Loading...
HomeMy WebLinkAbout6601RESOLUTION NO. 6 (Z A RESOLTUION APPROVING AN AIRPORT AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION, AND AMERICA WEST AIRLINES, INC., A CALIFORNIA CORPORATION, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, THAT: QW- PTnT�,T l . A certain Airport Aareement Lease, dated November 1, 1989, a copy of which is attached hereto and made a part hereof by reference, after having been approved as to form by the City Attorney, by and between Pueblo, a Municipal Corporation, and America West Airlines, Inc. relating to the use of the Pueblo Memorial Airport, be and the same is hereby approved, subject to the conditions as set forth in said Airport Agreement Lease. SECTION 2: The President of the City Council is herebv authorized to execute said Airport Agreement Lease on behalf of Pueblo, a Municipal Corporation and the Citv Clerk shall affix the Seal of the Citv thereto and attest the same. QVrTTnTT 'I . All net proceeds derived from said Airport Agreement Lease shall be used for the operation, maintenance and improvement of the Airport. INTRODUCED August 13, 1 BY FAY KASTFLIC Councilperson ATTEST: �. C iv Clerk APPROVED: Pre ` ent of the ity Council PTTFBLO MFMORTAT, ATRPORT ATRPORT ACRFFMRNT THTS INT)FNTURF of Tease, made and entered into this FIRST PAY OF Nn�7F. TBFR, 1g8 by and between THE CITY OF PITFBLO, A MTTNTCTPAL CORPORATION, hereinafter called ° T,essor" and AMERICA WEST ATRL,TNFS, Inc., hereinafter called "L.essee ", WTTNESSFTH WHEREAS, Lessor now owns certain real property in the County of Pueblo, State of Colorado, known as the Pueblo Memorial Ai rport , herei naf ter cal 1 ed "Al rnort" and Lessee i s engaged I n the business of transporting persons, property, cargo and mail by air; and Lessor desires to lease and grant, and T.essee desires to lease and use, certain premises and facilities on the Airport, together with certain rights, licenses, and privileges thereon. NOW, TBERFFORF, Lessor does hereby demise and let unto Lessee, for the nurpose of conducting its air transportation service business, and Lessee does hereby lease and take from Lessor, for such purpose, certain premises and facilities, rights, licenses, services, and prI vi 1 eges In connection with and on the Airport as follows, to —wi t . 1. RTC;TTTS A. U SE OF AIRPORT The use in common with others of the Airnort and its appurtenances including, If available and functioning; but not limited to: landing field, runways, aprons, taxiways, roadways, sewer and water facilties, flood lights, landing lights, control tower, signals, radio aids, and all conveniences for flying, landing and take —offs of aircraft of Lessee, which use shall include the operation of a transportation system by its aircraft for the carriage of persons, property, cargo, and mail; including without limitation: loading and unloading of its aircraft; the right to load and unload persons, property, cargo and mail at the Airport by such motor cars, buses, trucks or other means of conveyances as Lessee may require in the conduction of its business; and the right to install, maintain, use and operate such radio, communications, meterological and aerial navigation equipment and facilities in, on, or about the Airport as may be deemed necessary by Lessee for its operations provided same shall not interefere with l'essor's existing or expanded equipment and facilities as well as the right, subiect to Lessor's approval, to install advertising signs, and the conduction of any other operation or activity reasonably necessary to the conduct by Lessee of its air transportation service business or training of its personnel, provided such other operations or activities will not interfere with the use of the Airport by Lessor or its employees, agents or their tenants. R. OFFICE, BAGGAGE, FREIGHT HANT)LING, AND PiTRLIC SPACE IN TERMINAL RPTLDTNG Lease space shall consist of the exclusive use of 361 square feet of ticket counter /office space and 275 square feet of private office space and the one —third joint use of 1354 (or 451) square feet of baggage and freight handling space, all located in the —2— Terminal Building. The Lessor shall designate the specific areas to be used by Lessee. Lessee's designated space is shown on Fxhihit "A" attached hereto. Indoor storage of gasoline powered equipment and indoor operation of such equipment is prohibited in the baggage and freight handling area. Lessor further grants Lessee the option of taking use for Its operation of an air transportation system of sufficient space in any new passenger terminal building which Lessor may construct during the term hereof, said space and rental therefor to be mutally agreed upon between Lessor and Lessee. Such use shall include, without limitation, the sale of tickets, cargo, and the operation of a traffic operations and communication office. Lessee, it's employees, passengers, guests, patrons and invitees shall also have the use, in common with others, of any public space now available in the Terminal Building, or which may hereafter he made available, including, but not limited to, waiting rooms, rest rooms, and auto parking space adiacen,t to the Terminal Building. C. MISCF.LLANEOITS RIGHTS OF LF.SSFF. INCLITDTNG. BTTT NOT BY WAY OF LTYTTATInY Lessee shall have (a) the right of ingress and egress, without charge, to and from the premises outlined in Paragraphs (A) and (B) above, as shall its employees, passengers, guests, patrons, Invitees, supppliers of materials and furnishers or service; (b) the right to purchase or otherwise obtain property, facilities or services deemed by Lessee to be required by, or incident to its —3— operations from any persons or organizations it may choose, prov °tied that such suppliers of materials and furnishers of service have complied with the requirements of Section 3 -1 -2 (c) of the 1971 Code of Ordinances, as amended, of the City of Pueblo to the extent: a PT) licahIe; and further provided, that in consideration of T.essee's agreement to pav landing fees for its flights that land at the Airport, persons or organizations furnishing charter aircraft services to Lessee in suhst.i tut" on of Lessee's sebeduIed flights shall he exempt from the requirements of said Section 3 -1 -2 (c); (c) except as herein otherwise specifically provided, the right to use the Airport and appurtenances free of any other charges, fees, or tolls by Lessor of any nature, direct or indirect or any discriminatory restrictions by Lessor against Lessee or its supn]iers or contractors of property, facilities or services, for the privilege of using the Airport and anpurtenances, including, withotit limitation, the privilege of purchasing, its- nt =, st.oring, v7ithdraw ng, handling, consuming, loadinv7 unloading or delivering of any such property or of transporting the same to, from, or on the Airport, provided such activities are reasonably necessary to the conduct by Lessee of its air transportation service business. 2. TFPP This Agreement shall remain in effect for a primary term of three years commencing Novembe 1, 1989 and ending October 3], 199 The Lessee shall have the option to renew this Agreement for a three (3) year term, by notice given. in writing 60 days prior to the end of the initial term, upon the same terms and conditions, except that the rental rates and landing fees shall he adiusted based on —4— Lessor's actual operating and maintenance costs experienced during the initial term. This Lease shall terminate at the end of the full primary term and Lessee shall have no further right or interest in the leased premises, except that upon termination of this Lease for any reason, Lessee shall have the right for a period of ten (10) days after the date of termination, to remove any or all of its property from the Airport, provided however, that Lessee shall not be in default in its nayments to the Lessor hereunder and Lessee repair all damage to the Airport caused by such removal. 3. RENTALS AND FEES Lessee agrees to pay to Lessor for the use of the premises, facilities, rights, licenses, services and privileges granted hereunder, rentals, fees and charges (there being no other rentals, fees or charges, and no tolls payable to Lessee during the term hereof) according to terms specified in Exhibit "B" attached hereto and made a part hereof. 4. MAINTENANCE OF AIRPORT BY LESSOR Lessor shall provide all janitorial and maintenance services required to keep in good repair the Airport Terminal Building, and all appurtenances, facilities, and services now or thereafter connected with the foregoing, and shall operate the Airport in all respects in a manner at least equal to the standards or ratings of Airports of similar size and character issued by the Federal Aviation Administration. Without limiting the generality of the foregoing, the maintenance provided for herein shall include the keeping of runways, aprons, strips and ramps free of snow and other —5— obstructions insofar as reasonably possible. Lessor shall maintain the premises leased hereunder for Lessee's use in a clean and attractive condition and shall Provide all janitorial and maintenance service necessary to accomplish that end. Notwithstanding the foregoing, Lessee shall be responsible to repair any damage to Pueblo Memorial Airport or its facilities caused by it or its agents, employees, or invitees other than due to normal wear and tear or fire. If Lessor fails to make such repairs or if Lessor shall default in the performance of any provision of this Airport Agreement on its part to be performed, such failures or default shall not give rise to any action or claim by Lessee or its agents, employees or invitees against Lessor; Lessee's only remedy for such failure or breach is to terminate this Airport Agreement. 5. PUTI,DTNG BY LF.SSFF Lessee, at its own expense, may construct, install, alter, modify, repair and maintain in or on any space which is or may be leased by Lessee hereunder and described in Paragraph 1 (R), any improvements that it shall determine to be necessary for use in connection with its business. No restrictions shall he placed upon Lessee as to the architects, contractors or materialmen who may he employed by it in connection therewith, who shall have free ingress to and egress from the said Premises. Notwithstanding the foregoing, no improvement to or modification of the leased premises shall he made by Lessee until plans and specifications therefor have been first approved by Lessor, which approval shall not he unreasonably withheld, and provided the construction and installation of such improvement to or modifications of the leased premises shall he in compliance with all applicable laws and codes and shall not —6— unreasonably interfere with Lessor's operation of the Pueblo Memorial Airport or Terminal Building. h. LIABILITY Lessee agrees to defend, save and keep Lessor harmless from any and all loss, expense or liability, resulting from negligence of Lessee or any of its employees, agents, or invitees in their use and occupancy of the ]eased premises and Airport, except that Lessee shall not be Liable for loss or damage to Lessor's property caused by fire or other hazards insurable under an extended coverage endorsement, including vandalism or malicious mischief. Lessee agrees to obtain and keep in force throughout the term of this Lease Comprehensive Public Liability Insurance with limits not less than $1,000,000.00 bodily injury and 5500,000.00 property damage per occurrence. Lessor and Lessee and all parties claiming under them hereby mutually release and discharge each other from any claims, liability, or damage, caused by or arising from any hazard covered by insurance on the leased premises and improvements thereon or covered by insurance in connection with any property on the leased premises, regardless of the cause of the damage or losss. In the event the premises covered by this Lease are wholly or partially destroyed or damaged so as to render the whole or a substantial part thereof unfit for occupancy, and the same cannot he repaired with reasonable diligence within one hundred twenty (120) days after the happening of such destruction or damage, or if Lessor, in its sole judgement determines that it is not economically possible to repair same, then this Lease, at the option of the Lessee or Lessor, shall cease and terminate as of the date of such damage or destruction. Upon such termination, Lessor shall repay to Lessee —7— any rents theretofore paid by Lessee with respect to any period subseauent to the date of such termination. Lessee shall surrender possession of the premises to the Lessor upon such termination. Tf, in the sole opinion of lessor, such destruction or damage can he repaired within one hundred twenty (120) days, Lessor shall forthwith repair the same with all reasonable diligence, and at its own expense, and this Lease shall continue in force and effect. During the period of such repair, the rent shall he abated in the same ratio as that portion of the premises which is rendered unfit for occupancy hears to the whole. 7. CAmr FLLATTON By LFSSOR Lessor may cancel this Agreement by giving Lessee thirty (10) days advance notice, upon or after the happening of any one of the following events: (A) The filing; by Lessee of a voluntary petition in bankruptcy. (B) The adjudication of Lessee as a bankrupt pursuant to such proceedings. (C) The appointment of a receiver of Lessee's assets; the divesture of Lessee's estate herein by other operations of law. (p) The abandonment by Lessee of its conduct of air transportation service at the Airport. (F) The default by Lessee in the performance of anv covenant or agreement herein renuired to he performer! by Lessee and the failure of Lessee to remedv such default for a period of thirty ('i0) days after receipt from Lessor of written notice to remedy the same; provided however, that no notice of cancellation, as above —8— provided, shall be of any force or effect if Lessee shall have remedied the default prior to receipt of Lessor's notice of cancellation. (F) Recapture of the Airport by the Federal Government and assumption of full control over aviation activities at the Airport by the Federal Covernment for a period of more than thirty (30) days. (G) Issuance by any Court of Competent Jurisdiction of any injunction in any way preventing or restraining the use of the Airport or any part thereof for airport purposes, and the remaining in force of such injunction for a period of at least thirty (30) days. (TT) No waiver of default by Lessor of any of the terms or conditions hereof to be performed, kept and observed by Lessee, shall be construed to be or act as a waiver of any subsequent default of any of the terms and conditions herein contained to be performed, kept and observed by Lessee and acceptance of rent or part thereof by Lessor shall not constitute a waiver or any breach by Lessee then existing,. P. CAr4rF,LI.ATTON Ry LF.SSEF. Lessee, in addition to any other rights of cancellation given herein or by Law, may cancel this Agreement in whole or in part, and terminate all or any of its obligations hereunder at any time that Lessee is not in default in its payments to Lessor, hereunder, by giving Lessor thirty (30) days advance written notice, upon or after the happening of any one of the following events: (A) The order or the action of the Department of Transportation or other governmental authority terminating, —9— suspending* or relieving Tessee's right. or obligation to operate into and from the Airport. (Ti) Tssuance by any Court of Competent Jurisdiction of any injunction in any way nreventing or restraining the use of the Airport or any part thereof for airport purposes, and the remaining in force of such injunction for a period of at least thirty (3O 1 days. (C) Any action by the Federal Government or its agencies refusing* to permit Lessee to operate into, from, or through the Airport such aircraft as Lessee may reasonably desire to operate thereon, as long as services provided are not less than essential air service to Pueblo. (T)) The breach by Lessor of anv of the covenants or agreements herein contained and the failure of Lessor to remedv such breach for a period of thirty (3n) days after receipt of a written notice of the existence of such breach; provided however, that no notice of cancellation, as above nrovided, shall be of any force or effect if lessor shall have remedied the default prior to receipt of T.essee's notice of cancellation. (F) The inability of Lessee to use said premises and facilities continuing for a longer period of thirty (30) days due to anv defi ci encv of the Airport or unsafe condition for operating at the Airport of the type of aircraft then heing flown by Lessee or anv law, order, rule or regulation of any appropriate Governmental Authori tv having jurisdiction over the operations of Lessee or due to war, or other casualty. (F) The assumption by the United States Government or any _lo_ authorized agency thereof of control of said Airport and facilities or anv substantial part or parts thereof. (G) The erection of any obstacle on or in the vicinty of the Airport which would occasion a modification of Lessee's air carrier operating certificate or similar authorization establishing minimum safety standards for the operation of Lessee. (H) No waiver of default by Lessee of any of the terms, covenants, or conditions hereof to be performed, kept and observed by Lessor shall be construed to be or act as a waiver by Lessee of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by Lessor. 9. CONFORMITY OF AGREEMENT In the event Lessor shall enter into any Lease, or Agreement with any other scheduled certificated air transport oper— ator with respect to the Airport, containing more favorable terms than this Agreement, or shall grant to any other scheduled certifi— cated transport operator rights or privileges with respect thereto x­hlch are not accorded to Lessee hereunder, then the same rights, privileges and more favorable terms shall be concurrently and automatically made available to Lessee. 10. ASSIGNMENT Lessee may not assign or sublease the premises leased hereunder without the consent of Lessor which shall not he unreasonably withheld, except an assignment to a successor corporation which has merged with, or acquired substantially all the assets of the Lessee, if such successor corporation should —ll — specifically agree in writing to perform this Airport. Agreement. 11. APPLICATTON OF PITERLO CITY COPE All terms and conditions of this Lease are hereby made subject to the nrovisions of Title TTT, Chapter I of the 1971 Code of Ordinances of the City of Pueh]o, and as same may he subsequently amended, and in event of conflict between said Code of ordinances and any provision herein, said Code shall control. 1.2. OITIFT ENJOYMENT Lessor represents that it has the right to lease the Airport, together with the facilities, rights, licenses, and privileges herein granted, and has full power and authority to enter Into this Agreement in respect thereof., subject to the right of Recapture reserved by the United States of America. Lessor agrees that, on payment of the rent and performance of the covenants and agreements hereunder by Lessee; Lessee shall peaceably have and enjoy the leased premises and all rights and privileges of the Airport, its appurtenances and facilities. 1,3 . REC ITT, ATTONT Lessee agrees to observe and obey all reasonable regulations imposed by Lessor during the term hereof, provided the same are consistent with safety and do not conflict with the regulations and procedures prescribed by the Federal Aviation Administration for operation of Lessee's aircraft at the Airport. —12— 1 4 . NOTI US Notices to Lessor provided for herein shall he sufficient if sent by registered mail addressed to Director of Aviation, 31475 Bryan Circle, Pueblo Memorial Airport, pueblo, Colorado Plnnl, and Notices to Lessee, if sent by registered mail, addressed to Vice President Properties /Facilities, America Uest Airlines, Inc. 400n F. 44v Parbor Plvd., phoenix, Arizona P9014, or to such other respec— tive addresses as the Parties may des; ynate to each other in writing from time to time. 15. INVALID PPOVTSlnia It is further expressly understood and agreed by anc between the parties hereto that in event of any covenant, condi ti on , or provision herein contained is held to he invalid by any Court of Competent Jurisdiction, the invalidity of any such covenant, condition or provisions shall in no wav affect anv other covenant, condition or provision herein contained; provided however, that the invalidity of any such covenant, condition or provision does not materially prejudice either the Lessor or the Lessee in their respective rights and obligations contained in the valid covenants, conditions, or provi si ors i n this Arreement. 16. YTgSFP agrees to operate the Premises leased for the use and benefit of the public. (A) To furnish good, prompt and efficient services adequate to meet all the demands for its services at the Airport. (P) To charge fair, reasonn4le, and nondiscriminatory prices for each unit of sale or service, provided that the lessee may —13— be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers. 17. The Lessee in the operations to be conducted pursuant to the provisions of this Lease and otherwise in the use of the Airport, will not discriminate or permit discrimination against any persons or class of persons by reason of race, color, religion, sex, or national origin in any manner prohibited by Part 21 of the Pegulations of the Office of the Secretary of Transportation, or any amendments thereto. The Lessor reserves the right to take such action as the United States Government may direct to enforce this covenant. 18. The Lessee 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, sex, or national origin be excluded from participating in any enT)loyment activities covered in 14 CFR Part 152 Subpart F. The Lessee 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 this Subpart. The Lessee assures that it will require that its covered SuhorganizatIons provide Assurances to the Lessor that they similarly will undertake Affirmative Action Programs and that they will require Assurances from the Suborganizations as required by 14 CFR Part 152, Subpart E to the same effect. —14— 19. Tt is clearly understood by the Lessee that no right or privilege has been granted which would Prevent anv person, firm, or corporation operating aircraft on the Airport from Performing any services on its own aircraft with its own regular employees (Including,, but not limited to maintenance and repair) that it may choose to perform. 2 (). It is understood and agreed nothing herein contained shall he construed to grant or authorize the granting of an exclusive right. 21. Lessor reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or views of the Lessee, and without interference or hindrance. 22. T,essor reserves the right., but shall not he ohligated to Lessee, except as provided In Paragraph 5 herein, to maintain and keep in repair the landing area of the Airport and all puhllcly owned facilities of the Airport together with the right to direct and control all activities of T,essee In this regard. 23. Turing the time of war or national emergency, T,essor shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and If such lease is executed, the provisions of this instrument insofar as thev are Inconsistent with the provisions of the lease to the government, shall he suspended. —19— 24. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other struc— ture on or adjacent to the Airport, which in the opinion of the Lessor, would limit the usefulness of the Airport, or constitute a hazard to aircraft. 25. This Lease shall be subordinate to the provisions of any existing or future Agreement between Lessor and the United States, relative to the operation or maintenance of the Airport, the execution of which has been, or may be, required as a condition Precedent to the expenditure of Federal Funds for the development of the Airport. 26. Regardless of the date of execution, the effective date of this Agreement is November 1, 1989. :. TV •TTTNJF T-THERFnF , the part". es have caused thl s Agreement to he executed as of this day and vear. DATED THIS 13 th day of August 1 9 C) 0 THE CTTY OF PHFRL0 A MUNICIPAL CO RPORATION BY ( t, , /.\ PRFST'Prf,NT OF CTTV COUNCTT ATTFST "( Cj,F, - V ATTEST: APPROVED AS TO FORM: CTTY AtTP'RNFY A FRTC 14EST AT LTVFS, INC. BY —17— _ . -. T I f i � C IJ H I� k kr r a i� n EXHIBIT "A" EXHTI?TT "B" RENTALS AND FEES ATRPORT ACRFFMENT BFWTFEN THE CITv OF PITF.BLO, COLORADO AND AMERT.CA WEST ATPLTNF,S, INC. I r -T A T n For the period November 1, 19RQ through October 31, 1992 the f.ollowinsT Rental rates shall apply: 451 snuare feet of Baggage and Freight Area at SQ.07 ner snuare foot ner Annum. 361 snuare feet of Ticket Counter and Office Space and 775 snuare feet of Private: Office Space at S 1 1.()7 per snuare foot per Annum. Rentals shall be paid in 12 equal Monthly Tnstallments in advance without_ Notice and without setoff or deduction on the First day of each Calendar Month commencing November 1, 1989. EMPI.,OYEE PAPKINC, SPACF, The City of Pueblo at Ptiehlo Memorial Airport is willing to rent R Ai,tto Parki nv Snaces to America I•Test Airlines to he i.ised by their Employees, at a location to he determined by the nirector of Aviation. The Rental rate for reserved Auto Parking Spaces at Pueblo Memorial Airport is S1 Per month for each space, pavahle monthly in advance. FX1?TRTT B -1 LA NDING FFFS lessee agrees to pav landing fees at the Pueblo "Memorial Airport for all revenue— prod"cing flights of the Lessee that land at the Airport at the rate of thirty five cents (5.35) per thousand pounds of maximum allowable gross landing weight of such aircraft, to include any flight that is diverted to the Airport by the Lessee. The Lessee also agrees to pav landing fees for all nonrevenue (training) flights at the rate of twenty three cents (5.23) per thousand Pounds of maximum allowable gross landing weight of such aircraft per actual landing; provided, however, that no landing fees shall be due and payable in the event an aircraft departs from the Airport to return and land at the Airport because of meterological conditions, mechanical or operating causes or for any similar emergency or precautionary reason. Within five. (5) days following: the end of each calendar month, the Lessee shall transmit to the Director of Aviation, a true and accurate report, giving data necessary to calculate the amount of the landing fees. Data for training flights at Pueblo is to he included. Lessee agrees to pay landing fees monthly within thirty (30) days of receipt of statements therefor from Lessor. FXHTRTT R -2 - � D D L� RAYMOND H. MONROE Director of Aviation City of Pueblo Mr. David A. Montano Vice President Properties /Facilities America West Airlines 4000 E. Sky Harbor Blvd. Phoenix, Arizona 85034 Dear Mr. Montano: 31475 Bryan Circle Pueblo, Colorado 81001 719 - 948 -3355 719 - 948 -3361 September 25, 1991 As requested, we have prepared the Consent Agreement pertaining to facilities at Pueblo Memorial Airport under use by Amnerica West Airlines, and enclose the letter which has been executed by the Pueblo City Manager. SEPTEMBER 26,1991 RH TO: CITY CLERK enc AS SUGGESTED BY MR. JAGGER, PLEASE ATTACH THE cc: 660 ATTACHED PAPERS TO RESOLUTION NO• TED AUGUST 13 , 1990 (AIRPORT AGREEMENT DA BETWEEN AMERICA VrEST AIRLINES AND THE CITY OF PUEBLO) THANKS, ALMA n ED RAYMOND H. MONROE Director of Aviation City of Pueblo 31475 Bryan Circle Pueblo, Colorado 81001 719 -948 -3355 719 - 948 -3361 BT Commercial Corp. 280 Park Avenue New York, New York 10017 Re: America West Airlines $55,000,000 DIP Financing Ladies and Gentlemen: September 25, 1991 The undersigned, City of Pueblo, a Municipal Corporation is the present Lessor under an Airport Agreement dated November 1, 1989 with America West Airlines, Inc., a Delaware Corporation "Borrower "), as Lessee, pursuant to which Lessor leases and /or grants to Lessee the right to use and occupy, either exclusively or in common with other air carriers, certain airline gates, baggage areas, holdroom, terminal space and other property and entitlements at PUEBLO MEMORIAL AIRPORT_ as more particularly describe in the Agreement "Leased Property" We understand that BT Commercial Corp. is acting as collateral agent ( "The Agent ") for the benefit of (i) a consortium of lenders ( "Lenders ") who intend to make loans ( "Loans ") to Borrower in an amount not exceeding Fifty Five Million Dollars ($55,000,000.00), and (ii) Northwest Airlines, Inc. "(Northwest ") in its capacity as party to certain agreements (the "Secured Northwest Agreements ") with Borrower providing for the purchase of certain International route authorities and other assets of Borrower (collectively, the Agent, the Lenders and Northwest are hereir. called the "Secured Creditors "), and that, among other things, Borrower's obligations in respect of such Loans and Secured Northwest Agreements are to be secured by, among other things, an assignment to the Agent of the Agreement ( "Assignment "). As a condition to the making of the Loans and the execution and performance of the secured Northwest Agreements, and as required pursuant to the Lease, the Secured Creditors have required Borrower to obtain Lessor's consent to the Assignment and Lessor's agreement to recognize Agent, or a transferee of Agent, as "Lessee" under the Lease in the event Borrower defaults under the Credit Agreement governing the Loans and Agent elects to either assume or transfer the Lease. Therefore, Lessor hereby makes the following statements and covenants in favor of Agent and its successors and assigns, with knowledge that the Secured Creditors will rely upon such statements and covenants in making the Loans to Borrower and entering into the Secured Northwest Agreements: Consent Agreement Page Two September 25, 1991 1. Lessor hereby consents to the execution and delivery of the Assignment, to the creation of the security interest created therby and, if required by Agent to give effect to the purpose and intent of the Assignment, to the recording of the Assignment in the appropriate County Recorder's Office. 2. So long as the Lien Termination Date (as defined in such Credit Agreement) shall not have occurred, Agent shall have the right, without the obligation, to do any act or thing which may be necessary or proper to be done in the performance and observance of the Agreements, covenants and conditions under the Lease to prevent the occurrence of an event of default thereunder. Any of the foregoing done by Agent shall be effective to prevent an event of default as if the same had been done by Borrower. 3. So long as the Lien Termination Date ( as defined in such Credit Agreement) shall not have occurred, Lessor agrees, upon serving 5arrower with any notice of default under the Lease, to serve simultaneously a copy of the notice upon Agent. 4. If an event of default shall occur which, pursuant to the Lease, entitles Lessor to terminate the Lease, Lessor agrees to refrain from exercising any of its rights and remedies, if Agent, within 30 days after the expiration of any period within which Borrower was permitted to cure the default, or if no such period is available under the Lease, within 30 days after the event of default, shall cure the default or cause Borrower to cure the default. 5. If an event of default shall occur under the terms of the Assignment, Lessor shall recognize Agent's right, provided Lessor has been paid all sums due under the Lease, to succeed to the interest of Borrower as lessee under the Lease and to occupy and use the Leased Property or transfer the same to a transferee to the extent permitted under the terms of the Lease. Agent shall notify Lessor in writing prior to taking any of the above - mentioned actions. 6. Agent hereby indemnifies and holds harmless Lessor from and against any and all claims (and lossess and expenses incident thereto) which may be asserted against Lessor by Borrower in connection with an assumption or transfer of the Lease by Agent. Lessor hereby executes this instrument for the benefit of Agent and its successors and assigns as of the date first written above. PUEBLO, A MUNICIPAL CORPORATION BY 0 Lewis Quigley CITY MANAGER RAYMOND H. MONROE Director of Aviation City of Pueblo 31475 Bryan Circle Pueblo, Colorado 81001 719-948-3355 719-948-3361 SEPTEMBER 17, 1991 MEMORANDUM TO: SUBJECT: T. E. JAGGER CITY ATTORNEY AMERICA WEST AIRLINES ENCLOSED FOR YOUR REVIEW IS A LETTER AND AGREEMENT RECEIVED FROM AMERICA WEST. ANY ASSISTANCE. PLEASE LET ME KNOW IF WE CAN BE OF RHVja ENCL — T - f I t RAYMOND H. MONROE DIRECTOR OF AVI"ATION __1 ijmj1 11 ltl.l_.. D U D D ° City of Pueblo OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 October 28, 1991 Ms. Marian Mead City Clerk 1 City Hall Place Pueblo, CO 81003 Re: America West Airlines Dear Marian: Enclosed please find the original Lease Termination Agreement regarding the above. This Agreement should be retained in the City's file with the resolution dated November 1, 1989 approving the agreement between the City and America West Airlines, Inc. If you have any questions, please contact me. Very truly yours, Thomas E. Jagger sm enc. cc: Ray Monroe Director of Aviation LEASE TERMINATION AGREEMENT In Consideration of the mutual covenants contained herein, City of Pueblo, a Municipal Corporation and America West Airlines, Inc. do hereby terminate effective October 31, 1991 the Pueblo Memorial Airport, Airport Agreement between the parties hereto dated November 1, 1989 relating to the use of Pueblo Memorial Airport and lease of space in the Pueblo Memorial Airport terminal building (the "Airport Agreement "). Subject to America West Airlines, Inc. vacating the Pueblo Memorial Airport and surrendering possession of the leased space in the Pueblo Memorial Airport terminal building to the City of Pueblo on or before October 31, 1991, the parties hereto do hereby mutually release and forever discharge each other from any and all obligations arising out of or occurring with respect to the Airport Agreement after October 31, 1991. Executed this c7 3 day of October, 1991. AMERICA WEST AIRLINES, INC. PUEBLO, A MUNICIPAL CORPORATION B Y { �l� By C Vice Presi e nt E ee C - t r of - Aviation Properties /Facilities