund. 

Section 23.02 - Fiscal Year Preceding Effective Date 

City shall treat the period from the date of the end 
of the last full Airport fiscal year under the 1959 Airport Use 
Agreement to the Effective Date as a full Fiscal Year of the 
Airport, and shall prepare an audit and accounting of fees and 
charges for such period. Any amounts owed to or by Airline for 
such period shall be treated as charges or credits, as the case 
may be, with respect to Airline's Terminal Area Use Charges 
hereunder. 

Section 23.03 - Fiscal Year Beginning With Effective Date 

City shall treat the period from the Effective Date to 
the last day of the Fiscal Year in which the Effective Date 
falls as a full Fiscal Year. 



ARTICLE XXIV 

TERMINATION BY CITY 

Section 24.01 - Events of Default Defined 

Each of the following shall be an "Event of Default" 
under this Agreement: 

(a) The failure by Airline to pay any Landing Fees, 
Terminal Area Rentals, Terminal Area Use Charges or Fueling 



- Ill - 



System Fees required to be paid hereunder at the times 
specified herein; 

(b) The dissolution or liquidation of Airline, 
provided, however, that the term "dissolution or liquidation of 
Airline, " as used in this subsection, shall not be construed to 
include the cessation of the corporate existence of Airline 
resulting either from a merger or consolidation of Airline into 
or with another corporation or a dissolution or liquidation of 
Airline following a transfer of ail or substantially all of its 
assets as an entirety, if the conditions permitting such 
actions contained in Section 15.08 are met; 

(c) The admission by Airline of insolvency or 
bankruptcy or the inability of Airline to pay its debts as they 
.mature, or the failure by Airline to pay its debts as such 
debts become due, or the making by Airline of an assignment for 
the benefit of creditors or the application by Airline for or 
the consent to the appointment of a trustee, custodian or 
receiver for Airline, or for the major part of its property; 

(d) The appointment of a trustee, custodian or 
receiver for Airline or for the major part of its property 
without discharge thereof within thirty (30) days after such 
appointment; 

(e) The institution by or against Airline of 
bankruptcy, reorganization, arrangement, insolvency or 
liquidation proceedings, proceedings under any chapter of the 
Federal Bankruptcy Code, as amended, or other proceedings for 
relief under bankruptcy law or similar law for the relief of 
debtors (other than bankruptcy proceedings instituted by 
Airline against third parties) , and if instituted against 
Airline, the allowance against Airline or the consent thereto 
by Airline, or the failure by Airline to have such proceedings 
dismissed, stayed or otherwise nullified within sixty (60) days 
after such institution; 

(f) The abandonment by Airline of its Air 
Transportation Business at the Airport for reasons other than 
strike or force majeure; or 

(g) The failure by Airline to observe and perform any 
covenant, condition or agreement in this Agreement on the part 
of Airline to be observed or performed, for a period of thirty 
(30) days after written notice specifying such failure and 
requesting that it be remedied, given to Airline by City, unless 
City agrees in writing to an extension of such time prior to 
its expiration; provided, however, that any such failure which 
can be cured but which cannot with due diligence be cured 



- 112 - 






within such thirty (30) day period shall not constitute an 
Event of Default if corrective action is instituted by Airline 
within the applicable period and diligently pursued until the 
failure is corrected. 

Section 24.02 - Remedies on Default 

Whenever an Event of Default has occurred and is 
continuing, City, to the extent permitted by law and upon 
written notice to Airline, may, subject to the provisions of 
any other Agreement then in effect between Airline and City, 
take any one or more of the following remedial steps: 

(a) City may terminate this Agreement and exclude 
Airline from possession of its Exclusive Use Premises; 

(b) City may, without terminating this Agreement, 
exclude Airline from possession of its Exclusive Use Premises, 
and use reasonable efforts to lease the Exclusive Use Premises 
to another for the account of Airline, holding Airline liable 
for all Landing Fees, Terminal Area Rentals, Terminal Area Use 
Charges and Fueling System Fees and other payments due up to 
the effective date of such leasing and for the excess, if any, 
of the Terminal Area Rentals and Terminal Area Use Charges and 
other amounts payaole by Airline under this Agreement for the 
remainder of the term of this Agreement over the rentals and 
other amounts which are payable by such new airline under such 
new agreement; and 

(c) City may, from time to time, take whatever action 
at law or in equity appears necessary or desirable to collect 
Landing Fees, Terminal Area Rentals, Terminal Area Use Charges 
and Fueling System Fees and any other amounts payable by 
Airline hereunder then due and thereafter to become due, or to 
enforce the performance and observance of any obligation, 
agreement or covenant of Airline under this Agreement. 

Section 24.03 - No Remedy Exclusive 

No remedy conferred upon or reserved to City in this 
Agreement shall be exclusive of any, other available remedy, and 
each such other remedy shall be cumulative and shall be in 
addition to every other remedy given under this Agreement or 
nowor hereafter existing at law or in equity or by statute. No 
delay or omission in exercising any right or power accruing 
upon any default shall impair any such right or power or shall 
be construed to be a waiver thereof, but any such right and 
power may be exercised from time to time and as often as may be 
deemed expedient. In order to entitle City to exercise any 
remedy it has under this Agreement, it shall not be necessary 



- 113 - 



to give any notice other than such notice as may be herein 
expressly required. 

Section 24.04 - Agreement to Pay Attorneys' Fees and Expenses 

In the event Airline defaults under this Agreement and 
City employs attorneys or incurs other expenses for the collec- 
tion of Landing Fees, Terminal Area Rentals, Terminal Area Use 
Charges or Fueling System Fees or the enforcement or performance 
or observance of any obligation or agreement on the part of 
Airline herein contained, Airline 'shall, on demand, pay to City 
the reasonable fees and expenses of such attorneys and such 
other expenses so incurred by City. 

ARTICLE XXV 

TERMINATION BY AIRLINE 

Section 25.01 - Termination by Airline 

At any time when no obligations issued pursuant to 
Article VIII are outstanding, and if Airline is not then in 
default in the payment of any amount due from it to City 
hereunder, Airline may terminate this Agreement 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 issuance by any court of competent jurisdic- 
tion 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 the conduct of its Air 
Transportation Business, and the remaining in force of such 
injunction, not stayed by way of appeal or otherwise, for a 
period of at least ninety (90) days; 

(b) The issuance of any order, rule or regulation or 
the taking of any action by any Federal or State agency having 
jurisdiction with respect to the Airport, or the occurrence of 
any fire, other casualty, act of God or the public enemy, 
substantially affecting, for a period of at least ninety (90) 
days, Airline's use of the Airport in the conduct of its Air 
Transportation Business; provided, however, that none of the 
foregoing is due to any fault of Airline; 

(c) The default by City in the performance of any 
covenant or agreement required to be performed by City herein, 
and the failure by City to remedy such default after written 
notice thereof has been delivered to City, unless (i) City 
takes prompt action to remedy such default, within a period of 



- 114 - 






thirty (30) days after receipt from Airline of such notice, or 
(ii) in the case of any such failure which cannot with due 
diligence be cured within such thirty (30) day period, if City 
takes corrective action within the sixty (60) day period and 
diligently pursues such action until the failure is cured; or 

(d) The substantial restriction of City's operation 
of the Airport by action of any Federal or State agency having 
jurisdiction with respect thereto, and the continuance thereof 
for a period of not less than sixty (60) days, provided such 
restriction adversely affects Airline's operations at the 
Airport. 

Section 25.02 - Certain Other Agreements Terminated Upon 
Termination of this Agreement 

Upon the termination of this Agreement, by expiration 
of its term or otherwise, all agreements and leases entered 
into between Airline and City identified on Exhibit M shall 
likewise be terminated, except to the extent that any such 
agreements have been extended oy City and Airline subsequent to 
the Effective Date. 

Section 25.03 - No Remedy Exclusive - 

No remedy conferred upon or reserved to Airline in 
this Agreement shall be exclusive of any other available 
remedy, and each such other remedy shall be cumulative and 
shall be in addition to every other remedy given under this 
Agreement or now or hereafter existing at law or in equity or 
by statute. No delay or omission in exercising any right or 
power accruing upon any default shall impair any such right or 
power or shall be construed to be a waiver thereof, but any 
such right and power may be exercised from time to time and as 
often as may be deemed expedient. In order to entitle Airline 
to exercise any remedy it has under this Agreement, it shall 
not be necessary to give any notice other than such notice as 
may be herein expressly required. 



ARTICLE XXVI 

EQUAL OPPORTUNITY 

Section 26.01 - Equal Opportunity 

Airline agrees that in performing under this Agreement 
it shall neither discriminate against any worker, employee or 
applicant, or any member of the public, because of race, creed, 
color, religion, age, sex or national origin, nor commit an 
unfair employment practice. 

- 115 - 



Airline will take affirmative action to ensure that 
applicants are employed and that employees are treated during 
employment without regard to their race, creed, color, religion, 
age, sex or national origin. Such action shall include, but not 
be limited to, the following: employment, upgrading, demotion 
or transfer, recruitment or recruitment advertising; layoff or 
termination; rate of pay or other forms of compensation; and 
selection for training, including apprenticeship. 

Airline agrees to post in conspicuous places, available 
to employees and applicants for employment, notices setting 
forth the provisions of this Section 26.01. Airline further 
agrees that this clause will be incorporated in all contracts 
entered into with any suppliers of materials or furnishers of 
services, contractors and subcontractors, and all labor organi- 
zations, which furnish skilled, unskilled and craft union 
"skilled labor, or which may perform any such labor or services 
in connection with this Agreement. 

Attention is called to Executive Order 11246 issued 
September 24, 1965, 3 CFR, 1964-65 Compilation, p. 339, as 
modified by Executive Order 11375 issued October 13, 1967, 
3 CFR, 1967 Compilation, p. 320; The Civil Rights Act of 1964, 
Pub. L. 88-352, July 2, 1964, 78 Stat. 241 et sub.; to the 
State Acts approved July 28, 1961, 111. Rev. Stat. 1979, CH. 
38, Sees. 13-1 to 13-4 inclusive; July 8, 1933, 111. Rev. Stat. 
1979, CH. 29, Sees. 17 to 24 inclusive; July 21, 1961, 111. 
Rev. Stat. 1979, CH. 48, Sees. 851 to 866 inclusive, and 
July 26, 1967, 111. Rev. Stat. 1979, CH. 48, Sees. 881 to 887; 
an ordinance passed by the City Council of the City of Chicago, 
August 21, 1945, page 3877 of the Journal of Proceedings (Mun. 
Code of the City of Chicago, CH. 198. 7A) ; and the provisions 
of 41 CFR Chapter 60, and Part 21, Regulations of the Office of 
the Secretary of Transportation. 

To demonstrate compliance, Airline will furnish, and 
will obligate its contractors and subcontractors to furnish, 
such reports and information as is reasonably requested by the 
Chicago Commission on Human Relations. 

Section 26.02 - Non-Discrimination 

This Agreement involves the use of or access to space 
on, over or under real property acquired or improved under the 
Airport Development Aid Program of the Federal Aviation 
Administration, and therefore involves activity which serves 
the public. 

Airline, for itself, its personal representatives, 
successors in interest, and assigns, as part of the considera- 



- 116 - 



tion hereof, does hereby covenant and agree, as a covenant 
running with the land, that (a) no person on the grounds of 
race, creed, color, religion, age, sex or national origin shall 
be excluded from participation in, denied the benefits of, or 
otherwise be subjected to discrimination in the use of said 
facilities; (b) that no person on the grounds of race, creed, 
color, religion, age, sex or national origin shall be excluded 
from participation in, denied the benefits of, or otherwise be 
subjected to discrimination in the construction of improvements 
on, over, or under such land and the furnishing of services 
thereon; and (c) that Airline shall use the premises in 
compliance with all other requirements imposed by or pursuant 
to regulations of the Department of Transportation. 

Section 26.03 - Prohibition Against Exclusive Rights 

It is hereby specifically understood and agreed that 
nothing herein contained shall be construed to grant or autho- 
rize the granting of an exclusive right to proviae aeronautical 
services to the public as prohibited by Section 308(a) of the 
Federal Aviation Act of 1958, as amended, and City reserves the 
right to grant to others the privileges and right of conducting 
any one or all activities of an aeronautical nature. 

Section 26.04 - Non-Discrimination in Furnishing Servicer 

Airline agrees to furnish services on a fair and not 
unjustly discriminatory basis to all users thereof, and to 
charge fair, reasonable and not unjustly discriminatory prices 
for each unit of service; provided, that Airline may be allowed 
to make reasonable and nondiscriminatory discounts, rebates or 
other similar types of price reductions. 

Section 26.05 - Affirmative Action 

Airline assures that it will undertake an affirmative 
action program as required by 14 CFR Part 152, Subpart E, to 
insure that no person shall on the grounds of race, creed, 
color, religion, age, national origin, or sex be excluded from 
participating in any employment activities covered in 14 CFR 
Part 152, Subpart E. Airline assures that no person shall be 
excluded on these grounds from participating in or receiving 
the services or benefits of any program or activity covered by 
Subpart E. Airline assures that it will require that its 
covered suborganizations provide assurances to Airline that 
they similarly will undertake an affirmative action program and 
that they will require assurances from their organizations, as 
required by 14 CFR Part 152, Subpart E, to the same effect. 



- 117 - 



ARTICLE XXVII 

MISCELLANEOUS 

Section 27.01 - Parity of Treatment 

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

Section 27.02 - Notices 

All notices to City provided for herein shall be in 
writing and shall be sent by registered mail, postage prepaid, 
addressed to the Commissioner of the Department of Aviation of 
the City of Chicago, City Hall, Chicago, Illinois 60602, 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: Director of Properties i 

7401 World Way West 

Los Angeles, California 90009 

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 27.03 - Severability 

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

Section 27.04 - No Additional Waiver Implied by One Waiver 

In the event any agreement contained in this Agreement 
is breached by either party and thereafter waived by the other 
party, such waiver shall be limited to the particular breach so 
waived and shall not be deemed to be a waiver of any other 
breach hereunder. 



- 118 - 






Section 27.05 - Termination of Certain Other Agreements on 
Effective Date? Amendments 

This Agreement shall supersede the 1983 Use Agreement, 
the 1959 Airport Use Agreement, the 1959 Terminal Lease 
Agreement, and any other agreement, written or oral, between 
City and Airline relating to the Airport, other than the 
Fueling System Lease Agreement at the Airport dated as of 
January 1, 1959, or any successor agreement, the Lockheed Fuel 
Services Agreement dated as of February 1, I960, or any 
successor agreement, the Special Facility Use Agreement by and 
between Delta Air Lines, Inc. and City dated as of August 1, 
1982, and those agreements set forth in Exhibit M hereto; 
provided, however, that any rights and obligations with regard 
to rentals, charges or fees paid or payable under the 1959 
Airport Use Agreement and the 1959 Terminal Lease Agreement 
accrued as of the Effective Date shall remain in effect. 
Except as otherwise expressly provided, this Agreement may be 
amended only in a writing signed by City and Airline. 

Section 27.06 - Distribution of Funds upon Termination 

All amounts remaining in the Emergency Reserve Fund 
and the Airport Development Fund at the termination of this- 
Agreement and all other Airport Use Agreements shall be 
transferred by City into its corporate fund. All amounts 
remaining in any other funds created under this Agreement shall 
be used by City for the purposes for which such funds were 
created so long as the Airport is used by any Airline Party for 
the operation of an Air Transportation Business. 

Section 27.07 - No Abatement or Set-off 

Airline shall not abate, suspend, postpone, set-off or 
discontinue any payments of Terminal Area Rentals, Terminal 
Area Use Charges, Landing Fees or Fueling Systems Fees which it 
is obligated to pay hereunder. Nothing contained in this 
Section 27.07 shall release City from the performance of any of 
its obligations under this Agreement. In the event City fails 
to perform any of its obligations herein contained, Airline may 
institute such action against City, as Airline deems necessary 
to compel performance, so long as such action does not abrogate 
Airline's obligations to make such payments unless a court of 
competent jurisdiction determines otherwise in a final, 
unappealable order or in an order for which the time for appeal 
has elapsed and no appeal has been taken. 



- 119 - 



Section 27.08 - Provisions Relating to Special Facility 
Agreement °~~~ ~^ 

(a) If Airline is obligated, at any time, to make 
payments of interest on, premium, if any, and principal of 
Special Facility Revenue Bonds, then the following shall apply: 

(i) If, while any such bonds are outstanding, the 

agreement creating and governing such obligation 
of Airline (the "Special Facility Agreement") 
terminates or is terminated for any reason, 
whether or not in accordance with its terms, then 
this Agreement shall likewise terminate; 
provided, however, that nothing herein shall be 
deemed to terminate this Agreement if such 
Special Facility Agreement terminates or is 
terminated when no such Special Facility Revenue 
Bonds are outstanding; and provided further, that 
neither this Agreement nor any such Special 
Facility Agreement shall be terminated by virtue 
of the issuance of obligations thereunder for the 
refunding or refinancing of any such bonds. 

(ii) Airline's continued rights to use and occupy its 
Exclusive Use Premises shall oe conditioned upon 
the performance and observance by Airlir.e of its 
covenants and agreements in the Special Facility 
Agreement; provided, however, that such condition 
shall not be deemed to be violated unless any 
period established in such Special Facility 
Agreement for curing any failure to perform or to 
observe such covenants and agreements has expired 
without such failure being cured. 

(b) In the event that Airline and City are parties to 
a Special Facility Agreement dated prior to the date of 
execution of this Agreement, it is the understanding and 
agreement of City and Airline that City would not have demised 
and let any Exclusive Use Premises to Airline hereunder if 
Airline had not heretofore undertaken the duties and 
obligations required to be performed and observed by the 
Airline under the terms of such Special Facility Agreement. 

IN WITNESS WHEREOF, City has caused this Agreement to 
be executed on its behalf by its Mayor, pursuant to due 
authorization of the City Council of City, and its seal to be 
hereunto affixed and attested by the City Clerk of City, and 
Airline has caused this Agreement to be executed on its behalf 
by its President and its 



- 120 - 



Secretary, pursuant to due authorization of its Board of 
Directors, all as of the day and year first above written, 



Attest: CITY OF CHICAGO 



City Clerk Mayor 

Approved: 

Comptroller ™~ DEPARTMENT OF AVIATION 

Approved: 



Attest: 



Commissioner 



Cc rporation Counsel 




Secretary President 



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- 121 - 



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/HRPORH DEVELOFMEN1 PL.V9N 



COST REVENUE CENTER (CRC) AIRLINE FUNDED SUMMARY 



FUNDING 
PRIORITY I 



FUNDING 
PRIORITY II 



Airfield (AF): 



AIRLINE FUNDED 
TOTALS 



$167,514,134 $124,647,336 $292,161,470 



Terminal Area (TA) 



$218,892,556 $82,656,362 $301,548,918 



Terminal Support ( TS ) : 



$15,940,108 $149,402,002 $165,342,110 



International Terminal (IT): $298,080 $80,649,422 $80,947,502 



TOTALS 



$402,644,878 $437,355,122 $840,000,000 



COST REVENUE CENTER (CRC) CATEGORY SUMMARY (1) 






CATEGORY 1 CATEGORY 2 



TOTALS 



Airfield (AF) 



$29,943,774 $12,607,704 $42,551,478 



Terminal Area (TA): 



$18,960,480 $2,799,360 $21,759,840 



Terminal Support (TS) 



$0 $43,766,491 $43,766,491 



International Terminal (IT): $2,619,540 



$298,080 $2,917,620 



TOTALS 



$51,523,794 $59,471,635 $110,995,429 



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vURPORI 



SUMMARY SHEET (1/17/83) 



AIRFIELD CRC 
CAPITAL PROJECTS 

AF-1. Extension Runway 27R 

AF-2. Extension Rvinway/ 
Taxiway 9L 

AF-3. 32L/9R Parallel 
Taxiways 

AF-4. 14R/32L Parallel 
Taxiways 

'-5. Inner/Outer Taxiway 
F thru H Relocation 

AF-6. Inner /Outer Taxiway 
B/C Relocation 
Taxiway Relocation Work 

AF-7. Utility Relocations 
B/C Apron 

'-8. Inner/Outer Taxiway 
K/L Relocation 

AF-8a Inner/Outer 

Taxiway 

AF-8b Demolition of 

Existing 

Flight Kitchens and 

Maintenance Building 

AF-8c Site 
Preparation 
Southeast Services 
Area 

AF-8d Aircraft 
Parking Area 

AF-9. B/C Apron 

AF-10. Concourse L Apron 











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FUNDING 


FUNDED 




CATEGORY 1 


CATEGORY 2 


PRIORITY I 


TOTALS 
$26,986,019 


a) 
=1 








$1,844,748 








$17,124,788 






$31,950,815 


$6,876,306 
$31,950,815 


2 






$19,975,572 


$23,329,944 


q 






$9,661,373 


$9,661,373 


C7 






$25,451,401 


$25,451,401 


^ 


• 


$9,299,340 








$284,377 


> 






7* 


2,559,320 


$3,308,364 












$40,954,086 


$40,954,086 


a 






$13,855,330 


$13,855,330 


1 



»IRPORl DEVELOFMGNl PL^IN 



fi 



SUMMARY 


SHEET (1/17/83) 








S 










AIRLINE 








FUNDING 


FUNDED 






CATEGORY 1 


CATEGORY 2 


PRIORITY I 


TOTALS 




AIRFIELD CRC 










CAPITAL 


PROJECTS (Con't) 






AF-11. 


Cargo Apron 
Replacement 






$31,838,400 


03 
=1 


AF-12. 


International and Commuter 
Apron 






$20,550,024 





AF-13 . 


Military Site 
Acquisition 






$16,072,679 




AF-14. 


Replacement CFR 
Station #1 




$8,565,480 


$8,565,480 


3 


AF-15. 


Airport Maintenance 

Complex v $17,100,077 


• 


$17,100,077 


- $17,100,077 




AF-16. 


General Aviation 












Apron 






$0 



TOTALS 



$29,943,774 $12,607,704 $167,514,134 $292,161,470 



t 








>4IRPOR"1 DEVELOPMGN1 



Number: AF-1 

Name: Extension Runway 27R 

Airline Funded Total: $26,986,019 



PL.V4N 

Date: 1/17/83 



Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


a. Extension of Runway 27R 


$2,372,895 


7/85 


12/85 


II 


b. Associated Taxiway Construction 


$9,054,715 


7/85 


12/86 


II 


c. New Hold For Pad Runway 32R 


$1,402,353 


6/86 


11/86 


II 


d. NAVAIDS Relocation For Runway 27R 


$916,056 


4/86 


9/86 


II 


e. Second Taxiway Bridge 


$10,000,000 


7/85 


5/86 


II 


f. DGT Tunnel @ Existing 
Bridge 


$3,240,000 


9/84 


12/84 


II 



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Project Scope: 

This project includes a 790 foot extension to Runway 27R, construction of 
new taxiways to provide aircraft access to the new runway threshold, as well 
as the relocation of related facilities. In addition, a second taxiway bridge 
located 350 feet centerline to centerline southeast of the existing bridge 
taxiway and the construction of a tunnel section under the south approach to 
the existing bridge for DGT system right of way are included. 



n, 



AIRPORT DEVELOPMEN1 PLV3N 




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♦ 11.17.82 



Extension Of Runway 27R 



AF-1 



I 



»IRPOR1 DEVELOPMEN1 



Number: AF-2 

Name: Extension Runway/Taxiway 9L 

Airline Funded Total: $1,844,748 



Pt-»N 

Date: 1/17/83 



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Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


UtlB/T 


a. Extension of Runway 9L 


$0 






b. 9L Parallel Taxiway Extension 


$1,844,748 


10/88 9/89 


II 


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2 



Project Scope: 

This project includes a 790 foot extension to Runway 9L and an extension of 
the 9L Parallel Taxiway to the west to join with the existing 14R/32L 
Parallel Taxiway. The Runway 9L extension is not to be funded through the 
airlines consent to the Airport Development Plan. 



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AIRPORT DEVELOFMEN1 RI.V3N 










Extension Runway/ 
Taxiway 9L 



■> 11.17.82 



AF-2 



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»IRPOR1 DEVELOPMEN1 PL^IIM 



Number: AF-3 

Name: 32L/9R Parallel Taxiways 

Airline Funded Total: $17,124,788 



Date: 1/17/83 





Airline Funded 


Estimated Constr. 


Funding 


Components 


Cost 


Start 


Complete 


Priority 


a. Extension Runway 32L 


$5,633,010 


9/84 


8/85 


II 


b. 32L Parallel Taxiways 


$7,091,318 


9/84 


8/85 


II 


c. 9R South Parallel Taxiway 


$4,400,460 


9/84 


8/85 


II 



ft 







0* 

q 



Project Scope: 

This project includes a 1400 foot extension to Runway 32L and the 
development of a west parallel taxiway extending approximately 4000 feet 
from the new threshold to the 9R/27L parallel taxiway. An additional 2900 
foot section of parallel taxiway is included on the south side of Runway 
9R/27L extending from the 9R Runway threshold to the west 14R/32L 
Parallel Taxiway. Also included are runway/taxiway crossovers. 






AIRPORT DEVELOPMENT PLV3N 




ft 



3: 

03 



\7 



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-> 11.17.82 



32L/9R Parallel Taxiways 



AF-3 



yHRPORl DEVELOPMEN1 PL^IN 



Number: AF-4 

Name: 14R/32L Parallel Taxiways 

Airline Funded Total: $6,876,306 



Date: 



1/17/83 



ft 



Components 

a. Second 14R/32L East Parallel 
Taxiway 



b. Service Road 14R/32L 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$5,921,046 



$955,260 



9/84 8/85 



9/84 11/84 



II 



II 






P 



Project Scope: 

This project develops a 2450 foot section of new taxiway parallel to the 
existing 14R/32L Parallel Taxiway (east). This section of taxiway is to be 

located east of the existing 14R/32L Parallel Taxiway extending from the 

Outer Taxiway to the By-Pass Taxiway. This allignment reguires the 

relocation of the airport service road from the terminal complex to the 
airline hangar/maintenance area. 






7& 



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AIRPORT DEVELOPMENT Pl_>3fSJ 




14R/32L Parallel Taxiways 



♦ 11.17.82 



AF-4 



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7^ 



/IIRPOm DEVELOPMENl PL>«NJ 



Number: AF-5 

Name: Inner/Outer Taxiway F thru H Relocation 

Airline Funded Total: $31,950,815 



Date: 



1/17/83 





Airline Funded 


Estimated Constr. 


Funding 


Components 


Cost 


Start 


Complete 


Priority 


a. Taxiway Paving 


$13,977,779 


9/85 


10/86 


I 


b. Service Road Relocation 


$1,083,996 


3/85 


5/85 


I 


c. Utilities Relocation 


$16,889,040 


3/85 


11/85 


I 



Project Scope: 

This project includes a 150 to 155 foot southward relocation of the Inner and 
Outer Taxiways and all related crossover pavements. Also included is the 
relocation of the airport's primary utility corridor, and the service road. 
Extension of the aircraft parking apron and taxilanes is also included. 
Relocation of fueling facilities is not included in this project. 






AIRPORT DEVELOPMENT PL/JN 




ft 






3 

■5- 



■» 11.17.82 






Inner/Outer Taxiway 
F thru H Relocation 



AF-5 



Number: AF-6 

Name: Inner/Outer Taxiway B/C Relocation 

Airline Funded Total: $23,329,944 



PI-V1N 

Date: 1/17/83 



Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


a. B/C Inner/Outer Taxiway 


$16,560,450 


9/85 


8/86 


I 


b. 4L Holding Apron 


$3,354,372 


9/85 


11/85 


11 


c. Service Road 


$444,690 


9/85 


10/85 


I 


d. Demolition Existing B/C Inner/Outer 
Taxiway 


$2,970,432 


9/85 


3/86 


I 



3 

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=1 



q 



Project Scope: 

The section of the Inner/Outer Taxiway system is to be relocated from the 
points of intersection with the 9L/27R Parallel Taxiway to approximately the 
end of the D Concourse. Existing pavement areas and the Truck Fuel Stand, 
and Deicing Storage area are to be demolished. Also included is the 
development of a new aircraft hold apron off of the Outer Taxiway between 
the existing New Scenic Taxiway and the intersection of the Outer and new 
14R/32L second Parallel Taxiway. A new service road connecting the B/C 
Apron with the main terminal service road network is also included. 






-A 



AIRPORT DSVELOPMEN1 Pl_>!JN 



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* 11.17.82 






Inner/Outer Taxiway B/C 
Relocation 



AF-6 



»IRPOR1 DEVELOPMEN1 PLvMM 



Number: AF-7 

Name: Utility Relocations B/C Apron 

Airline Funded Total: $9,661,373 

Components 

a. Electrical & Telephone Relocation 

b. Apron Storm Sewer 



Date: 



1/17/83 



Airline Funded Estimated Constr. 
Cost Start Complete 



$7,743,293 
$1,918,080 



9/84 
3/88 



8/85 
4/88 



Funding 
Priority 

I 



9/84 8/85 



ft 







3 

3 



Project Scope: 

Airport/Terminal utility systems under the Concourse B/C apron are to be 
relocated and upgraded. Included are electrical and telephone transmission 
lines and apron storm sewers including inlets. 



\ l 



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AIRPORT DGVELOPMEN1 r*l.AN 



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4M 1.17.82 



Utility Relocations B/C Apron 



AF-7 



»IRPOR~l DEVELOPMEN1 



Number: AF-8 

Name: Inner/Outer Taxiway Relocation K/L 

Airline Funded Total: $25,451,401 

Components 



a. Inner/Outer Taxiway K/L 
Includes Demo, of Existing 
(Category 2) 

b. Demo. Flight Kitchens and Airport 
Maintenance Building 
(Category 1) 

c. Site Preparation 
Southeast Services Area 
(Category 1) 



PI_»N 

Date: 1/17/83 



d. Aircraft Parking Area 
(Category 2) 



ft 



Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


3 
H 

x 










od 




$9,299,340 


8/83 7/84 


I 




$284,377 


8/84 10/84 


I 






$12,559,320 
$3,308,364 


8/83 7/84 
9/84 12/84 


I 
I 


• 





q 



Project Scope: 

This project includes the realignment of the Inner/Outer Taxiway adjacent 
to Concourses K and L. The new geometry will maintain the existing Outer 
Taxiway as the future Inner Taxiway adjacent to Concourse L, while a new 
Outer Taxiway is to be constructed to the east of the future Inner Taxiway a 
distance of 251 feet centerline to centerline. This relocation necessitates 
the demolition/reconstruction of the airport maintenance complex, and the 
Dobbs House and Marriott flight kitchens. The site preparation for the new 
site for these facilities in the southeast area of the airport is also included. 
Access to the K and L Concourses for service vehicles is provided with the 
development of new service road located on the international terminal 
apron. Segments of the new Inner/Outer Taxiway Capital Project may be 
used temporarily for parking of aircraft using the Relocated FIS Facility, so 
long as the movement of aircraft on such taxiways and into and out of 
adjacent leased premises is not unreasonably impeded. The construction and 
use of Component AF-8(d) will be given the highest possible priority and 
construction shall begin at approximately the same time as commencement 
of demolition of existing Terminal 1 (TA-lc). 



*.' 


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AIRPORT DeVSLOPM6N1 PL.,4N 




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3: 



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* 12.7.82 



Inner/Outer Taxiway 
K/L Relocation 



AF-8. 1 



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3 



* 11.17.82 



Inner/Outer Taxiway 
K/L Relocation 



AF-8.2 



VHRPOFTI DEVEl_OPM€Nl PL..4N 



Number: AF-9 

Name: B/C Apron 

Airline Funded Total: $40,954,086 



Date: 1/17/83 





Airline Funded 


Estimated Constr. 


Funding 


Components 


Cost 


Start 


Complete 


Priority 


a. B/C Apron 


$27,313,200 


4/85 


10/86 


I 


b. Demo. Existing B/C Apron 


$12,661,920 


3/85 


4/86 


I 


c. Demo. CFR Station //l 


$39,366 


9/85 


10/85 


I 


d. Concourse D Paving 


$939,600 


4/87 


8/87 


I 



Project Scope: 

This project includes the demolition approximately 244,250 square yards of 
existing pavement adjacent to the B and C Concourses, as well as, the area 
referred to as the "North Ramp". A total of 252,900 square yards of new 
pavement will be constructed to replace and expand the B/C Apron area as 
well as correct sub-grade problems. Also included in this project is the 
demolition of the Main CFR Station. 



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AIRPORT DEVSLOPMEISH PU>9N 







7& 



* 11.17.82 



B/C Apron 



AF-9 



Number: AF-10 

Name: Concourse L Apron 

Airline Funded Totab $13,855,330 



DEVGLOPMEN1 PI_»N 

Date: 1/17/83 



Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


a. Exclusive Aircraft Parking 
Area 


$4,752,279 


3/83 


9/83 


I 


b. Apron Paving For New 
Taxiways 


$4,926,823 


3/83 


9/83 


I 


c. Associated Service Roadway 
Work 


$508,276 


3/83 


7/83 


I 


d. Associated Utilities 


$3,667,952 


3/83 


7/83 


I 



i? 

ft 

I 





3 



Project Scope: 

This project includes the development of approximately 91,000 square yards 
of new aircraft apron area for Terminal 3A/Concourse L. New pavement 
will be constructed. The Concourse L apron will tie into the existing apron 
north of Concourse K and extend to a an east/west line to the north defined 
by the southerly limit of the H and R facilities. The installation and 
construction of new utility systems and apron/terminal service roads are also 
included in this project. > 



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AIRPORT DEVELQPMEN1 r*\-AN 



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Concourse L Apron 



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* 12.7.82 



AF-10 



i 






Number: AF-11 

Name: Cargo Apron Replacement 

Airline Funded Total: $31,838,400 



DEVELOPMENl Pt->4N 

Date: 1/17/83 





Airline Funded 


Estimated Constr. 


Funding 


Components 


Cost 


Start 


Complete 


Priority 


a. Replacement of Cargo Apron 


$23,349,600 


11/84 


10/85 


11 


b. Site Preparation 


$6,512,400 


9/84 


7/85 


II 


c. Service Road At Cargo Apron 


$1,976,400 


9/84 


7/85 


II 



Project Scope: 

This project includes the replacement of approximately 216,000 square yards 
of existing cargo facility apron pavements and related site preparation of the 
new southeast cargo area. Also included is the development of 
approximately 6000 linear feet new service roadway adjacent to the new 
apron areas. 



\ 



AIRPORT DEVELOPMGN1 RLV1N 




-» 11.17.82 



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Cargo Apron Replacement 



AF-11 



yMRPORl DEVELOPMEN1 PL>JN 



Number: AF-12 

Name: International and Commuter Apron 

Airline Funded Total: $20,550,024 



Date: 1/17/83 



Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


a. International Apron 


$12,243,636 


4/86 


12/86 


II 


b. Demolition of Existing Cargo 
Apron 


$4,701,888 


4/86 


10/86 


II 


c. Demolition of Parking Pavement 
at Existing Cargo Area 


$216,000 


4/86 


10/86 


II 


d. International Apron Connectors 


$1,566,000 


4/86 


7/86 


II 


e. Commuter Apron 


$1,822,500 


6/86 


7/86 


II 



Project Scope: 

This project includes the construction of a 151,156 square yard aircraft apron 
for the new international terminal building,the initial segment will be 
utilized for parking aircraft using the Relocated FIS Facility. Demolition of 
90,700 square yards of existing aircraft apron serving Joint Use Cargo 
Building #1, Joint Use Cargo Building #2 and the Flying Tiger Cargo Building 
is included along with the demolition and removal of approximately 100,000 
square yards of truck and automobile parking areas. The proposed apron is 
large enough to provide aircraft parking for ten B-747 and four DC- 10 type 
aircraft as well as apron taxiway with clearances for B-747 aircraft. This 
project also includes 22,500 square yards of Commuter Apron. 



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International Apron 



AF-12 



\ 



/HRPOR1 DEVELOPMEN1 Pl_>IN 



Number: AF-13 

Name: Military Site Aquisition 

Airline Funded Total: $16,072,679 



Date: 1/17/83 



Components 

a. Misc. Utilities 

b. Misc. Support Facilities 

c. Officers Club 

d. Visiting Officers Quarters 

e. Aerial Port Storage 



Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


$6,494,558 


9/84 


8/85 


II 


$697,194 


9/84 


8/85 


II 


$4,384,908 


9/84 


8/85 


II 


$1,409,411 


9/84 


8/85 


II 


$3,086,608 


9/84 


8/85 


II 



Project Scope: 

This project includes the costs to acquire land from the U.S. Air Force. 
Included are the demolition, relocation and replacement costs for existing 
USAF facilities located on the parcels of land to be acquired by the City of 
Chicago. 






\ 



AIRPORT DEVELOPMENT PL^JN 




Military Site Acquisition 



+ 11.17.82 



AF-13 



i 







Number: AF-14 

Name: Replacement CFR Station #1 

Airline Funded Total: $8,565,480 



DEVELOPMEN1 PLVMM 

Date: 1/17/83 



Components 


Airline Funde 
Cost 


d Estimated Constr. 
Start Complete 


Funding 
Priority 


a. Replacement of CFR Station 


$1,377,810 


9/84 


8/85 


I 


b. Service Roads to CFR Station 


$2,009,340 


9/84 


8/85 


I 


c. Truck Apron at CFR Station 


$264,330 


5/85 


6/85 


I 


d. Utility Services 


$4,914,000 


4/85 


12/85 


I 



Project Scope: 

A new 18,225 square foot CFR Station is to be constructed along with related 
service roads, parking aprons and utility service. This new CFR facility is to 
be located west of Runway 14R/32L and North of Runway End 9R. The 
truck apron development includes 4,450 square yards of new pavement for 
employee parking and building access for the fire trucks. Service road 
development includes approximately 6,100 linear feet of roadway to provide 
access to the facility from the new cargo area. 



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AIRPORT DSVELOPMEN1 PL^JIVJ 




Replacement Of CFR Sta #1 



-> 11.17.82 



AF-14 



l 



Number: AF-15 



DEVELOPMGN1 F>L.AN 

Date: 1/17/83 



Name: Airport Maintenance Complex 
(Category 1) 

Airline Funded Total: $17,100,077 



Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


a. Truck Apron 


$1,386,990 


5/84 


7/84 


I 


b. Maintenance Facility 
Snow Removal Facility 


$7,020,000 
$7,020,000 


9/83 
9/83 


8/84 
8/84 




c< Electrical Distribution 


$1,080,000 


9/83 


6/84 


1 


d. Employee Parking 


$485,087 


5/84 


6/84 




e. Salt Storage 


$108,000 


4/84 


6/84 





7> 
3 



Project Scope: 

Development of the southeast area of the airport is proposed for the 
construction of the new airport maintenance and snow removal vehicle 
facility and other airport/related service facilities. Included in this project 
is the development of a replacement facility for the existing airport 
maintenance building as well as, truck aprons, employee parking areas, and a 
new salt storage facility. Electrical utility systems necessary to support the 
proposed development are also included. The project does not include 
$6,000,000 in committed ADAP funds for the construction of a snow removal 
facility. 



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yilRPORI DEVELOPMEN1 PL^IN 




Southeast Services Area 



* 11.17.82 



AF-15 



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yllRPOFn DEVGLOPMEN1 PL.V1N 



Number: AF-16 

Name: General Aviation Apron 

Airline Funded Total: $0 



Date: 1/17/83 



Components 

a. Hangar/Support Facility 



Airline Funded 
Cost 

$0 



Estimated Constr. Funding 

Start Complete Priority 

4/86 6/86 






Project Scope: 

This is a non-funding item. The existing TWA and portion of the United 
Airlines cargo apron are to be reused for general aviation aircraft. General 
Aviation related buildings are not a part of the project, as it is anticipated 
that private funds will be utilized to replace existing facilities. 



7& 



AIRPORT DEVELOPMENT PL>3N 




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General Aviation Apron 



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»IRPOFTI DEVGLOPMEN1 r>\-AN 



SUMMARY SHEET (1/17/83) 



CATEGORY 1 



CATEGORY 2 



TERMINAL AREA CRC 
CAPITAL PROJECTS 

TA-1. Terminal 1 

rA-2. Commuter Terminal 
Interim Commuter 

rA-3. B/C Satellite 

TA-4. Terminal 3A/ 
Concourse L 

TA-5. Electrical Relocation 

PA-6. Utilities at Central 
Terminal Area 

•7. Terminal 2/3 Additions 

TA-7a Security Additions 
Concourses E/F, G & H/K 



$2,799,360 



:a-8 . 



!A-9. 



Cargo, and Freight 
Forwarder Relocations 
(Share with IT-5) 

H&R Plant Expansion 
(Share with IT-4) 



TA-9c 4000 Ton Chiller $2,293,920 

•A-10. Relocated FIS Facility $16,666,560 

'A-ll. Extension and 

Improvement Concourse K 

■A-12. Post Office 

(Share with IT-6) 

A-13. Flight Kitchen 
Relocations 

^14. Extension and Improvement 
of Concourse F 



AIRLINE 
FUNDING FUNDED 
PRIORITY I TOTALS 



$67,166,438 


$67,166,438 


a) 




$4,387,999 





$82,916,211 


$82,916,211 


$32,667,346 


$32,667,346 




$11,376,000 


$11,376,000 


3 




$4,212,000 
$7,562,074 °- 


f 



$44,083,133 

$20,703,583 
$2,293,920 
$16,666,560 $16,666,560 



$3,240,000 



$1,620,000 



$3,240,000 



$1,707,573 



$0 



1,620,000 






yJIRPOFn DEVELOFMENl PLv3l\J 



SUMMARY SHEET (1/17/83) 



TERMINAL AREA CRC 
CAPITAL PROJECTS (Con't ) 

TA-15. Extension S Improvement 
of Concourse G 



TA-16. Extension & Improvement 
of Concourse H 

TA-17. Inter-Line Baggage 
Improvements 



TOTALS 









AIRLINE 




FUNDING 


FUNDING 


FUNDED 


CATEGORY 1 


CATEGORY 2 


PRIORITY I 


TOTALS 



$1,620,000 



$1,620,000 



$1,620,000 



$1,620,000 



$0 



$18,960,480 $2,799,360 $218,892,556 $301,548,418 



0\ 

=1 






3 



yllRPOrVl DEVELOPMGN1 PI_»N 



Number: TA-1 
Name: Terminal 1 



Date: 1/17/83 



Airline Funded Total: $67,166,438 

Components 

a. Terminal #1 

b. Canopy Terminal #1 

c. Demolition of Terminal //l Etc. 

d. Utilities Terminal #1 

e. Terminal 1/2 Connector 



Airline Funde> 
Cost 


d Estimated Constr. 
Start Complete 


Funding 
Priority 


$58,192,290 


9/84 


2/87 


I 


$5,400,000 


10/87 


6/88 


I 


$849,524 


9/84 


12/84* 


I 


$910,224 


7/85 


1/86 


I 


$1,814,400 


10/87 


6/88 


I 



3 



Project Scope: 

The project includes the construction of approximately 367,170 SF of 
enclosed building space (excluding utility/mechanical space in the penthouse 
and basement levels) for Terminal Building No. 1. Not less than 58% of the 
combined total enclosed space (excluding utility/mechanical space in the 
penthouse and basement levels) of Projects TA-1 (a), TA-3(a) and TA-3(b) will 
be Airline Exclusive Use Premises. This project provides for approximately 
2,480 LF of aircraft gate frontage which, in combination with the LF on TA-3 
(B/C Satellite) will total 6,370 LF Average clear height of any interior public 
spaces shall not exceed a maximum of 25'7". Also included in this project is 
the demolition of 393,298 SF of existing buildings, including the International 
Terminal, Commuter Terminal, General Aviation Terminal and Hangars, and 
Concourse D." 



The demolition of Concourse D will not commence before the last date on 
which any of the Airline Parties having Phase I Exclusive Use Premises in 
Concourse D must surrender such Phase I Premises pursuant to the provisions 
of Section 4.03 of the Airport Use Agreement. 



\ 



AIRPORT DEVELOPMEN1 Pl_>3N 



z 



\ 




C 



yjz 



I .yf^^l^P Vj*** ' 1 



Terminal 1 



* 12.7.82 



TA-1 









3 

3 






X 



Number: TA-2 

Name: Commuter Terminal 

Airline Funded Total: $4,387,999 

Components 

a. Commuter Terminal 

b. Interim Commuter 



PL.>4N 

Date: 1/17/83 



Airline Funded Estimated Constr. 
Cost Start Complete 



$3,888,000 
$499,999 



9/85 
9/84 



8/86 
12/84 



Funding 
Priority 

II 

II 



ft 



X. 

=1 




Project Scope: 

Included is the development of a commuter airline concourse that provides 
approximately 1160 linear feet of aircraft parking frontage with some double 
parking areas. The concourse will contain a total of 30,000 square feet of 
building space for passenger hold areas, corridors and other public spaces. An 
interim facility for the commuter operation is included in this project. 



3 



r 



/HRPORI SSVELQPMEN1 f\-AN 



fl 




00 

=1 





3 

3 



Commuter Terminal 



TA-2 



\ 

r 






vfllRPORl DEVELOPMENl PI_>1N 



Number: TA-3 
Name: B/C Satellite 



Date: 



1/17/83 



X 

ft 



Airline Funded Total: $82,916,21 1 

Components 

a. B/C Satellite 



b. Pedestrian Tunnel/ 
Outbound Baggage 

c. Branch Utility Tunnel 
and Piping 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$47,570,269 



$31,381,020 



$4,479,300 



10/84 2/87 
10/87 6/88 



10/84 9/85 



10/84 9/85 
10/87 2/88 



I 







3 

3 






Project Scope: 

This project includes the construction of approximately 237,300 SF of 
enclosed satellite concourse building space (excluding utility/mechanical 
space in the penthouse and basement levels) and 264,150 SF of building space 
for underground pedestrian tunnel and an underground outbound baggage 
facility, for a total of 501,450 SF of enclosed building space. Not less than 
58% of the combined total enclosed building space (excluding 
utility/mechanical space in the penthouse and basement levels) of Projects 
TA-l(a), TA-3(a) and TA-3(b) will be Airline Exclusive Use Premises. This 
project provides for not less than 3,890 LF of aircraft gate frontage which, 
in combination with the LF of aircraft gate frontage on TA-1, will total 
6,370 LF. Also included in this projeect is the construction of a branch 
utility tunnel and piping for HVAC systems. Average clear height of any 
interior public spaces shall not exceed a maximum of 25'7". 




>MRPOm DEVELOPMENT r*\-AN 




B/C Satellite 



* 12.7.82 



TA-3 



a) 







1 

j 



»IRPOR"1 D6VELOPMGN1 r>\-AN 



Date: 



1/17/83 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



Number: TA-4 

Name: Terminal 3A/Concourse L 

Airline Funded Total: $32,667,346 

Components 

a. Terminal 3A/Concourse L 
Exclusive Use Premises 

b. Terminal 3A/Concourse L 
Public Use Premises 

c. Branch Utility Tunnel 

d. Associated Utilities 

e. Utility Tunnel to Parking 
Garage 

f. Pedestrian Tunnel Shell to 
Parking Garage 

g. Furnishings, Landscaping and 
Signage 

h. Additional Support for DGT/ 
40' Bay Expansion 

Project Scope: 

An extension of Terminal 3 is proposed in addition to a new L Concourse. 
Terminal 3 A will provide a building area of 156,900 SF and connect to 
Terminal 3 on both the upper and lower levels and be of a design and 
architectural quality consistent with the interior and exterior of Terminal 
3. Concourse L will also be constructed and provide 1,890 LF of aircraft 
gate frontage and approximately 170,700 SF of building space. Not less than 
55% of the combined total building space (excluding utility/mechanical space 
in the penthouse and basement levels) of project TA-4 will be airline 
Exclusive Use Premises. Development also includes expansion of the H&R 
Tunnel and utility systems, consistent with those of existing terminals and 
concourses. The estimated cost of the design, construction and equipping of 
project Component TA-4 (a) is $28,242,993 funded through the issuance of 
Special Facility Revenue Bonds pursuant to the Special Facility Use 
Agreement, dated as of August 1, 1982, between Delta Airlines Inc. and the 
City of Chicago. 



See Below 


9/82 


9/84 


I 


$26,086,652 


9/82 


9/84 


I 


$858,044 


9/82 


11/82 


I 


$578,996 


3/83 


9/83 


I 


$2,046,004 


3/83 


6/83 


I 


$2,257,292 


3/83 


6/83 


I 


$311,881 


5/84 


9/84 


I 


$528,477 


9/82 


3/83 


I 



ft 



=1 









fi 



yllRPORl D£VELOPM£N1 r*\-AN 




yi ^ <r3 s: 




Terminal 3A/Concourse L 



* 11.17.82 



TA-4 



0\ 

■x. 








\ 

r 



Number: TA-5 

Name: Electrical Relocation 

Airline Funded Total: $11,376,000 



DEVELOPMEN1 PLVlIM 

Date: 1/17/83 



Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


3 


a. Electrical Relocation 


$5,076,000 


9/84 


10/85 


I 




b. Relocation RB-40 Substation 


$6,300,000 


5/83 


12/83 


I 







Project Scope: 

This project includes the relocation of the RB-40 electrical substation and 
the related electrcal lines leading to and emanating from this facility. The 
substation is being relocated from the southeast side of the airport utility 
service area (adjacent to the Concourse L apron) to the northern part of the 
utility service area. 



3 

3 



\ 

r 



* 



■{ 



yaiRPom development puin 



\ 




ft 






vs 



+ 11.17.82 



Electrical Relocation 



TA-5 



DEVEt-OPMeiMl r*\-AN 

Date: 1/17/83 



Number: TA-6 

Name: Utilities At Central Terminal Area 

Airline Funded Total: $4,212,000 

Components 

a. Utilities at Central Terminal $4,212,000 



Airline Funded Estimated Constr. 
Cost Start Complete 



4/85 



11/85 



Funding 
Priority 

II 



ft 



)• 



■x. ! 

=1 > 







3> 
3 



Project Scope: 

This project provides for the development and expansion of utility systems in 
the central terminal area. Included are the Illinois Bell Telephone systems 
as well a the City of Chicago supervisory and signaling systems. 






AIRPORT DeVEUOPMSfSJT PL.y3N 




+ 11.17.82 



\ II 



=l > 



-Y; 



Utilities at Central Terminal Area XA 6 






»IRPORl D6VELOPMEN1 PL.»N 



Number: TA-7 

Name: Terminal 2/3 Additions 



Date: 1/17/83 



ft 



Airline Funded Total: $7,562,074 



Components 

a. Security Additions Concourses 
E/F, G and H/K 

(Category 2) 

b. Canopies 

c. Concourse Concession 
Improvements 

d. Restaurant Building 
Circulation Improvements 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



II 
II 



$2,799,360 


9/83 


8/84 


$3,801,600 


9/83 


8/84 


$961,114 


9/83 


8/84 


$0 


8/84 


3/85 



II 



0\ 



3 
=1 






Project Scope: 

This project encompasses the implemetation of miscellaneous terminal 
facility improvements. Proposed are new security screening areas for 
Concourses, E/F, G and H/K. The new security areas will be located over 
the baggage roadway behind (apron side) the terminal building on each side of 
the concourse. The new areas will provide approximately 7,200 SF of new 
building space at each concourse. The provision of a canopy for the DGT 
system for Terminals 2 and 3 consistent with the canopy development 
proposed for Terminal 1 is included. Also included is the improvement of 
concession spaces within the terminal and concourse buildings. 



5 

i 



\ 






AIRPORT DEVSLOPMSrVJl PL^JN 




Terminal 2/3 Additions 



* 11.17.82 



TA-7 










3 



3 

o 





.DPMEN1 


Date: 1/17/83 




4IRPOR1 DEVGL 

Number: TA-8 


Name: Cargo and Freight Forwarder 
Relocations (Share with IT-5) 










<*,. 


Airline Funded Total: $44,083,133 










Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


2>1 

s ! 

od : 


a. Replacement of Cargo 
and Freight Buildings 


$28,174,305 


10/84 


2/86 


II 




b. Associated Utilities 


$13,758,578 


10/84 


7/85 


II 


! 


c. Access Road to Cargo 


$2,150,250 


4/85 


9/85 


II 


i 



Project Scope: 

Included in this project are fund allocations for replacement of cargo and 
freight buildings as well as related truck aprons. The installation and 
development of new access roads and utility systems is also included as a 
part of the new southwest cargo site development. Allowances will reflect a 
pro-rata share of total square footage of facilities to be relocated including 
#1, Joint Use Cargo Building //2, Flying Tigers, United Airlines, TWA, Emery 
Air Freight, Airborne, KLM Cargo, and WTC Air Freight. 



3i 

- v 

(7 






(T\ 



\l 



\ 



>JIRPORl DEVELOPMENT PL^JN 




a) 



3 






* 11.17.82 



Cargo, and Freight Forwarder 
Relocations (Share with IT-5) 



TA-8 



yHRPORl DEVELOPMENT PL>IN 



Number: TA-9 

Name: H&R Plant Expansion (Share with IT-4) 

Airline Funded Total: $20,703,583 



Components 

a. Building Addition 

b. HTW Generator 

c. 4000 Ton Chiller 
(Category 1) 
4000 Ton Chiller 

d. Supervisory System 

e. Electrical Equipment 



Date: 1/17/83 



Airline Funde 
Cost 


d Estimated Constr. 
Start Complete 


Funding 
Priority 


$5,376,375 


9/84 


10/85 


II 


$3,058,560 


4/84 


10/85 


II 


$2,293,920 


5/83 


9/84 


I 


2,293,920 


4/84 


10/85 


II 


$3,840,404 


4/84 


10/85 


II 


$3,840,404 


4/84 


10/85 


II 



ft 



a) 








Project Scope: 

This project provides for a 75,000 SF expansion of the H&R Plant and new 
equipment which includes two High Temperature Water Generator, two 4000 
ton chillers, a supervisory system and all related electrical components. 



3 



US 



AIRPORT DEVELOPMENI PL^JN 



fl 




a) 

=1 



3 

(7 



* 11.17.82 



H&R Plant Expansion 
(Share with FT-4) 



TA-9 



VllRPOFTI D6VELOPMEN1 



Number: TA-10 

Name: Relocated FIS Facility 
Category 1) 

Airline Funded Total: $16,666,560 



Components 

a. Terminal 

b. Buses 

c. Associated Roadwork 

d. Facility Restoration 



P1_>4N 

Date: 1/17/83 



Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


$12,182,400 


7/83 


6/84 


I 


$2,799,360 


1/84 


6/84 


I 


$1,188,000 


7/83 


11/83 


I 


$496,800 


10/88 


12/88 


I 



ft 



X. 

=1 



3 



Project Scope: 

This project includes the development of an international passenger 
processing facility. This facility, proposed to be located in the existing 
parking structure, will provide 250,000 S.F. of building space for airline 
ticketing and baggage functions as well as Federal Inspection Service 
facilities. Related items included in this project are busses, and roadway 
work to provide access to the FIS Relocation Facility, as well as the 
restoration of the facility back to its original use at such time as such 
facilities are no longer needed. 



1 

\ 

p 



AIRPORT D6VELOPMEN1 PL^IN 




Relocated FIS Facility 



* 12.7.82 



TA-10 






=1 



3 
3 



3 
a/ 

\ 



Number: TA-11 

Name: Extension and Improvement Concourse K 

Airline Funded Total: $3,240,000 



Date: 1/17/83 



Components 

a. Extension and Improvement 
Concourse K 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$3,240,000 



1/85 12/85 



ft 



a) 
=1 



3 

3 



Project Scope: 

This project includes a 200 foot building extension of Concourse K providing 
21,700 SF of building space of which not less than 70% will be airline 
Exclusive Use Premises. A total of 500 LF of aircraft gate frontage is 
provided by the extension. 



3 

i 

i 



AIRPORT D£VELOFM£N1 PI_>!JN 




r 



) /orv r 



2/ 

* 11.17.82 













3 

3: 

IT' 



Extension and Improvement 
Concourse K 



TA-11 



Number: TA-12 

Name: Post Office (Share with IT-6) 

Airline Funded Total: $1,707,573 

Components 

a. Post Office 

b. Truck Apron 



DEVELOPMEN1 PI_>1N 

Date: 1/17/83 



Airline Funded Estimated Constr. 
Cost Start Complete 



$986,523 
$721,050 



11/84 
5/85 



2/86 
7/85 



Funding 
Priority 

II 

II 



ft* 



a) 

=1 








Project Scope: 

This project provides for the replacement of the existing Post Office 
building. The new/replacement facility is to be constructed in the southwest 
cargo site. The costs for this project include new construction of the 
building, associated truck apron and parking areas and reflect the net present 
value of the existing facilities. 



3 
l 

a 






AIRPORT DSVELOPMEN1 PL>!JN 



X 




%tm> 




Post Office (Share with IT-6) 



* 11.17.82 



TA-12 



3: 




3 

1 

\ 

r 



VHRPOR1 DEVELOPMGN1 PL.>1ISJ 



Number: TA-13 




Date: 1/17/ 


33 


Name: Flight Kitchen Relocations 








Airline Funded Total: $0 










Airline Funded 


Estimated Constr. 


Funding 


Components 


Cost 


Start Complete 


Priority 


a. Flight Kitchens 


$0 


9/83 8/84 





y 







Project Scope: 

The relocation of the existing Dobbs House and Marriot flight kitchen is 
required to provide the necessary right-of-way and clear area for the 
relocation of the Inner/Outer Taxiway in the Concourse K and L area. The 
funding allocation for the relocation of these facilities is zero. 



3 






yllRPORl DEVELOPMEN1 r*i-AN 




Flight Kitchen Relocations 



•* 11,17.82 



TA-13 



(ij 



ySIRPORl OGVELOPMGN1 

Number: TA-14 

Name: Extension and Improvement of 
Concourse F 

Airline Funded Total: $1,620,000 



PI_»N 

Date: 1/17/83 



Components 

a. Extension and Improvement of 
Concourse F 



Airline Funded 
Cost 



$1,620,000 



Estimated Constr. 
Start Complete 



3/86 2/87 



Funding 
Priority 






a) 




3 



Project Scope: 

This project includes a 100 foot building extension to Concourse F, providing 
10,700 SF of building space of which not less than 70% will be airline 
Exclusive Use Premises. A total of 310 LF of aircraft gate frontage is 
provided by the extension. 



3 1 



\ 

i 



AIRPORT DEVELOPMENT PL^JN 




Extension and Improvement 
of Concourse F 



* 11.17.82 



TA-14 



K 



0\ 



e 



3 

* 
& 

3 



n 

T 



AIRPORT DEVELOPMEN1 PL>1N 



\) 



Number: TA-15 

Name: Extension and Imrprovement of 
Concourse G 

Airline Funded Total: $1,620,000 



Components 

a. Extension and Improvement of 
Concourse G 



Date: 



1/17/83 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$1,620,000 



7/86 6/87 



7< 



3 



Project Scope: 

This project includes a 100 foot building extension to Concourse G, providing 
10,700 SF of building space of which not less than 70% will be airline 
Exclusive Use Premises. A total of 310 LF of aircraft frontage is provided by 
the extension. 



1 



\ 

P 






AIRPORT DEVELOPMENT PL>5N 




Extension and Improvement 
of Concourse G 



* 11.17.82 



TA-15 



ft 







3 

3: 



3 

r 



»IRPOR1 DEVELOPMEN1 PL.4N 



Number: TA-16 

Name: Extension and Improvement of 
Concourse H 

Airline Funded Total: $1,620,000 



Components 

a. Extension and Improvement of 
Concourse H 



Date: 



1/17/83 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$1,620,000 



10/86 9/87 



ft 

M 







5 

3 



Project Scope: 

This project includes a 100 foot building extension to Concourse G, providing 
10,700 SF of building space of which not less than 70% will be airline 
Exclusive Use Premises. A total of 300 LF of aircraft gate frontage is 
provided by the extension. 



3 



c/> 






AIRPORT DEVELOFMEN1 PL^IN 




Extension and Improvement 
of Concourse H 



+ 11.17.82 



TA-16 



ft 



a) 




2 



5 









yHRPOFTI DEVELOPMGN1 Pl_Vll\l 



Number: TA-17 

Name: Inter-Line Baggage Improvements 



Date: 



1/17/83 






Airline Funded Total: $0 

Components 

a. Baggage Improvements 



Airline Funded Estimated Constr. Funding 

Cost Start Complete. Priority 



$0 



1/89 12/89 






3 



Project Scope: 

This project includes improvements to the inter-line baggage system which 
may include the installation of a mechanized transport/sort system. The 
funding allocation for this project is zero. 



3 
1 



\ 

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PURPORT SEVELOFMEN1 PI./4N 




3 

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Inter-Line Baggage Improvements T A— 1 7 





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A 



JMMARY SHEET (1/17/83) 



ERMINAL SUPPORT CRC 
^PITAL PROJECTS 

3-1. Central Terminal Curb- 
front Expansion 

5-2. Central Terminal 

Recirculation Improvements 

3-3. NW Tollway Connection/ 
Wolf to Zemke 

i-4. Remote Parking East 



1-5. 



Old Mannheim 
Improvements 



r6. DGT Inter-Terminal 

-7. DGT East Remote 
Parking 

-8. Access Roadway 
Improvements 

-9. Ramps and Roadways at 
Old Mannheim 



JfeVtel-Or-IVIfeP 


n r-l-^II 


AIRLINE 


ft 




FUNDING 


FUNDED 




CATEGORY 1 CATEGORY 2 


PRIORITY I 


TOTALS 






$15,940,108 


$15,940,108 




its 




$9,288,000 









$23,832,000 








$13,310,363 


3 

~ 






$1,512,000 


3: 


$43,766,491 




$43,766,491 . 








$44,454,530 


C7 






$3,240,000 








$9,998,618 


3 



TOTALS 



$0 $43,766,491 $15,940,108 $165,342,110 



AIRPORT DEVELOPMENT PL..AN 



Number: TS-1 

Name: Central Terminal Curbfront Expansion 

Airline Funded Total: $15,940,108 



Date: 



1/17/83 



Components 

a. Outer Curbfront Expansion 

b. Terminal 3A Upper and 
Lower Roadways 



Airline Funded Estimated Constr. 
Cost Start Complete 



$8,259,378 



$7,680,730 



1/86 2/87 



3/83 4/84 



Funding 
Priority 

I 



ft* 



03 



2 
3 



Project Scope: 

Included in this project are the addition of one traffic lane to the existing 
terminal roadway and the extension of the upper and lower levels of the 
roadway along Terminal 3A. The provision of roadway signs and bus shelters 
for Terminal 3A are also part of this project. 



3 

\ 

(XI 



yfHRPORl DEVELOPMGN1 PL>!JN 



^ 









3 
7 



3 



3 



* 11.17.82 



Central Terminal 
Gurb-front Expansion 



TS-1 



4IRPOR1 DEVELOPMEN1 

Number: TS-2 

Name: Central Terminal Recirculation Improvements 

Airline Funded Total: $9,288,000 



PI_>1N 

Date: 1/17/83 



Components 

a. Recirculation Roadway 
Improvements 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$9,288,000 



1/86 2/87 



II 



^ 






Project Scope: 

A grade separated roadway and ramps connecting the terminal roadway 
entrance, exit, and parking facilities. 



\ 

=1 



AIRPORT DEVELOPMENT PI_>9fSJ 







03 

=1 



3 
(7 



3 



♦ 11.17.82 



Central Terminal 
Recirculation Improvements 



TS-2 



Number: TS-3 

Name: NW Tollway Connection Wolf to Zemke 

Airline Funded Total: $23,832,000 



PLvMM 

Date: 1/17/83 



Components 

a. NW Tollway Connection 
(includes modification of 
related existing Tollway 
facilities) 

b. ROW Acquistition 



Airline Funded Estimated Constr. 
Cost Start Complete 



$22,032,000 
$1,800,000 



9/84 10/85 

11/83 8/84 



Funding 
Priority 



II 
II 



ft 



X. 

=1 



3 



Project Scope: 

This project involves the provision of entrance and exit ramps to and from 
the NW Tollway to provide more direct access for airport traffic from the 
northwest. These ramps will provide access to Wolf and Zemke roads. A 
roadway connecting to Old Mannheim Road is also included. Outside funds 
amounting to $10,000,000 will be sought to complete this project. 






03 J 



DEVELOPMENT Fl-AN 



\ 










■» 11.17.82 



NW Tollway Gonnection/ 
Wolf to Zemke 



TS-3 



Number: TS-4 

Name: Remote Parking East 

Airline Funded Total: $13,310,363 

Components 

a. Remote Parking 



DEVELOPMEN1 PI-»N 

Date: 1/17/83 



Airline Funded Estimated Constr. 
Cost Start Complete 



$13,310,363 



9/85 6/86 



Funding 
Priority 

II 



fl 
& 

& 



X. 



3 
y 

& 

^ 



Project Scope: 

TS-4 encompasses provision of at-grade parking between Old Mannheim Road 
just North of the existing Lot C. Additional parking will also be provided 
west of Old Mannheim Road. Parking will be provided for airline passengers, 
rental car facilities and employees. 



3 

i 



PL>3fSJ 




V 
ft 



a) 



3 
7 

«* 

^ 



3 



* 11.17.82 



Remote Parking East 



TS-4 






Number: TS-5 

Name: Old Mannheim Improvements 

Airline Funded Total: $1,512,000 

Components 

a. Mannheim/Old Mannheim 
Connector Road 

b. Old Mannheim Improvements 



PL^IN 

Date: 1/17/83 



Airline Funded Estimated Constr. 
Cost Start Complete 



$756,000 
$756,000 



1/86 
1/86 



6/86 
6/86 



Funding 
Priority 



II 
II 






=1 



Project Scope: 

Included in this project is the construction of a connector road between 
Mannheim and Old Mannheim Roads just north of Parking Lot C. Also a part 
of this project is the rehabilitation/improvement of Old Mannheim Road. 






I- 1 

Ob * 



AIRPORT DEVELOPMENT PL>9N 




Old Mannheim Improvements 



* 11.17.82 



TS-5 



ft' 

0'. 



a) 



3 

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3 



3 

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i 



Number: TS-6 



DEVELOFMEN1 PI.»N 

Date: 1/17/83 



Name: DGT Inter-Terminal 
(Category 2) 

Airline Funded Total: $43,766,491 



Components 

a. Stations 

b. Structure and Guideway 

c. Electric and Control 
Systems 

d. Equipment 



Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


$2,700,000 


7/84 


5/85 


II 


$9,257,976 


4/84 


5/85 


II 


$1,617,001 


11/84 


12/85 


II 


$30,191,514 


11/84 


12/85 


II 






X. 

=1 



5 

3 



Project Scope: 

The DGT Inter Terminal project consists of two DGT stations as well as the 
necessary structures, guideway, electric and control systems, and equipment 
for the Central Terminal Area only. A third station will be included in 
Terminal 1. 



§ 
ft 



AIRPORT DEVELOFMEN1 PL>5N 







a) 




3 



* 11.17.82 



DGT Inter-Terminal 



TS-6 



»IRPOR"I DEVELOPMEN1 

Number: TS-7 

Name: DGT East Remote Parking 

Airline Funded Total: $44,454,530 



Date: 1/17/83 






Components 


Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Fund 
Prioi 


ing 
-ity 




a. Stations 


$5,400,000 


12/84 


10/85 


II 




=1 


b. Structure and Guideway 


$11,401,048 


9/84 


10/85 


II 







c. Electric and Control 
Systems 


$1,294,998 


4/85 


5/86 


II 






d. Equipment 


$26,358,484 


4/85 


5/86 


II 




\\\ 



3 



Project Scope: 

This project represents an extension of the DGT Inter-Terminal system to 
serve the East remote parking facilities. It will extend from the 
International Terminal to the East parking area and includes provision for 
four DGT stations and the necessary structures, guideway, electrical and 
control systems, and equipment. 






\ 



>l 



AIRPORT DEVELOPMENT PU^JN 







=1 







3 
3 



3 



3 

09 



DGT East Remote Parking 



Number: TS-8 

Name: Access Roadway Improvements 

Airline Funded Total: $3,240,000 

Components 

a. Access Road Widening 

b. Access Roadway Signage 



□EVELQPMEN1 Pl_V*N 

Date: 1/17/83 



Airline Funded Estimated Constr. 
Cost Start Complete 



$3,240,000 
$0 



5/86 2/87 



Funding 
Priority 

II 






3 
t 

& 

3 



Project Scope: 

This project consists of lane improvements along the Access Roadway 
between Old Mannheim Road on the West and the RR crossing on the East. 
An additional 13.8 million dollars will be sought from outside sources to 
complete selected elements excluded from this Project. 



09 > 



AIRPORT DGVELOPM6N1 PI-V3N 




3: 
=1 





3 

7- 

3 



(ft 



\ 



■» 11.17.82 



Access Roadway Improvements 



TS-8 



Number: TS-9 

Name: Ramps and Roadways at Old Mannheim 

Airline Funded Total: $9,998,618 



Date: 1/17/83 



Components 

a. Parking on grade 

b. International Recirculation 
Roads 

c. Access Road Modifications 






Airline Funded 


Estimated Constr. 


Fund 


ing 


3& 


Cost 


Start 


Complete 


Prior 


ity 


od 


$831,600 


5/87 


7/87 


II 




^ 


$2,901,960 


4/87 


6/88 


II 







$6,265,058 


4/87 


6/88 


II 




? 

t 










- 


0* 



Project Scope: 

Included are roads serving the International Terminal, new ramps connecting 
Old Mannheim Road with the Access road (1-190), and 4.5 acres of at-grade 
parking in front of the International Terminal. In additiom, the ramp 
connecting the southbound lanes of Mannheim Road with the westbound 
(inbound) lanes of the Access road will be modified to feed into Old 
Mannheim Road directly across from a new ramp to the Access road. 



3 









\ 



I 



AIRPORT DEVELOPMEN1 PL>!JN 




ft 



=1 




3 






■» 11.17.82 



Ramps and Roadways 
at Old Mannheim 



TS-9 



hi 



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3 
3 



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»IRPORl DEVELOPMEN1 PL>*N 



MMARY SHEET (1/17/83) 



rERNATIONAL TERMINAL CRC 


CATEGORY 1 


CATEGORY 2 


FUNDING 
PRIORITY I 


AIRLINE 

FUNDED 

TOTALS 

$30,814,232 


X. 




?ITAL 


PROJECTS 


-1. 


International Terminal 
Foreign Flag Areas 


-2. 


Federal Inspection 

Facilities 








$31,559,106 


-3. 


H&R Tunnels 


2,619,540 






$9,287,460 




-4. 


H&R Plant Expansion 
(Share with TA-9) 
IT-4c 4000 Ton Chiller 


$298,080 


$0 


$298,080 


$2,690,297 


I 


•5. 


Cargo, and Freight 
Forwarder Relocations 
(Share with TA-8) 








$6,350,235 


' 3 


■6. 


Post Office 
(Share with TA-12) 

TOTALS 


- 






$246,172 


(7 
Si 


$2,917,620 


$0 


$298,080 


$80,947,502 














4 














XXI 








i 






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s 






Number: IT-1 



DEVELOPM6N1 PI-»N 

Date: 1/17/83 



Name: International Terminal Foreign 
Flag Areas 

Airline Funded Total: $30,814,232 



Components 

a. Foreign Flag Terminal/ 
Concourse Area 

b. Demo. Existing Buildings 
(Post Office, Cargo &Freight 
Buildings, Share wLh IT-2) 

c. Utility Service 
(Share with IT-2) 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$24,882,812 



$689,748 



$5,241,672 



3/86 8/88 



3/86 6/86 



3/86 2/87 



II 



II 



II 



0\ 





? 



H 

(7 






Project Scope: 

This project provides for the construction 182,750 SF of terminal space for 
foreign flag airlines. This provides for exclusive and joint use airline spaces, 
as well as, public spaces in the terminal and Concourses of the proposed 
International Terminal. Also included is the demolition of the Joint Use 
Cargo Building #1, Joint Use Cargo Building //2, Flying Tiger, United 
Airlines, TWA, Emery Air Freight, KLM Cargo, Airborne Freight, WTC 
Freight and the Post Office buildings. Existing buildings will be demolished. 
Utility service for the foreign flag terminal spaces include the provision of 
storm sewers, telephone, electrical, sanitary sewers, water and gas system 
extension to the building. The demolition cost and utility development costs 
are shared with project IT-2. 



w I 



AIRPORT DGVSLOPMSfSn PL^JN 




J CDC 



a) 

=1 





3 



G\ 



* 11.17.82 



International Terminal 
Foreign Flag Areas 



IT-1 



Number: IT-2 

Name: Federal Inspection Facilities 

Airline Funded Total: $31,559,106 

Components 

a. Federal Inspection Area 

b. Terminal/Concourse Areas 
(Non-Foreign Flag) 

Pc. Demolition of Existing 
Buildings (Share with IT-1) 

d. Utility Service (Share with 
IT-1) 



DEVELOPMEN1 PL..4N 

Date: 1/17/83 



Airline Funded Estimated Constr. Funding 

Cost Start Complete Priority 



$20,051,550 



$5,576,138 



$689,746 



$5,241,672 



6/86 8/88 



3/86 8/88 



3/86 6/86 



3/86 2/87 



II 



II 



II 



II 






Project Scope: 

Included in this project are terminal building spaces in the international 
terminal for the Federal Inspection area, and the non-foreign flag users of 
the international terminal. The Federal Inspection area will provide 140,750 
SF of building space for the primary inspection area, inbound baggage claim 
, area, offices and support space, and a sterile corridor leading from the 
aircraft to the FIS area. Terminal building space for exclusive, joint use and 
related public non-foreign flag airline spaces totals 39,500 SF of building 
area. Also included is the demolition of the Joint Use Cargo Building //l, 
Joint Use Cargo Building //2, Flying Tiger, United Airlines, TWA, Emery Air 
Freight, KLM Cargo, Airborne Freight, WTC Freight and the Post Office 
buildings. Utility service for the foreign flag terminal spaces include the 
provision of storm sewers, telephone, electrical, sanitary sewers, water and 
gas system extension to the building. The demolition cost and utility 
development costs are shared with project TA-8. 







3 
3 



I 



yMRPOFTI DEVSLOPMSN1 FL->?N 




3 CDC 



^ 



L 






^S 



Federal Inspection Facilities 



-t 11.17.82 



IT-2 



HI 
5V 







5 






3 

09 



»IRPORl DEVELOPMEN1 PL^N 

Number: IT-3 Date: 1/17/83 

Name: H&R Tunnels 

Airline Funded Total: $9,287,460 

3J 



Airline Funded Estimated Constr. Funding 



a. Tunnel and Pipe to International 

(From Concourse L) $2,619,540 4/83 12/86 II 

b. Tunnel and Pipe at International $6,667,920 4/83 12/86 II 



Project Scope: 






Components Cost Start Complete Priority $J 



=1 



H 



31 



This project includes the extension of the utility tunnel and piping system to ^rl 

the International Terminal. The system will extend from the L Concourse _^ 

branch of the "Ring Tunnel" and extend under the Inner/Outer Taxiway »-| 

system and International Apron to the terminal building. Additional sections 
of the tunnel and piping systems will be constructed throughout the 
International Terminal building. , 



AIRPORT DEVELOPMeNI PU^JISJ 




H&R Tunnels 



* 11.17.82 



IT-3 






a) 





3 



2 

09 



»IRPORl DEVELOPMEN1 PLVIIM 

Number: IT-4 Date: 1/17/83 

Name: H&R Plant Expansion (Share with TA-9) 
Airline Funded Total: $2,690,297 



Components 



a. Building Addition $698,625 9/84 8/85 II 

b. HTW Generators 



c. 4000 Ton Chiller 
(Category 1) 
4000 Ton Chiller 

d. Supervisory System 



Airline Funded 
Cost 


Estimated Constr. 
Start Complete 


Funding 
Priority 


$698,625 


9/84 


8/85 


II 


$397,440 


4/84 


10/85 


II 


$298,080 


5/83 


9/84 


I 


$298,080 


4/84 


10/85 


II 


$499,036 


4/84 


10/85 


II 


$499,036 


4/84 


10/85 


II 



I 



3 

Hi 
5V 



0\ 



e 



e. Electrical Equipment $499,036 4/84 10/85 II ip 

- - 5 



Project Scope: ~, 

W 

This project provides for a 75,000 square foot expansion of the H&R Plant ^ 

and new equipment which includes two High Temperature Water Generators, 

two 4000 ton Chillers, a supervisory system and all related electrical 

components. (|\ 



\ 



Ob 



AIRPORT DSVELOPMSN1 Pl-ySN 




H&R Plant Expansion 
(Share with TA-9) 



* 11.17.82 



IT-4 



Hi 



5 
a) 





3: 



3 

09 



Number: IT-5 



DEVELOPMEN1 P1./IN 

Date: 1/17/83 






Name: Cargo and Freight Forwarder 
Relocations (Share with TA-8) 

Airline Funded Total: $6,350,235 



Components 

a. Replacement of Cargo 
and Freight Buildings 

b. Associated Utilities 

c. Access Road to Cargo 



Airline Funded Estimated Constr. 
Cost Start Complete 



4,056,743 

$1,983,502 

$309,990 



10/84 2/86 
10/84 7/85 
4/85 9/85 



Funding 
Priority 



II 
II 
II 









Project Scope: 

Included in this project are fund allocations for replacement of cargo and 
freight buildings as well as related truck aprons. The installation and 
development of new access roads and utility systems is also included as a 
part of the new southwest cargo site development. Allowances will reflect a 
pro-rata share of total square footage of facilities to be relocated including 
#1, Joint Use Cargo Building #2, Flying Tigers, United Airlines, TWA, Emery 
Air Freight, Airborne, KLM Cargo, and WTC Air Freight. 



3 
1 

\ 

to 



AIRPORT DSVELOPMEN1 Pl_>3N 




Cargo and Freight Forwarder 
Relocations (Share With TA-8) 



* 11.17.82 



IT-5 



od 




3 



09 






>4IRPOR~l DEVELOPMEN1 PL.»N 

Number: IT-6 Date: 1/17/83 

Name: Post Office (Share with TA-12) 
Airline Funded Total: $246,172 

Airline Funded Estimated Constr. Funding 

Components Cost Start Complete Priority rr 

=1 



a. Post Office $142,222 11/84 2/86 II 

b. Truck Apron $103,950 5/85 7/85 II 



p 



3 



Project Scope: 

This project provides for the replacement of the existing Post Office 
building. The new/replacement facility is to be constructed in the southwest 
cargo site. The costs for this project include new construction of a building 
associated truck apron and parking areas and reflect the net present value of 
the existing facilities. 



Ob * 



AIRPORT DeVSL-OPMEISJl PL-^fSJ 



_ iL 








(7 






* 11.17.82 



Post Office (Share with TA-12) 



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EXHIBIT 
I 



CITY OF CHICAGO 

1983 CHICAGO-O'HARE INTERNATIONAL AIRPORT 
GENERAL AIRPORT REVENUE BOND ORDINANCE 



Adopted: , 1983 



f 

1 

I 

\ 

1 

v 

A. 



TABLE OF CONTENTS 



1 



ARTICLE I 
DEFINITIONS AND INTERPRETATION 



Page 



Section 101. 
Section 102. 
Section 103. 
Section 104. 
Section 105. 
Section 106. 



Short Title 1 

Definitions 1 

Interpretation 14 

Severability of Invalid Provisions 15 

Successors and Assigns 15 

Parties Interested Herein 15 



ARTICLE II 
AUTHORIZATION, OBLIGATION AND ISSUANCE OF BONDS 



Section 201 
Section 202 
Section 203 
Section 204 
Section 205 
Section 206 

Section 207 

Section 208 



Section 301 
Section 302 
Section 303 
Section 304 
Section 305 

Section 306 
Section 307 

Section 308 



Authorization for Ordinance. ......... 

Ordinance to Constitute Contract. .... 

Authorization of Bonds ................ 

Source of Payment; Pledge of Revenues 
Issuance and Delivery of Bonds. ....... 

Conditions Precedent to Delivery 

of any Series 

Conditions Precedent to Delivery of 

any Series of Refunding Bonds ....... 

Application of Proceeds of Bonds and 

Refunding Bonds 



15 
16 
16 
16 
17 

17 

20 

20 



ARTICLE III 

GENERAL TERMS AND PROVISIONS OF BONDS 

Title and Date of Bonds 21 

Payment Dates 21 

Legends - : 21 

Place and Medium of Payment 21 

Form and Denominations; 

Payment of Interest 22 

Inter change ability of Bonds 22 

Negotiability, Transfer 

and Registry 23 

Regulations With Respect 

to Exchanges and Transfers 24 



1 

V 






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•\ 



Section 309 

Section 310 

Section 311 

Section 312 
Section 313 



Page 

Bonds Mutilated, Destroyed, 

Stolen or Lost 25 

Preparation of Definitive 

Bonds , Temporary Bonds 25 

Cancellation and Destruction 

of Bonds or Coupons 26 

Execution 26 

Authentication 27 



Section 401 
Section 402 
Section 403 
Section 404 
Section 405 



ARTICLE IV 

CONSTRUCTION FUND 

Deposits in Construction Fund 28 

Costs of Capital Projects 28 

Disbursements from Construction Fund 29 

Progress Reports and Completion Certificate.... 31 

Disposition of Remaining Balances 31 



Section 501 
Section 502 
Section 503 
Section 504 
Section 505 



ARTICLE V 

REVENUES AND FUNDS 

Creation of Funds and Accounts 33 

Deposit of Revenues 34 

Disbursement from Revenue Fund 34 

Use of Funds 37 

General Regulations as to Investments 38 



ARTICLE VI 



Section 601 

Section 602 

Section 603 

Section 604 

Section 605 
Section 606 



REDEMPTION OF BONDS 

Privilege of Redemption 

and Redemption Price 39 

Redemption at the Election 

or Direction of the City 39 

Redemption Otherwise Than 

at City' s Election or Direction. * 40 

Selection of Bonds to 

be Redeemed by Lot 40 

Notice of Redemption 40 

Payment of Redeemed Bonds 41 



-li- 



Section 


701. 


Section 


702. 


Section 


703. 


Section 


704. 


Section 


705. 


Section 


706. 


Section 


707. 


Section 


708. 


Section 


709. 


Section 


710. 


Section 


711. 


Section 


712. 


Section 


713. 


Section 


714. 



Pa^e 



ARTICLE VII 

COVENANTS OF THE CITY 

Equality of Security 

Equality of Bonds 

Punctual Payment. ................... 

Against Pledge of Revenues .......... 

Offices for Servicing Bonds ......... 

x ns lut snc ^ ••««••**•*•••••*•»•»*•••••• 

Use of Insurance Proceeds ........... 

Annual Audit. ....................... 

Power to Issue Bonds and Make 

Pledge Contained in Section 204... 

Further Assurances 

Prompt Acquisition and Construction. 

Tax Covenants 

Airport Use Agreements 



42 
42 
42 
43 
43 
43 
44 
45 
46 

46 
46 
46 
47 
47 



! 

1 



Section 801 
Section 802 
Section 803 
Section 804 
Section 805 
Section 806 



Section 901. 



Section 902 
Section 903 



ARTICLE VIII 

ADMINISTRATION OF AIRPORT 

Management ........................... 

Operation and Maintenance of Airport. 
Maintenance of Powers ............... 

Independent Airport Consultant. ...... 

Airport Budget 

Leases and Concessions .............. 



48 
48 
49 
49 
49 
49 



ARTICLE IX 
SPECIAL FACILITIES 

Construction, Installation and 

Acquisition of Special Facility 

Improvements 50 

Authorization 50 

Special Facility Revenue Bonds 50 



1 






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Page 



ARTICLE X 



SUPPLEMENTAL ORDINANCES 



Section 1001 
Section 1002 
Section 1003 
Section 1004 



Supplemental Ordinances Effective Upon 

Filing With the Trustee 51 

Supplemental Ordinances Effective 

Upon Consent of Trustee 52 

Supplemental Ordinances Effective 

With Consent of Bondholders 52 

General Provisions 52 



ARTICLE XI 



Section 1101 

Section 1102 
Section 1103 
Section 1104 
Section 1105 
Section 1106 



AMENDMENTS 

Mailing and Publication of 

Notice of Amendment 53 

Powers of Amendment 53 

Consent of Bondholders 54 

Modifications by Unanimous Consent 56 

Exclusion of Bonds 56 

Notation on Bonds ". 56 



Section 1201 
Section 1202 
Section 1203 
Section 1204 
Section 1205 

Section 1206 

Section 1207 

Section 1208 
Section 1209 
Section 1210 
Section 1211 



ARTICLE XII 

DEFAULT AND REMEDIES 

Events of Default 57 

Remedies 57 

Priority of Payments After Default 58 

Termination of Proceedings 59 

Bondholders ' Direction 

of Proceedings 60 

Limitation on Rights 

of Bondholders 60 

Possession of Bonds by 

Trustee Not Required 61 

Remedies Not Exclusive 61 

No Waiver of Default 61 

Notice to Bondholders 61 

Subordination of Detached Coupons 62 






-IV- 



Section 1301 
Section 1302 

Section 1303 
Section 1304 
Section 1305 

Section 1306 
Section 1307 
Section 1308 
Section 1309 
Section 1310 
Section 1311 

Section 1312 
Section 1313 
Section 1314 



Section 1315 
Section 1316 



ARTICLE XIII 



CONCERNING THE FIDUCIARIES 



Pa^e 



62 



Trustee 

Appointment and Acceptance 

of Duties of Paying Agents .................. 63 

Funds Held in Trust and Security Therefor. .... 63 

Responsibility of Fiduciaries ................. 64 

Evidence on Which Fiduciaries 

Compensation and Expenses ..................... 65 

Permitted Acts and Functions 65 

Resignation of Trustee 65 

Removal of Trustee 65 

Appointment of Successor Trustee. 66 

Transfer of Rights and Property 

to Successor Trustee 66 

Merger or Consolidation 67 

Adoption of Authentication 67 

Resignation or Removal of 
Paying Agents and Appoint- 
ment of Successors .......................... 67 

Evidence of Signatures of 

Bondholders and Ownership of Bonds. .......... 68 

Preservation and Inspection 

of Documents ................................ 69 



v 
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ARTICLE XIV 



Section 1401 
Section 1402 

Section 1403 

Section 1404 
Section 1405 



MISCELLANEOUS 

Defeasance 69 

Funds Held for Particular 

Bonds and Coupons 70 

No Recourse Under Ordinance 

or on Bonds 71 

Conflict 71 

Publication; Effective _ate 71 






-v- 



I 



AN ORDINANCE AUTHORIZING 

THE ISSUANCE 

BY THE CITY OF CHICAGO OF ITS 

CHI CAGO-O' HARE INTERNATIONAL AIRPORT 

GENERAL AIRPORT REVENUE BONDS, 

AND PROVIDING FOR THE PAYMENT OF 

AND SECURITY FOR SAID BONDS 



WHEREAS, the City of Chicago is a home rule unit of local 
government, duly organized and existing under the laws of the 
State of Illinois, and in accordance with the provisions of 
Section 6(a) of Article VII of the 1970 Constitution of the State 
of Illinois is authorized to own and operate commercial and 
general aviation facilities; and 

WHEREAS, the City currently owns and operates an airport 
known as Chicago-O'Hare International Airport; and 

WHEREAS, the City has heretofore cetermined to improve and 
expand said airport and to issue Bonds (as hereinafter defined), 
payable solely from Revenues (as hereinafter defined), to pay the 
cost of improvements to, and expansions of, said airport. 

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

ARTICLE I 

DEFINITIONS AND INTERPRETATION 

Section 101. Short Title . This ordinance may hereafter be 
cited as the "1983 Chicago-O'Hare International Airport General 
Airport Revenue Bond Ordinance . " 



1 






Section 102. Definitions . The following terms, for all 
purposes of this Ordinance, and of any ordinance amendatory or 

supplemental hereto, and of any certificate, opinion or other & 

document herein mentioned, shall have the meanings herein speci- 
fied unless the context clearly indicates otherwise:. \i 

"Accounts" means the special accounts created and established i 

pursuant to Articles IV and V. \\ 



"Aggregate Debt Service" means, as of any particular date of 
computation and with respect to a particular Bond Year or other 
specified 12 -month period, an amount of money equal to the aggregate 
of the amounts of Annual Debt Service with respect to such Bond 
Year or other specified 12 -month period and to the Bonds of all H^ 

Series. V 



i 



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$ 

^ 






"Air Transportation Business" means the carriage by aircraft 
of persons or property as a common carrier for compensation or 
hire, or the carriage of mail, by aircraft, in commerce, as 
defined in the Federal Aviation Act of 1958, as amended. 

"Airline Party" means, at any time, any person actively 
engaged in the Air Transportation Business at the Airport who 
then has an Airport Use Agreement in effect with the City, either 
directly or through a valid assignment. 

"Airport" means Chicago-O'Hare International Airport as 
shown on Exhibit A attached to the Airport Use Agreements, 
together with any additions thereto, or improvements or enlarge- 
ments thereof, hereafter made, but any land, rights-of-way, or 
improvements which are now or hereafter owned by or are part of 
the transportation system operated by the Chicago Transit Author- 
ity, or any successor thereto, wherever located within the bound- 
aries of the Airport, shall not be deemed to be part of the 
Airport. 






"Airport Development Fund" means the Airport Development 
Fund created pursuant to Article VII of the Airport Use Agreements. 

"Airport Development Fund Deposit Requirement" for any 
Fiscal Year means any amount required to be deposited in the 
Airport Development Fund from any source in any Fiscal Year under 
the Airport Use Agreements. 

"Airport Development Plan" means the Airport Development 
Plan as said term is defined in the Airport Use Agreements. 

"Airport Fees and Charges" means Airport Fees and Charges as 
said term is defined in the Airport Use Agreements . 

"Airport Fund" means the Airport Fund created pursuant to 
Article VII of the Airport Use Agreements. 

"Airport Use Agreements" means (a) the airport use agreement 
and terminal facilities leases entered into between the City and 
various companies engaged in the Air Transportation Business as 
authorized by an ordinance adopted by the City Council of the 
City on , 1983, entitled: 

"AN ORDINANCE AUTHORIZING THE CITY OF CHICAGO TO 
EXECUTE NEW AIRPORT USE AGREEMENTS WITH UNITED 
AIRLINES, INC., AMERICAN AIRLINES, INC., TRANS 
WORLD AIRLINES, INC., NORTHWEST ORIENT AIRLINES, 
INC., DELTA AIR LINES, INC., AND US AIR, INC.," 

(b) each other airport use agreement and terminal facilities 
lease, with respect to the Airport, substantially the same (except 
with respect to the Exclusive Use Premises and Airline's Aircraft 
Parking Area described therein) and having the same expiration 
date as the agreements referred to in (a) above, and (c) in the 



-2- 



1 



case of an all-cargo carrier, its airport use agreement, with ^ 

respect to the- Airport, substantially the same (except with 

respect to the Exclusive Use Premises and Airline's Aircraft 

Parking Area described therein) and having the same expiration 

date as the agreements referred to in (a) above, together with a 

cargo facilities lease of no shorter duration than such airport 

use agreement; in each case as amended or supplemented from time 

to time in accordance with their terms and Section 714. 

"Annual Debt Service" means, as of any particular date of '|\ 

computation and with respect to a particular Bond Year or other 
specified 12-month period and to Bonds of a particular Series, an 
amount of money equal to the sum of (a) all interest payable 
during such Bond Year or other specified 12-month period on all 
Bonds of said Series Outstanding on said date of computation and 
(b) all Principal Installments payable during such Bond Year or 
other specified 12-month period with respect to all Bonds of said 
Series Outstanding on said date of computation, all calculated on 
the assumption that Bonds will after said date of computation <\ 

cease to be Outstanding by reason, but only by reason, of the 
payment when due and application in accordance with this Ordinance 
of Principal Installments payable at or after said date of computa- 
tion. 



1 






"Authorized Newspapers" means not less than two newspapers 
or financial journals, printed in the English language and cus- \ 

tomarily published (except in the case of legal holidays) at .. ^ 

least once a day for at least five days in each calendar week, 
one of which is of general circulation in the City, and the other 
of which is of general circulation in the Borough of Manhattan, 
City and State of New York. 



a 



"Authorized Officer" means (a) the Mayor, the City Treasurer, 
the City Comptroller, or any other official of the City designated 
as an "Authorized Officer" under this Ordinance by the Mayor by a 
Certificate signed by the Mayor and filed with the Trustee for so 
long as such designation shall be in effect and (b) the City 

Clerk with respect to the certification of any ordinance or ^ 

resolution of the City Council or any other document filed in his C^ 

office. \ 

"Bond Counsel" means a firm of attorneys having expertise in 
the field of law relating to municipal, state and public agency / 

financing, selected by the City and satisfactory to the Trustee. N 

"Bondholder" or "holder" or words of similar import, when 

used with reference to a Bond, means any person who shall be the [\» 

bearer of any Outstanding Bond registered to bearer or not regis- \J 

tered, or the registered owner of any Outstanding Bond at the V 1 

time registered other than to bearer. N^ 

"Bonds" means any of the Bonds of the City authenticated and \ I 

delivered under and pursuant to this Ordinance. \) 



-3- 



•^ 



"Bond Year" means a 12 -month period commencing on January 2 
of each calendar year and ending on January 1 of the. next succeedi] 
year. 



"Capital Project" means a capital improvement at the Airport, 
or the acquisition of land beyond the then-current boundaries of 
the Airport for use as a part of the Airport. 









"Capitalized Interest" means any amount included in the 
proceeds of any Series for the payment of interest on Bonds. 

"Capitalized Interest Account" means an Account maintained 
in the Construction Fund for the deposit of the portion, if any, 
of the proceeds of any Series representing Capitalized Interest. 

"Certificate" means an instrument of the City in writing 
signed by an Authorized Officer. 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 of the City may be based, insofar as it relates to 
legal, accounting or engineering matters, upon the opinion or 
representation of counsel, accountants, or engineers, respec- 
tively, unless the officer signing such Certificate 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 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 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, and every certificate or opinion of counsel, account- 
ants , engineers or other persons provided for herein shall include 

(a) a statement that the person making such certificate 
or opinion or representation has read the pertinent pro- 
vision of this Ordinance to which such statement, certi- 
ficate, opinion or representation relates; 

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

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

(d) with respect to any statement relating to compli- 
ance with any provisions hereof, a statement whether or not, 
in the opinion of such person, such provision has been 
complied with. 



-4- 



"City" means the City of Chicago, a municipal corporation J^ 

and home rule unit of local government organized and existing 
under the laws of the State of Illinois. 

"City Council" means the City Council of the City, or any 
succeeding governing or legislative body of the City. 



"Commissioner of Aviation" means the Commissioner of the 
Department of Aviation of the City, or any successor or suc- 
cessors to the duties of such official. 

"Commissioner of Public Works" means the Commissioner of the 
Department of Public Works of the City, or any successor or suc- 
cessors to the duties of such official. 

"Construction Fund" means the Construction Fund created by 
Section 401. 

"Consulting Engineer" means a registered or licensed engineer 
or engineers, or firm or firms of engineers, with expertise in 
the field of designing, preparing plans and specifications for, 
supervising the construction, improvement and expansion of, and 
supervising the maintenance of, airports and aviation facilities, 
entitled to practice and practicing as such under the laws of the 
State of Illinois, who, in the case of any individual, shall not 
be a director, officer or employee of either the City or any 
Airline Party. 



I 



"Code" means the Internal Revenue Code of 1954, as from time 
to time supplemented and amended. References to the Code and to ~ 

sections of the Code shall include relevant final, temporary or '\ 

proposed Regulations as in effect from time to time and, with 
reference to any Series, as applicable to obligations issued on 
the date of issuance of such Series. 



1 



9 



"Costs of Issuance" means any item of expense payable or 
reimbursable, directly or indirectly, by the City and related to 
the authorization, offering, sale, issuance and delivery of Bonds, 
including but not limited to travel and other expenses of any Qi 

officer or employee of the City in connection with the authoriza- \ 

tion, offering, sale, issuance and delivery of such Bonds, print- N 

ing costs, costs of preparation and reproduction of documents, 
filing and recording fees, initial fees and charges of any Fidu- 
ciary, legal fees and disbursements, fees and disbursements of 
the Independent Airport Consultant, Independent Accountant and 
the Consulting Engineer, fees and disbursements of other consul- 
tants and professionals, costs of credit ratings, fees and charges \K 
for preparation, execution, transportation and safekeeping of Bonds, 
premiums on municipal Bond insurance, credit facility charges and V* 
costs and expenses of refunding. v^ 

"Counsel's Opinion" means a written opinion of counsel 
selected by the City (who may be the Corporation Counsel for the \l 

City). Any Counsel's Opinion may be based, insofar as it relates 



-5- 



°\ 






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 . 

"Debt Service Fund" means the Debt Service Fund created by 
Section 501. 

"Debt Service Reserve Fund" means the Debt Service Reserve 
Fund created by Section 501. 

"Debt Service Reserve Fund Requirement" means for the current 
or any future Bond Year an amount equal to the maximum amount of 
Aggregate Debt Service for such Bond Year. 

"Emergency Reserve Fund" means the Emergency Reserve Fund 
created pursuant to Article VII of the Airport Use Agreements. 

"Emergency Reserve Fund Deposit Requirement" for any Fiscal 
Year means any amount required to be deposited in the Emergency 
Reserve Fund in any Fiscal Year under the Airport Use Agreements. 

"Event of Default" means an Event of Default under Section 
1201. 

"Federal Obligation" means any direct obligation of, or any 
obligation the full and timely payment of principal of and inter- 
est on which is guaranteed by, the United States of America. 

"Fiduciary" means the Trustee or any Paying Agent or any or 
all of them, as may be appropriate. 

"Fiscal Year" means January 1 through December 31 of any 
year, or such other fiscal year as the City may adopt for the 
Airport, including any transition fiscal year adopted by the 
City pursuant to Article XXIII of the Airport Use Agreement. 

"Funds" means the special funds created and established 
pursuant to Articles IV and V or pursuant to Article VII of the 
Airport Use Agreements. 

"Government Grants-in-Aid" means those moneys granted to the 
City by the United States of America or any agency thereof, or 
the State of Illinois, or any political subdivision or agency 
thereof, to pay for all or a portion of the cost of Capital 
Projects; provided, however, that Government Grants-in-Aid shall 
not include any payments made for services rendered at the Airport. 

"Independent Accountant" means a certified public accountant 
selected by the City and licensed to practice in the State of 
Illinois, and who (a) in the case of an individual, shall not be 
a director, officer or employee of either the City or any Airline 

-6- 



Party, (b) shall be satisfactory to the Trustee and (c) may be 

the accountant that regularly audits the books of the City or the yfc 

Airport. 



"Interest Account" means the Interest Account in the Debt 
Service Fund. 



which a Principal Installment or interest on any Series is pay- 
able in accordance with its terms and the terms of this Ordinance 
and the Supplemental Ordinance authorizing such Series. 



"Junior Lien Obligations" means any bonds, notes or evidences 
of indebtedness, other than Bonds and Special Facility Revenue 
Bonds, issued by the City as permitted by Section 705. 

"Junior Lien Obligation Debt Service Fund" means the Junior 
Lien Obligation Debt Service Fund created by Section 501. 



I 



"Independent Airport Consultant" means a consultant, other 
than the Consulting Engineer, selected by the City, with exper- 
tise in the administration, financing, planning, maintenance and l 
operations of airports and facilities thereof, and who, in the 
case of an individual, shall not be a director, officer or • 
employee of either the City or any Airline Party. 



1 

"Interest Payment Date" means any January 1 or July 1 on u^ 

a Principal Installment or interest on anv Series is oav- \ 

4 



"Land Support Area" means the land and air rights identified . Q^ 

as the "Land Support Area" on Exhibit G attached to the Airport \ 

Use Agreements, and, except as otherwise provided therein, all \] 

structures, improvements, facilities, roads and utilities now or ( 

hereafter located thereon. v^ 



a 



"Maintenance Reserve Fund" means the Maintenance Reserve 
Fund created pursuant to Article VII of the Airport Use Agreements 

"Majority-in- Interest" means a Majority-in- Interest of the 
Airline Parties determined in accordance with the provisions of 
the Airport Use Agreements. *x 

"Net Revenues Available for Debt Service" for any Fiscal r* 

Year means the net income before extraordinary items of the ^ 

Airport (excluding the net income of the Land Support Area except 
to the extent deposited in the Revenue Fund) calculated in accord- 
ance with generally accepted accounting principles (a) plus (« 
(i) interest payable on Bonds, (ii) interest payable on Junior 
Lien Obligations, (iii) any transfers to the Revenue Fund from 
the Airport Development Fund or the Emergency Reserve Fund pur- 
suant to Sections 10.04(c) or 11.03(b) of the Airport Use Agree- 
ments, (iv) any balance held in the Revenue Fund at the end of \j 
the preceding Fiscal Year and (v) depreciation, amortization of ^h 
debt discount and financing expenses and (b) minus, to the extent \ 
included in such net income before extraordinary items of the 
Airport, (i) any passenger facility charge or similar tax levied 



? ) 



by and on behalf of the City and collected during such Fiscal ^ 



-7- 






Year, (ii) interest or other income earned on the Airport Develop- 
ment Fund, the Emergency Reserve Fund and the Construction Fund, 
(iii) Government Grants-in-Aid (except to the extent used to pay 
for or reimburse the cost of any Capital Project previously 
funded through the issuance of Bonds or Junior Lien Obligations), 
(iv) any amounts derived by the City from Special Facility Financ- 
ing Arrangements entered into in connection with Special Facility 
Improvements to the extent such moneys derived are required to 
pay principal of, premium, if any, and interest on Special Facility 
Revenue Bonds and all sinking and other reserve fund payments 
required by the ordinance or resolution authorizing the issuance 
of such Special Facility Revenue Bonds, (v) gifts to fund Capital 
Projects and (vi) the proceeds of any condemnation awards. 

"Operation and Maintenance Expense Projection" for any 
Fiscal Year means the estimate of Operation and Maintenance 
Expenses (excluding Operation and Maintenance expenses of the 
Land Support Area and required deposits in the Operation and 
Maintenance Reserve Fund and Maintenance Reserve Fund) for such 
Fiscal Year prepared pursuant to Section 7.02 of the Airport Use 
Agreements . 

"Operation and Maintenance Expenses" means Operation and 
Maintenance Expenses as said term is defined in the Airport Use 
Agreements . 

"Operation and Maintenance Fund" means the Operation and 
Maintenance Fund created pursuant to Article VII of the Airport 
Use Agreements . 

"Operation and Maintenance Reserve Fund" means the Operation 
and Maintenance Reserve Fund created pursuant to Article VII of 
the Airport Use Agreements. 

"Operation and Maintenance Reserve Fund Deposit Requirement" 
for any Fiscal Year means the amount, if any, required to increase 
the balance in the Operation and Maintenance Reserve Fund (includ- 
ing amounts receivable from the Operation and Maintenance Fund) 
to an amount equal to one-fourth of such Fiscal Year's Operation 
and Maintenance Expense Projection and as adjusted at mid-year 
pursuant to Section 7.06 of the Airport Use Agreements. 

"Ordinance" means this ordinance as originally adopted and 
as the same may from time to time be amended or supplemented by 
Supplemental Ordinances adopted and effective in accordance with 
Article X. 

"Outstanding", when used with reference to the Bonds, means, 
as of any date, all Bonds theretofore or thereupon being authen- 
ticated and delivered under this Ordinance except: 

(a) Bonds cancelled by the Trustee at or prior to such 
date or theretofore delivered to the Trustee for cancellation; 



-8- 



(b) Direct and general obligations of any State of the 
United States of America or any political subdivision of the 






(b) Bonds (or portions of Bonds) for the payment or 
redemption of which there shall be held in trust and set 
aside for such payment or redemption (whether at, prior to 
or after the maturity or redemption date) moneys or Federal 
Obligations the principal of and interest on which when due 
or payable will provide moneys, together with the moneys, if [V 

any, deposited with the Trustee at the same time, in an 
amount sufficient to pay the principal or Redemption Price 
thereof, as the case may be f with interest to the date of 

maturity or redemption date, and, if such Bonds are to be (Y 

redeemed, for which notice of such redemption shall have \M 

been given as provided in Article VI or provisions satis- t\ 

factory to the Trustee shall have been made for the giving 
of such notice; 



* 

^ 

4 



(c) Bonds for the transfer or exchange of, in lieu of 
or in substitution for which other Bonds shall have been 
authenticated and delivered pursuant to this Ordinance; and 

(d) Bonds deemed to have been paid as provided in 
Section 1401. 

"Paying Agent" means any bank or trust company designated as 
a paying agent for a Series and its successor or successors 
hereafter appointed in the manner herein provided. 

"Principal Account" means the Principal Account in the Debt 
Service Fund. 

"Principal Installment" means, as of any particular date of v I 

computation and with respect to Bonds of a particular Series, an ^ 

amount of money equal to the aggregate of (a) the principal ^ 

amount of Outstanding Bonds of said Series which mature on a 
single future date, reduced by the aggregate principal amount of 
such Outstanding Bonds which would at or before said future date (^ 

be retired by reason of the payment when due and application in \J 

accordance with this Ordinance of Sinking Fund Payments payable \ 

at or before said future date for the retirement of such Out- >^ 

standing Bonds, plus (b) the amount of any Sinking Fund Payments ^ 

payable on said future date for the retirement of any Outstanding 
Bonds of such Series, and said future date shall, for all purposes 
hereof, be deemed to be the date when such Principal Installment 
is payable and the date of such Principal Installment. 



<0 



ft 



"Project Account" means each separate Account established in 
the Construction Fund with respect to any particular Capital 
Project or Projects. 

"Qualified Collateral" means: r\ 

(a) Federal Obligations; v 



-9- 



^ 



State of Illinois which are rated not less than AA or Aa or 
their equivalents by Standard & Poor's Corporation or Moody's 
Investors Service, Inc., or their successors; and 

(c) Public housing bonds issued by public housing 
authorities and fully secured as to the payment of both 
principal and interest by a pledge of annual contributions 
under an annual contributions contract or contracts with the 
United States of America, or project notes issued by public 
housing authorities, or project notes issued by local public 
agencies, in each case fully secured as to the payment of 
both principal and interest by a requisition or payment 
agreement with the United States of America. 

"Qualified Investments" means: 

(a) Federal Obligations; 

(b) Deposits in interest-bearing time deposits or 
certificates of deposit or similar arrangements issued by 
any bank or national banking association, including a Fidu- 
ciary, which deposits, to the extent not insured by the 
Federal Deposit Insurance Corporation, shall be secured by 
Qualified Collateral having a current market value (ex- 
clusive of accrued interest) at least equal to 110% of the 
amount of such deposits, marked to market monthly, and which 
Qualified Collateral shall have been deposited in trust by 
such bank or national banking association with the trust 
department of the Trustee or with a Federal Reserve Bank or 
branch or, with the written approval of the City and the 
Trustee, with another bank, trust company or national bank- 
ing association for the benefit of the City and the appro- 
priate Fund or Account as collateral security for such 
deposits; 

(c) Direct and general obligations of any State of the 
United States of America or any political subdivision of the 
State of Illinois which are rated not less than AA or Aa or 
their equivalents by Standard & Poor's Corporation or Moody's 
Investors Service, Inc., or their successors; 

(d) Obligations issued by any of the following agencies 
Banks for Cooperatives, Federal Intermediate Credit Banks, 
Federal Home Loan Banks System, Federal Land Banks, Export- 
Import Bank, Tennessee Valley Authority, Government National 
Mortgage Association, Farmers Home Administration, United 
States Postal Service, the Federal National Mortgage Asso- 
ciation to the extent that such obligations are guaranteed 
by the Government National Mortgage Association, any agency 
or instrumentality of the United States of America and any 
corporation controlled and supervised by, and acting as an 
agency or instrumentality of, the United States of America; 



-10- 



(f) Public housing bonds issued by public housing 
authorities and fully secured as to the payment of both 
principal and interest by a pledge of annual contributions 
under an annual contributions contract or contracts with the 
United States of America, or project notes issued by public 
housing authorities, or project notes issued by local public 
agencies, in each case fully secured as to the payment of 
both principal and interest by a requisition or payment 
agreement with the United States of America. 

"Redemption Price" means with respect to any Bond, the . 
principal amount thereof plus the applicable premium, if any, 
payable upon redemption thereof pursuant to the provisions of 
such Bond or the Supplemental Ordinance under which such Bond was 
issued. 

"Refunding Bonds" means all Bonds, whether issued in one or 
more Series, authenticated and delivered on original issuance for 
the purpose of the refunding of Bonds of any Series and all Bonds 
thereafter authenticated and delivered in lieu of or in substi- 
tution for such Bonds pursuant to this Ordinance. 



501. 



Vi 

v 



(e) Repurchase agreements extending not beyond 30 X 

calendar days with banks which are members of the Federal 
Reserve System or with government Bond dealers recognized as 
primary dealers by the Federal Reserve Bank of New York that 
are secured by Federal Obligations having a current market 

value at least equal to 103% of the amount of the repurchase p- 

agreement, marked to market weekly, and which Federal Obliga- 
tions shall have been deposited in trust by such banks or 
dealers with the trust department of the Trustee or with a 
Federal Reserve Bank or branch, or with the written approval 1\ 

of the City and the Trustee, with another bank, trust company 
or national banking association for the benefit of the City 
and the appropriate Fund or Account as collateral security 
for such repurchase agreements ; and 









"Regulations" means the Income Tax Regulations (26 CFR 
Part 1) promulgated under and pursuant to the Code. G^ 

"Revenue Fund" means the Revenue Fund created by Section \| 



"Revenues" means all amounts received or receivable directly 
or indirectly by the City for the use and operation of, or with 
respect to, the Airport (excluding the Land Support Area), in- 
cluding, without limitation: all Airport Fees and Charges (ex- ft 
eluding payments described in subsection (a) below); all other 

rentals, charges and fees for the use of the Airport (including v^ 

all rentals and flight fees payable by non-Airline Parties ) or sK 

for any service rendered by the City in the operation thereof; \ 

Concession Revenues, as defined in the Airport Use Agreements, 
and concession revenues derived from the International Terminal 
Area, as defined in the Airport Use Agreements; interest payments 



-11- 






to the City made pursuant to Section 7.08 of the Airport Use 
Agreements; interest accruing on, and any profit realized from 
the investment of, moneys in the Revenue Fund, the Debt Service 
Fund, the Debt Service Reserve Fund, the Junior Lien Obligation 
Debt Service Fund, the Maintenance Reserve Fund, the Operation 
and Maintenance Fund, the Special Capital Projects Fund and the 
Operation and Maintenance Reserve Fund; and City deposits into 
the Airport Fund or transfers to the Trustee for deposit into the 
Revenue Fund pursuant to Sections 13.03 and 13.04 of the Airport 
Use Agreements; provided, however, that Revenues shall not include: 
(a) any amounts derived by the City from Special Facility Financing 
Arrangements entered into in connection with Special Facility 
Improvements to the extent such moneys derived are required to 
pay principal of, premium, if any, and interest on Special Facility 
Revenue Bonds and all sinking and other reserve fund payments 
required by the ordinance or resolution authorizing the issuance 
of such Special Facility Revenue Bonds, (b) the proceeds of any 
passenger facility charge or similar tax levied by or on behalf 
of the City, (c) interest accruing on, and any profit resulting' 
from the investment of, moneys in the Airport Development Fund, 
the Emergency Reserve Fund, and the Construction Fund, (d) Govern- 
ment Grants-in-Aid (except to the extent used or to be used to 
pay for or reimburse the cost of any Capital Project previously 
funded through the issuance of Bonds or Junior Lien Obligations), 
(e) insurance proceeds which are not deemed to be revenues in 
accordance with generally accepted accounting principles, (f> the 
proceeds of any condemnation awards, and (g) the proceeds of any 
borrowings by the City. 

"Series" shall mean all of the Bonds authenticated and 
delivered on original issuance pursuant to a Supplemental Ordi- 
nance and designated as a Series therein. 

"Series 1982 Bonds" means the Chicago-O'Hare International 
Airport Special Facility Revenue Bonds, Series 1982-A, B and C 
(Delta Air Lines, Inc. Terminal Project) of the City dated 
November 15, 1982. 

"Series 1959 Bonds" means Chicago-O'Hare International 
Airport Revenue Bonds issued under that certain ordinance enti- 
tled "Ordinance authorizing the issuance of Chicago-O'Hare Inter- 
national 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 by the City 
Council of the City on December 29, 1958, as heretofore supple- 
mented by ordinances adopted by the City Council of the City on 
February 16, 1959, February 1, 1961, July 13, 1962, July 21, 
1967, June 26, 1968, March 25, 1970, and August 30, 1972. 

"Sinking Fund Payment" means, as of any particular date of 
determination and with respect to the Outstanding Bonds of any 
Series, the amount required by a Supplemental Ordinance to be 
paid in any event by the City on a single future date for the 
retirement of Bonds of such Series which mature after said future 



-12- 



date, but does not include any amount payable by the City by 
reason only of the maturity of a Bond. 



"Special Facility Improvement" means a building or facility 
at the Airport, or an improvement to such building or facility, 
or portion thereof, as has been constructed, installed, equipped 
or acquired with the proceeds of the sale of Special Facility 
Revenue Bonds or funds of the user thereof, or both. 



1 



"Special Capital Project Expenditure" means a Special Capital 
Project Expenditure as said term is defined in the Airport Use 
Agreements . [\- 

"Special Capital Projects Fund" means the Special Capital 
Projects Fund created pursuant to Article VII of the Airport Use 
Agreements . (\ 



$ 



$ 



"Special Facility Financing Arrangements" means (a) a lease 
or loan agreement and any contemporaneous financing instruments 
relating to Special Facility Improvements entered into by the 

City pursuant to which the lessee or borrower agrees to make ^ 

payments to the City during the term thereof in an amount at \\ 

least equal to the sum of (i) the principal of, premium, if any, 
and interest on Special Facility Revenue Bonds issued to finance 
such Special Facility Improvements as the same become due, (ii) all 
costs of operating and maintaining such Special Facility Improve- 
ments required to be paid by the City and for which no mechanism 
for reimbursement to the City has been established other than 
payments pursuant to such lease or loan agreement and any con- 
temporaneous financing instrument and (iii) all sinking and other 
reserve fund payments required by the ordinance or resolution 
authorizing such Special Facility Revenue Bonds as the same shall 
become due, or (b) any lease of, or other instrument relating to, 
a Special Facility Improvement entered into by the City as a 
result of a default by the original or a subsequent lessee of, or 
borrower in connection with, such Special Facility Improvement, 
to the extent such lease or instrument, or the proceeds thereof, 
has been pledged to the payment of Special Facility Revenue 
Bonds . 



t 



\ 



"Special Facility Revenue Bonds" means bonds, notes or other 
evidences of indebtedness of the City, with respect to which the 
principal, premium, if any, and interest are payable solely from . 

the proceeds of the sale of such bonds, notes or other evidences sj 

of indebtedness and from rentals or other charges derived by the 
City under and pursuant to one or more Special Facility Financing 
Arrangements relating to specific Special Facility Improvements 
entered into between the City and the user or users of such 
Special Facility Improvements, which bonds, notes or other 
evidences of indebtedness are not payable from Revenues, from 

Airport Fees and Charges or from other revenues of the City, and £ 

for which the City has no taxing obligation. 



8 



? 



-13- 



N 



"Supplemental Ordinance" means an ordinance supplemental to 
or amendatory of this Ordinance, adopted by the City Council and 
effective as provided in Article X. 

"Trustee" means the bank, trust company or national banking 
association appointed as trustee hereunder pursuant to Section 
1301 or its successor hereinafter appointed in the manner pro- 
vided in this Ordinance. 

Section 103. Interpretation . 

(a) In this Ordinance, unless the context otherwise requires: 

(i) The terms "hereby," "hereof," "hereto," "here- 
under" and any similar terms used herein refer to this 
Ordinance, and the term "hereafter" shall mean after, and 
the term "heretofore" shall mean before, the date of adop- 
tion of this Ordinance; 

(ii) Words of the masculine gender shall mean and 
include correlative words of the feminine and neuter genders 
and words importing the singular number shall mean and 
include the plural number and vice versa; 

(iii) Words importing persons shall include firms, 
associations, partnerships (including limited partnerships), 
trusts, corporations and other legal entities, including 
public bodies, as well as natural persons; 

(iv) Words importing the redemption or redeeming of a 
Bond or the calling of a Bond for redemption do not include 
or connote the payment of such Bond at its stated maturity 
or the purchase of such Bond; 

(v) Any percentage of Bonds, for purposes of this 
Ordinance, shall be computed on the basis of the unpaid 
principal amount of Bonds Outstanding at the time the compu- 
tation is made or is required to be made hereunder; 

(vi) Any headings preceding the text of the several 
Articles and Sections of this Ordinance, and any table of 
contents or marginal notes appended to copies hereof, shall 
be solely for convenience of reference and shall not con- 
stitute a part of this Ordinance, nor shall they affect its 
meaning, construction or effect; and 

(vii) Articles and Sections mentioned by number only are 
the respective Articles and Sections of this Ordinance so 
numbered. 

(b) Any publication to be made under the provisions of this 
Ordinance in successive weeks or on successive dates may be made 
in each instance upon any business day of the week and need not 
be made in the same Authorized Newspapers for any or all of the 



-14- 



ARTICLE II 
AUTHORIZATION, OBLIGATION AND ISSUANCE OF BONDS 






successive publications but may be made in different Authorized 

Newspapers. If, because of the temporary or permanent suspension & 

of the publication or general circulation of any of the Author- 
ized Newspapers or for any other reason, it is impossible or 
impractical to publish any notice pursuant to this Ordinance in 
the manner herein provided, then such publication in lieu thereof 
as shall be made with the approval of the Trustee shall consti- * 

tute a sufficient publication of such notice. 

Section 104. Severability of Invalid Provisions . If any r\ 

one or more of the covenants or agreements provided in this 
Ordinance on the part of the City or any Fiduciary to be per- 
formed should be contrary to law, then such covenant or covenants 
or agreement or agreements shall be deemed separable from the 
remaining covenants and agreements hereof and shall in no way 
affect the validity of the other provisions of this Ordinance or 
of the Bonds . 



4 



Section 105. Successors and Assigns . Whenever in this 
Ordinance the City is named or referred to, it shall and shall be 
deemed to include its successors and assigns whether so expressed 
or not. All of the covenants, stipulations, obligations, and 
agreements by or on behalf of, and other provisions for the 
benefit of, the City contained in this Ordinance shall bind and 
inure to the benefit of such successors and assigns and shall 
bind and inure to the benefit of any officer, board, commission, 

authority, agent or instrumentality to whom or to which there .. \ 

shall be transferred by or in accordance with law any right, 

power or duty of the City, or of its successors or assigns, the \.| 

possession of which is necessary or appropriate in order to j 

comply with any such covenants, stipulations, obligations, agree- ^ 

ments or other provisions of this Ordinance. \ 



* 



a 



Section 106. Parties Interested Herein . Nothing in this 
Ordinance expressed or implied is intended or shall be construed 
to confer upon, or to give to, any person or corporation, other 
than the City, the Fiduciaries and the holders of the Bonds and 
the coupons thereunto appertaining, if any, any right, remedy or x 

claim under or by reason of this Ordinance or any covenant, v 

condition or stipulation thereof. All the 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 City, the Fiduciaries and the holders of the Bonds and the 
coupons thereunto appertaining, if any. (. 



I 

Section 201. Authorization for Ordinance . This Ordinance a" 

is adopted by virtue of and pursuant to the home rule powers of 0^ 

the City. The City has ascertained and hereby determines and 



? ) 



declares that adoption of this Ordinance is necessary to meet the ^ 



-15- 



commercial and general aviation needs of the citizens of the 
City, that each and every act, matter, thing or course of conduct 
as to which provision is made herein is necessary or convenient 
in order to carry out and effectuate such purposes of the City 
and to carry out its powers and is in furtherance of the public 
benefit, safety and welfare of the City and that each and every 
covenant or agreement herein contained and made is necessary, 
useful or convenient in order to better secure the Bonds and are 
contracts or agreements necessary, useful and convenient to carry 
out and effectuate the corporate purposes of the City. 

Section 202. Ordinance to Constitute Contract . In con- 
sideration of the purchase and acceptance of Bonds by those who 
shall hold the same from time to time, the provisions of this 
Ordinance and any Supplemental Ordinance shall be a part of the 
contract of the City with the holders of Bonds and shall be 
deemed to be and shall constitute a contract between the City, 
the Trustee and the holders from time to time of the Bonds or the 
coupons, if any, thereto appertaining. 

Section 203. Authorization of Bonds . In order to provide 
sufficient funds for the financing or refinancing of Capital 
Projects, Bonds are hereby authorized to be issued from time to 
time in one or more Series as hereinafter provided, without 
limitation as to amount except as may be limited by law for the 
purpose of (a) the payment, or the reimbursement for the payment 
of, the costs of one or more Capital Projects, (b) the refunding 
of any Bonds or other obligations issued to finance or refinance 
one or more Capital Projects, including, but not limited to, the 
refunding of the Series 1982 Bonds, any other Special Facility 
Revenue Bonds and Junior Lien Obligations, (c) the refunding of 
the Series 1959 Bonds or (d) funding of the Debt Service Reserve 
Fund and any other Fund or Account as specified in the Supplemen- 
tal Ordinance under which such Bonds are issued; including, in 
each case payment of Costs of Issuance. 

Section 204. Source of Payment; Pledge of Revenues . The 
Bonds shall be legal, valid and binding limited obligations of 
the City payable solely from Revenues and certain other moneys 
and securities held by the Trustee under the provisions of this 
Ordinance. The Bonds and the interest thereon do not constitute 
an indebtedness or a loan of credit of the City within the meaning 
of any constitutional or statutory limitation, and neither the 
faith and credit nor the taxing power of the City, the State of 
Illinois or any political subdivision thereof is pledged to the 
payment of the principal of or interest on the Bonds. A pledge 
of the Revenues and of all moneys and securities held or set 
aside or to be held or set aside by any Fiduciary under this 
Ordinance is hereby made, and the same are hereby pledged, to 
secure the payment of the principal and Redemption Price of, and 
interest on, the Bonds, subject only to the provisions of this 
Ordinance requiring or permitting the payment, setting apart or 
appropriation thereof for or to the purposes and on the terms, 
conditions, priorities and order set forth in or provided under 



-16- 



Section 206. Conditions Precedent to Delivery of any Series . 
Bonds of any Series shall be executed by the City and delivered 
to the Trustee and thereupon shall be authenticated by the Trustee 
and delivered to the City or upon its order, but only following 
the receipt by the Trustee of: 

(a) A copy of this Ordinance certified by the City 
Clerk; 



(ii) The purpose or purposes for which such Series 
is being issued; 



-17- 



I 



this Ordinance. This pledge shall be valid and binding from and 
after the date of issuance of any Bonds hereunder; the Revenues 
so pledged and then or thereafter received by the City shall im- 
mediately be subject to the lien of such pledge without any 
physical delivery or further act; and the lien of such pledge [V 

shall be valid and binding as against all parties having claims 
of any kind in tort, contract or otherwise against the City, 
irrespective of whether such parties have notice thereof. 

Section 205. Issuance and Delivery of Bonds . After their Jj 

authorization by a Supplemental Ordinance, Bonds of any Series ^\ 

may be executed by or on behalf of the City and delivered to the 
Trustee for authentication and, upon compliance by the City with o 

the requirements, if any, set forth in such Supplemental Ordinance & 

and with the requirements of Section 206 or, in the case of A 

Refunding Bonds, Section 207, the Trustee shall thereupon authen- 
ticate and deliver such Bonds to or upon the order of the City. 






(b) A Counsel's Opinion to the effect that (i) the 
City had the right and power to adopt this Ordinance and the 
Supplemental Ordinance authorizing such Series; (ii) this 
Ordinance and such Supplemental Ordinance have been duly and 
lawfully adopted by the City Council, are in full force and 
effect and are valid and binding upon the City and enforce- 
able in accordance with their terms; (iii) this Ordinance 
creates the valid pledge of Revenues, moneys and securities 
which it purports to create; and (iv) upon the execution, 
authentication and delivery thereof, the Bonds of such 

Series will have been duly and validly authorized and issued ^ 

in accordance with the Constitution and laws of the State of 

Illinois and this Ordinance; \i 

(c) A written order as to the delivery of such Series, . 
signed by an Authorized Officer and stating (i) the identity \\ 
of the purchasers, aggregate purchase price and date and 

place of delivery of such Series and (ii) that no Event of 

Default has occurred and is continuing under this Ordinance; .* 

(d) A copy of the Supplemental Ordinance authorizing ;N 
such Series, certified by the City Clerk, which shall specify: 

(i) The authorized principal amount and Series 
designation of such Bonds; 



N 



(iii) The date or dates, and the maturity date or 
dates, of the Bonds of such Series; 

(iv) The interest rate or rates to be borne by the 
Bonds of such Series or the manner of determining such 
rate or rates, and the Interest Payment Dates therefor; 

(v) The manner of dating, numbering and lettering 
the Bonds of such Series; 

(vi) The Paying Agent or Paying Agents and the 
place or places of payment of the principal and Redemp- 
tion Price, if any, of, and interest on, the Bonds of 
such Series or the manner of appointing and designating 
the same; 

(vii) The Redemption Price or Prices, if any, of, 
and, subject to the provisions of Article VI, the 
redemption terms for, the Bonds of such Series; 

(viii) The amount and due date of each Sinking Fund 
Payment, if any, for Bonds of like maturity of such 
Series; 

(ix) If so determined by the City, provisions for 
the sale of the Bonds of such Series; 

(x) The forms of the Bonds of such Series, of the 
coupons to be attached to the coupon Bonds of such 
Series and of the Trustee's certificate of authentica- 
tion; 

(xi) Any limit on the aggregate principal amount 
of such Series which may be authenticated and delivered 
under such Supplemental Ordinance (except for Bonds 
authenticated and delivered upon registration and 
transfer of, or in exchange for, or in lieu of, other 
Bonds of such Series pursuant to Article III); and 

(xii) Any other provisions deemed advisable by the 
City as shall not conflict with the provisions hereof; 

(e) A Certificate stating: 

(i) The amount, if any, of the proceeds of such 
Series to be paid to the Trustee for deposit in the 
Debt Service Reserve Fund, so that the amount held 
therein shall be equal to the Debt Service Reserve Fund 
Requirement after giving effect to the issuance of such 
Series; 

(ii) The amount, if any, of the proceeds of such 
Series to be paid to the Trustee for deposit in a 
Capitalized Interest Account; 



-18- 



I 

(iii) The amount of the proceeds of such Series to Ok 



be paid to the Trustee for deposit in a Project Account; 
and 

(iv) The purpose or purposes for which the balance, 
if any, of the proceeds of such Bonds is to be used. 

(f) A Certificate stating that Annual Debt Service on 
such Series in each year such Series is Outstanding consti- 
tutes Debt Service as such term is defined in the Airport 
Use Agreements and may be included by the City in the rele- 
vant calculations of Airport Fees and Charges; 



! 

(g) If Majonty-m- Interest approval is required by r^ 

the Airport Use Agreements for the issuance of such Series, 
a Certificate stating that such approval has been obtained; \j 

(h) A certificate of the Independent Airport Consultant v 

setting forth, for each of the five Fiscal Years following n^ 

the Fiscal Year in which the Consulting Engineer estimates 
that the Capital Project financed by such Series will be 
completed, or if there are more than one such Capital 
Project, the Capital Project scheduled to be last completed, 
estimates of Revenues and the Operation and Maintenance 
Expenses and other amounts required to be deposited into the 
Funds created under this Ordinance, and demonstrating that \ 

Net Revenues Available for Debt Service in each such Fiscal 
Year shall at least equal an aggregate amount equal to the S.) 

sum of (i) the amounts required by Section 503 to be depo- 
sited for each such Fiscal Year in the Debt Service Reserve 
Fund, the Operation and Maintenance Reserve Fund, the Mainte- 
nance Reserve Fund, the Special Capital Projects Fund and 
the Junior Lien Obligation Debt Service Fund, and (ii) one 
and twenty- five hundredths times the Aggregate Debt Service 
for the Bond Year commencing during each such Fiscal Year 
reduced by an amount equal to any amount held in any Capital- 
ized Interest Account for disbursement during such Bond Year X 
to pay interest on Bonds; c 

(i) With respect to any Series of Bonds issued to pay ^ 

the costs of Capital Projects not described in the Airport 
Development Plan, a certificate of an Independent Accountant 
stating that with respect to any period of 12 consecutive / . 

months within the 18 calendar month-period next preceding 
the date of issuance of such Bonds, the Net Revenues Avail- 
able for Debt Service were equal to not less than the sum of 
(i) the amounts required by Section 5.03 to be deposited for 
such 12 consecutive months in the Debt Service Reserve Fund, X 

the Operation and Maintenance Reserve Fund, the Maintenance ^s 

Reserve Fund, the Special Capital Projects Fund and the ^C 

Junior Lien Obligation Debt Service Fund, and (ii) one and C^ 

twenty- five hundredths times the Aggregate Debt Service for \ 

such 12 -month period excluding any amount of Aggregate Debt >| 

Service which was paid from the Capitalized Interest Account 
during such 12 -month period; and 



* 






1 



-19- 



A 



( j ) Such further documents and moneys as are required 
by the provisions of Article X or any Supplemental Ordinance 

Section 207. Conditions Precedent to Delivery of any 
Series of Refunding Bonds . All Refunding Bonds of any Series 
shall be executed by the City and delivered to the Trustee and 
thereupon shall be authenticated by the Trustee and delivered to 
the City or upon its order, but only following the receipt by the 
Trustee of: 

(a) The documents referred to in subsections (a), (b), 
(c), (d), (e), (f) and (g) of Section 206; 

(b) If a redemption of Bonds is to be effected, irre- 
vocable instructions to the Trustee to give due notice of 
redemption of all the Bonds to be refunded and the redemp- 
tion date or dates, if any, upon which such Bonds are to be 
redeemed; 

(c) If a redemption of Bonds is to be effected and the 
redemption is scheduled to occur subsequent to the next 
succeeding 45 days, irrevocable instructions to the Trustee 
to publish as provided in Article VI notice of redemption of 
such Bonds on a specified date prior to their redemption 
date; 

(d) A certificate of an Independent Accountant stating 
the amount of either (i) moneys (which may include all or a 
portion of the proceeds of the Refunding Bonds to be issued) 
in an amount sufficient to pay the Bonds to be refunded at 
the applicable Redemption Price of the Bonds to be refunded 
together with accrued interest on such Bonds to the redemp- 
tion date or dates, or (ii) Federal Obligations the princi- 
pal of, and interest on, which when due (without reinvest- 
ment thereof), together with the moneys (which may include 
all or a portion of the proceeds of the Refunding Bonds to 
be issued), if any, which must be contemporaneously depo- 
sited with the Trustee, to be sufficient to pay when due the 
applicable Redemption Price of the Bonds to be refunded, 
together with accrued interest on such Bonds to the redemp- 
tion date or dates or the date or dates of maturity thereof, 

(e) Such further documents and funds as are required 
by the provisions of Article X or any Supplemental Ordinance 

Section 208. Application of Proceeds of Bonds and 
Refunding Bonds . The proceeds, including accrued interest, of 
any Series shall be deposited with the Trustee and shall be 
applied by the Trustee in accordance with the Certificate 
delivered to the Trustee pursuant to Section 206(e). 



-20- 



ARTICLE III 
GENERAL TERMS AND PROVISIONS OF BONDS 



Section 304. Place and Medium of Payment . Principal, 
interest and premium, if any, with respect to the Bonds shall be 
payable in lawful money of the United States of America. The 



I 



Section 301. Title and Date of Bonds . Subject to the (^ 

provisions of Section 303, each Bond shall be entitled "Chicago- 
O'Hare International Airport General Airport Revenue Bond" or 
such other title as may be specified in, and shall bear such 

additional letter or number Series designation as shall be deter- f\\ 

mined in, the Supplemental Ordinance authorizing such Bonds . 
Each coupon Bond shall be dated as of the date specified in or 
determined in accordance with the Supplemental Ordinance author- 
izing such Bond and shall bear interest, from its date, payable 
in the case of installments due at and prior to maturity, in 
accordance with, and upon surrender of, the appurtenant interest 
coupons as they severally become due. Each registered Bond shall 
be dated as of the Interest Payment Date next preceding the date 
of authentication and delivery thereof by the Trustee, except 
that (a) if such date of authentication and delivery shall be 
prior to the first Interest Payment Date, said Bond shall be 
dated as of the date of the Bonds in coupon form, as specified in 
the Supplemental Ordinance authorizing such Bonds, or, if no 
coupon Bonds are issued, then as of the date specified in such 
Supplemental Ordinance, (b) if such date of authentication and 
delivery shall be an Interest Payment Date, said Bond shall be 
dated as of such Interest Payment Date, or (c) if interest due on 
said Bond shall not have been paid in full, then notwithstanding 
any of the foregoing provisions of this Section, said Bond shall 
be dated as of the date to which interest has been paid in full 
on said Bond. Each registered Bond shall bear interest from its 
date. 



4 



Section 302. Payment Dates . All Principal Installments 
shall become due on the first day of January and all interest 
on Bonds shall become due on the Interest Payment Dates, in such 
years as shall be specified in the Supplemental Ordinance author- 
izing each Series. 

Section 303. Legends . The Bonds of each Series may contain \ 

or have endorsed thereon such provisions, specifications and 
descriptive words not inconsistent with the provisions of this 
Ordinance as may be necessary or desirable to comply with custom, 
the rules of any securities exchange or commission or brokerage 
board, or otherwise, as may be determined by the City prior to 
the authentication and delivery thereof. 



9 






principal of and premium, if any, on the coupon Bonds not regis- v 

tered as to principal shall be payable at the principal corporate 

trust office of the Trustee or, at the option of the holder, at \» 

the principal office of any other Paying Agent. Interest on the 

coupon Bonds shall be payable at the principal corporate trust 



•\ 



-21- 






office of the Trustee or, at the option of the holder, at the 
principal office of any other Paying Agent upon presentation and 
surrender of the coupons representing such interest. The prin- 
cipal of and premium, if any, on registered Bonds (including 
coupon Bonds registered as to principal ) shall be payable at the 
principal corporate trust office of the Trustee. Interest on 
fully registered Bonds without coupons shall be paid by the 
Trustee by check or draft mailed to the registered owners at the 
addresses of such owners appearing on the registration books 
maintained by the City for such purpose at the principal corpo- 
rate trust office of the Trustee. 

Section 305. Form and Denominations; Payment of Interest . 
The Bonds of each Series may be issued in the form of coupon 
Bonds, registrable as to principal only, in the denomination of 
$5,000 each, or in the form of fully registered Bonds without 
coupons, in denominations of $5,000 or any integral multiple 
thereof, or in both such forms or in such other denomination or 
denominations as shall be specified in the Supplemental Ordinance 
authorizing such Series. Coupon Bonds shall be in form initially 
payable to bearer with a single coupon attached for each install- 
ment of interest thereon, but shall be registrable as to principal 
only in the manner provided in Section 307. Coupon Bonds shall 
be payable as to interest only according to the tenor and upon 
presentation and surrender of the coupons appertaining thereto as 
they severally become due. Interest on Bonds in fully registered 
form shall be payable to the registered owners at the addresses 
of such owners appearing on the registration books maintained by 
the City for such purpose at the principal corporate trust office 
of the Trustee. 

Section 306. Interchanqeability of Bonds . 

(a) Coupon Bonds, upon surrender thereof at the principal 
corporate trust office of the Trustee with all unmatured coupons 
attached, may, at the option of the holder thereof, and upon pay- 
ment by such holder of any charges which the City or the Trustee 
may make as provided in Section 308, be exchanged for an equal 
aggregate principal amount of fully registered Bonds of the same 
Series, maturity and interest rate of any authorized denominations. 

(b) Bonds issued in fully registered form, upon surrender 
thereof at the principal corporate trust office of the Trustee 
with a written instrument of transfer satisfactory to the Trus- 
tee, duly executed by the registered owner or his duly authorized 
attorney, may at the option of the registered owner thereof, and 
upon payment by such registered owner of any charges which the 
Trustee may make as provided in Section 308, be exchanged for an 
equal aggregate principal amount of coupon Bonds of the same 
Series, maturity and interest rate with appropriate coupons 
attached, or of Bonds issued in fully registered form of the same 
Series, maturity and interest rate, of any of the authorized 
denominations . 



-22- 



I 



1 



Section 307. Negotiability, Transfer and Registry . Ufc 

(a) Title to all coupon Bonds, except when registered as to | 
principal otherwise than to bearer, shall pass by delivery as 

negotiable instruments payable to bearer. Any coupon Bond may be N 

registered as to principal on the registration books maintained * 

by the City at the principal corporate trust office of the Trustee, 

upon presentation thereof at said office and the payment of a 

charge sufficient to reimburse the City or the Trustee for any 

tax, fee or other governmental charge required to be paid with 

respect to such registration, and such registration shall be 

noted on such Bond. After said registration, no registration of 

transfer thereof shall be valid unless made on said books at the 

request of the registered owner in person or by his attorney duly 

authorized in writing, and similarly noted on such Bond, but 

such Bond may be discharged from registration by being in like N 

manner transferred to bearer. Thereafter such Bond may again, ' 

from time to time, be registered or discharged from registration \ 

in the same manner. Registration of any coupon Bond as to prin- ^U 

cipal, however, shall not affect the negotiability by delivery of 

the coupons appertaining to such Bond, but every such coupon 

shall continue to pass by delivery and shall remain payable to 

bearer. 

(b) The transfer of each fully registered Bond and each 
coupon Bond which shall at the time be registered as to principal 
other than to bearer shall be registrable only upon the regis- 
tration books maintained by the City for that purpose at the 
principal corporate trust office of the Trustee, by the regis- 
tered owner thereof in person or by his attorney duly authorized 
in writing, upon surrender thereof together with a written in- 
strument of transfer satisfactory to the Trustee and duly exe- 
cuted by the registered owner or his duly authorized attorney. 
Upon the surrender for registration of transfer of any such 
registered Bond, the City shall execute and the Trustee shall 
authenticate and deliver a new Bond or Bonds registered in the 
name of the transferee or, at the option of the transferee, a x 
coupon Bond or Bonds, with appropriate coupons attached, of the 
same aggregate principal amount, Series, maturity and interest 
rate as the surrendered Bond. 



a 



(c) As to any coupon Bond registered as to principal other 
than to bearer the person in whose name the same shall be regis- (, 

tered upon the registration books maintained by the City at the 
principal corporate trust office of the Trustee may be deemed and 
treated as the absolute owner thereof, whether such Bond shall be 
overdue or not, for all purposes, except for the purpose of \[\ 

receiving payment of coupons, and payment of, or on account of, -V 

the principal or Redemption Price, if any, of such Bond shall be ^k 

made only to, or upon the order of, such registered owner thereof, ^V 

but such registration may be changed as above provided, and Qi 

neither the City nor any Fiduciary shall be affected by any \ 

notice to the contrary. All such payments shall be valid and >) 

effectual to satisfy and discharge the liability upon such Bond 



-23- 



A 



to the extent of the sum or sums so paid. The City and any 
Fiduciary may deem and treat the bearer of any coupon as the 
absolute owner thereof, whether such coupon shall be overdue or 
not, for the purpose of receiving payment thereof and for all 
other purposes whatsoever, and may deem and treat the bearer of 
any coupon Bond which shall not at the time be registered as to 
principal other than to bearer, as the absolute owner of such 
Bond, whether such Bond shall be overdue or not, for the purpose 
of receiving payment of the principal or Redemption Price, if 
any, thereof and for all other purposes whatsoever except for the 
purpose of receiving payment of coupons, and neither the City nor 
any Fiduciary shall be affected by any notice to the contrary. 
The City and each Fiduciary may deem and treat the person in 
whose name any fully registered Bond shall be registered upon the 
registration books maintained by the City at the principal corpo- 
rate trust offices of the Trustee as the absolute owner of such 
Bond, whether such Bond shall be overdue or not, for the purpose 
of receiving payment of, or on account of, the principal of, 
premium, if any, or interest thereon and for all other purposes 
whatsoever, and all such payments so made to any such registered 
owner or upon his order shall be valid and effectual to satisfy 
and discharge the liability upon such Bond to the extent of the 
sum or sums so paid, and neither the City nor any Fiduciary shall 
be affected by any notice to the contrary. 

Section 308. Regulations With Respect to Exchanges and " 
Transfers . In all cases in which the privilege of exchanging 
Bonds or registering the transfer of Bonds is exercised, the City 
shall execute and the Trustee shall authenticate and deliver 
Bonds in accordance with the provisions of this Ordinance. All 
registered Bonds surrendered for exchange or registration of 
transfer shall forthwith be cancelled by the Trustee. All coupon 
Bonds and the coupons thereto appertaining surrendered in any 
such exchanges or transfers may, in the Trustee's discretion, be 
retained in the possession of the Trustee for the purpose of 
reissuance upon subsequent exchanges, and the Trustee, prior to 
reissuance of any such coupon Bonds, shall detach therefrom and 
cancel all matured coupons. For every such exchange or registra- 
tion of transfer of Bonds, whether temporary or definitive, the 
City or the Trustee may, as a condition precedent to the privilege 
of making such exchange or registration of transfer, make a 
charge sufficient to reimburse it for any tax, fee or other 
governmental charge required to be paid with respect to such 
exchange or registration of transfer, and, except (a) with re- 
spect to the delivery of definitive Bonds in exchange for tempo- 
rary Bonds, (b) in the case of a Bond issued upon the first 
exchange or registration of transfer of a Bond or Bonds hereunder 
or (c) as otherwise provided herein, may charge the person request- 
ing such exchange or registration of transfer a sum sufficient to 
pay the cost of preparing each new Bond issued upon such exchange 
or registration of transfer. Neither the City nor the Trustee 
shall be required to exchange or register the transfer of Bonds 
of any Series for a period of ten days next preceding an Interest 
Payment Date on the Bonds of such Series or, in the case of any 



-24- 



proposed redemption of Bonds for a period of ten days next pre- \ 

ceding any selection of Bonds to be redeemed or thereafter until 
the first publication or mailing of any notice of redemption. 



Section 310. Preparation of Definitive Bonds, Temporary Bonds 



-25- 



I 



I 

1 



Section 309. Bonds Mutilated, Destroyed, Stolen or Lost . 
In case any Bond shall become mutilated or be destroyed, stolen 
or lost, the City shall execute, and thereupon the Trustee shall 
authenticate and deliver a new Bond (with appropriate coupons 
attached in the case of coupon Bonds) of like Series, maturity, 

principal amount and interest rate as the Bond and attached » |\ 

coupons, if any, so mutilated, destroyed, stolen or lost, in 
exchange and subsitution for such mutilated Bond, upon surrender 
and cancellation of such mutilated Bond and attached coupons, if 
any, or in lieu of and substitution for the Bond and coupons, if 
any, destroyed, stolen or lost, upon filing with the Trustee 
evidence satisfactory to the City and the Trustee that such Bond 
and attached coupons, if any, have been destroyed, stolen or lost 
and proof of ownership thereof, and upon furnishing the City and 
the Trustee with indemnity satisfactory to them and complying cv 

with such other reasonable regulations as the City and the Trus- 
tee may prescribe and paying such expenses as the City and Trus- 
tee may incur in connection therewith. All Bonds and coupons so 
surrendered to the Trustee shall be cancelled by it. Any such . 
new Bond or coupons issued pursuant to this Section in substitu- 
tion for a Bond or coupons alleged to be destroyed, stolen or 
lost shall constitute original additional contractual obligations 
on the part of the City, whether or not the Bond or coupons so 

alleged to be destroyed, stolen or lost constitute contractual Oi 

obligations at any time enforceable by anyone, and shall be, to 
the same extent as such Bond or coupons alleged to be destroyed, \' 

stolen or lost and in place of which such Bond was issued, equally 
secured by the pledge contained in Section 204 with all other 
Bonds and coupons issued under this Ordinance. 






(a) Definitive Bonds shall be lithographed or printed with 
steel engraved borders. Until the definitive Bonds of any Series 
are prepared, the City may execute in the same manner as is C^ 

provided in Section 312 and, upon the request of the City, the \ 

Trustee shall authenticate and deliver, in lieu of definitive V| 

Bonds, but subject to the same provisions, limitations and condi- 
tions as the definitive Bonds, except as to the denominations 
thereof and as to exchangeability of coupon Bonds and fully 
registered Bonds, one or more temporary Bonds (which may be 
registrable as to principal and interest) substantially of the 



<l 



Bond or Bonds are issued, but with or without coupons, in denom- VI 

inations of $5,000 or any integral multiple thereof, and with JO 

such omissions, insertions and variations as may be appropriate \N 

to temporary Bonds. The installments of interest payable on such \ 

temporary Bonds in coupon form shall be payable only upon the 

presentation and surrender of the coupons therefor attached \i 

thereto or, if no coupons for such interest are attached thereto, 
then only upon presentation of such temporary Bonds for notation 



^ 



thereon of the payment of such interest. The City at its own 
expense shall prepare and execute and, upon the surrender there- 
for of such temporary Bonds for exchange and cancellation with 
all unmatured coupons, if any, and all matured coupons, if any, 
for which no payment or only partial payment has been provided, 
attached, the Trustee shall authenticate and, without charge to 
the holder thereof, deliver in exchange therefor, at the princi- 
pal corporate trust office of the Trustee definitive coupon 
Bonds, with appropriate coupons attached, or, at the option of 
the holder, definitive Bonds issued in fully registered form, of 
the same aggregate principal amount, Series and maturity as the 
temporary Bonds surrendered. Until so exchanged the temporary 
Bonds shall in all respects be entitled to the same benefits and 
security as definitive Bonds authenticated and issued pursuant to 
this Ordinance. 






(b) If the City shall authorize the issuance of temporary 
Bonds in more than one denomination, the holder of any temporary 
Bond or Bonds may, at his option, surrender the same to the 
Trustee in exchange for another temporary Bond or Bonds of like 
aggregate principal amount, Series and maturity of any other 
authorized denomination or denominations, and thereupon the City 
shall execute and the Trustee shall authenticate and, in exchange 
for the temporary Bond or Bonds so surrendered and upon payment 
of the taxes, fees and charges provided for in Section 308, shall 
deliver a temporary Bond or Bonds of like aggregate principal 
amount, Series and maturity in such other authorized denomination 
or denominations as shall be requested by such holder. 

(c) All temporary Bonds surrendered in exchange either for 
another temporary Bond or Bonds or for a definitive Bond or Bonds 
shall be forthwith cancelled by the Trustee. 

Section 311. Cancellation and Destruction of Bonds or 
Coupons . All Bonds paid or redeemed, either at or before matur- 
ity, together with all unmatured coupons, if any, thereto apper- 
taining, shall be delivered to the Trustee when such payment or 
redemption is made, and such Bonds and coupons, together with all 
Bonds purchased by the Trustee, shall thereupon be promptly 
cancelled. All interest coupons shall be promptly cancelled upon 
their payment and delivered to the Trustee. Bonds and coupons so 
cancelled may at any time be cremated or otherwise destroyed by 
the Trustee, who shall execute a certificate of cremation or 
destruction in duplicate by the signature of one of its author- 
ized officers describing the Bonds and coupons so cremated or 
otherwise destroyed, and one executed certificate shall be filed 
with the City and the other executed certificate shall be retained 
by the Trustee. 

Section 312. Execution . 

(a) The Bonds shall be executed in the name of the City by 
the manual or facsimile signature of the Mayor and its corporate 
seal, or a facsimile thereof, shall be affixed, imprinted, engraved 



-26- 



or otherwise reproduced thereon and attested by the manual or \ 

facsimile signature of the City Clerk. 



Section 313. Authentication. 



I 



(b) In case any officer whose signature, or a facsimile of 
whose signature, shall appear on any Bonds or coupons shall cease 
to hold such office before authentication and delivery of the 
Bonds by the Trustee, such Bonds shall nevertheless be valid and 
sufficient for all purposes, the same as if the person whose 

signature, or a facsimile thereof, appears on such Bonds had not ~ 

ceased to hold such office. Any Bond may be signed, sealed or ' |\ 

attested on behalf of the City by any person who, on the date of 
such act, shall hold the proper office, notwithstanding that at 
the date of such Bond such person may not have held such office. 



I 

^ 

^ 



(c) The coupons appertaining and to be attached to any 
Bonds shall bear and be executed by the facsimile signature of 
the Mayor and the City may from time to time adopt and use for 
that purpose the facsimile signature of any person who shall have 
been the Mayor at any time on or after the date of such Bond; cv 

notwithstanding that at the date of such Bond such person may not ^ 

be the duly elected Mayor or that at the time when such Bonds 
shall be authenticated and delivered or such coupons shall be 
attached such person may have ceased to hold such office. 



\ 



(a) The Bonds shall bear thereon a certificate of authen- .. !^ 
tication executed manually by the Trustee. No Bond and no coupon ^ 
thereto appertaining shall be entitled to any right or benefit 
under this Ordinance or shall be valid or obligatory for any 
purpose until such certificate of authentication shall have been 
duly executed by the Trustee. Such certificate of the Trustee 
upon any Bond executed on behalf of the City shall be conclusive 

evidence that the Bond so authenticated has been duly executed, *^ 

authenticated and delivered under this Ordinance and that the Ml 

holder thereof is entitled to the benefits hereof. V 

(b) Except as otherwise provided herein, the Trustee, "x 
before authenticating and delivering any coupon Bonds, shall cut C^ 
off, cancel and destroy all matured coupons thereto attached, \ 
except matured coupons for which payment in full has not been N) 
provided. However, when such Bonds are issued in exchange for 
registered Bonds upon which interest is in default, as shown by 
the records of the Trustee, such Bonds shall have attached there- 
to all coupons maturing after the date to which interest has been 
paid in full, as shown by the records of the Trustee, and in case 
any interest installments shall have been paid in part, appropri- lK 
ate notation shall be made on the coupons to evidence such fact. 



^, 



-27- 



ARTICLE IV 
CONSTRUCTION FUND 
Section 401. Deposits in Construction Fund . 

(a) The City shall deposit with the Trustee the amount of 
the proceeds of any Series specified in the Certificate referred 
to in Section 206(e) (iii), which amount shall be credited by the 
Trustee to the Construction Fund, which is hereby created, and 
shall be held in trust in one or more Project Accounts pending 
the application of such proceeds as provided in the Supplemental 
Ordinance under which such Series was issued and shall be subject 
to the pledge contained in Section 204 in favor of the holders of 
the Outstanding Bonds pending their application as so provided. 

(b) The amount, if any, of Capitalized Interest included in 
the proceeds of the Bonds of any Series as specified in the 
Certificate referred to in Section 206(e) (ii) shall be deposited 
in a Capitalized Interest Account. Separate Capitalized Interest 
Accounts may be created and maintained for each Series . 

(c) The City shall also deposit with the Trustee all Govern- 
ment Grants-in-Aid for or with respect to any Capital Project 
funded or to be funded in part from the proceeds of Bonds. The 
Trustee shall be accountable only for moneys actually so deposited 
All such Government Grants-in-Aid shall be deposited by the 
Trustee in the Construction Fund and credited to a Project Account 
created therefor. 

Section 402. Costs of Capital Projects . For the purposes 
of this Ordinance the costs of Capital Projects shall include: 

(a) Obligations incurred for labor and to contractors, 
builders, and materialmen in connection with the construc- 
tion, installation and acquisition of the Capital Projects 
or any part thereof, and obligations incurred for the in- 
stallation and acquisition of machinery and equipment; 

(b) Payment to owners and others for real property 
including payments for options, easements or other con- 
tractual rights ; 

(c) 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 re- 
ports, abstracts of title, title certificates and opinions, 
title guarantees, title insurance policies, appraisals, 
negotiations and surveys; 

(d) The amount of any damages incident to or con- 
sequent upon the construction, installation and acquisition 
of the Capital Projects; 



-28- 



(e) The cost of any indemnity, fidelity and surety & 

bonds, the fees and expenses of the Fiduciaries during 
construction, installation and acquisition of Capital 
Projects, and premiums on insurance, if any, in connection 
with such Capital Projects during construction, installation 
and acquisition, including builders' risk insurance; 



(f) The cost of engineering and architectural services 
which includes borings and other preliminary investigations 
to determine foundation or other conditions, expenses neces- 
sary or incident to the development of contract documents 
and supervising construction, as well as for the performance 
of all other duties of engineers and architects set forth 
herein in relation to the construction, installation and 
acquisition of such Capital Projects or the issuance of 
Bonds therefor; 

(g) The Costs of Issuance; 

(h) Any cost properly chargeable to such Capital 
Projects prior to and during construction, installation and 
acquisition; 



(j) Any obligation or expense incurred by the City for 
moneys advanced in connection with the construction, instal 






51 



(i) The cost of restoring, repairing and placing in 
its original condition, as nearly as practicable, all public 
or private property damaged or destroyed in the construction fo 

of such Capital Projects and the 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 prop- 
erty made necessary or caused by the construction and in- 
stallation of such Capital Projects and the cost thereof; 



\ 



a 



lation and acquisition of Capital Projects and the cost ^ 

thereof; and o 

(k) All other items of cost and expense not elsewhere ^ 

in this Section specified, incident to the construction, ] 

installation and acquisition of Capital Projects and the 

financing thereof, including the payment of the costs of / 

interest on Bonds from amounts in the Capitalized Interest 
Account. 

Section 403. Disbursements from Construction Fund . 

(a) All disbursements from the Construction Fund (except 
for disbursements from any Capitalized Interest Account to the 
Interest Account which shall be scheduled and made as interest is 
required to be paid on the related Bonds ) shall be made in ac- 
cordance with requisitions signed by the City Comptroller and, 
except in respect of disbursements for the payment of Costs of 



-29- 



Issuance, shall be accompanied by a statement signed by the 
Commissioner of Public Works, in respect of each payment, as to 
the following: 

(i) Item number of the payment; 

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

(iii) The amount to be paid and the Project Account 
within the Construction Fund to which the item is to be 
charged ; 

(iv) The Capital Project and purpose, by general classi- 
fication, for which payment is to be made; 

(v) That the obligations in stated amounts have been 
incurred by the City, and that each item thereof is a proper 
charge against such Project Account in the Construction Fund 
and is due and has not been included in any prior requisition 
which has been paid; and 

(vi) That there has not been filed with or served upon 
the City any notice of any lien, right to lien, or attach- 
ment upon or claim affecting the right to receive payment of 
any of the moneys payable to any of the persons, firms or 
corporations named which have not been released or will not 
be released simultaneously with the payment of such obliga- 
tions, 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 the assignee thereof as 
shown by the records of the City. 

(b) In respect to disbursements from the Construction Fund, 
other than payment of Costs of Issuance, in payment for work done 
in connection with the construction, acquisition and installation 
of Capital Projects, such requisition, signed by the City Comp- 
troller shall in addition to the accompanying statement to be 
executed by the Commissioner of Public Works, be accompanied by a 
certificate signed by a Consulting Engineer certifying that the 
obligations in stated amounts have been incurred by the City, and 
that each item thereof is a proper charge against the Construc- 
tion Fund and has not been included in any prior requisition 
which has been paid, and insofar as any such obligation was 
incurred for work, materials, equipment or supplies, such work 
was actually performed in the furtherance of the construction, 
acquisition and installation of such Capital Projects delivered 
at the site of the Airport for those purposes, or delivered for 
storage or fabrication at a place or places approved by a Con- 
sulting Engineer and under the control of the City. 



-30- 



(c) Upon receipt of any such orders and accompanying certi- 
ficates the Trustee shall pay each such obligation from the 
appropriate Project Account in the Construction Fund and the 
Trustee shall make disbursements in accordance with the direc- 
tions from the City Comptroller. The moneys held in the Con- 
struction Fund shall be invested in accordance with the require- [V 
ments of Section 505. 



(b) Before any such transfer or withdrawal shall be made, 
the City shall file with the Trustee 






I 



5 



Section 404. Progress Reports and Completion Certificate . 
Promptly after the construction, installation and acquisition of 
the Capital Project or Projects for which a Project Account has 
been established, the City will deliver to the Trustee a Certi- 
ficate stating the date of such completion. 

At least once in each month during the period of the con- & 

struction, installation and acquisition of each such Capital ^ 

Project the City will cause the Consulting Engineer to prepare a 
progress report in connection with such construction, installation 
and acquisition of such Capital Project, including comparisons 
between the actual time elapsed and the actual costs and the 
estimates of such time and costs, which shall have Jeen set forth 
in a statement prepared by the Consulting Engineer and filed with 
the City. Copies of such progress reports shall be filed with 
the Trustee and mailed to the holders of Bonds requesting copies 
thereof. 



4 



Section 405. Disposition of Remaining Balances . m% (^ 

(a) To the extent that there is any balance remaining in 
any Project Account established in the Construction Fund after 
the completion of the Capital Project or Projects for which such 
Project Account was established, such balance shall be transferred 
or withdrawn as shall be specified by the City pursuant to para- 
graph (b) of this Section from such Project Account for any one 
or more of the following purposes (i) to make transfers to one or 
more other Project Accounts to pay the costs of other Capital 
Projects, (ii) to make transfers into the Debt Service Reserve 
Fund to make up any deficiency therein, (iii) to make transfers 
to the Interest Account, or (iv) to redeem Bonds in accordance X 

with the provisions of this Ordinance. 






(i) its requisition therefor, stating the amount of 



a 



the transfer or withdrawal and directing the Trustee as to 
the application of such amount; 

(ii) a Certificate attached to the requisition cer- 
tifying (1) that the Capital Project or Projects to which 

such balance relates have been completed and (2) that the ^ 

sum stated in the Certificate is sufficient to pay, and is W ) 

required to be reserved in the Construction Fund to pay, all 
items of cost of such Capital Project or Projects to which 



-31- 



such balance relates then remaining unpaid, including the 
estimated amount of any such items the amount of which is 
not finally determined and all claims against the City 
arising out of such Capital Project or Projects to which 
such balance relates; 

(iii) a certificate of the Consulting Engineer attached 
to such requisition, certifying that such Capital Project or 
Projects to which such balance relates have- been completed; 

(iv) a Counsel's Opinion stating, in the opinion of the 
signer, that the City has acquired interests in all property 
constituting a part of such Capital Project or Projects to 
which such balance relates and all property incidental 
thereto sufficient for the purposes of the City, free from 
all liens, charges, conditions or encumbrances except such 
as will not under any circumstances cause the possession and 
use of the property by the City for Airport purposes to be 
disturbed and that, as to such parts of such Capital Project 
or Projects to which such balance relates as constitute real 
property acquired, constructed or installed under a right or 
interest less than a fee simple or perpetual easement, the 
right or interest is sufficient for the purposes of the 
Airport, and that there are no uncancelled mechanics', 
laborers', contractors', or materialmen's liens on any such 
property or any moneys of the City on file in any public 
office where the same should be filed in order to be valid 
liens against such property or any moneys of the City to 
which such balance relates, and that, in the opinion of the 
signer of such Counsel's Opinion, the time within which such 
liens can be filed has expired; and 

(v) an opinion of Bond Counsel to the effect that such 
transfer or withdrawal will not adversely affect any exemp- 
tion from Federal income taxes of interest on any Bonds 
theretofore issued. 

(c) At the direction of the City expressed in a Certificate 
filed with the Trustee, moneys in any Capitalized Interest Account 
may be withdrawn and, pursuant to Section 1401, deposited in 
trust to pay or provide for the payment of Bonds of the Series 
with respect to which such Capitalized Interest Account is main- 
tained; provided that immediately after such withdrawal there 
shall be held in such Capitalized Interest Account either moneys 
in an amount which shall be sufficient, or Qualified Investments 
the principal of and interest on which when due (without rein- 
vestment thereof) together with the moneys held in such Capital- 
ized Interest Account, shall be sufficient, to provide for the 
payment when due of the interest to accrue on all Bonds of such 
Series which remain Outstanding, on or prior to the date to which 
interest on such Series was originally capitalized. 



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ARTICLE V 

REVENUES AND FUNDS 

Section 501. Creation of Funds and Accounts . The following 
Funds and Accounts are hereby created: 

(a) The Revenue Fund to be held and administered by 
the Trustee; 

(b) The Debt Service Fund and two separate Accounts 
therein to be known as the Interest Account and the Princi- 
pal Account to be held and administered by the Trustee; 

(c) The Debt Service Reserve Fund to be held and 
administered by the Trustee; and 

(d) The Junior Lien Obligation Debt Service Fund to be 
held and administered by the Trustee. 

In addition, the City agrees to establish and maintain in accord- 
ance with the requirements of the Airport Use Agreements an 
Airport Fund, an Operation and Maintenance Fund, a Special Capital 
Projects Fund, an Operation and Maintenance Reserve Fund, and a 
Maintenance Reserve Fund. The City may also create an Emergency 
Reserve Fund and an Airport Development Fund pursuant to the- 
Airport Use Agreements . 

The Trustee shall, at the written request of the City, 
establish such additional Accounts within any of the Funds estab- 
lished under this Ordinance, and subaccounts within any of the 
Accounts established under this Ordinance, as shall be specified 
in such written request, for the purpose of identifying more 

precisely the sources of payments into and disbursements from «. 

such Funds, Accounts and subaccounts; but the establishment of Ml 

any such additional Accounts or subaccounts shall not alter or \" 

modify any of the requirements of this Ordinance with respect to 
the deposit or use of moneys in any Fund or Account established X 

hereunder. In addition, the Trustee shall, at the written request C^ 

of the City, establish additional Accounts within the Junior Lien \ 

Obligation Debt Service Fund for the purpose of segregating \) 

amounts available to pay the principal of, premium, if any, and 
interest on separate series of Junior Lien Obligations and for 
the purpose of establishing the priority of one or more such 
Accounts over one or more other such Accounts . Nothing herein 
shall require the City to designate the Trustee as trustee for 
any Junior Lien Obligations. l^ 



I 

! 



ta 






Any moneys and securities held in the Revenue Fund or any 
other Fund or Account created under this Section shall be held in 
trust by the Trustee, as provided in this Ordinance, and shall be 
applied, used and withdrawn only for the purposes authorized in 
this Ordinance. All moneys and securities held by the City in 
the Operation and Maintenance Fund, the Special Capital Projects 



-33- 



Fund, the Operation and Maintenance Reserve Fund and the Mainte- 
nance Reserve Fund shall be accounted for and held separate and 
apart from all other moneys and securities of the City, shall be 
applied, used and withdrawn solely for the purposes authorized in 
this Ordinance and, until so applied, used and withdrawn, shall 
be held in trust by the City for such purposes . All moneys and 
securities held by the City in the Emergency Reserve Fund and the 
Airport Development Fund may be applied, used and withdrawn by 
the City for any lawful corporate purpose of the City, free of 
any lien or security interest in favor of the Trustee and the 
holders of the Bonds, but subject to any requirements of the 
Airport Use Agreements. 

Section 502. Deposit of Revenues . Contemporaneously with 
the initial issuance of Bonds under this Ordinance, all amounts 
held in the Airport Fund shall be transferred by the City to the 
Trustee for deposit in the Revenue Fund. Thereafter, all Revenues 
shall be collected by the City and promptly deposited to the 
credit of the Revenue Fund in the name of the Trustee with a 
depositary or depositaries, each fully qualified under the provi- 
sions of Section 1303 to receive the same as deposits of money 
held by the Trustee, designated by the City and approved by the 
Trustee and statements giving the amount of each such deposit and 
the name of the depositary shall be forwarded promptly to the 
Trustee by the City and by such depositary. The Trustee shall be 
accountable only for moneys actually so deposited. 

Section 503. Disbursement from Revenue Fund . The moneys ii 
the Revenue Fund shall be disbursed and applied by the Trustee as 
required to make the following deposits on the dates and in the 
amounts provided: 

(a) On the tenth day of each month the Trustee shall 
make the following deposits in the manner and order of 
priority set forth — 

First : The Trustee shall first transfer to the 
City for deposit into the Operation and Maintenance 
Fund an amount equal to one- twelfth of the amount 
provided in the Operation and Maintenance Expense 
Projection for the current Fiscal Year; provided, 
however, that if the mid-year projection prepared in 
accordance with Section 7.06 of the Airport Use Agree- 
ments contains an adjustment of Operation and Mainte- 
nance Expenses (exclusive of Operation and Maintenance 
Expenses of the Land Support Area or required deposits 
in the Operation and Maintenance Reserve Fund and the 
Maintenance Reserve Fund), the amount required to be 
deposited in the Operation and Maintenance Fund each 
month of the second six-month period of each Fiscal 
Year shall be increased or decreased as appropriate by 
an amount equal to one- sixth of the amount of such 
adjustment. 



-34- 



I 



Second : The Trustee shall next deposit into the 
Debt Service Fund, without priority one over the other, 
(i) into the Interest Account an amount equal to one- 
sixth of the amount of interest which will be due on 
all Outstanding Bonds on the next Interest Payment Date 
less any amounts payable from the Capitalized Interest [V 

Account and attributable to such Interest Payment Date; 
provided, however, that if the first Interest Payment 
Date for any Series is less than six months after the 
date of such Series the foregoing fraction insofar as (Y 

such Series shall be concerned shall be one over the 
number of months to elapse in whole or in part between 
the date of issuance of such Series and the first 
Interest Payment Date for such Series, but thereafter 
such fraction shall be one-sixth, and (ii) into the 
Principal Account an amount equal to one- twelfth of the 
amount of the Principal Installments which will become 
due on all Outstanding Bonds on the next January 1; 
provided that if the first Principal Installment due on 
any Series is due in less than 12 months from the date 
of such Series the foregoing fraction insofar as such 
Series is concerned shall be one over the number of 
months to elapse in whole or in part between the date 
of issuance of such Series and the January 1 next 
ensuing on which a Principal Installment payment is due n; 

on such Series, but thereafter such fraction shall -be vj 

one-twelfth. -. (\ 

Third : The Trustee shall next transfer to the 
City for deposit into the Special Capital Projects Fund 
the amount specified by the City in a Certificate filed 
with the Trustee as the amount to be deposited at such 
time in such Fund. 









\ 



(b) On the business day of the Trustee immediately (\ 



preceding each Interest Payment Date, the Trustee shall make \J 

the following deposits in the manner and order of priority 
set forth - — 

First : The Trustee shall first deposit into the \ 

Debt Service Fund the amount, if any, necessary to 
increase the amount on deposit therein to an amount 
sufficient to pay the interest and Principal Install- 
ments on all Outstanding Bonds becoming due on such \j 
Interest Payment Date. 



1 



Second : The Trustee shall next deposit into the 
Debt Service Reserve Fund the amount, if any, necessary 
to increase the amount on deposit therein to an amount 
equal to the Debt Service Reserve Fund Requirement. 

Third : The Trustee shall next transfer to the 
City for deposit into the Operation and Maintenance 
Reserve Fund an amount equal to one-half of the Opera- 



-35- 






tion and Maintenance Reserve Fund Deposit Requirement, 
if any, for the current Fiscal Year; provided, however, 
that if the mid-year projection prepared in accordance 
with Section 7.06 of the Airport Use Agreements contains 
an adjustment of Operation and Maintenance Expenses 
(exclusive of Operation and Maintenance Expenses of the 
Land Support Area or required deposits in the Operation 
and Maintenance Reserve Fund and the Maintenance Reserve 
Fund), the amount required to be deposited in the 
Operation and Maintenance Reserve Fund on the business 
day of the Trustee immediately preceding the second 
Interest Payment Date of each Fiscal Year shall be 
increased or decreased as appropriate by an amount 
equal to the amount of such adjustment. 

Fourth: The Trustee shall next transfer to the 
City for deposit into the Maintenance Reserve Fund an 
amount equal to the lesser of (i) $1,500,000 and (ii) th« 
amount, if any, required to increase the amount on 
deposit therein to $3,000,000. 

Fifth : The Trustee shall next transfer to the 
City for deposit into the Emergency Reserve Fund an 
amount equal to one-half of the Emergency Reserve Fund 
Deposit Requirement, if any, for the current Fiscal 
Year . 

Sixth : The Trustee shall next transfer to the 
City for deposit into the Airport Development Fund an 
amount equal to one-half of the Airport Development 
Fund Deposit Requirement, if any, for the current 
Fiscal Year. 

Seventh : The Trustee shall next deposit into the 
Junior Lien Obligation Debt Service Fund an amount, if 
any, equal to the amount required by any resolution or 
ordinance authorizing the issuance of Junior Lien 
Obligations to be deposited therein on such date. 

(c) If at the time deposits are required to be made 
under paragraphs (a) or (b) of this Section the moneys held in 
the Revenue Fund are insufficient to make any required deposit, 
the deposit shall be made up on the next applicable deposit date 
after required deposits into all other Funds enjoying a higher 
priority shall have been made in full. 

(d) Notwithstanding any other provision of this Ordin- 
ance, the Trustee and the City shall be mandatorily and irrevocably 
obligated to apply moneys in the Maintenance Reserve Fund to make 
up any deficiencies in the Debt Service Reserve Fund. In the 
event moneys are so applied, the amount applied shall be restored 
on the next applicable deposit date after all other Fund deposits 
enjoying a higher priority shall have been made in full. 



-36- 



(e) The amount of the Airport Development Fund Deposit 
Requirement and the Emergency Reserve Fund Deposit Requirement 
shall be stated in a Certificate which shall be delivered to the 
Trustee prior to such deposits. 



transferred to the Revenue Fund 






(d) The moneys in the Special Capital Projects Fund 
shall be used only for the purpose of making Special Capital 
Project Expenditures. 



-37- 



I 



(f) Notwithstanding any other provision of this Ordi- 
nance, at the end of each Fiscal Year amounts on deposit in the 
Debt Service Fund, the Debt Service Reserve Fund, the Operation 
and Maintenance Fund, the Operation and Maintenance Reserve Fund, 
the Maintenance Reserve Fund and the Junior Lien Obligation Debt 
Service Fund in excess of the amount required hereunder to be on 
deposit in such Fund at the end of such Fiscal Year shall be 



^ 



* 



Section 504. Use of Funds . The moneys on deposit in the 
Funds and Accounts listed in Section 501, except the Emergency 
Reserve Fund and the Airport Development Fund, shall be used for 
the purposes and uses specified as follows: 






(a) I>i addition to disbursements authorized by Section 
503 , the Trustee shall apply moneys in the Revenue Fund to 
make up any deficiency arising in the Funds described in 
clauses First, Second and Seventh of paragraph (b) of 
Section 503 in the order of their priority one over another 
and in the manner specified in Section 503 and shall there- ^ 

after as may be directed by a Certificate of the City make 0^ 

any payment to an Airline Party required by Sections 5.03(b), •- .."- 
5.06(c) and 7.07 of the Airport Use Agreements. 






(b) The moneys in the Operation and Maintenance Fund 
shall be used by the City only to pay Operation and Mainte- 
nance Expenses (excluding Operation and Maintenance Expenses 
of the Land Support Area and required deposits in the Opera- 
tion and Maintenance Reserve Fund and Maintenance Reserve » C\ 
Fund) or to repay amounts borrowed from the Operation and \J 
Maintenance Reserve Fund. Loans from the Operation and v 
Maintenance Reserve Fund to the Operation and Maintenance >S 
Fund shall be repaid as soon as funds for such loan repay- X 
ment are available in the Operation and Maintenance Fund. 

(c) The moneys in (i) the Interest Account shall be 
used only for the payment of the interest on the Bonds. The 

moneys in the Principal Account shall be used only for the \i 

payment of Principal Installments on the Bonds . The Trustee 

shall transfer to the Paying Agents the necessary moneys to 

pay all such interest and Principal Installments becoming 

due on each Interest Payment Date prior to such Interest 

Payment Date and the Paying Agents shall apply such amounts 

to the payment of such interest and Principal Installments 

on and after the due dates thereof. ^ 



§ 



?) 



(e) The moneys in the Debt Service Reserve Fund shall 
be used for the payment of the interest and Principal Install' 
ments on Bonds , whenever and to the extent moneys in the 
Interest Account and Principal Account, respectively, are 
insufficient therefor. At the direction of the City 
expressed in a Certificate filed with the Trustee, moneys in 
the Debt Service Reserve Fund may be withdrawn and deposited 
in trust to pay or provide for the payment of Bonds pursuant 
to Section 1401; provided, however, that immediately after 
such withdrawal the amount on deposit in the Debt Service 
Reserve Fund equals or exceeds the Debt Service Reserve Fund 
Requirement. 

(f) The moneys in the Operation and Maintenance Reserve 
Fund shall be used by the City only to make loans to the 
Operation and Maintenance Fund whenever and to the extent 
moneys in the Operation and Maintenance Fund are insufficient 
to pay Operation and Maintenance Expenses (excluding Opera- 
tion and Maintenance Expenses of the Land Support Area and 
required deposits in the Operation and Maintenance Reserve 
Fund and Maintenance Reserve Fund). 

(g) The moneys in the Maintenance Reserve Fund shall 
be used by the City only for paying the cost of extraordinary 
maintenance expenditures, such as costs incurred for major 
repairs, renewals and replacements at the Airport, whether 
caused by normal wear and tear or by unusual and extra- 
ordinary occurrences including costs of painting, major 
repairs, renewals and replacements and damage caused by 
storms or other unusual causes. Any expenditure out of the 
Maintenance Reserve Fund shall be certified as an appropriate 
expenditure for one or more of the purposes set forth in 
this paragraph by an Independent Airport Consultant. 

(h) The moneys in the Junior Lien Obligation Debt 
Service Fund shall be transferred by the Trustee to the 
appropriate trustees or paying agents under the appropriate 
ordinances or resolutions authorizing the issuance of Junior 
Lien Obligations for the purpose of paying such amounts as 
may be required to be paid by such resolutions or ordinances. 

Section 505. General Regulations as to Investments . 

(a) All moneys held in any Fund or Account established and 
created under this Ordinance or the Airport Use Agreements, other 
than the Emergency Reserve Fund and the Airport Development Fund, 
shall be invested in Qualified Investments at the direction of 
the City Treasurer. 

(b) Qualified Investments purchased as an investment of 
moneys in any Fund or Account established and created under this 
Ordinance or the Airport Use Agreements, other than the Emergency 
Reserve Fund and the Airport Development Fund, shall be deemed at 
all times to be a part of such Fund or Account. Qualified Invest- 



-38- 



(c) In computing the amount in any Fund or Account, obliga- 
tions maturing within the three year period next succeeding the 
date of computation shall be valued at amortized value and obliga- 
tions maturing more than three years following the date of compu- 
tation shall be valued at the lower of amortized value or market 
value . 



REDEMPTION OF BONDS 



! 
1 



ments so purchased shall be sold at the best price obtainable X 

whenever it shall be necessary so to do in order to provide 

moneys to make any withdrawal or payment from such Fund or 

Account. For the purposes of any such investment, Qualified 

Investments shall be deemed to mature at the earliest date on . 

which the obligor is, on demand, obligated to pay a fixed sum in (^ 

discharge of the whole of such Qualified Investments. Qualified 

Investments in which moneys held in any Fund or Account have been 

invested shall mature not later than the respective dates as 

estimated by the Trustee based on information provided by the (\ 

City, when the moneys held for the credit of any Fund or Account 

will be needed. 



1 



(d) For purposes of this Ordinance amortized value means 
par, if the obligation was purchased at par, or, when used with 
respect to an obligation purchased at a premium above or a dis- 
count below par, means the value as of any given time obtained by 
dividing the total premium or discount at which such obligation 
was purchased by the number of interest payments remaining on 
such obligation after such purchase and deducting the amount thus -- _, 
calculated for each Interest Payment Date after such purchase 
from the purchase price in the case of an obligation purchased at 
a premium or adding the amount thus calculated for each Interest 
Payment Date after such purchase to the purchase price in the 
case of an obligation purchased at a discount. Valuation shall 
be made on each January 1 and July 1 and at any other time 

required hereunder, and on any particular date shall not include ,. 

the amount of interest then earned or accrued to such date on any Ml 

deposit or investment. ^' 

ARTICLE VI (^ 

\ 



*) 

< 



Section 601. Privilege of Redemption and Redemption Price . 
Bonds of any Series subject to redemption prior to maturity 
pursuant to the Supplemental Ordinance authorizing such Series 
shall be redeemable, upon published notice as provided in this 
Article, at such times, at such Redemption Prices plus interest ^ 

accrued and unpaid to the redemption date and upon such terms as 
may be specified in such Bonds, in this Ordinance and in the vn 

Supplemental Ordinance authorizing such Series. S. 

Section 602. Redemption at the Election or Direction of the ) 

City . In the case of any redemption of Bonds other than as 
provided in Section 603, the City shall give written notice to 
the Trustee of its election or direction so to redeem, of the 



t* 



-39- 






redemption date, of the Series to be redeemed, of the principal 
amounts of the Bonds of each maturity of such Series to be re- 
deemed (which redemption dates, Series, maturities and principal 
amounts thereof to be redeemed shall be determined by the City in 
its sole discretion, subject to any limitations with respect 
thereto contained in this Ordinance and any Supplemental Ordin- 
ance) and of any moneys to be applied to the payment of the 
Redemption Price. Such notice shall be given at least 45 days 
prior to the redemption date or such shorter time as shall be 
acceptable to the Trustee. Upon the giving of such notice, the 
City, if it holds the amounts to be applied to the payment of the 
Redemption Price plus interest accrued and unpaid to the redemp- 
tion date, shall pay to the Trustee or to the appropriate Paying 
Agents an amount in cash which, in addition to other moneys, if 
any, available therefor held by such Paying Agents, will be 
sufficient to redeem on the redemption date at the Redemption 
Price thereof plus interest accrued and unpaid to the redemption 
date, all of the Bonds to be redeemed. The City shall promptly 
notify the Trustee in writing of all such payments made by the 
City to a Paying Agent. 

Section 603 . Redemption Otherwise Than at City's Election 
or Direction . Whenever by the terms of this Ordinance or the 
Supplemental Ordinance authorizing any Series of Bonds the Trustee 
is required to redeem Bonds otherwise than at the election or 
direction of the City, and subject to and in accordance with' the 
terms of this Article and, to the extent applicable, Article V, 
the Trustee shall select the redemption date of the Bonds to be 
redeemed, and give notice of redemption in the manner prescribed 
in Section 605. 

Section 604. Selection of Bonds to be Redeemed by Lot . In 
the event of redemption of less than all the Outstanding Bonds of 
like Series and maturity, the Trustee shall assign to each such 
Outstanding fully registered Bond a distinctive number for each 
$5,000 of the principal amount of such Bond and shall select by 
lot, using such method of selection as it shall deem proper in 
its discretion, from the numbers of all such coupon Bonds of the 
denomination of $5,000 then Outstanding and the numbers assigned 
to such fully registered Bonds as many numbers as, at $5,000 for 
each number, shall equal the principal amount of such Bonds to be 
redeemed. The Bonds to be redeemed shall be the coupon Bonds of 
the denomination of $5,000 bearing the numbers so selected and 
the fully registered Bonds to which were assigned numbers so 
selected, but only so much of the principal amount of each such 
fully registered Bond of a denomination of more than $5,000 shall 
be redeemed as shall equal $5,000 for each number assigned to it 
and so selected. For the purpose of this Section, Bonds which 
have heretofore been selected by lot for redemption shall not be 
deemed Outstanding Bonds . 

Section 605. Notice of Redemption . When the Trustee shall 
receive notice from the City of its election or direction to 
redeem Bonds pursuant to Section 602 and when redemption of Bonds 



-40- 






^1 



is required pursuant to Section 603, the Trustee shall (but only X 

if the funds then, or committed to be, on deposit with the Trustee 
and available for such purpose, shall be sufficient to pay the 
Redemption Price in full) give notice in the name of the City, of 
the redemption of such Bonds, which notice shall specify the 

Series and maturities of the Bonds to be redeemed, the redemption [^ 

date and the place or places where amounts due upon such redemp- 
tion will be payable and, if less than all of the Bonds of any 
like Series and maturity are to be redeemed, the letters and 

numbers or other distinguishing marks of such Bonds so to be (\ 

redeemed and, in the case of fully registered Bonds to be 0) 

redeemed in part only, such notice shall also specify the respec- 
tive portions of the principal amount thereof to be redeemed. 
Such notice shall further state that on such date there shall 
become due and payable upon each Bond to be redeemed the Redemp- 
tion Price thereof, or the Redemption Price of the specified 
portions of the principal thereof in the case of fully regis- 
tered Bonds to be redeemed in part only, together with interest 
accrued to the redemption date, and that from and after such 
redemption date interest thereon shall cease to accrue and be 
payable. Such notice shall be given by publication once a week 
for at least two successive weeks in the Authorized Newspapers, 
the first such publication to be not less than 30 days nor more 
than 45 days prior to the redemption date. The Trustee shall 
also mail a copy of such notice, postage prepaid, not less than 
30 days before the redemption date to the registered owners of 
any Bonds or portions of Bonds which are to be redeemed, r\t their 
last addresses, if any, appearing upon the registration books 
maintained by the City at the principal corporate trust office of 
the Trustee, and to the holder of any coupon Bond who shall have 
filed with the Trustee an address for notices, but such mailing 
shall not be a condition precedent to such redemption and failure 
so to mail any such notice shall not affect the validity of the 
proceedings for the redemption of Bonds. 

Section 606. Payment of Redeemed Bonds . Notice having been \' 

given by publication in the manner provided in Section 605, the \ 

Bonds or portions thereof called for redemption shall become due 
and payable on the redemption date so designated at the Redemp- ^ 

tion Price therein stated, plus interest accrued and unpaid to 
the redemption date, and, upon presentation and surrender thereof 
at the office specified in such notice, together with, in the 
case of Bonds registered otherwise than to bearer, a written 
instrument of transfer duly executed by the registered owner or 
his duly authorized attorney, and, in the case of coupon Bonds, 
all appurtenant coupons maturing subsequent to the redemption 

date, such Bonds, or portions thereof, shall be paid at the ^ 

Redemption Price, plus interest accrued and unpaid to the redemp- 
tion date not represented by coupons for matured interest install- 
ments . All interest installments represented by coupons which ^K 
shall have matured on or prior to the redemption date shall XJ 
continue to be payable to the bearers of such coupons. If there 
shall be drawn for redemption less than all of a fully registered 
Bond, the City shall execute and the Trustee shall authenticate 



I 






-41- 






and deliver, upon the surrender of such Bond, without charge to 
the owner thereof, for the unredeemed balance of the principal 
amount of the fully registered Bond so surrendered at the option 
of the owner thereof, either coupon Bonds or registered Bonds of 
like Series and maturity in any of the authorized denominations. 
If, on the redemption date, moneys for the redemption of all the 
Bonds or portions thereof of any like Series and maturity to be 
redeemed, together with interest to the redemption date, shall be 
held by any Paying Agent so as to be available therefor on said 
date and if notice of redemption shall have been published as 
aforesaid, then, from and after the redemption date interest on 
the Bonds or portions thereof so called for redemption shall 
cease to accrue and become payable, and the coupons for interest 
appertaining thereto maturing subsequent to the redemption date 
shall be void. If said moneys shall not be so available on the 
redemption date, such Bonds or portions thereof shall continue to 
bear interest until paid at the same rate as they would have 
borne had they not been called for redemption. 



ARTICLE VII 

COVENANTS OF THE CITY 

Section 701. Equality of Security . All Bonds, regardless 
of Series, date of issuance and date of sale, shall be secured by 
the pledge contained in Section 204; and the security so pledged 
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. 

Section 702. Equality of Bonds . All Bonds authorized 
hereunder shall be on a parity and rank equally without prefer- 
ence, priority or distinction over any other thereof as to secu- 
rity, regardless of the time or times of their issue, and the 
provisions, covenants and agreements set forth herein to be 
performed by and on behalf of the City shall be for the equal 
benefit, protection and security of the holders of any and all 
Bonds of each Series and the coupons thereto appertaining. The 
City covenants that it will not issue any obligations, payable 
from the Revenues or any other moneys pledged herein, nor volun- 
tarily create or cause or permit to be created any debt, lien, 
pledge or assignment, having priority to or being on a parity 
with, the Bonds. 

Section 703. Punctual Payment . The City covenants that it 
will duly and punctually pay or cause to be paid the principal 
of, premium, if any, and interest on, all Bonds and all Sinking 
Fund Payments due hereunder in strict conformity with the terms 
of such Bonds and of this Ordinance and the Supplemental Ordin- 
ances authorizing the Bonds of each Series, and that it will 
faithfully observe and perform all the conditions, covenants and 
requirements of this Ordinance, each such Supplemental Ordinance 
and of the Bonds issued thereunder. 



-42- 



I! 



(a) The City covenants that it will fix and establish, and 
revise from time to time whenever necessary, such rentals, rates 
and other charges for the use and operation of the Airport and 
for certain services rendered by the City in the operation there- 
of as will cause in each Fiscal Year a sufficient amount to be on 
deposit in the Revenue Fund to permit the deposits required by 
Section 503 to be made. 



$ 



Section 704. Rate Covenant. & 



(b) The City covenants that Revenues in each Fiscal Year in 
which Bonds are Outstanding shall equal an amount at least suffi- 
cient to produce Net Revenues Available For Debt Service of not 
less than an aggregate amount equal to the sum of (i) the amounts 
required by Section 503 to be deposited for such Fiscal Year in 
the Debt Service Reserve Fund, the Operation and Maintenance 
Reserve Fund, the Maintenance Reserve Fund, the Special Capital 
Projects Fund and the Junior Lien Obligation Debt Service Fund 

and (ii) one and twenty- five hundredths times the Aggregate Debt ^U 

Service for the Bond Year commencing during such Fiscal Year 
reduced by an amount equal to any amount held in any Capitalized 
Interest Account for disbursement during such Bond Year to pay 
interest on Bonds . 



1 






Section 705. Against Pledge of Revenues . The City shall 
not hereafter issue any bonds, notes, or other evidences of ' \ 

indebtedness secured by the pledge contained in Section 204, 
other than the Bonds, and shall not create or cause to be created 
any lien or charge on Revenues, or on any other amounts pledged 
for the benefit of holders of Bonds under this Ordinance; provided, 
however, that neither this Section nor any other provision of 
this Ordinance shall prevent the City from (a) issuing bonds, 
notes or other evidences of indebtedness payable out of, or 
secured by a pledge of, Revenues to be derived on and after such 
date as the pledge contained in Section 204 shall be discharged 
and satisfied as provided in Section 1401, or (b) from issuing 

bonds, notes or other evidences of indebtedness (including bonds, X 

notes or other evidences of indebtedness evidencing loans made by 
the City to the Airport) which are payable out of or secured by 
the pledge of amounts which may be withdrawn from the Junior Lien ^ 

Obligation Debt Service Fund. ] 






Section 706. Offices For Servicing Bonds . The City shall /. 

at all times maintain one or more agencies in the City of Chicago, 
Illinois, or the City of New York, New York, where Bonds and 
coupons may be presented for payment, where Bonds may be pre- 
sented for registration, registration of transfer or exchange and 
where notices, demands and other documents may be served upon the 
City in respect of the Bonds and coupons or of this Ordinance. 
The City hereby appoints the Trustee an agent for the registra- 
tion, registration of transfer or exchange of Bonds and for the 
service upon the City of such notices, demands and other docu- 
ments. The City hereby appoints each Paying Agent as an agent to 
maintain such agencies for the payment or redemption of Bonds and 
coupons . 

-43- 



Section 707. Insurance . The City shall maintain, or cause 
to be maintained, insurance with respect to the Airport (except 
the Land Support Area) against such casualties and contingencies 
and in amounts not less than is reasonably prudent. Such policies 
of insurance shall name the City and the Trustee as co-assureds 
as their interests may appear. Without limiting the foregoing, 
the City shall maintain, or cause to be maintained, the following 
insurance with respect to the Airport (except the Land Support 
Area ) : 

(a) Insurance against loss or damage under a policy or 
policies covering such risks as are ordinarily insured 
against by reasonably prudent operators of airports, includ- 
ing without limiting the generality of the foregoing, fire, 
lightning, windstorm, hail, floods, explosion, riot, riot 
attending a strike, civil commotion, damage from aircraft, 
smoke and uniform standard extended coverage with vandalism 
and malicious mischief endorsements, and all-risk coverage, 
limited only as may be provided in the standard form of sue! 
endorsements at the time in use in the State of Illinois. 
Such insurance shall be maintained in an amount not less 
than the full insurable replacement value of the insured 
premises. No policy of insurance shall be written such thai 
the proceeds thereof will produce less, by reason of co- 
insurance provisions or otherwise, than the full insurable 
replacement value of the insured premises. Full insurable 
replacement value of any insured premises shall be deemed to 
equal the actual replacement cost of the premises, and shall 
be determined from time to time, but not less frequently 
than once every three years, by an architect, contractor, 
appraiser or appraisal company or one of the insurers, in 
any case, selected by the City. In the event that such 
determination of full insurable replacement value indicates 
that any premises in the Airport (other than the Land Support 
Area) are underinsured, the City shall forthwith secure the 
necessary additional insurance coverage. 

(b) Comprehensive general public liability insurance 
including blanket contractual liability and personal injury 
liability (with employee exclusion deleted), and on-premises 
automobile insurance including owned, non-owned and hired 
automobiles used and operated by the City, protecting the 
City against liability for injuries to persons and property 
arising out of the existence or operation of the Airport 
(except the Land Support Area) in limits as follows: for 
personal injury and bodily injury, $100,000,000 for each 
occurrence and $100,000,000 annual aggregate; and for 
property damage, $100,000,000 for each occurrence and 
$100,000,000 annual aggregate. 

(c) Boiler or pressure vessel explosion insurance with 
coverage on a replacement cost basis as provided in subsection 
(a) above for property damage, but any such policy may have 

a deductible amount not exceeding $10,000. No such policy 



-44- 



of insurance shall be so written that the proceeds thereof 
will produce less than the minimum coverage required by the 
first sentence of this subsection (c) by reason of co- 
insurance provisions or otherwise. 

(d) Each policy of insurance maintained by the City 
under this Section shall contain a waiver of subrogation on 
the part of the insurer in favor of the City and the Airline 
Parties . 

(e) If, at any time, the City is obligated under any 
other agreement then in effect between the City and any 
Airline Parties to provide, with respect to premises at the 
Airport, insurance of the nature and in not less than the 
amounts described in this Section, then the provisions of 
this Section shall be subject to the applicable provisions 
of such other agreement. 



4 



Section 708. Use of Insurance Proceeds . If the Airport, or 
any portion thereof, shall be substantially damaged or destroyed 
by fire or other casualty, the City shall deposit with the Trustee 
the net proceeds of any insurance received with respect thereto, 
and the Trustee shall deposit such net proceeds in a special 
trust account or, in the case of damage to or destruction of any 
Capital Project then under construction, in the Project Account 
relating to such Capital Project. Moneys on deposit in any such 
special trust account or Project Account shall be disbursed in -. _• 
the same manner, and subject to the same conditions, as provided <N 

in Section 403 with respect to disbursements from the Construction 
Fund, subject to the following additional conditions: 



* 



S 



(a) If an Airline Party's Exclusive Use Premises or 
Airline's Aircraft Parking Area, as such terms are defined 
in the Airport Use Agreements, or any portion thereof, are - 
damaged or destroyed by fire or other casualty, the City, Ml 
after consultation with such Airline Party, shall, to the \' 
extent of proceeds of insurance received with respect to <S 
such premises, forthwith repair, reconstruct and restore x 
(subject to unavoidable delays) the damaged or destroyed G^ 
premises to (i) substantially the same condition, character \ 
and utility value (based upon the plans and specifications \) 
for such premises, subject to then-existing Airport building 
standards) as existed prior to the event causing such damage 
or destruction, or (ii) such other condition, character and 
value as may be agreed upon by the City and such Airline 

Party. 

(b) If any part of the Airport other than Exclusive vl 
Use Premises, Aircraft Parking Area and Land Support Area, y 
as such terms are defined in the Airport Use Agreements, are vh 
damaged or destroyed by fire or other casualty, the City, \ 
after consultation with such Airline Party (or its author- \ ) 
ized representative), shall, to the extent of proceeds of \\ 
insurance received with respect to such premises, forthwith 



<s. 



-45- 



•\ 



repair, reconstruct and restore (subject to unavoidable 
delays) the damaged or destroyed premises to (i) substan- 
tially the same condition, character and utility value 
(based upon the plans and specifications for such premises, 
subject to then-existing building standards) as existed 
prior to the event causing such damage or destruction, 
(ii) or such other condition, character and value as may be 
agreed upon by the City and a Majority-in- Interest. 

Section 709. Annual Audit . The City covenants that it will 
within six months after the close of each Fiscal Year, furnish 
the Trustee with a copy of an annual audit report, prepared in 
accordance with generally accepted accounting principles and 
certified by an Independent Accountant, covering the operation of 
the Airport for such preceding Fiscal Year. Such audit shall 
contain a calculation based on actual data enabling such Indepen- 
dent Accountant to certify that the coverage requirement contained 
in Section 704(b) has been satisfied. The City covenants that it 
will cause a copy of such audit to be delivered to the Trustee 
and mailed, postage prepaid, to the holders of any Bonds request- 
ing copies thereof. Such audit shall be available for inspection 
by the holders of the Bonds at the office of the City Comptroller. 

Section 710. Power to Issue Bonds and Make Pledge Contained 
in Section 204 . The City is duly authorized under all applicable 
laws to issue the Bonds and to adopt this Ordinance and to make 
the pledge contained in Section 204 in the manner and to the 
extent provided. The Revenues and moneys and securities so 
pledged are and will be free and clear of any pledge, lien, 
charge or encumbrance thereon or with respect thereto prior to, 
or of equal rank with, the pledge contained in Section 204 and 
all corporate or other action on the part of the City to that end 
has been and will be duly and validly taken. The Bonds and the 
provisions of this Ordinance are and will be valid and legally 
enforceable obligations of the City in accordance with their 
terms and the terms of this Ordinance. The City shall at all 
times, to the extent permitted by law, defend, preserve and 
protect the pledge contained in Section 204 and all the rights of 
the Bondh olders under this Ordinance against all claims and 
demands . 






Section 711. 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 or 
any Supplemental Ordinance. 

Section 712. Prompt Acquisition and Construction . The City 
covenants that upon the receipt of the proceeds of any Series 
issued to pay the costs of Capital Projects, the City will with 
reasonable dispatch proceed with the construction, installation 



-46- 



and acquisition of such Capital Projects and that it will expedi- & 

tiously complete such construction, installation and acquisition, 
in a good workmanlike manner, substantially in accordance with 
the plans and specifications therefor and in conformity with law 
and all requirements of all governmental agencies having jurisdic- 
tion thereover. The City will cause all materials and equipment 
incorporated in any such Capital Project to be of good quality, 
free and clear from any material faults or defects. 



The City covenants that no payment will be made from the 
Construction Fund for labor or materials or to contractors, 
builders or materialmen, on account of the construction, acquisi- 
tion and installation of Capital Projects, or any portion thereof, 
unless such portion is located on lands which are owned by the 
City in fee simple or over which the City shall have acquired 
sufficient leases, easements, servitudes or control for the 
purposes of such Capital Projects. 

Section 713 . Tax Covenants . 



1 



1 
I 



(a) The City covenants not to take any action or omit to 
take any action which is lawful and within its power to take, and 
which, if taken or omitted, would cause interest on the Bonds to 
be includable in gross income of the holders of the Bonds for 
Federal income tax purposes. 

(b) The City further covenants that it will not take any -- - 
action or omit to take any action with respect to the investment \) 
of the proceeds of any Series or with respect to the payments 
derived under the Airport Use Agreements which would result in 
causing Bonds of any Series to constitute "arbitrage bonds" 
within the meaning of such term as defined in the Code. 



\ 



Section 714. Airport Use Agreements . fs 

(a) The City shall operate and maintain the Airport in a N 
manner which will entitle it at all times to charge and collect ^ 
fees, charges and rentals in accordance with the Airport Use ^ 
Agreements and shall take all reasonable measures permitted by ^ 
law to enforce prompt payment to it of such fees, charges and \ 
rentals . N 

(b) The City covenants that it will not rescind, terminate, / 
amend or modify any Airport Use Agreement if such rescission, N 
termination, amendment or modification would in any manner materi- 
ally and adversely affect the rights or security of the holders 

of the Bonds. In furtherance of such covenant the City agrees [h 

that while any Bonds are Outstanding the City shall not (i) rescind \J 

or terminate any Airport Use Agreement unless an "Event of Default" ^ 

under Section 24.01 thereof has occurred and is continuing; \^ 

provided, however, that the City may substitute under an Airport Qj \ 

Use Agreement an airline engaged in an Air Transportation Business \ / 

for any Airline Party, if the airline substituted for such Airline \l 



-47- 



Party agrees to undertake all of the obligations and duties of 
.the Airline Party for which it is being substituted under such 
Airport Use Agreement, or (ii) amend any such Airport Use Agreement 
to modify the obligation of the Airline Party under such Airport 
Use Agreement with respect to the payment of Airport Fees and 
Charges sufficient, after taking into account all other Revenues, 
to satisfy all of the deposit requirements specified in Section 
503 and to satisfy the covenant of the City specified in Section 
704(b). 

(c) The City covenants that it will file with the Trustee 
true and complete copies of each Airport Use Agreement and each 
amendment or supplement to any Airport Use Agreement. 

ARTICLE VIII 

ADMINISTRATION OF AIRPORT 

Section 801. Management . The City covenants that in order 
to assure the efficient management and operation of the Airport 
and to assure the holders of the Bonds that the Airport 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. The City- 
will not take, or allow any other person to take, any action 
which would cause the Federal Aviation Administrator of the 
Federal Aviation Administration, Department of Transportation, or 
any successor to the powers and authority of such Administrator, 
to suspend or revoke the Airport's airport operating certificate 
issued under the Federal Aviation Act of 1958, or any successor 
statute. The City will comply with all valid acts, rules, regu- 
lations, orders and directives of any governmental, legislative, 
executive, administrative or judicial body applicable to the 
Airport, unless the same shall be contested in good faith, all to 
the end that the Airport will remain operative at all times . 

Section 802. Operation and Maintenance of Airport . The 
City covenants that it will use its best efforts to see that the 
Airport shall at all times be operated and maintained in an 
efficient operating condition; and such repairs shall be made 
thereto as shall be necessary or appropriate in the prudent 
management thereof to insure its economic and efficient operation 
at all times. The City shall cause all rentals, rates and other 
charges for the use and operation of the Airport and for certain 
services rendered by the City in the operation thereof to be 
collected when and as due and shall prescribe and enforce rules 
and regulations for the payment thereof and for the consequences 
of nonpayment thereof. The City will, out of the Operation and 
Maintenance Fund, from time to time, duly pay and discharge, or 
cause to be paid and discharged, any taxes, assessments or other 
governmental charges lawfully imposed upon the Airport (excluding 
the Land Support Area) 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 

-48- 



by law become a lien or charge upon the Airport, or which might Q^ 

impair the security of the Bonds. \ 



Section 803. 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 

pursuant to law, and will not at any time voluntarily do, suffer p. 

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 804. Independent Airport Consultant . The City 
covenants that it will continuously employ an Independent Airport 
Consultant. The Independent Airport Consultant shall inspect the 
Airport and make reports thereon and advise and make recommenda- 
tions to the City in connection with the administration, operation 
and maintenance thereof, including recommendations for any revi- \ 

sions necessary in fees, rates, and charges to comply with the 
provisions of this Ordinance, and shall prepare the Operation and 
Maintenance Expense Projection. Copies of each report and recom- 
mendation of the Independent Airport Consultant shall be sent as 
soon as available, but not later than 120 days prior to the 
commencement of each Fiscal Year, to the Commissioner of Aviation, 
the City Comptroller and the City Budget Director. 

Section 805. Airport Budget . The City shall prepare prior 

to the beginning of each Fiscal Year an annual budget for the \ 

Airport setting forth for the ensuing Fiscal Year in reasonable ^ 

detail, among other things, estimated Revenues and Operation and ^S 

Maintenance Expenses. Such budget shall be prepared in accordance C^ 

with applicable law and shall be made available to the City \ 

Council in sufficient time for it to act thereon as required by N 
law. All Operation and Maintenance Expenses shall be reasonable 

and the total expenditures shall not exceed in any Fiscal Year / 

the total expenditures thus set forth in the annual budget except N 
to the extent approved by the City Council in accordance with 
law. 

Section 806. Leases and Concessions . The City shall have VJ 

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 
purpose necessary or incidental to the operation of the Airport 
or for any purpose which in the opinion of the Independent Airport 
Consultant does not in any way interfere with the operation of 
the Airport. 

-49- 









H 



ARTICLE IX 

SPECIAL FACILITIES 

Section 901. Construction, Installation and Acquisition of 
Special Facility Improvements . The construction, installation 
and acquisition of Special Facility Improvements is hereby author- 
ized under and pursuant to the terms and conditions hereinafter 
set forth in this Article. 

Section 902. Authorization . Before any Special Facility 
Improvement shall be constructed, installed or acquired by the 
City, the City, pursuant to this Article, shall adopt an ordinance 
or resolution describing in reasonable detail, sufficient for 
identification thereof, the Special Facility Improvement to be 
constructed, installed or acquired by the City, and before any 
Special Facility Revenue Bonds are issued the City shall likewise 
adopt an ordinance or resolution authorizing the issuance of 
Special Facility Revenue Bonds to finance the cost of construc- 
tion, installation, or acquisition of such Special Facility 
Improvement and prescribing the rights, duties, remedies, and 
obligations of the City and the holders, from time to time, of 
such Special Facility Revenue Bonds. 

Section 903. Special Facility Revenue Bonds . The Special 
Facility Revenue Bonds authorized by the ordinance or resolution 
referred to in Section 902 shall be revenue Bonds payable solely 
from rentals or other charges derived by the City under and 
pursuant to a Special Facility Financing Arrangement entered into 
by and between the City, as lessor or lender, and such person, 
either public or private, as shall lease, as lessee, the related 
Special Facility Improvement from the City, or borrow from the 
City to finance the construction, installation and acquisition of 
such Special Facility Improvement, and may be issued by the City 
notwithstanding the limitations, restrictions and conditions 
contained in this Ordinance relating to the issuance of Bonds; 
provided, however, that no Special Facility Revenue Bonds shall 
be issued by the City unless, prior thereto, there shall have 
been filed with the City a certificate, executed by the Indepen- 
dent Airport Consultant, certifying that the estimated rentals, 
debt service or other charges to be derived by the City under and 
pursuant to the related Special Facility Financing Arrangement 
will be at least sufficient to pay the principal of, premium, if 
any, and interest on, such Special Facility Revenue Bonds as the 
same mature and become due, all costs of operating and main- 
taining such Special Facility Improvement required to be paid for 
by the City and for which no mechanism for reimbursement to the 
City has been established other than pursuant to such Special 
Facility Financing Arrangement and all sinking and other reserve 
fund payments required by the ordinance or resolution authorizing 
the Special Facility Revenue Bonds as the same become due; and 
provided, further, that no such Special Facility Revenue Bonds 
shall be issued by the City until the City has entered into a 
Special Facility Financing Arrangement which shall be for a term 



-50- 



V] 



at least as long as the period during which such Special Facility 



, _ 1 

Revenue Bonds are outstanding and unpaid. O 

ARTICLE X (V 

SUPPLEMENTAL ORDINANCES 

Section 1001. Supplemental Ordinances Effective Upon Filing (Y 

With the Trustee . For any one or more of the following purposes JJJ 

and at any time or from time to time, a Supplemental Ordinance ^ 

may be adopted by the City Council, which, upon the filing with n; 
the Trustee of a copy thereof certified by the City Clerk, shall 

be fully effective in accordance with its terms : & 

(a) To close this Ordinance against, or provide limita- 
tions and restrictions in addition to the limitations and 
restrictions contained in this Ordinance on, the authen- 
tication and delivery of Bonds or the issuance of other 
evidences of indebtedness; 



^ 



.93 



(b) To add to the covenants and agreements of the City 
in this Ordinance other covenants and agreements to be 
observed by the City which are not contrary to or inconsis- n; 
tent with this Ordinance as theretofore in effect; O 

(c) To add to the limitations and restrictions in tms •- _ \ 
Ordinance other limitations and restrictions to be observed 

by the City which are not contrary to or inconsistent with 
this Ordinance as theretofore in effect; 



S 



(d) To surrender any right, power or privilege reserved 
to or conferred upon the City by the terms of this Ordinance, 
but only if the surrender of such right, power or privilege C\ 

is not contrary to or inconsistent with the covenants and \J 

agreements of the City contained in this Ordinance; 



\ 



(e) To authorize a Series and, in connection therewith A 

specify and determine the matters and things referred to in 
Section 206 or Section 207, as the case may be, and also any 
other matters and things relative to such Bonds which are 
not contrary to or inconsistent with this Ordinance as 

theretofore in effect, or to amend, modify or rescind any \j 

such authorization, specification or determination at any 
time prior to the first authentication and delivery of 
such Bonds; » 



SI 



(f) To confirm, as further assurance, the pledge under 
Section 204, and the subjection to any lien, claim or pledge ^ 

created or to be created by, this Ordinance; and o 



(g) To modify any of the provisions of this Ordinance 
in any respect whatever, provided that (i) such modification 
shall be, and be expressed to be, effective only after all 



? ) 



i 



-51- 



Bonds Outstanding at the date of the adoption of such Supple- 
mental Ordinance shall cease to be Outstanding, and (ii) 
such Supplemental Ordinance shall be specifically referred 
to in the text of all Bonds of any Series authenticated and 
delivered after the date of the adoption of such Supple- 
mental Ordinance and of Bonds issued in exchange therefor or 
in place thereof. 

Section 1002. Supplemental Ordinances Effective Upon Consent 
of Trustee . 

(a) For any one or more of the following purposes and at 
any time or from time to time, a Supplemental Ordinance may be 
adopted by the City Council, which, upon (i) the filing with the 
Trustee of a copy thereof certified by the City Clerk, and (ii) 
the filing with the Trustee and the City of an instrument in 
writing made by the Trustee consenting thereto, shall be fully 
effective in accordance with its terms: 

(1) To cure any ambiguity, supply any omission, or 
cure or correct any defect or inconsistent provision in this 
Ordinance; or 

(2) To insert such provisions clarifying matters or 
questions arising under this Ordinance as are necessary or 
desirable and are not contrary to or inconsistent with this 
Ordinance as theretofore in effect. 

(3) To provide additional duties of the Trustee under 
this Ordinance. 

(b) Any such Supplemental Ordinance may also contain one or 
more of the purposes specified in Section 1001, and in that 
event, the consent of the Trustee required by this Section shall 
be applicable only to those provisions of such Supplemental 
Ordinance as shall contain one or more of the purposes set forth 
in subsection (a) of this Section. 

Section 1003. Supplemental Ordinances Effective With Consent 
of Bondholders . At any time or from time to time, a Supplemental 
Ordinance may be adopted by the City Council, subject to consent 
by Bondholders in accordance with and subject to the provisions 
of Article XI, which Supplemental Ordinance, upon the filing with 
the Trustee of a copy thereof certified by the City Clerk and 
upon compliance with the provisions of Article XI, shall become 
fully effective in accordance with its terms. 



Section 1004. General Provisions. 



(a) This Ordinance shall not be modified or amended in any 
respect except as provided in and in accordance with and subject 
to the provisions of this Article and Article XI and in compliance 
with Section 8.02(b) (vi) of the Airport Use Agreements. Nothing 
in this Article or Article XI contained shall affect or limit the 



-52- 






(b) Any provision in this Article for publication of a 



Section 1102. Powers of Amendment . Any modification or 
amendment of this Ordinance or of any Supplemental Ordinance or 
of the rights and obligations of the City and of the holders of 

-53- 



1 



right or obligation of the City to adopt, make, do, execute, v^ 

acknowledge or deliver any ordinance, resolution, act or other 

instrument pursuant to the provisions of Section 711 or the right 

or obligation of the City to execute and deliver to any Fiduciary 

any instrument which elsewhere in this Ordinance it is provided 

shall be delivered to said Fiduciary. (\- 

(b) Any Supplemental Ordinance referred to and permitted or 
authorized by Sections 1001 and 1002 may be adopted by the City 
Council without the consent of any of the Bondholders, but shall f\% 

become effective only on the conditions, to the extent and at the 
time provided in said Sections, respectively. The copy of every 
Supplemental Ordinance filed with the Trustee shall be accom- 
panied by a Counsel ' s Opinion stating that such Supplemental 

Ordinance has been duly and lawfully adopted in accordance with ^ 

the provisions of this Ordinance, is authorized or permitted by s\ 

this Ordinance, and is valid and binding upon the City and enforce- 
able in accordance with its terms . 






(c) The Trustee is hereby authorized to accept the delivery 
of a certified copy of any Supplemental Ordinance referred to and 
permitted or authorized by Sections 1001, 1002 or 1003 and to 
make all further agreements and stipulations which may be therein 
contained, and the Trustee, in taking such action, shall be fully 
protected in relying on an opinion of counsel (which may be a 

Counsel's Opinion) that such Supplemental Ordinance is authorized C? 

or permitted by the provisions of this Ordinance. -- _ C« 

(d) No Supplemental Ordinance shall change or modify any of 
the rights or obligations of any Fiduciary without its written 
assent thereto. 



\ 



ARTICLE XI 

AMENDMENTS \J 



ft 
\ 



Section 1101. Mailing and Publication of Notice of Amendment . 

& 

(a) Any provision in this Article for the mailing of a \ 

notice or other paper to Bondholders shall be fully complied with 

if it is mailed postage prepaid only (i) to each registered owner 

of then Outstanding Bonds at his address, if any, appearing upon . 

the registration books maintained by the City at the principal \| 

corporate trust office of the Trustee, (ii) to each holder of any 

coupon Bond who shall have filed with the Trustee within two 

years preceding such mailing an address for notices, and (iii) to 

the Trustee. 



st 



notice or other matter shall require the publication thereof only 

in the Authorized Newspapers. r^ ) 



N 



the Bonds and coupons, in any particular, may be made by a Supple- 
mental Ordinance, with the written consent given as provided in 
Section 1103 (a) of the holders of at least two-thirds in prin- 
cipal amount of the Bonds Outstanding at the time such consent is 
given, (b) in case less than all of the several Series of then 
Outstanding Bonds are affected by the modification or amendment, 
of the holders of at least two-thirds in principal amount of the 
then Outstanding Bonds of each Series so affected, and (c) in 
case the modification or amendment changes the terms of any 
Sinking Fund Payment, of the holders of at least two-thirds in 
principal amount of the then Outstanding Bonds of the particular 
Series and maturity entitled to such Sinking Fund Payment; except 
that if such modification or amendment will, by its terms, not 
take effect so long as any Bonds of any specified like Series and 
maturity remain Outstanding, the consent of the holders of such 
Bonds shall not be required and such Bonds shall not be deemed to 
be Outstanding for the purpose of any calculation of Outstanding 
Bonds under this Section. No such modification or amendment 
shall permit a change in the terms of redemption or maturity of 
the principal of any Outstanding Bond or of any installment of 
interest thereon or a reduction in the principal amount or the 
Redemption Price thereof or in the rate of interest thereon 
without the consent of the holder of such Bond, or shall reduce 
the percentages or otherwise affect the classes of Bonds the 
consent of the holders of which is required to effect any such 
modification or amendment, or shall change or modify any of the 
rights or obligations of any Fiduciary without its written assent 
thereto. For the purposes of this Section, a Series shall be 
deemed to be affected by a modification or amendment of this 
Ordinance if the same adversely affects or diminishes the rights 
of the holders of Bonds of such Series. The Trustee may in its 
discretion determine whether or not in accordance with the fore- 
going powers of amendment Bonds of any particular Series or 
maturity would be affected by any modification or amendment 
hereof and any such determination shall be binding and conclusive 
on the City and all holders of Bonds. 

Section 1103. Consent of Bondholders . 

(a) The City may at any time adopt a Supplemental Ordinance 
making a modification or amendment permitted by the provisions of 
Section 1102, to take effect when and as provided in this Section. 
A copy of such Supplemental Ordinance (or brief summary thereof 
or reference thereto in form approved by the Trustee), together 
with a request to Bondholders for their consent thereto in form 
satisfactory to the Trustee, shall be mailed by the City to 
Bondholders and shall be published in the Authorized Newspapers 
at least once a week for two successive weeks (but failure to 
mail such copy and request shall not affect the validity of the 
Supplemental Ordinance when consented to as in this Section 
provided). Such Supplemental Ordinance shall not be effective 
unless and until (i) there shall have been filed with the Trustee 
(1) the written consents of holders of the percentages of Outstand- 
ing Bonds specified in Section 1102 and (2) a Counsel's Opinion 



-54- 



stating that such Supplemental Ordinance has been duly and law- x 
fully adopted and filed by the City in accordance with the provi- 
sions of this Ordinance, is authorized or permitted hereby and is N 
valid and binding upon the City and enforceable in accordance 

with its terms and (ii) a notice shall have been published as . 

hereinafter provided in this Section. [^ 

(b) The consent of a Bondholder to any modification or 
amendment shall be effective only if accompanied by proof of the 
holding, at the date of such consent, of the Bonds with respect (V\ 

to which such consent is given, which proof shall be such as is \| 

permitted by Section 1315. A certificate or certificates signed oC 

by the Trustee filed with the Trustee that it has examined such 
proof and that such proof is sufficient in accordance with Sec- 
tion 1315 shall be conclusive that the consents have been given 
by the holders of the Bonds described in such certificate or 
certificates. Any such consent shall be binding upon the holder 
of the Bonds giving such consent and upon any subsequent holder 
of such Bonds and of any Bond issued in exchange therefor (whether 
or net such subsequent holder thereof has notice thereof) unless 
such consent is revoked in writing by the holder of such Bonds 
giving such consent or a subsequent holder thereof by filing with 
the Trustee, prior to the time when the written statement of the 
Trustee hereinafter provided for in this Section is filed, such 
revocation and, if such Bonds are transferable by delivery, proof 
that such Bonds are held by the signer of such revocation in the 
manner permitted by Section 1315. The fact that a consent has 
not been revoked may likewise be proved by a certificate of the 
Trustee filed with the Trustee to the effect that no revocation 
thereof is on file with the Trustee. 






* 



\ 



(c) At any time after the holders of the required percent- 
ages of Bonds shall have filed their consents to the Supplemental 
Ordinance, the Trustee shall make and file with the City and the . 

Trustee a written statement that the holders of such required Ml 

percentages of Bonds have filed such consents. Such written \J 

statement shall be conclusive that such consents have been so ^ 

filed. At any time thereafter notice, stating in substance that X 

the Supplemental Ordinance (which may be referred to as a Supple- ^ 

mental Ordinance adopted by the City Council on a stated date, a 
copy of which is on file with the Trustee) has been consented to 
by the holders of the required percentages of Bonds and will be 
effective as provided in this Section, may be given to Bondholders 
by the City by mailing such notice to Bondholders (but failure to 
mail such notice shall not prevent such Supplemental Ordinance 
from becoming effective and binding as provided in this Section) 
and by publishing the same in the Authorized Newspapers at least ^ 

once not more than 90 days after the holders of the required 

percentages of Bonds shall have filed their consents to the o! 

Supplemental Ordinance and the written statement of the Trustee ^v 

hereinabove provided for is filed. The City shall file with the XJ 

Trustee proof of the publication of such notice and, if the same \^ J 

shall have been mailed to Bondholders, of the mailing thereof. A \, 

record, consisting of the papers required or permitted by this / 



to 






-55- 



Section to be filed with the Trustee, shall be proof of the 
matters therein stated. Such Supplemental Ordinance making such 
amendment or modification shall be deemed conclusively binding 
upon the City, the Fiduciaries and the holders of all Bonds and 
coupons at the expiration of 40 days after the filing with the 
Trustee of the proof of the first publication of such last men- 
tioned notice, except in the event of a final decree of a court 
of competent jurisdiction setting aside such Supplemental Ordi- 
nance in a legal action or equitable proceeding for such purpose 
commenced within such 40 day period; except that any Fiduciary 
and the City during such 40 day period and any such further 
period during which any such action or proceeding may be pending 
shall be entitled in their absolute discretion to take such 
action, or to refrain from taking such action, with respect to 
such Supplemental Ordinance as they may deem expedient. 

Section 1104. Modifications by Unanimous Consent . The 
terms and provisions of this Ordinance and the rights and obliga- 
tions of the City and of the holders of the Bonds and coupons 
hereunder may be modified or amended in any respect upon the 
adoption by the City Council and filing by the City of a Supple- 
mental Ordinance and the consent of the holders of all the then 
Outstanding Bonds, such consent to be given as provided in Section 
1103 except that no notice to Bondholders either by mailing or 
publication shall be required; but no such modification or amend- 
ment shall change or modify any of the rights or obligations of 
any Fiduciary without the filing with the Trustee of the written 
assent thereto of such Fiduciary in addition to the consent of 
the Bondholders. 

Section 1105. Exclusion of Bonds . Bonds owned or held by 
or for the account of the City shall not be deemed Outstanding 
for the purpose of consent or other action or any calculation of 
Outstanding Bonds provided for in this Article, and the City 
shall not be entitled with respect to such Bonds to give any 
consent or take any other action provided for in this Article. 
At the time of any consent or other action taken under this 
Article, the City shall furnish the Trustee with a Certificate 
upon which the Trustee may rely, describing all Bonds so to be 
excluded. 

Section 1106. Notation on Bonds . Bonds authenticated and 
delivered after the effective date of any action taken as in 
Article X or this Article provided may, and, if the Trustee so 
determines, shall, bear a notation by endorsement or otherwise in 
form approved by the City and the Trustee 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 that purpose 
at the principal office of the Trustee or upon any exchange or 
registration of transfer of any Bond Outstanding at such effec- 
tive date, suitable notation shall be made on such Bond or upon 
any Bond issued upon any such exchange or registration of trans- 
fer by the Trustee as to any such action. If the City or the 
Trustee shall so determine, new Bonds so modified as in the 



-56- 



ARTICLE XII 

DEFAULT AND REMEDIES 

Section 1201. Events of Default . Each of the following 
events of default is hereby declared an "Event of Default" : 



(b) Payment of any installment of interest on any Bond 
shall not be made when the same shall become due; 



V 



opinion of the Trustee and the City to conform to such action J^ 

shall be prepared, authenticated and delivered, and upon demand 

of the holder of any Bond then Outstanding shall be exchanged, 

without cost to such Bondholder, for Bonds of the same Series and 

maturity then Outstanding, upon surrender of such Bonds with all 

unpaid coupons, if any, appertaining thereto. 






1 

"1 



(a) Payment of the principal or Redemption Price, if 
any, of any Bond shall not be made when and as the same 
shall become due, whether at maturity or upon call for 
redemption or otherwise; ^ 






X 



(c) The City shall fail or refuse to comply with the 
provisions of this Ordinance, or shall default in the per- 
formance or observance of any of the covenants, agreements 
or conditions on its part contained herein or the Bonds, •- . 

which materially affects the rights of the holders of the vj 

Bonds, and such failure, refusal or default shall continue 
for a period of 45 days after written notice thereof by the 
Trustee or the holders of not less than 25% in principal 
amount of the Outstanding Bonds; provided, however, that in 
the case of any such default which can be cured by due 

diligence but which cannot be cured within the 45 day #^ 

period, the time to cure shall be extended for such period H 

as may be necessary to remedy the default with all due V 

diligence. ^ 

Section 1202. Remedies . C^ 

\ 

(a) Upon the happening and continuance of any Event of N| 

Default specified in paragraph (a) or (b) of Section 1201, the 
Trustee shall proceed, or upon the happening and continuance of 
any Event of Default specified in paragraph (c) of Section 1201, 
the Trustee may proceed, and upon the written request of the 
holders of not less than 25% in principal amount of the Outstand- 
ing Bonds, shall proceed, in its own name, subject to the provi- lK 
sions of this Section, to protect and enforce its rights and the V ! 
rights of the Bondholders by such of the following remedies as Cj 
the Trustee, being advised by counsel, shall deem most effectual sR 
to protect and enforce such rights: \ 

V J 



<sl 



-57- 



(i) By mandamus or other suit, action or proceeding at 
law or in equity, to enforce all rights of the Bondholders, 
including the right to require the City to receive and 
collect the Revenues adequate to carry out the covenants and 
agreements as to such Revenues and the pledge contained in 
Section 204 and to require the City to carry out any other 
covenant or agreement with Bondholders and to perform its 
duties under this Ordinance; 

(ii) By bringing suit upon the Bonds; 

(iii) By action or suit in equity, require the City to 
account as if it were the trustee of an express trust for 
the Bondholders; or 

(iv) By action or suit in equity, enjoin any acts or 
things which may be unlawful or in violation of the rights 
of the Bondholders. 

(b) In the enforcement of any rights and remedies under 
this Ordinance, the Trustee shall be entitled to sue for, enforce 
payment on and receive any and all amounts then or during any 
default becoming, and at any time remaining, due from the City 
but only out of moneys pledged as security for the Bonds for 
principal, Redemption Price, interest or otherwise, under any 
provision of this Ordinance or of the Bonds, and unpaid, with 
interest on overdue payments at the rate or rates of interest 
specified in such Bonds, together with any and all costs and 
expenses of collection and of all proceedings hereunder and under 
such Bonds, without prejudice to any other right or remedy of the 
Trustee or of the Bondholders, and to recover and enforce a 
judgment or decree against the City for any portion of such 
amounts remaining unpaid, with interest, costs and expenses, and 
to collect from any moneys available under this Ordinance for 
such purpose, in any manner provided by law, the moneys adjudged 
or decreed to be payable. 

Section 1203. Priority of Payments After Default . 

(a) In the event that upon the happening and continuance of 
any Event of Default, the moneys held by any Fiduciary shall be 
insufficient for the payment of principal or Redemption Price, if 
any, and interest then due on the Bonds, such moneys (other than 
moneys held for the payment or redemption of particular Bonds or 
coupons which have theretofore become due at maturity or by call 
for redemption) and any other moneys received or collected by the 
Trustee acting pursuant to this Article, after making provision 
for the payment of any expenses necessary in the opinion of the 
Trustee to protect the interests of the holders of the Bonds and 
for the payment of the charges and expenses and liabilities 
incurred and advances made by any Fiduciary in the performance of 
its duties under this Ordinance, shall be applied as follows: 



-58- 



1 
1 



First: To the payment to the persons entitled thereto 
of all installments of interest then due in the order of the 
maturity of such installments, and, if the amount available 
shall not be sufficient to pay in full any installment, then 
to the payment thereof ratably, according to the amounts due [V 

on such installment, to the persons entitled thereto, without 
any discrimination or preference; and 



Second: To the payment to the persons entitled thereto (V 

of the unpaid principal or Redemption Price of any Bonds JJ 

which shall have become due, whether at maturity or by call ^\ 

for redemption, in the order of their due dates with interest 
on such Bonds from the respective dates upon which such 

principal or Redemption Price became due at the rate borne & 

by the Bonds and, if the amounts available shall not be s\ 

sufficient to pay in full all the Bonds due on any date, 
then to the payment thereof ratably, according to the amounts 
of principal or Redemption Price, if any, due on such date, 
to the persons entitled thereto, without any discrimination 
or preference. 



>& 



% 



\ 



(b) Whenever moneys are to be applied by the Trustee pur- 
suant to the provisions of this Section, such moneys shall be 

applied by the Trustee at such times, and from time to time, as *J; 

the Trustee in its sole discretion shall determine, having due O 

regard to the amount of such moneys available for application and (^ 

the likelihood of additional moneys becoming available for such "* - \ 
application in the future. The deposit of such moneys with the 
Paying Agents, or otherwise setting aside such moneys in trust 
for the proper purpose, shall constitute proper application by 
the Trustee and the Trustee shall incur no liability whatsoever 
to the City, to any Bondholder or to any other person for any 
delay in applying any such moneys, so long as the Trustee acts 

with reasonable diligence, having due regard for the circum- f\ 

stances, and ultimately applies the same in accordance with such Vl 

provisions of this Ordinance as may be applicable at the time of 
application by the Trustee. Whenever the Trustee shall exercise 
such discretion in applying such moneys, it shall fix the date X 

(which shall be an Interest Payment Date unless the Trustee shall 
deem another date more suitable) upon which such application is 
to be made and upon such date interest on the amounts of princi- 
pal to be paid on such date shall cease to accrue. The Trustee 
shall give such notice as it may deem appropriate for the fixing 
of any such date. The Trustee shall not be required to make 
payment to the holder of any unpaid coupon or any Bond unless 
such coupon or such Bond shall be presented to the Trustee for 
appropriate endorsement or for cancellation if fully paid. 

V 
Section 1204. Termination of Proceedings . In case any 

proceedings taken by the Trustee on account of any Event of ^ 

Default shall have been discontinued or abandoned for any reason, W \ 

then in every such case the City, the Trustee and the Bondholders 

shall be restored to their former positions and rights hereunder, 

respectively, and all rights, remedies, powers and duties of the 



\ 

1 



N 



-59- 



Trustee shall continue as though no such proceeding had been 
taken . 

Section 1205. Bondholders' Direction of Proceedings . 
Anything in this Ordinance to the contrary notwithstanding, the 
holders of the majority in principal amount of the Bonds then 
Outstanding shall have the right by an instrument or concurrent 
instruments in writing executed and delivered to the Trustee, to 
direct the method of conducting all remedial proceedings to be 
taken by the Trustee hereunder, except that such direction shall 
not be otherwise than in accordance with law or the provisions of 
this Ordinance, and that the Trustee shall have the right to 
decline to follow any such direction which in the opinion of the 
Trustee would be unjustly prejudicial to Bondholders not parties 
to such direction. 

Section 1206. Limitation on Rights of Bondholders . 

(a) No holder of any Bond shall have any right to institute 
any suit, action, mandamus or other proceeding in equity or at 
law under this Ordinance, or for the protection or enforcement of 
any right or remedy under this Ordinance or any right under law 
unless such holder shall have given to the Trustee written notice 
of the Event of Default or breach of duty on account of which 
such suit, action or proceeding is to be taken, and unless the 
holders of not less than 25% in principal amount of the Bonds 
then Outstanding shall have made written request of the Trustee 
after the right to exercise such powers or right of action, as 
the case may be, shall have occurred, and shall have afforded the 
Trustee a reasonable opportunity either to proceed to exercise 
the powers herein granted or granted under the law or to in- 
stitute such action, suit or proceeding in its name and unless, 
also, there shall have been offered to the Trustee reasonable 
security and indemnity against the costs, expenses and liabilites 
to be incured therein or thereby, and the Trustee shall have 
refused or neglected to comply with such request within a reason- 
able time; and such notification, request and offer of indemnity 
are hereby declared in every such case, at the option of the 
Trustee, to be conditions precedent to the execution of the 
powers under this Ordinance or for any other remedy under this 
Ordinance or under law. It is understood and intended that no 
one or more holders of the Bonds hereby secured shall have any 
right in any manner whatever by his. or their action to affect, 
disturb or prejudice the security of this Ordinance, or to 
enforce any right under this Ordinance or under law with respect 
to the Bonds or this Ordinance, except in the manner herein 
provided, and that all proceedings at law or in equity shall be 
instituted, had and maintained in the manner herein provided and 
for the benefit of all holders of the Outstanding Bonds and 
coupons . Nothing in this Article contained shall affect or 
impair the right of any Bondholder to enforce the payment of the 
principal or Redemption Price, if any, of and interest on his 
Bonds, or the obligation of the City to pay the principal or 
Redemption Price, if any, of and interest on each Bond issued 



-60- 






I 



f>l 



under this Ordinance to the holder thereof at the time and place & 

in said Bond and appurtenant coupons, if any, expressed. o 

(b) Notwithstanding anything to the contrary contained in 
this Section, or any other provision of this Ordinance, each [V 

holder of any Bond by his acceptance thereof shall be deemed to 
have agreed that any court in its discretion may require, in any 
suit for the enforcement of any right or remedy under this Ordin- 
ance, or in any suit against the Trustee for any action taken or 
omitted by it as Trustee, the filing by any party litigant in 
such suit of an undertaking to pay the reasonable costs of such 
suit, and that such court may in its discretion assess reasonable 
costs, including reasonable attorneys' fees, against any party o 

litigant in any such suit, having due regard to the merits and & 

good faith of the claims or defenses made by such party litigant; ^ 

but the provisions of this paragraph shall not apply to any suit 
instituted by the Trustee, to any suit instituted by any Bond- 
holder, or group of Bondholders, holding at least 25% in princi- 
pal amount of the Bonds Outstanding, or to any suit instituted by 
any Bondholder for the enforcement of the payment of the principal 
or Redemption Price of or interest on any Bond on or after the 
respective due date thereof expressed in such Bond. \M 

Section 1207. Possession of Bonds by Trustee Not Required . 
All rights of action under this Ordinance or under any of the. ^ 

Bonds, enforceable by the Trustee, may be enforced by it without y^ 

the possession of any of the Bonds or the coupons appertaining •• - \ 

thereto or the production thereof on the trial or other proceed- 
ing relative thereto, and any such suit, action or proceeding 
instituted by the Trustee shall be brought in its name for the 
benefit of all the holders of such Bonds and coupons, subject to 
the provisions of this Ordinance. 



-& 



X 



Section 1208. Remedies Not Exclusive . No remedy herein f\ 

conferred upon or reserved to the Trustee or to the Bondholders \ 1 

by this Ordinance is intended to be exclusive of any other remedy v 

or remedies, and each and every such remedy shall be cumulative >S 

and shall be in addition to any other remedy given hereunder or X 
now or hereafter existing at law or in equity or by statute. 

Section 1209. No Waiver of Default . No delay or omission 
by the Trustee or by any Bondholder 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 
any acquiesence therein and every power and remedy given by this 
Ordinance to the Trustee and the holders of the Bonds, respec- - 

tively, may be exercised from time to time and as often as may be 
deemed expedient. \1 

Section 1210. Notice to Bondholders. The Trustee shall ^ 



give to the Bondholders notice of each Event of Default under 
this Ordinance known to the Trustee within 90 days after know- 
ledge of the occurrence thereof, unless such Event of Default 1 
shall have been remedied or cured or necessary moneys provided 



?j 



-61- 



before the giving of such notice; but, except in the case of 
default in the payment of the principal or Redemption Price-, if 
any, of or interest on any of the Bonds, the Trustee shall be 
protected in withholding such notice if and so long as the board 
of directors, the executive committee, or a trust committee of 
directors or responsible officers of the Trustee in good faith 
determines that the withholding of such notice is in the inter- 
ests of the Bondholders. Each such notice shall be given by the 
Trustee by mailing written notice thereof: (a) to all registered 
holders of Bonds, as the names and addresses of such holders 
appear upon the books for registration and transfer of Bonds as 
kept by the Trustee, (b) to such Bondholders as have filed their 
names and addresses with the Trustee for that purpose, and (c) to 
such other persons as is required by law. 

Section 1211. Subordination of Detached Coupons . No coupon 
or claim for interest appertaining to any of the Bonds which in 
any way at or after maturity shall have been transferred or 
pledged separate and apart from the Bond to which it appertains 
shall, unless accompanied by such Bond, be entitled in case of an 
Event of Default under this Ordinance to any benefit by or from 
this Ordinance, except after the prior payment in full of the 
principal or Redemption Price, if any, of all of the Bonds then 
due and of all coupons and claims for interest then due not so 
transferred or pledged. 

ARTICLE XIII 

CONCERNING THE FIDUCIARIES 

Section 1301. Trustee . The Trustee hereunder to be appointee 
shall be a bank, trust company or national banking association 
having the powers of a trust company doing business and having 
its principal office in the City of Chicago, in the State of 
Illinois, having a combined capital, surplus and undivided pro- 
fits in excess of $250,000,000 if there be such a bank, trust 
company or national banking association willing and able to 
accept the office on reasonable and customary terms and author- 
ized by law to perform all the duties imposed upon it by this 
Ordinance. Unless otherwise provided in a Supplemental Ordinance 
adopted prior to the initial issuance of any Bonds, the Mayor is 
hereby authorized to appoint the Trustee by a written instrument 
delivered to the Trustee. The Trustee shall signify its accept- 
ance of the duties and obligations imposed upon it by this 
Ordinance by a written instrument of acceptance addressed and 
delivered to the City and, the Trustee shall be deemed to have 
accepted such duties and obligations with respect to all Bonds 
thereafter to be issued; but only, however, upon the terms and 
conditions set forth in this Ordinance. 



-62- 



Section 1302. Appointment, and Acceptance of Duties of Pay- (A 

ing Agents . ^\ 

(a) The City shall appoint one or more Paying Agents for 
the Bonds of any Series in the Supplemental Ordinance authorizing N 

such Bonds or shall appoint such Paying Agent or Paying Agents by 
ordinance or resolution of the City Council adopted prior to the 
authentication and delivery of such Bonds, and may at any time or 
from time to time appoint one or more other Paying Agents in the 
manner and subject to the conditions set forth in Section 1314 
for the appointment of a successor Paying Agent. The Trustee may 
be appointed and may act as a Paying Agent. 



(c) The principal or corporate trust offices of the Paying 
Agents are hereby designated as the respective agencies of the 
City for the payment of the interest on and principal or Redemp- 
tion Price of the Bonds . 



^ 



3 



(b) Each Paying Agent shall signify its acceptance of the L^ 

duties and obligations imposed upon it by this Ordinance by \ 
written instrument of acceptance executed and delivered to the 

City and the Trustee. ' 



x 



4 
I 

Section 1303. Funds Held in Trust and Security Therefor . <S 

All moneys held by any Fiduciary, as such, at any time pursuant X s 

to the terms of this Ordinance shall be and hereby are assigned, \ 

transferred and set over unto such Fiduciary in trust for the •■ - 

purposes and upon the terms and conditions of this Ordinance. 
Subject to the provisions of Section 505 as to investment of 
moneys held hereunder, all moneys (not including securities) held 
by any Fiduciary, as such, may be deposited by such Fiduciary in 
its banking department or with such other banks, trust companies, 
or national banking associations, each having its principal place 
of business in the City, as may be designated by the City and (\ 

approved by the Trustee. No such funds shall be deposited with \j 

any bank, trust company or national banking association, other 
than the Trustee, in an amount exceeding 50% of the amount which x 

an officer of such bank, trust company or national banking asso- x 

ciation shall certify to the Trustee and the City as the combined 
capital and surplus of such bank, trust company or national A 

banking association. No such funds shall be deposited or remain 
on deposit with any bank, trust company or national banking 

association in excess of the amount insured by the Federal Deposit £ » 

Insurance Corporation, unless (a) such bank, trust company or 
national banking association shall have deposited in trust with 
the trust department of the Trustee or with a federal Reserve 
Bank or branch or, with the written approval of the Trustee and 
the City, pledged to some other bank, trust company or national \1 

banking association, for the benefit of the City and the appropri- 
ate Fund or Account, as collateral security for the moneys deposited, A* 
Qualified Collateral having a current market value (exclusive of ft 

accrued interest) at least equal to 110% of the amount of such N 

moneys, or (b) in lieu of such collateral security as to all or ^) j 



-63- 



A 



any part, of such moneys, there shall have been deposited in trust 
with the trust department of the Trustee, for the benefit of the 
City and the appropriate Fund or Account, and remain in full 
force and effect as security for such moneys or part thereof the 
indemnifying Bond or Bonds of a surety company or companies 
qualified as surety for deposits of funds of the United States of 
America and qualified to transact business in the State of Illinois 
in a sum at least equal to the amount of such moneys or part 
thereof. The Trustee and every Paying Agent shall allow and 
credit interest on any such moneys held by it at such rate as it 
customarily allows upon similar moneys of similar size and under 
similar conditions or as required by law. Interest in respect of 
moneys or on securities in any Fund or Account shall be credited 
in each case to the Fund or Account in which such moneys or 
securities are held. 

Section 1304. Responsibility of Fiduciaries . The recitals 
of fact herein and in the Bonds contained shall be taken as the 
statements of the City and no Fiduciary assumes any responsibil- 
ity for the correctness of the same. No Fiduciary makes any 
representations as to the validity or sufficiency of this Ordin- 
ance or of any Bonds or coupons issued thereunder or in respect 
of the security afforded by this Ordinance, and no Fiduciary 
shall incur any responsibility in respect thereof. The Trustee 
shall, however, be responsibile for its representation contained 
in its certificate on the Bonds. No Fiduciary shall be under any 
responsibility or duty with respect to the application of any 
moneys paid to the City or to any other Fiduciary. No Fiduciary 
shall be under any obligation or duty to perform any act which 
would involve it in expense or liability or to institute or 
defend any suit in respect hereof, or to advance any of its own 
moneys, unless properly indemnified. No Fiduciary shall be 
liable in connection with the performance of its duties hereunder 
except for its own negligence or default. Neither the Trustee 
nor any Paying Agent shall be under any responsibility or duty 
with respect to the application of any moneys paid to any one of 
the others . 

Section 1305. Evidence on Which Fiduciaries May Act . Each 
Fiduciary shall be protected in acting upon any notice, resolu- 
tion, request, consent, order, certificate, report, opinion, 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. 
Each Fiduciary may consult with counsel, who may or may not be of 
counsel to the City, and the opinion of such counsel shall be 
full and complete authorization and protection in respect of any 
action taken or suffered by it hereunder in good faith and in 
accordance therewith. Whenever any Fiduciary shall deem it 
necessary or desirable that a matter be proved or established 
prior to taking or suffering any action hereunder, including 
payment of moneys out of any Fund or Account, 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, and such Certificate shall be full warrant for 
any action taken or suffered in good faith under the provisions 

-64- 



Section 1309. Removal of Trustee. The Trustee shall be 



1 



of this Ordinance upon the faith thereof, but in its discretion >v 

the Fiduciary may in lieu thereof accept other evidence of such 
fact or matter or may require such further or additional evidence 
as to it may seem reasonable. Except as otherwise expressly 
provided herein, any request, order, notice or other direction ^ 

required or permitted to be furnished pursuant to any provision [^ 

hereof by the City to any Fiduciary shall be sufficiently exe- 
cuted if executed in the name of the City by an Authorized 
Officer. 



Section 1306. Compensation and Expenses . The City shall 
pay to each Fiduciary from time to time reasonable compensation 
for all services rendered under this Ordinance, and also all 
reasonable expenses, charges, counsel fees and other disburse- 
ments, including those of their attorneys, agents and employees 
incurred in and about the performance of their powers and duties 
under this Ordinance, and the Fiduciaries shall have a lien 
therefor on any and all moneys at any time held by it under this 
Ordinance. The City further agrees to indemnify and save each ov 

Fiduciary harmless against any liabilities which it may incur in 
the exercise and performance of its powers and duties hereunder, 
which are not due to its negligence or default. 



1 






Section 1307. Permitted Acts and Functions . Any Fiduciary 
may become the owner of any Bonds and coupons, with the same 
rights it would have if it were not such Fiduciary. To the - 
extent permitted by law, any Fiduciary may act as depositary for, 
and permit any of its officers or directors to act as a member <iN 

of, or in any other capacity with respect to, any committee 
formed to protect the rights of Bondholders or to effect or aid 
in any reorganization growing out of the enforcement of the Bonds 
or this Ordinance, whether or not any such committee shall repre- 
sent the holders of a majority in principal amount of the Bonds 
then Outstanding. 



\ 



a 



Section 1308. Resignation of Trustee . The Trustee may at \J 

any time resign and be discharged of the duties and obligations ^ 

created by this Ordinance by giving not less than 60 days' written 
notice to the City and publishing notice thereof, specifying the (^ 

date when such resignation shall take effect, once in the Author- \ 

ized Newspapers, and such resignation shall take effect upon the \) 

day specified in such notice unless previously a successor shall 
have been appointed, as provided in Section 1310, in which event 
such resignation shall take effect immediately on the appointment 
of such successor. 



<> 



a 



It 

removed by the City if at any time so requested by an instrument 

or concurrent instruments in writing, filed with the Trustee and Os 

the City, and signed by the holders of a majority in principal vK 

amount of the then Outstanding Bonds or their attorneys-in-fact jv 

duly authorized, excluding any Bonds held by or for the account 

of the City. The City may remove the Trustee at any time, except V 

during the existence of an Event of Default, for such cause as 



-65- 



^ 



shall be determined in the sole discretion of the City by filing 
with the Trustee an instrument signed by an Authorized Officer of 
the City. 

Section 1310. Appointment of Successor Trustee . 

(a) In case at any time the Trustee shall resign or shall 
be removed or shall become incapable of acting, or shall be 
adjudged a bankrupt or insolvent, or if a receiver, liquidator or 
conservator of the Trustee, or of its property, shall be appointed, 
or if any public officer shall take charge or control of the 
Trustee or of its property or affairs, the City covenants and 
agrees that it will thereupon appoint a successor Trustee. The 
City shall publish notice of any such appointment made by it in 
the Authorized Newspapers, such publication to be made within 20 
days after such appointment. 

(b) If in a proper case no appointment of a successor 
Trustee shall be made pursuant to the foregoing provisions of 
this Section within 45 days after the Trustee shall have given to 
the City written notice, as provided in Section 1308, or after a 
vacancy in the office of the Trustee shall have occurred by 
reason of its removal or inability to act, the Trustee or the 
holder of any Bond may apply to any court of competent jurisdic- 
tion to appoint a successor Trustee. Said court may thereupon, 
after such notice, if any, as such court may deem proper and - 
prescribe, appoint a successor Trustee. 

(c) Any Trustee appointed under the provisions of this 
Section in succession to the Trustee shall be a bank, trust 
company or national banking association meeting the requirements 
of Section 1301. 

Section 1311. Transfer of Rights and Property to Successor 
Trustee . Any successor Trustee appointed under this Ordinance, 
shall execute, acknowledge and deliver to its predecessor Trustee, 
and also to the City, a written instrument of acceptance respect- 
ing such appointment, and thereupon such successor Trustee, 
without any further act, deed or conveyance, shall become fully 
vested with all moneys, estates, properties, rights, powers, 
duties and obligations of such predecessor Trustee, with like 
effect as if originally named as Trustee; but the Trustee ceasing 
to act shall nevertheless, on the request of the City, or of the 
successor Trustee, execute, acknowledge and deliver such instru- 
ments of conveyance and further assurance and do such other 
things as may reasonably be required for more fully and certainly 
vesting and confirming in such successor Trustee all the right, 
title and interest of the predecessor Trustee in and to any 
property held by it under this Ordinance, and shall pay over, 
assign and deliver to the successor Trustee any money or other 
property subject to the trusts and conditions herein set forth. 
Should any deed, conveyance or instrument in writing from the 
City be required by such successor Trustee for more fully and 
certainly vesting in and confirming to such successor Trustee any 



-66- 



such estates, rights, powers and duties, any and all such deeds, ^ 

conveyances and instruments in writing shall, on request, and so O 

far as may be authorized by law, be executed, acknowledged and 1 
delivered by the City. Any such successor Trustee shall promptly 

notify the Paying Agents of its appointment as Trustee. [V 

Section 1312. Merger or Consolidation . Any company into 
which any Fiduciary may be merged or converted or with which it 
may be consolidated or any company resulting from any merger, f\x 

conversion or consolidation to which it shall be a party or any nM 

company to which any Fiduciary may sell or transfer all or sub- 
stantially all of its corporate trust business, provided such 
company shall be a bank, trust company or national banking asso- 
ciation which is qualified to be a successor to such Fiduciary Wi 
under Section 1310 or Section 1314 and shall be authorized by law v\ 
to perform all the duties imposed upon it by this Ordinance, 
shall be the successor to such Fiduciary without the execution or 
filing of any paper or the performance of any further act, any- 
thing herein to the contrary notwithstanding. 



Section 1313. Adoption of Authentication . In case any of 
the Bonds contemplated to be issued under this Ordinance shall 
have been authenticated but not delivered, any successor Trustee 



4 

uave ijccu auuicuLj.Ldi.cu uuu. uuu uenveicu, <m.Y &ullc&sui iiusi.cc v** 

may adopt the certificate of authentication of any predecessor 

Trustee so authenticating such Bonds and deliver such Bonds so ^ 

authenticated, and in case any of the said Bonds shall not have (X 

been authenticated, any successor Trustee may authenticate such e - - N. 

Bonds in the name of the predecessor Trustee, or in the name of 

the successor Trustee, and in all such cases such certificate 

shall have the full force which it is anywhere in said Bonds or 

in this Ordinance provided that the certificate of the Trustee 

shall have. 



\ 



Section 1314. Resignation or Removal of Paying Agents and C\ 

Appointment of Successors . \J 

(a) Any Paying Agent may at any time resign and be discharged 
of the duties and obligations created by this Ordinance by giving (\ 

at least 60 days' written notice to the City and Trustee. Any 
Paying Agent may be removed at any time by an instrument filed 
with such Paying Agent and the Trustee and signed by an Authorized 
Officer. Any successor Paying Agent shall be appointed by the 
City and shall be a bank, trust company or national banking \| 

association having the powers of a trust company, having a com- 
bined capital, surplus and undivided profits in excess of 
$50,000,000, and willing and able to accept the office of Paying 
Agent on reasonable and customary terms and authorized by law to 
perform all the duties imposed upon it by this Ordinance. 



^ 



ft 



i 

(b) In the event of the resignation or removal of any po 

Paying Agent, such Paying Agent shall pay over, assign and deliver 
any moneys held by it as Paying Agent to its successor, or if O. 

there be no successor then appointed, to the Trustee. In the 
event that for any reason there shall be no Paying Agent at any 
time, the Trustee shall act as such Paying Agent. 






-67- 



Section 1315. Evidence of Signatures of Bondholders and 
Ownership of Bonds . 

(a) Any request, consent or other instrument which this 
Ordinance may require or permit to be signed and executed by 
the Bondholders may be in one or more instruments of similar 
tenor, and shall be signed or executed by such Bondholders in 
person or by their attorneys appointed in writing. Proof of (i) 
the execution of any such instrument, or of an instrument appoint- 
ing any such attorney, or (ii) the holding by any person of 
the Bonds or coupons thereto appertaining, shall be sufficient 
for any purpose of this Ordinance (except as otherwise herein 
expressly provided) if made in the following manner, but the 
Trustee may nevertheless in its discretion require further or 
other proof in cases where it deems the same desirable: 

(1) The fact and date of the execution by any Bond- 
holder or his attorney of such instrument may be proved by 
the certificate, which need not be acknowledged or verified, 
of an officer of a bank or trust company satisfactory to the 
Trustee or of any notary public or other officer authorized 
to take acknowledgments of deeds to be recorded in the 
jurisdiction in which he purports to act, that the person 
signing such request or other instrument 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. The authority of the person or persons 
executing any such instrument on behalf of a corporate 
Bondholder may be established without further proof if such 
instrument is signed by a person purporting to be the presi- 
dent or vice president of such corporation with a corporate 
seal affixed and attested by a person purporting to be its 
secretary or an assistant secretary; and 

(2) The amount of Bonds transferable by delivery held 
by any person executing such request or other instrument as 
a Bondholder, and the numbers and other identification 
thereof, and the date of his holding such Bonds, may be 
provided by a certificate, which need not be acknowledged or 
verified, satisfactory to the Trustee, executed by an officer 
of a trust company, bank, financial institution or other 
depositary or member of the National Association of Securi- 
ties Dealers, Inc. wherever situated, showing that at the 
date therein mentioned such person exhibited to such officer 
or had on deposit with the Trustee the Bonds described in 
such certificate. Continued ownership after the date stated 
in such certificate may be proved by the presentation of 
such certificate if the certificate contains a statement by 
such officer that the Trustee held the Bonds therein referred 
to on the date of the certificate and that they will not be 
surrendered without the surrender of the certificate to the 
Trustee, except with the consent of the Trustee, and a 
certificate of the Trustee, which need not be acknowledged 
or verified, that such consent has not been given. 



-68- 



ARTICLE XIV 
MISCELLANEOUS 
Section 1401. Defeasance. 



I 






(b) The ownership of Bonds registered otherwise than to 
bearer and the amount, numbers and other identification, and date 
of holding the same shall be proved by the registry books. Any 
request, consent or vote of the owner of any Bond shall bind all 
future owners of such Bond in respect of anything done or suffered [V 

to be done by the City or any Fiduciary in accordance therewith. 



Section 1316. Preservation and Inspection of Documents . 
All documents received by any Fiduciary under the provisions of (V 

this Ordinance shall be retained in its possession and shall be vj 

subject at all reasonable times to the inspection of the City, t\ 

any other Fiduciary and any Bondholder and their agents and their 
representatives, any of whom may make copies thereof. 






H 



(a) If the City shall pay or cause to be paid to the holders 
of all Bonds and coupons, the principal and interest and Redemption 
Price, if any, to become due thereon, at the times and in the 
manner stipulated therein, in this Ordinance and the Supplemental 
Ordinances authorizing such Bonds, then the pledge contained in 
Section 204 and all other rights granted hereby shall be dis- •* \ 
charged and satisfied. In such event, the Trustee shall, upon 
the request of the City, execute and deliver to the City all such 
instruments as may be desirable to evidence such discharge and 
satisfaction and the Fiduciaries shall pay over or deliver to the 
City all Accounts, Funds and other moneys or securities held by 
them pursuant to this Ordinance which are not required for the 

payment or redemption of Bonds or coupons not theretofore surren- C\ 

dered for such payment or redemption. \J 

(b) Bonds or coupons or interest installments for the >^ 
payment or redemption of which funds shall have been set aside A 
and shall be held in trust by Fiduciaries (through deposit by the 
City of moneys for such payment or redemption or otherwise) \j 
shall, at the maturity or upon the date upon which such Bonds 

have been duly called for redemption thereof, be deemed to have . 

been paid within the meaning and with the effect expressed in \i 

subsection (a) of this Section. All Outstanding Bonds and all 
coupons appertaining to such Bonds shall, prior to the maturity 
or redemption date thereof, be deemed to have been paid within 
the meaning and with the effect expressed in subsection (a) of 
this Section if (i) in case any of said Bonds are to be redeemed 
on any date prior to their maturity, the City shall have taken h^ 

all action necessary to call such Bonds for redemption and notice y 

of such redemption shall have been duly given or provision satis- 
factory to the Trustee shall have been made for the giving of O^ 
such notice, (ii) there shall have been deposited with the Trustee i ) 



it 



s 



^ 



) 



-69- 






either moneys in an amount which shall be sufficient, or Federal 
Obligations the principal of and the interest on which when due 
(without reinvestment thereof) will provide moneys which, together 
with the moneys, if any, deposited with the Trustee at the same 
time, shall be sufficient, to pay when due the principal or 
Redemption Price, if any, and interest due and to become due on 
said Bonds on and prior to the redemption date or maturity date 
thereof, as the case may be, and (iii) in the event said Bonds 
are not by their terms subject to redemption within the next 
succeeding 45 days, the City shall have given the Trustee, in 
form satisfactory to it, irrevocable instructions to publish, as 
soon as practicable, at least twice, at an interval of not less 
than seven days between publications, in the Authorized Newspapers 
a notice to the holders of such Bonds and coupons that the deposit 
required by clause (ii) above has been made with the Trustee and 
that said Bonds and coupons are deemed to have been paid in 
accordance with this Section and stating such maturity or redemp- 
tion date upon which moneys are to be available for the payment 
of the principal or Redemption Price, if any, of said Bonds. 
Neither such Federal Obligations or moneys deposited with the 
Trustee pursuant to this Section nor principal or interest pay- 
ments on any such Federal Obligations shall be withdrawn or used 
for any purpose other than, and shall be held in trust for, the 
payment of the principal or Redemption Price, if any, of and 
interest on said Bonds; but any cash received from such principal 
or interest payments on such Federal Obligations deposited with 
the Trustee, if not then needed for such purpose, shall, to the 
extent practicable, be reinvested in such Federal Obligations 
maturing at times and in amounts sufficient to pay when due the 
principal or Redemption Price, if any, and interest due and to 
become due on said Bonds on and prior to such redemption date or 
maturity date thereof, as the case may be, and interest earned 
from such reinvestments shall be paid over to the City, as 
received by the Trustee, free and clear of any trust, assignment, 
lien or pledge. 

Section 1402. Funds Held for Particular Bonds and Coupons . 

(a) The amounts held by any Fiduciary for the payment of 
the interest, principal or Redemption Price or accrued interest 
due on any date with respect to particular Bonds or coupons 
shall, on and after such date and pending such payment, be set 
aside on its books and held in trust by it for the holders of 
the Bonds and coupons entitled thereto and for the purposes of 
this Ordinance, such interest, principal or Redemption Price, 
after the due date thereof shall no longer be considered to be 
unpaid. 

(b) If, through the deposit of moneys by the City or other- 
wise, the Fiduciaries shall hold, pursuant to this Ordinance, 
moneys sufficient to pay the principal and interest to maturity 
on all Outstanding Bonds and coupons, or in the case of Bonds in 
respect of which the City shall have taken all action necessary 
to redeem prior to maturity, sufficient to pay the Redemption 



-70- 



Section 1404. Conflict. All ordinances and resolutions or 






1 



Price and interest to such redemption date, then at the request 
of the City all moneys held by any Paying Agent shall be paid 
over to the Trustee and, together with other moneys held by it 
hereunder, shall be held by the Trustee for the payment or redemp- 
tion of Outstanding Bonds and coupons. 

(c) Anything in this Ordinance to the contrary notwith- 
standing, any moneys held by a Fiduciary in trust for the payment 
and discharge of any of the Bonds or coupons which remain un- 
claimed for six years after the date when all of the Bonds have 
become due and payable, either at their stated maturity dates or 
by call for earlier redemption, if such moneys were held by the 
Fiduciary at such date, or for six years after the date of deposit 
of such moneys if deposited with the Fiduciary after the said u^ 

date when all of the Bonds became due and payable, shall, at the \ 

written request of the City, be repaid by the Fiduciary to the 
City, as its absolute property and free from trust, and the 
Fiduciary shall thereupon be released and discharged; but, before 
being required to make any such payment to the City, the Fiduciary 
shall, at the expense of the City, cause to be published at least 
twice, at an interval of not less than seven days between publica- 
tions, in the Authorized Newspapers notice that said moneys 
remain unclaimed and that, after a date named in said notice, 
which date shall be not less than ten nor more than 20 days after 
the date of the first publication of such notice, the balance of 
such moneys then unclaimed will be returned to the City. "' (^ 

N 

Section 1403. No Recourse Under Ordinance or on Bonds . All 
covenants, stipulations, promises, agreements and obligations of 
the City contained in this Ordinance shall be deemed to be the 
covenants, stipulations, promises, agreements and obligations of 
the City and not of any officer or employee of the City in his 
individual capacity, and no recourse shall be had for the payment 
of the principal or Redemption Price of or interest on the Bonds 
or for any claim based thereon or on this Ordinance against any 
officer or employee of the City or any natural person executing 
the Bonds. 






H 



1 
I 

parts of ordinances and resolutions or other proceedings of the A 

City in effect as of the date hereof and in conflict herewith be 
and the same are repealed insofar as such conflict exists. 

Section 1405. Publication; Effective Date . The City Clerk 
is hereby authorized and directed to publish this Ordinance in 
pamphlet form and this Ordinance shall take effect in the manner 
provided by law. 



li 



-71- 



1 

1 
I 



i 






THIS EXHIBIT IS OMITTED INTENTIONALLY 



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1 

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4 

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5 

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THIS EXHIBIT IS OMITTED INTENTIONALLY 






1 



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EXHIBIT L 



CHARGING OF O&M EXPENSES AND 
ASSIGNMENT OF REVENUES TO CRCs 



1. CHARGING OF O&M EXPENSES TO CRCs 



1.1 Costs Directly Charged to CRCs 



(1) Salaries and wages of Department of Aviation 

operating personnel will be charged to CRCs based 
on daily time records of each employee. 



(4) Costs of operating and maintaining the Ground 
Transportation System including energy use will 
be charged entirely to the Terminal Support CRC. 



(7) Engineering and professional services will be 
charged to specific projects identified as 
relating to a particular CRC. Services for 
projects not attributable to a specific CRC will 
be considered administrative costs. 



"^ 



Operation and Maintenance (O&M) Expenses are to be '|\ 

charged directly to CRCs whenever possible. Costs which are 
not directly chargeable will be allocated to the CRCs based on 
formulas enumerated herein. A summary of expenses to be 
charged and those to be allocated directly to CRCs and those 
allocated to CRCs by formula is shown in Table L-l. 



The following costs will be charged directly to the -A 

CRCs as they are incurred: 






(2) Salaries, wages and fringe benefits of Fire $ 

Department personnel (with the exception of -. ... \ 

paramedics) assigned to the Airport will be 
charged to the Airfield CRC. 



(3) Salaries, wages and fringe benefits of Police 
Department personnel will be charged to 
individual CRCs, based on the coverage afforded 
each CRC. ( 



X 



I 



(5) Costs of operating the shuttle bus system will be a 
charged entirely to the Terminal Support CRC. N 

I ' 

(6) Materials and supplies will be charged to the CRC 

in which they are used. ^ 



1 






and taxiway lighting. 

65 percent to the 1 Terminal Area CRC and the 
International Terminal CRC for lighting and 
running equipment in the terminal 
buildings. Allocation between the two CRCs 
will be based on the prorata share of square 
footage of terminal space in each CRC. 

2 5 percent to the Terminal Support CRC for 
parking lot and roadway lighting. (Note: 
Ground Transportation System costs are 
charged in item 1.1(4)). 



- 2 - 



1 



(8) Repair and maintenance items will be charged to 
the CRC in which each item occurs. 

(9) Costs of water pollution control will be charged \j) 
directly to the Airfield CRC. 

(10) Administrative Expenses of City Departments other (Y 
than DOA which are vouchered to the Airport will Vj 
be charged as vouchered. 

1.2 Formula Allocated Costs 

Allocated costs are those that cannot be accurately 

charged directly to a specific CRC as they are incurred and 

must, therefore, be assigned to the CRCs using an allocation 
formula basis. 



* 



I 



(1) Fringe benefits (workmen's compensation, 
pensions, etc.) will be allocated to the CRCs in 
proportion to the salaries and wages of the 
assigned Department of Aviation operating 
personnel. 

(2) Salaries, wages and fringe benefits of Fire .. S^ 
Department paramedics will be allocated to the vj 
Terminal Area CRC and the International Terminal 
CRC. Allocation between the two CRCs will be 
based on the prorata share of enplaned passengers 
in each CRC. 






(3) Costs of operating and maintaining vehicles 
including fuel will be allocated based on vehicle 
utilization. A record will be maintained of the 
vehicles assigned for use by each CRC. ^S 

(4) Electricity costs will be allocated as follows: (^ 
15 percent to the Airfield CRC for runway \j 



l 



All service provided all other airport 
tenants will be metered separately and 
directly reimbursed to the appropriate CRC. 
No Land Support Area electricity usage will 
be charged as an airport cost. 



(5) 



(6) Costs of repair, maintenance and operation, 

including fuel, of the heating and refrigeration 
plant will be allocated to the Terminal Area CRC 
and the International Terminal CRC based on the 
prorata share of square footage of terminal space 
in each CRC. Central HVAC service provided all 
other airport tenants will be metered and 
directly reimbursed to the appropriate CRC. 



1.3 Administrative Costs 



1 



tb 



& 



Water and sewage costs will be allocated to the (\, 

Terminal Area CRC and International Terminal CRC 

based on the prorata shares of Enplaned 

Passengers in each CRC. Water and sewage S^ 

services provided all other airport tenants will 

be metered and directly reimbursed to the 

appropriate CRC. 






(7) Costs of operating and maintaining the public S^ 

address system will be allocated to the Terminal •• o 
Area CRC and International Terminal CRC based on 
the prorata share of Enplaned Passengers in each 
CRC. 



Administrative (overhead) expenses are those costs n 

which are not directly attributable to specific CRCs. The \1 
share of administrative expenses allocated to each CRC will 
equal the proportion of total costs of each CRC to the total 

costs of all CRCs for the previous Fiscal Year. Administrative K 

costs will include, but not be limited to, the following: W 

(1) Salaries, Wages and Fringe Benefits of DOA 
Administrative Staff. 

(2) Salaries, wages and fringe benefits of assigned 
staff from Corporate Counsel, Comptroller, and 
other City Departments. 

(3) Trustee Fees. 

(4) Insurance. 

(5) Communications. 



I 



- 3 - 



2. 



(6) Travel. 

(7) Other DOA Administrative Expenses. 

(8) Non-vouchered other expenses from other City 
Departments. 

(9) Engineering and professional service fees not 
capitalized. 

(10) Computer services and office equipment rentals 
and fees. 

ASSIGNMENT OF REVENUES TO CRCs 



Revenues are to be assigned directly to CRCs whenever 
possible, based primarily on the physical location (the actual 
monetary transaction may occur in a different CRC) of the 
source of the revenue. Revenues from all sources located 
within each CRC will be assigned directly to that CRC. All 
Revenues which cannot be directly assigned will be allocated to 
the CRCs based on the formulas enumerated herein. 



2.1 



Revenues Directly Assigned to CRCs 

(1) The following Revenues and all similar Revenues 
will be assigned to the Airfield CRC: 

Non-Airline Party Landing Fees 
General Aviation Landing Fees 
Aircraft Tie Down Fees 
Ramp Fees (if any) 
Airfield Use Surcharges 

(2) The following Revenues will be assigned to the 
Terminal Area CRC: 

Building Space Rentals (including utility 

reimbursement) 

Revenues from concessions (including utility 

reimbursement) located in the Terminal Area 

buildings (see 2.3) 

(3) The following Revenues will be assigned to the 
International Terminal CRC: 

Building Space Rentals (including utility 

reimbursement) 

Federal Inspection Service Facility Use Fees 



1 

I 
I 






- 4 - 



1 

Revenues from concessions (including utility 



reimbursement) located in International 
Terminal Area buildings (see 2.3) 

(4) The following Revenues will be assigned to the 
Terminal Support CRC: 



(5) The following Revenues, if located and generated 
in the Land Support CRC, will be assigned to the 
Land Support CRC: 



2. 2 Revenues Allocated to CRCs 

(1) Interest income will be allocated to, and within, 
the CRCs in accordance with the terms of the 
Airport Use Agreement. 



(3) Grants, contributions; sale of assets and sale of 
rights will be assigned directly to the CRCs when 
identifiable. For those items which cannot be 
identified with a CRC, the allocation to CRCs 
will be based on the proportion of total assets 
in each CRC. 

2. 3 Terminal Concession Revenues 

Rentals and fees from the following terminal 
concessions will be assigned directly to the Terminal Area CRC 
and the International Terminal CRC based on building location: 



- 5 - 



tk 



Automobile Parking Fees 

Automobile/Truck Rentals 

Hilton Hotel (including utility n; 

reimbursement) Rentals 

Limousine and Bus Fees 

Other Ground Transportation Fees (if 

applicable) 

Employee Parking Lot Fees 



1 

9 



4 



Hangar Rentals 

Tank Farm Rentals 

Air Cargo Building (s) Rentals 

Land Rentals 

Building Space Rentals 

FBO Rentals, Concessions and Fuel 

Flowage Fees 

Flight Kitchen Rentals and Concessions 



\1 






(2) Reimbursement for security services will be 
allocated to the Terminal Area CRC and the 
International Terminal CRC based on the prorata 
share of Enplaned Passengers in each CRC. 






Food and Drink 

News and Gifts 

Drug Store 

Display Advertising 

Telephone 

Insurance 

Parcel Lockers 

Observation Deck (Entry Fee and Telescopes) 

Candy Shop 

Heel Bar and Valet * 

Barber Shop 

Currency Exchange 

Duty Free Shop 

Baggage Carts 

All other terminal concessions 



I 



1 



5 



^ 



<y 






- 6 - 



TABLE L-l 
CRC O&M EXPENSE CHARGE SUMMARY 



Cost Revenue Centers 



Direct Charge 

. DQA Operating 
. Fire Department 

(except parademics) 
. Police Department 
. Ground Transportation 

System 
. Shuttle Bus System 
. Materials and Supplies 
. Engn/Prof Svcs 
. Repairs and Maintenance 
. Water Pollution Control 
. Administrative-Vouchered 

Allocated By Formula 

. Fringe Benefits 
. Fire Department 

(paramedics) 
. Vehicles and Fuel 
. Electricity 
. Water/Sewage 
. H&R Plant ' 
. PA System 
. Administrative-DOA 





Terminal 


Int'l. 


Terminal 


Land 


Airfield 


Area 


Terminal 


Support 


Support 


X 


• 

X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 

X 
X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 


X 



X 
X 



X 
X 

X 



X 
X 
X 
X 
X 
X 
X 



X 
X 
X 
X 
X 
X 
X 



X 
X 

X 



X - indicates that all or part of the cost is applicable to that CRC, 



X 
X 






1 

I 



- 7 - 



i 



> 






! 






1 

1 












( 



( 



» 



EXHIBIT M 



Existing Leases and Other Agreements 
Of Airline To Be Executed 

(THE FLYING TIGER LINE, INC.) 



1. *Cargo Building and Site Lease dated 
January 1, 1959. 






l 



S 



tk 









*It is understood that this Lease will terminate (jk 

upon the demolition of the Cargo Building pursuant \ 

to the Airport Development Plan, at which time \J 

Airline will be reimbursed therefor pursuant to • f 
the Airport Use Agreement. 

I 

1 \ 



I 



i 



: 



> 






ti 






% 



1 






! 






f 



( 



EXHIBIT N 

OPERATION AND MAINTENANCE RESPONSIBILITIES 
I. TERMINAL AREA 

EXTERIOR AND STRUCTURE 
Airline Responsibility 

Loading Bridges - all services, including operation, 
maintenance, repair and cleaning. 

Aircraft gates without loading bridges - all 
pedestrian-related services, including marking of 
walkways, sweeping and trash collection, and snow and 
ice removal. 

City Responsibility - All other services, including without 
limitation: 

Structural and roof maintenance and repair 
Manual and automatic door maintenance 
Exterior lighting - operation and maintenance 
Signage 

Perimeter wall, glass cleaning and replacement, 
interior and exterior. 

Landscaping maintenance and policing 
Walkways and curbfront 

Policing, sweeping, and trash collection, 
including -removal of gum, oil spots, and spills 

Snow and ice removal, including the use of 
chemical melting agents when required. 

Security, law enforcement, fire protection, and 
emergency medical service. 

INTERIOR 

Airline Responsibility within Exclusive Use Premises: 

Plumbing - Repair, maintenance, and cleaninq of 
Airline-installed devices. 






-^ 



! 



< 



Electrical 

Lamp and ballast replacement 

Cleaning of fixtures 

Repair, maintenance, and cleaning of 
Airline-installed devices. 

Cost of electrical* power , hot and cold water, and 
other building utility use, determined by 
estimate or metering. Uses other than normal 
building functions shall be metered and paid by 
Airline (Airline to pay cost of meter 
installation) . 

HVAC - cleaning of diffusers, grates, etc., which 
provide final delivery and return of conditioned air. 

Glass Breakage - replacement of any breakage within 
the Exclusive Use Premises. Perimeter wall glass to 
be replaced by City per N-6. 

Communications Systems - Operation, maintenance, 
repair, and cleaning of dedicating systems installed 
by Airline for its sole use or use in common with 
other tenants, such as public address, telephone and 
radio services, and flight information display systems, 

Passenger Loading Bridges - Operation, maintenance, 
and cleaning. Cleaning to include: 



Maintenance to include: 



Mechanical positioning equipment and controls 

Docking lights and devices 

Any aircraft support equipment attached to 
loading bridges, such as electrical power and 
communications. 



1 



"^ 



S 



Sweep, spot clean and shampoo carpeting as 

required 

Dust, wipe/wash interior surfaces \N 

Clean windows "^ 

Doors, safety devices, warning systems 






- 2 - 



1 

Custodial Services - N 

Policing of passenger hold areas and bag claim ^ 

area, including emptying of ashtrays and trash M) 

containers as required. 

Damp mop, scrub, strip, wax, and/or seal terrazzo 
or tile floors on a regular basis. 

" rreguiafbasfs?"' ** ShamP °° Carpeted «•" °* 

Dust, damp wipe, and wash furniture, railinqs. 
window sills, walls, ceilings, asht ays trlth 
basis. C0Unters and futures on a regular 

fixture S°i iSh a11 metal surf ^es on furniture, 
rixtures, and equipment. 

Wash interior windows and glass partitions. 

Removal of Airline trash from custodial activity 
in Exclusive Use Premises and from Aircraft * 

Locks, keys, and key control 

^fn^ i0r Deco f atin 9 - Provision, installation, and 

T^llT™* ? f Sl1 finishings (including seats? 

tables, counters, closets, etc.), wall coverings, 

floor finishes, window coverage (draperies? etc ) rT 

Srn S Sr- and l°gos, 9 ancl -Litems 'not ft 

included in the primary construction of the facility. Sj 

Tf ^ 1 ^ 1 ^ 5 ^ 3 ' °P e "tion, maintenance and repair 

and lnbnnnH ani K al S ? StemS • Bag ^ge Systems (outbound IV 

and inbound) , bag claim facilities - conveyors ^ 

auto m ^i^ delivery tracks ' etc - - manualanl ' >S 

automatic doors - escalators and elevators 

Passenger screening J 

City Responsibility 

* a^inoLdin" ^^ eXOePt " "° ted f ° r Airli -' | 

^fH a ^ 0n \™ aintenance ' and re Pair °£ hot and fti 



- 3 - 



Maintenance and repair of drainage and sewage \| 

systems throughout the Terminal Area. 



Custodial Services - Provide facilities for trash 
disposal for non-Airline Party Terminal Area tenants 
and provide complete custodial services in all Public 
Use Premises, to include without limitation: 
restrooms; elevators; escalators; circulation space in 
ticketing, baggage claims, and public waiting areas; 



V 1 



■Q) 



Maintenance and repair of plumbing fixtures, 
including restroom fixtures, drinking fountains, 
and janitorial sinks in Public Use Premises. 

Maintenance and repair of fire suppression 
(sprinkler) systems. 

Electrical - All services except as noted for Airline, 
and including maintenance and repair of all aspects of 
the electrical distribution systems, including meters, 
wiring, distribution and circuit protection boxes, 
outlets, primary lighting fixtures and outlets 
installed included in primary construction of the 
facility. 

Heating, Ventilating and Air Conditioning - Operation 
and maintenance of all services, except as noted for 
Airline, including: 

High temperature and chilled water generation and 
distribution 

Heat exchangers 

Air handling units, including filter changing and 
coil cleaning 

Ducting 

Controls , H 

Glass Breakage - Replacement of broken glass in Public ok 

Use Premises. X 

Communications Systems - Complete maintenance of all V 

systems used in common throughout the Terminal Area, X) 

such as alarm systems and common user communication \ ! 

and public address systems. 1 



! 



- 4 - 



i 



i 



I 

public telephones; drinking fountains; vestioules; N 

corridors, stairwells and other amenities available to ' 

the general public. Functions to include: 

<J 

Policing and trash removal from all public 

facilities. 

Floor cleaning, with regularly scheduled 
vacuuming, spot cleaning, shampooing, sweeping, 
scrubbing, mopping/ stripping, waxing, and/or 
sealing, as appropriate. 

Wall, ceiling, partition, and fixture cleaning, 
including dusting, spot cleaning, washing and 
polishing metal surfaces. 

Washing interior and exterior windows and glass 
particitions within Public Use Premises. 

Telephone and restroom sanitizing, including all 
fixtures. 

Restroom stocking, including soap, paper 
products, and sanitary napkins. 

Locks, keys and key control, except as specified for 
Airline. 

Repair and maintenance of people movers (elevators, 

escalators, moving sidewalks, horizontal moving 

devices, transit systems) located in Public Use 

Premises (except as provided in footnote 7 on page 9) . \\ 



Security, law enforcement, and fire protection, and 

emergency medical service. ok 



None. , 

City Responsibility 

Roadways and Pedestrian Walkways - maintenance, 
repair, and cleaning. 






II. TERMINAL SUPPORT AREA (j^ 

Airline Responsibility \) 






Signage A 

Sweeping and trash removal A 

N 



- 5 - 






i 



Snow and ice control \| 



-^ 



Pavement, curb, and drainage system maintenance 
ani'cleanrng"" 65 " °P" ati °"< ".aintenance, repair 
Revenue collection 

mi?kfno ! n S traff , ic Control, including pavement 
marking and signal lights F enc 

Shuttle bus service (remote public parking only) 

removal 9 *"* SCrubbin 9 of Pavements and trash 

Policing and trash removal 

Snow and ice control 

Utility systems (plumbing, electrical, HVAC) 

Dar^rr 31 , 1 " 00 ^ ^ 119 (carbon monoxide) in 
parking structure 

" Srs'lifll 65 "^"'' including ticket 
c S o P n^o e re^U n n" n and 9 e a x t r t S ' ga ? e S s hCOll - ti - 
Lighting 

SEK ESSS.?^ SEE*. ^^ t ^ 

systems - nr>ors»*-i rt „ ; y siaewaiKs, and transit V^ 

ystems operation, repair, maintenance and cleaning. 

oluilhtno ^ utilit y systems (electrical, |' 

plumbing, drainage, HVAC) ' 

Signage 
- Communications, alarm, and safety systems ^ 

Maintenance of equipment in accordance with ^ 

manufacturer's recommendations rQance Wlth $ 



< 



1 



Cleaning of all equipment and related facilities, 

including sweeping, mopping, waxing, dusting, 

glass cleaning, metal polishing, and trash removal <\ 

Snow and ice control 

Landscaping. 

Mowing 

Trimming 

Policing/trash removal 

Security, law enforcement, fire protection, and 
emergency medical service. 

Utility Systems (H&R Plant and Associated Systems) . 
Operation, repair, maintenance, and cleaning, 
including : 

Generation and distribution of high and low 
temperature water 

Control and storage of potable and fire water 
supplies, including pumping, testing, and 
chlorination 

III. AIRFIELD 
Airline Responsibility N 

Passenger terminal apron areas associated with airline V? 

gates. \S 

Pavement markings for aircraft docking, ground \ 

support equipment, parking, passenger walkways, N! 

and aircraft limit lines \] 

Sweeping, cleaning, and trash removal on pavement ' 

areas occupied by airline loading bridges and \\ 

ground support equipment 

Aircraft fueling systems operation, maintenance and \H 

repair. \^ 

City Responsibility - operation, maintenance, repair, and § 

cleaning, except as specified for airline: 0[) 



- 7 - 



f 



JU 



Pavements (runways, taxiways, aircraft parking areas, I 

aprons, ramps, and roadways) . 

Sweeping 

Maintenance and repair 

Snow and ice control 

Lighting. 

Airfield system (runways, taxiways, obstructions, 
etc.) 

Roadways 

Passenger terminal aprons 

Support and back-up systems (lighting vaults, ~ 
emergency generators, etc.) and associated 
wiring, fixtures, and equipment 

Airfield mowing, policing, and trash removal. 

Drainage, including management and control of runoff 
from the airport. 

Perimeter fencing and access control. 
Pavement marking and signaqe. 

Security, law enforcement, crash-fire-rescue services, \J 

and emergency medical services. Ov 

\ 
? 

I 

! 



- 8 - 



, 



I 



SIMMARY OF AIRPORT OPERATIONS AND MAINTENANCE RESPONSIBILITIES 



tructures and Building Exteriors 

oading Bridges 

andscaping 

alkways and Roadways 

ecurity, Law Enforcement, Fire 

Protection, Emergency Medical 

Services 

Limbing Drainage 

lectrical Service and Lighting 

wc 

Lass Breakage 
:*imunications Systems 
jstodial Service, including 
Frash Removal 
«ks, Keys, Key Control 
iterior Decorating 
jggage Handling Systems 
■Le Movers (elevators, 
scalators, moving sidewalks, 
orizontal moving devices, 
:ransit systems) 
gnage 

rfield Pavements 
to Parking Facilities 
rcraft Fueling System 



Exclusive 


Public 


Terminal 




Use 


Use 


Support 




Premises 


Premises 
C 


Area 


Airfield 


C 


C 


C 


A 


- 


- 




— 


C 


C 


c 




C 


c 


c 


C 

aV 
aV 

A2/ 


c 
c 
c 
c 


c 
c 
c 
c 


c 
c 
c 
c 


A 


c 
c 


c 
c 


c 
c 


A 


c 


c 


c 


A 


c 


c 


c 


A 


c 


c 


c 



A5/ 
A 

a!/ 



c 
c 



c 
c 



c 
c 



¥: A = Airline 
C = City 



Airline-installed devices and lamp/ballast replacement. 

Cleaning of grates and d iff users only. 

Exclusive/joint use systems installed by Airline. 

Pavement marking and cleaning at apron gates. 

Airline shall maintain and operate escalators, moving sidewalks 

and horizontal moving devices within Airline's Exclusive Use 

Premises. 

Any moving sidewalk or horizontal moving device which is deemed, 
Sw^V? Section 9 - 03 < c > of the Agreement to which this 
achibitN is attached, to be a tenant improvement of an Airline 
Party shall be maintained and operated by such Airline Party 

f or by City at such Airline Party's expense. 



- 9 - 



Ju 



* 



i 



■Q 



1 






% 



, 



4 



* 



EXHIBIT 



ALLOCATION OF REVENUES 



Monthly Flow 
On the tenth day 
of each month the 
Trustee shall make 
the following 
deposits in the 
manner and order 
of priority set 
forth below: 



Semi-Annual Flow 
On the business day 
of the Trustee 
immediately preced- 
ing each Interest 
Payment Date, the 
Trustee shall make 
the following 
deposits in the 
manner and order of 
priority set forth 
below: 



Revenue Fund* 



J-Operations 6 Maintenance Fund 
2_ Debt Service Fund* «± 



** 



.1 Special Capital Projects Fund** 
Debt Service Reserve Fund* 2— 



Operation & Maintenance Reserve Fund** J. 
Maintenance Reserve Fund** 



Emergency Reserve Fund** 



Airport Development Fund** 



Junior Lien Obligation JJ_ 
Debt Service Fund* 






•Q. 



♦Pursuant to Section 503 of the General Airport Revenue Bond 
Ordinance. 

♦♦Indicates funds credited in Airport Use Agreement and Terminal 
Facilities Lease. 



1 



I 



I 



"0, 



» 



& 



? 



>1 






f 



I 



1 



55 



EXHIBIT P 

I 

The Terminal Area Use Charge is determined based on 
the formulation described in Section 5.03 which is algebraicly -<\ 

represented as follows: ^0) 



(C + Cl) + §! x D + | X [(G + H + J + K) - CL + MJ] + N Up -Q J 



Where A is the Additional Footage of Exclusive Use 
Premises of the Airline per Section 5.04(a) (excluding 
Additional Footage which is part of a Special Facility 
Improvement) . 

Where B is the total Additional Footage of Exclusive 
Use Premises of all Airline Parties per Section 5.04(a) 
(excluding Additional Footage which is part of a Special 
Facility Improvement) . 

Where A^ is the Additional Footage of Exclusive Use 

Premises of the Airline per Section 5.04(b) (including 

Additional Footage which is part of a Special Facility 
Improvement) . 

Where B^ is the total Additional Footage of 
Exclusive Use Premises of all Airline Parties per Section 
5.04(b) (including Additional Footage which is part of a 
Special Facility Improvement) . 

Where C is the Debt Service (net of Investment Income) 
allocated to Exclusive Use Premises (excluding Exclusive Use 
Premises which are part of a Special Facility Improvement) per 
Section 5.03(a) (i) (1) . 

Where C^ is the Special Facility Revenue Bond Debt 
Service attributable to the Existing Footage portion of 
Exclusive Use Premises which are part of a Special Facility 
Improvement per Section 5.03(a) (i) (2). 

Where D is the Debt Service (net of Investment Income) 
allocated to Type B Public Use Premises and to relocation costs 
per Section 5.03(a) (ii). 

Where E is the total square footage of Exclusive Use 
Premises of the Airline per Section 5.04(c). 



I 






] 

Premises of all Airline Parties per Section 5.04(c). ^ 



Where F is the total square footage of Exclusive Use 



Where G is the Debt Service (net of Investment Income) 
allocated to Type A Public Use Premises and to the capitalized 
costs of implementing the Use Agreement per Section 
5.03(a) (iii) (1) . 

Where H is the Operation and Maintenance Expenses of 
the Terminal Area per Section 5.03(a) (iii) (2). 

Where J is the Airport Development Fund, Emergency 
Reserve Fund and Special Capital Projects Fund payment 
requirements of the Terminal Area per Section 5.03(a) (iii) (3). 

Where K is the allocated Terminal Area share of the 
Net Deficit of the Terminal Support Area per Section 
5.03(a) (iii) (4). (If Terminal Support Area shows a surplus, 
K = 0.) 

Where L is the Non-Use Agreement Revenues of the 
Terminal Area per Section 5.03(a) (iv) (1). 

Where M is the allocated Terminal Area share of the 
Net Revenues of the Terminal Support Area per Section 
5.03(a) (iv) (2). (If Terminal Support Area shows a deficit, 
M = 0) . 

Where N is Airline's prorata share of the Debt 
Service, if any, (net of Investment Income) during construction 
of the Terminal Area, and of the Debt Service (net of 
Investment Income) allocated to Capital Projects enumerated in 
Section 5.05(b), per Section 5.03(a) (v). 

Where P is the Debt Service (net of Investment Income) 
allocated to Airline's tenant improvements per Section 
5.03(a) (vi) . 

Where Q is the credit for Special Facility Revenue 
Bond Debt Service payments related to the Existing Footage 
portion of Exclusive Use Premises, Public Use Premises and the 
Terminal Support Area per Section 5.03(b). 



^ 
^ 



- 2 - 



4 



APPLICATION OF TERMINAL AREA USE CHARGES 
FORMULA TO TWO HYPOTHETICAL SITUATIONS 



Example 1; Airline X 

ASSUMPTIONS : 

Airline X has Exclusive Use Premises solely in a Special 
Facility Improvement. 

A = (Additional Footage which is part of a Special 
Facility is excluded) 

B = 450,000 square feet 

A 1 = 100,000 square feet 

B 1 ■ 550,000 square feet 

C = $15,000,000 

C 1 - $454,546 (See calculation of Item Q below) 

D = $14,000,000 

E = 150,000 square feet 

F = 1,300,000 square feet 

G = $4,000,000 

H = $42,600,000 

J = $3,600,000 (Assumes Special Capital Projects Fund 
payment requirement = 0) 

K = (Assumes Terminal Support Area shows a surplus) 

L = $27,000,000 

M = $1,500,000 

N = $3,090,909 (See calculation below) 

P - (Assumes tenant improvements financed independently) 

Q = $4,954,546 (See calculation of Item Q below) 






1 



i 



I 



CALCULATION OF ITEM O 0^ 



Credit For Existing Footage Portion of Exclusive Use 
Premises 

Assumptions for calculation of credit relating to Existing 
Footage Portion of Airline X's Exclusive Use Premises in 
its Special Facility Improvement pursuant to Section 
6.01(b) using the factors and formula set forth therein: 

S - (S x T x V) 

U W 



S = $3,000,000 
T = 100,000 square feet 
U = 150,000 square feet 
V = 700,000 square feet 
W = 550,000 square feet 



$3,000,000 - ($3,000,000 x 100,000 x 700,000 ) = $ 454,546* 

150,000 550,000 

(* this number ■ C 1 ) 

PLUS 

Credit For Public Use Premises 

Special Facility Revenue Bond Debt Service 

related to Public Use Premises = $3,000,000 

PLUS 

Credit For Terminal Support Area 

Special Facility Revenue Bond Debt Service 

related to Terminal Support Area = $1,500,000 

Q = $4,954,546 



* 



■Q, 



V^ CALCULATION OF AIRLINE X's TERMINAL AREA USE CHARGE 

formula Calculation charge 

\ x (C + C 1 ) x ($15,000,000 + $454,546) = 

450,000 



I x D 100,000 x $14,000,000 = $ 2,545,454 

I I 550,000 



S x [(G + H + J + K) 150,000 

1,300,000 x ($4,000,000 + $42,000,000 

- (L + M) ] + $3,600,000 + - ($27,000,000 

+ $1,500,000)) = $ 2,434,615 



100,000 x $17,000,000 = $ 3,090,909 

550,000 



$ 8,070,978 
$4,954,546 - $(4,954,546) 

irline X's Terminal Area 

Use Charge (less credit) = $ 3,116,432 

> 

mount paid by 

Airline X for its Additional 

Footage under its Special 

Facility Agreement $3,000,000 - $454,546 = $ 2,545,454 



) 



( 



t 






APPLICATION OF TERMINAL AREA USE CHARGES 
FORMULA TO TWO HYPOTHETICAL SITUATIONS 

1 

Example 2; Airline Y 

ASSUMPTIONS : "Q) 

Airline Y has no Exclusive Use Premises in a Special Facility 
Improvement. 

A = 50,000 square feet 

B = 450,000 square feet 

A 1 = 50,000 square feet 

B 1 = 550,000 square feet 

C = $15,000,000 

Cl ■ $454,546 (See calculation of Item Q for Airline X) 

D = $14,000,000 

E = 200,000 square feet 

F = 1,300,000 square feet 

G = $4,000,000 

H = $42,600,000 

J = $3,600,000 (Assumes Special Capital Projects Fund 
payment requirement = 0) 

K = (Assumes Terminal Support Area shows a surplus) 

L = $27,000,000 

M = $1,500,000 

N = $1,545,453 (See calculation below) 

P = (Assumes tenant improvements financed independently) 

Q = 



" ■ :, P 



-•-.■:•«:■ 



J 



CALCULATION OF AIRLINE Y's TERMINAL AREA USE CHARGE 



Formula 



h x (C + C 1 ) 
3 



Calculation 

50,000 x ($15,000,000 + $454,546) 
450,000 



Charge 
= $ 1,717,171 



1 
5 



tb 



\1 x D 
|1 



50,000 x $14,000,000 
550,000 



$ 1,272,726 



2 x [(G + H + J + K) 200,000 

F 1,300,000 x ($4,000,000 + $42,000,000 



(L + M)] 



+ $3,600,000 + - ($27,000,000 



+ $1,500,000) ) 



= $ 3,246,152 



50,000 x $17,000,000 
550,000 



= $ 1,545,453 



irline X's Terminal Area 
Use Charge 










s* a y 



c^aptianu 1 vi;2i ; 



5 S ^ J'.'.Cv 

! 



:• O^ • 9 '-Vi ..'p- "*9^. • -■ 



a i ..«. ■ • - 



'i «j -* »-> 












■ <, " i. . I 






. -5 - c 






"C <•'' 



Z - ' V.U. 



«: SL I" - j !- * - - --' 

V;' .L „•'.., or *v. it.: :. >;'". 

« *i ; , ?.? .". T S' C X S 



! 



COMPARISON OF EXISTING FOOTAGE AND ft 

ADDITIONAL FOOTAGE RATES FOR 
AIRLINES X AND Y 



^ 



Existing Footage Rate ; "Qj 

Airline X ; 

$2,434,615 » $16.23 per square foot + $5.00 per 
150,000 square foot (Terminal Area Rental) 
= $21.23 per square foot 

Airline Y : 

$3 f 246,152 = $16.23 per square foot + $5.00 per 
200,000 square foot (Terminal Area Rental) 
= $21.23 per square foot 

Additional iTootage Rate ; 

Airline X ; 

($2,545,454 + = $81.81 per square foot + 

$3,090,909 + $21.23 per square foot - 

$2,545,454) $103.04 per square foot* 
100,000 

Airline Y ; 

($1,717,171 + = $90.70 per square foot + 

$1,272,726 + $21.23 per square foot - 

$1,545,453) $111.93 per square foot* 
50,000 

* This discrepancy is a result of different assumptions with 
respect to the per square foot debt service expense of 
Exclusive Use Premises constructed in the Special Facility 
versus other Exclusive Use Premises constructed at the 
Airport. The 150,000 square feet of Exclusive Use Premises in 
the Special Facility is assumed to have a $3,000,000 debt 
service expense, or $20.00 per square foot. (See assumptions 
in calculation of Item Q.) The other 550,000 square feet of 
Exclusive Use Premises constructed at the Airport (the total 
700,000 square feet assumed in the calculation of Item Q less 
the 150,000 square feet which are part of the Special Facility) 
is assumed to have a $15,000,000 debt service expense (see 
assumption of Item C) , or $27.27 per square foot. 



i 






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